10-Q January 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 January 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 March 1, 1999 - 5,982,228 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
January 31, 1999 and July 31, 1998 3
Consolidated Statements of Operations for the
three months ended January 31, 1999 and 1998 4
Consolidated Statements of Operations for the
six months ended January 31, 1999 and 1998 5
Consolidated Statement of Changes in
Shareholders' Interest for the six
months ended January 31, 1999 6
Consolidated Statements of Cash Flows for the
six months ended January 31, 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 13-20
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 20
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of
Proceeds 21
Item 4. Submission of Matters to a Vote
of Security Holders 21
Item 6. Exhibits and Reports on Form 8-K 21
Signatures 22
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
January 31, 1999 and July 31, 1998
(Unaudited)
January 31, July 31,
1999 1998
ASSETS
Current assets:
Cash and cash equivalents $ 213,591 $ 216,826
Short-term investments, at market 2,070,905 2,417,792
Receivables, including $10,076 and $20,143
receivable from related parties in
January and July, respectively 1,539,256 1,491,937
Prepaid expenses and other current assets 79,322 139,780
Total current assets 3,903,074 4,266,335
Property and equipment, net 135,738 171,214
Investments 208,689 408,288
Intangible assets acquired, principally
licenses and patented technologies, net 1,374,678 1,444,014
Other assets -- 12,013
TOTAL ASSETS $ 5,622,179 $ 6,301,864
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $291 and
$2,043 payable to related parties
in January and July, respectively $ 87,437 $ 37,323
Accrued liabilities 1,452,749 1,794,742
Current portion of purchase obligation -- 297,386
Total current liabilities 1,540,186 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;
20,965 and 10,190 shares
in January and July,
respectively (108,206) (95,968)
Accumulated other comprehensive
loss (12,499) (21,874)
Accumulated deficit (21,544,947) (21,468,333)
Total shareholders' interest 4,081,993 4,172,413
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 5,622,179 $ 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 January 31, 1999 and 1998
(Unaudited)
1999 1998
Revenues:
Retained royalties $ 965,454 $ 913,084
Revenues under service contracts,
including $60,823 from
related parties in 1998 27,820 78,072
993,274 991,156
Costs of technology management
services 460,942 442,578
General and administration expenses,
of which $1,200 and $2,297 were
paid to related parties in 1999
and 1998, respectively 300,884 509,046
761,826 951,624
Operating income 231,448 39,532
Interest income 42,115 46,691
Interest expense (1,804) (17,041)
Income (losses) related to equity
method affiliates (498) 331
Other income (expense), net (32,427) 1,783
Income before minority interest 238,834 71,296
Minority interest in loss of
subsidiary -- 1,600
Net income 238,834 72,896
Other comprehensive income:
Net unrealized holding gains (losses)
on available-for-sale securities (7,291) --
Comprehensive income $ 231,543 $ 72,896
Net income per share:
Basic and diluted $ 0.04 $ 0.01
Weighted average number of common
shares outstanding:
Basic 5,975,286 5,964,145
Diluted 6,006,466 5,994,211
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the six months ended January 31, 1999 and 1998
(Unaudited)
1999 1998
Revenues:
Retained royalties $ 1,281,709 $ 1,269,907
Revenues under service contracts,
including $80,133 from
related parties in 1998 130,879 117,632
1,412,588 1,387,539
Costs of technology management
services 890,901 954,320
General and administration expenses,
of which $2,400 and $3,781 were
paid to related parties in 1999
and 1998, respectively 574,145 993,240
Restructuring charges 70,000 --
1,535,046 1,947,560
Operating loss (122,458) (560,021)
Interest income 84,733 87,690
Interest expense (3,607) (34,082)
Income (losses) related to equity
method affiliates (748) 11,867
Other income (expense), net (34,534) (8,333)
Loss before minority interest (76,614) (502,879)
Minority interest in loss of
subsidiary -- 1,600
Net loss (76,614) (501,279)
Other comprehensive income:
Net unrealized holding gains (losses)
on available-for-sale securities 9,375 --
Reclassification adjustment for
realized gains included in net income -- (7,802)
Comprehensive loss $ (67,239) $ (509,081)
Net loss per share:
Basic and diluted $ (0.01) $ (0.08)
Weighted average number of common
shares outstanding:
Basic and diluted 5,983,132 5,959,515
See accompanying note
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
For the six months ended January 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Accumulated Accumulated
Shares Common Stock Capital in Other (Deficit)
issued and Shares excess of Treasury Stock Comprehensive Retained
outstanding Amount issued Amount par value Shares held Amount Income (Loss) Earnings
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - July 31, 1998 2,427 $60,675 6,003,193 $60,032 $25,637,881 (10,190) $ (95,968) $ (21,874) $(21,468,333)
Grant of warrants to
consultants . . . . . . 11,740
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. . . 9,375
Purchase of treasury
stock. . . . . . . . . (21,400) (86,385)
Net loss . . . . . . . . (76,614)
Balance - January 31, 1999 2,427 $60,675 6,003,193 $60,032 $25,626,938 (20,965) $(108,206) $ (12,499) $(21,544,947)
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the six months ended January 31, 1999 and 1998
(Unaudited)
1999 1998
Cash flow from operating activities:
Loss from operations $ (76,614) $ (501,279)
Noncash items included in loss
from operations:
Depreciation and amortization 98,962 120,147
Equity method affiliates 748 (11,867)
Minority interest -- (1,600)
Directors' stock and stock retirement
plan accruals 74,266 96,622
Amortization of discount on purchase
obligation 3,607 34,082
Other noncash items 11,740 76,901
Other -- (18,482)
Net changes in various operating
accounts:
Receivables (47,319) (717,037)
Prepaid expenses and other current
assets 60,458 44,041
Accounts payable and accrued
liabilities (302,667) 201,168
Net cash flow from operating activities (176,819) (677,304)
Cash flow from investing activities:
Disposals (purchases) of property and
equipment, net 5,850 (27,755)
Purchases of other short-term investments -- (2,743,649)
Proceeds from sales of short-term
investments 356,262 3,165,808
Proceeds from sale of investment in
affiliate 198,850 (15,000)
Net cash flow from investing activities 560,962 379,404
Cash flow from financing activities:
Proceeds from issuance of common stock, net -- 178,809
Purchases of treasury stock (86,385) --
Repayment of purchase obligation (300,993) (550,567)
Net cash flow from financing activities (387,378) (371,758)
Net increase (decrease) in cash and cash
cash equivalents (3,235) (669,658)
Cash and cash equivalents, beginning
of period 216,826 930,592
Cash and cash equivalents, end of period $ 213,591 $ 260,934
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.
Six months Quarter
ended January 31, ended January 31,
1999 1998 1999 1998
Net income (loss)
applicable to common stock:
Basic and diluted $ (76,614) $ (501,279) $ 238,834 $ 72,896
Weighted average number of
common shares outstanding 5,983,132 5,959,515 5,975,286 5,964,145
Effect of dilutive
securities:
Stock options -- -- 31,180 25,806
Stock warrants -- -- -- 4,260
Weighted average number of
common shares outstanding
and dilutive securities 5,983,132 5,959,515 6,006,466 5,994,211
Net income (loss) per share of
common stock:
Basic and diluted $ (0.01) $ (0.08) $ 0.04 $ 0.01
At January 31, 1999 and 1998, respectively, options and warrants
to purchase 473,542 and 410,500 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 six months ended January 31, 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 January 31, 1999 the Company's available-for-sale securities
are as follows:
Accumulated Accumulated
Other Other
Aggregate Comprehensive Comprehensive
Security Type Fair Value Income Loss Cost Basis
Equity
Securities $42,707 $ -- $12,499 $55,206
For the quarters ended January 31, 1999 and 1998 and for the six
months ended January 31, 1999, there were no sales of available-for-
sale securities. For the six months ended January 31, 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 six months ended
January 31, 1999 and 1998 follows:
Quarter ended Six months ended
January 31, January 31,
1999 1998 1999 1998
Accumulated other
comprehensive income (loss):
Accumulated net unrealized
holding gains (losses) on
available-for-sale
securities, beginning of
period $ (5,208) $ -- $(21,874) $ 7,802
Other comprehensive income:
Holding gains (losses)
arising during the
period (7,291) -- 9,375 10,680
Reclassification adjustment
for gains on sales of
securities included in
net income -- -- -- (18,482)
Accumulated other
comprehensive income (loss) $(12,499) $ -- $(12,499) $ --
No tax effect is reported on the Company's unrealized gains on
securities because the Company has capital loss carryforwards.
7. Receivables
Receivables comprise:
January 31, July 31,
1999 1998
Royalties $1,506,018 $1,444,014
Other 33,238 47,923
$1,539,256 $1,491,937
8. Accrued Liabilities
Accrued liabilities were:
January 31, July 31,
1999 1998
Accrued compensation $ 139,806 $ 117,005
Royalties payable 847,258 982,111
Accrued contract settlement 130,361 300,000
Deferred revenues 80,950 99,160
Other 254,374 296,466
$1,452,749 $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 Federal
Circuit Court of Appeals. Oral arguments were heard on December 7,
1998. There can be no assurance that plaintiffs will prevail on
appeal, nor can the Company predict the amount of the judgment, if
any, that may ultimately be entered following the appeal.
In November 1991, a suit was filed in Connecticut against CTT,
its wholly-owned subsidiary, Genetic Technology Management, Inc.
("GTM"), its majority-owned subsidiary, University Optical Products
Co. ("UOP"), and several former directors on behalf of the 59 limited
partners of Optical Associates, Limited Partnership ("OALP"). The
complaint alleges, among other things, that the January 1989 sale of
UOP's assets to Unilens Corp. USA ("Unilens") violated the partnership
agreement and that OALP is entitled to the full proceeds of the sale
to Unilens. The complaint claims, among other things, money damages
and treble and punitive damages in an unspecified amount and
attorneys' fees. The Company believes that the asserted claims are
without merit and intends to defend vigorously the action instituted
by plaintiffs. Hearings in the case have commenced before an attorney
referee; however, due to scheduling conflicts, further hearings have
been adjourned and are expected to occur in calendar 1999. Through
January 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 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. All charges were settled during the three months ended October
31, 1998.
11. Stock Repurchase Plan
In October, 1998, CTT's Board of Directors authorized the
repurchase of up to 250,000 shares of CTT's common stock. The Company
plans to repurchase shares on the open market or in privately
negotiated transactions at times and in amounts determined by
management based on its evaluation of market and economic conditions.
During the six months ended January 31, 1999, the Company repurchased
21,400 shares of common stock for $86,385.
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 $213,591 at January 31, 1999 are
$3,235 lower than cash and cash equivalents of $216,826 at July 31,
1998. Operating activities used $176,819, investing activities
provided $560,962 and financing activities used $387,378.
In addition to cash and cash equivalents, Competitive
Technologies, Inc. ("CTT") and its majority-owned subsidiaries ("the
Company") held $2,070,905 in short-term investments at January 31,
1999. These investments are available for the Company's future
operating, investing and financing activities.
In August, 1998, CTT's Board of Directors took steps to reduce
future operating expenses. This restructuring included closing its
office in Bethlehem, Pennsylvania, reducing the Company's staff by
four full-time employees, and reassigning their operating functions
among the Company's remaining staff. The Company recognized
restructuring charges of $70,000 in the quarter ended October 31,
1998, for severance, related legal and other expenses of closing the
office. The Company settled all charges during the quarter ended
October 31, 1998.
The Company's net loss for the six-month period January 31, 1999,
included the following noncash items: approximately $99,000 of
depreciation and amortization, $4,000 amortization of discount on
purchase obligation, and $86,000 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
$62,000 and royalties payable decreased approximately $135,000. These
changes in royalties receivable and payable reflect the normal cycle
of royalty collections and payments. Accrued contract settlement was
reduced approximately $170,000 between July 31, 1998, and January 31,
1999, by salary and benefits continuation payments and related legal
expenses.
During the six months ended January 31, 1999, approximately
$356,000 of other short-term investments were sold.
In addition, 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.
In October, 1998, CTT's Board of Directors authorized the
repurchase of 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 21,400 shares of its common stock for $86,385 in cash
between October, 1998 and January 31, 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 January 31,
1999, the remaining amount of such contingent payments was $71,978.
At January 31, 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 these opportunities are consummated, the
Company expects to commit capital resources to them.
The Company does not believe that inflation had a significant
impact on its operations during fiscal 1999 or 1998 or that it will
have a significant impact on operations during the next twelve-month
operating period.
The Company has examined the Year 2000 computer issue. This
issue concerns computer hardware and software systems' ability to
recognize and process dates after December 31, 1999 properly and
accurately. The Company has reviewed its computer systems and has or
will 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, an international standard expected to be
adopted for consumer applications such as video teleconferencing,
video databases and wireless video access, and to share in the
royalties from applications of MPEG-4, if and when they may be earned
in the future.
In connection with the case which involved an idea by professors
at the University of Colorado that improved a prenatal vitamin
compound sold by American Cyanamid Company, the Company is entitled
to a share of the judgment. If the judgment is affirmed in full upon
appeal, which is currently pending, the Company expects its share to
be approximately $5,500,000. There can be no assurance that the
plaintiffs will prevail on appeal, nor can the Company predict the
amount of the judgment, if any, that may ultimately be entered
following the appeal. The Company has recorded no potential judgment
proceeds in its financial statements to date. (See 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.)
With $2,284,496 in cash, cash equivalents and short-term
investments and its share of royalties receivable of $658,760 at
January 31, 1999, the Company anticipates that currently available
funds will be sufficient to finance cash needs for at least the next
two years for its current operating activities and for potential
additional technology management opportunities. This anticipation is
based upon the Company's current expectations. However, expansion of
the Company's services is subject to many factors outside the
Company's control and to presently unanticipated opportunities that
may arise in the future. Accordingly, there can be no assurance that
the Company's current expectations regarding the sufficiency of
currently available funds will prove to be accurate.
Results of Operations - Three Months Ended January 31, 1999 vs. Three
Months Ended January 31, 1998
The Company's $231,448 operating income and $238,834 net income
for this second quarter of fiscal 1999 are $191,916 and $165,938
higher, respectively, than its operating income and net income for the
second quarter of fiscal 1998. The Company reduced its operating
expenses by $189,798 and improved its overall operating efficiency.
The second quarter of fiscal 1999 is the first quarter to reflect the
full benefit of all measures previously taken to reduce the Company's
operating expenses.
Consolidated revenues for the quarter ended January 31, 1999,
were $2,118 higher than for the quarter ended January 31, 1998,
despite some sizable reductions from the prior year's quarter due to
non-recurring revenues.
Retained royalties for the quarter ended January 31, 1999, were
$52,370 (6%) higher than for the quarter ended January 31, 1998. The
first encryption license revenues from milestone payments toward a
paid-up license were nearly $284,000 in the second quarter of fiscal
1999. Revenues from homocysteine licenses, including license issue
fees, increased in the second quarter of fiscal 1999 approximately
$85,000 over the second quarter of fiscal 1998. The Company had only
three homocysteine licenses in the fiscal 1998 quarter compared with
nine homocysteine licenses in the fiscal 1999 quarter. Revenues from
another technology were $146,000 higher in the 1999 quarter than in
the 1998 quarter primarily because of a sublicensee's catch-up payment
for previously withheld royalties. These royalty revenue increases
were partially offset by lower royalty revenues from the Vitamin B12
assay on which a U.S. patent expired in April, 1998. In addition, the
second quarter of fiscal 1998 included revenues from a one-time sale
of a corporate client's patented technology and a one-time final
royalty settlement on a patent which expired in September, 1997.
Other royalty revenue fluctuations 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 January
31, 1999, were $50,252 (64%) lower than for the quarter ended January
31, 1998. Substantially all of these revenues during the second
quarter of fiscal 1999 were from contract services to domestic
corporations. During the quarter ended January 31, 1999, the Company
completed work on a few small service contracts. Many of the
Company's service contracts are one-time arrangements unique to a
particular client at a particular time. Completion of one non-
recurring state government contract in June, 1998, accounts for
substantially all of the reduction in the Company's service contract
revenues from the second quarter of fiscal 1998.
Total operating expenses for the quarter ended January 31, 1999,
were $761,826. This is $189,798 (20%) lower than for the quarter
ended January 31, 1998. The Company reduced personnel and related
expenses, legal expenses, and VVI's research and development expenses.
These reductions were partially offset by higher shareholders'
expenses, including public relations services, and consultants' fees
and expenses. Legal expenses were higher than usual in the quarter
ended January 31, 1998, incurred in connection with restructuring
CTT's Board of Directors and related matters.
Costs of technology management services for the quarter ended
January 31, 1999, were $18,364 (4%) higher than for the quarter ended
January 31, 1998, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $79,000 higher in the second quarter of fiscal 1999 than
in the second quarter of fiscal 1998. This increase is primarily due
to higher personnel costs (including benefits and overheads)
associated with patenting and licensing services. Total domestic and
foreign patent costs, patent litigation expenses and recoveries of
foreign patent costs against university royalties were nearly the same
for the second quarter of fiscal 1999 as for the second quarter of
fiscal 1998.
Costs related to service contracts were approximately $62,000
lower for the second quarter of fiscal 1999 than for the second
quarter of fiscal 1998. The greatest portion of this reduction was
in personnel costs (including benefits and overheads) and consultants'
costs associated with service contracts.
Costs associated with new client development for the second
quarter of fiscal 1999 (principally personnel costs, including
benefits and overheads) were approximately equal to those for the
second quarter of fiscal 1998.
General and administration expenses in the fiscal 1999 quarter
were approximately $208,000 (41%) lower than in the fiscal 1998
quarter. The Company had fewer employees and lower legal expenses;
however, these reductions were partially offset by higher
shareholders' expenses (including public relations services) and
consultants' fees.
The net effect of the $2,118 increase in operating revenues and
the $189,798 reduction in operating expenses was to increase the
Company's operating income by $191,916 compared with the second
quarter of fiscal 1998.
Interest income in the second quarter of fiscal 1999 was lower
than in the second quarter of fiscal 1998. The Company's average
invested balances and weighted average interest rates were both lower
for the second quarter of fiscal 1999 than for the second quarter of
fiscal 1998. Interest expense in the fiscal 1999 and 1998 quarters
related to the debt incurred in connection with the acquisition of
USET.
Other expenses for the quarters ended January 31, 1999, and 1998,
were legal expenses incurred in connection with a suit brought against
CTT, some of its subsidiaries and directors as more fully detailed in
Note 12 to Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the year ended July 31, 1998. Further
hearings in this case have been adjourned and are expected to occur
in calendar 1999. CTT is unable to estimate the related legal
expenses which may be incurred in the remaining quarters of fiscal
1999. Unilens Corp. USA ("Unilens") made no payments in either
quarter of fiscal 1999 or 1998. Since CTT carries this receivable at
zero value, any collections will be recorded in the period collected.
Through January 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, 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.
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 - Six Months Ended January 31, 1999 vs. Six
Months Ended January 31, 1998
The Company's $122,458 operating loss and $75,614 net loss for
the first half of fiscal 1999 are $437,563 and $424,665 lower,
respectively, than its operating loss and net loss for the first half
of fiscal 1998. The Company both increased its revenues by $25,049
(6%) and reduced its operating expenses by $412,514 (21%) compared
with the first half of fiscal 1998.
Retained royalties revenues and revenues under service contracts
contributed to the increase in consolidated revenues for the six
months ended January 31, 1999, compared with the six months ended
January 31, 1998.
Retained royalties for the six months ended January 31, 1999,
were $11,802 (1%) higher than for the six months ended January 31,
1998. The first encryption license revenues from milestone payments
toward a paid-up license were nearly $284,000 in the second quarter
of fiscal 1999. Revenues from homocysteine licenses, including
license issue fees, increased in the first half of fiscal 1999
approximately $164,000 over the first half of fiscal 1998. The
Company had only three homocysteine licenses in the fiscal 1998 half
compared with nine homocysteine licenses in the fiscal 1999 half.
Revenues from another technology were $131,000 higher in the 1999 half
than in the 1998 half primarily because of a sublicensee's catch-up
payment for previously withheld royalties. These royalty revenue
increases were partially offset by lower royalty revenues from the
Vitamin B12 assay on which a U.S. patent expired in April, 1998. In
addition, the first half of fiscal 1998 included revenues from a one-
time sale of a corporate client's patented technology and a one-time
final royalty settlement on a patent which expired in September, 1997.
Other royalty revenue fluctuations reflect changes in the timing of
royalties reported by licensees and in licensees' sales of licensed
products.
Revenues under service contracts for the half year ended January
31, 1999, were $13,247 (11%) higher than for the half year ended
January 31, 1998. Substantially all of these revenues during the
first half of fiscal 1999 were from contract services for domestic
corporations. This includes a one-time fee for CTT's obtaining equity
financing for a start-up company. Completion of two government
contracts in fiscal 1998 accounts for substantially all of the
reduction in the Company's service contract revenues from the first
half of fiscal 1998.
Total operating expenses for the six months ended January 31,
1999, were $1,535,046. This is $412,514 (21%) lower than for the six
months ended January 31, 1998. The Company reduced personnel and
related expenses, legal expenses, and VVI's research and development
expenses. These reductions were partially offset by higher
shareholders' expenses, including public 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 six months ended
January 31, 1999, were $63,419 (7%) lower than for the six months
ended January 31, 1998, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $101,000 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 $145,000
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 first half
of fiscal 1999 (principally personnel costs, including benefits and
overheads) were approximately $19,000 lower than those for the first
half of fiscal 1998.
General and administration expenses in the fiscal 1999 six-month
period were $419,095 (42%) lower than in the fiscal 1998 six-month
period. The Company had fewer employees and lower legal expenses;
however, these reductions were partially offset by higher
shareholders' expenses (including public relations services) and other
operating expenses.
Restructuring charges in the six months ended January 31, 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 six months ended January 31, 1998,
related to the costs of closing the Company's office in Cleveland,
Ohio. Both actions were taken to reduce operating expenses and
improve operating efficiency.
Interest income in the first half of fiscal 1999 was lower than
in the first half of fiscal 1998. The Company's average invested
balances and weighted average interest rates were both lower for the
first half of fiscal 1999 than for the first half of fiscal 1998.
Interest expense in the fiscal 1999 and 1998 periods related to the
debt incurred in connection with the acquisition of USET.
Other income for the six months ended January 31, 1998, included
approximately $18,000 gain realized from available-for-sale
securities.
Other expenses for the six months ended January 31, 1999, and
1998, were legal expenses incurred in connection with a suit brought
against CTT, some of its subsidiaries and directors as 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 January 31, 1999 (Second
Fiscal Quarter) vs. Three Months Ended October 31, 1998 (First Fiscal
Quarter)
Consolidated revenues for the quarter ended January 31, 1999,
were $573,960 (137%) higher than for the quarter ended October 31,
1998. Historically, retained royalties in the second fiscal quarter
are higher than in the first fiscal quarter because of licensees who
report semiannually. Retained royalties in the second quarter of
fiscal 1999 were $649,199 (205%) higher than in the first quarter of
fiscal 1999. Revenues under service contracts in the second quarter
of fiscal 1999 were $75,239 (73%) lower than in the first quarter of
fiscal 1999.
Total operating expenses of $761,826 in the second quarter of
fiscal 1999 were $11,394 (1%) lower than in the first quarter of
fiscal 1999. In the second quarter of fiscal 1999 costs of technology
management services were approximately $31,000 (7%) higher and general
and administration expenses were approximately $28,000 (10%) higher
than in the first quarter of fiscal 1999. However, restructuring
charges were $70,000 in the first quarter. Costs related to retained
royalties and costs associated with new client development both
increased, but costs related to service contracts decreased.
The increase in consolidated revenues and the reduction in
operating expenses in the second quarter of fiscal 1999 increased the
Company's operating income by $585,354 and its net income by $554,282.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking
statements. These statements are not guarantees of future performance
and should be evaluated in the context of the risks and uncertainties
inherent in the Company's business, including those set forth under
Special Factors in Item 1 of the Company's Annual Report on Form 10-K
for the year ended July 31, 1998. Actual results may differ
materially from these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(c) On January 4, 1999, pursuant to Board approval in December,
1998, the registrant issued 2,500 shares and 625 shares of its common
stock to Robert H. Brown, Jr. and Samuel M. Fodale, respectively.
These shares were valued at $4.84375, the mean between the high and
low prices on the American Stock Exchange on January 4, 1999. The
shares were issued in partial consideration for their services as
directors of the registrant but as special grants outside the 1996
Directors' Stock Participation Plan since neither had served a full
year. No underwriters were involved in these transactions. The
shares were exempt from registration under Section 4(2) of the
Securities Act of 1933 and certificates for these shares contained
restrictive legends.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of stockholders held Februry 12,
1999, the following directors were elected:
Name Votes For Votes Withheld
George C.J. Bigar 4,243,860 1,447,158
Michael G. Bolton 4,285,125 1,405,893
Samuel M. Foldale 4,536,420 1,154,598
John M. Sabin 4,567,844 1,123,174
In addition, no votes were withheld as to all nominees and there
were no broker non-votes. Robert H. Brown, Jr., a director since
March 1998 and a nominee for reelection, requested to have his name
removed from the ballot in order to devote his time to a new position
as President and CEO of a Dallas-based securities firm.
Also at the Company's annual meeting of stockholders held
February 12, 1999, stockholders rejected the proposal to approve the
1999 Directors' Stock Option Plan and reserve 400,000 shares of Common
Stock for options under the Plan. There were 1,116,190 shares voted
for and 2,133,902 shares voted against this proposal, and 79,306
shares abstained. There were also 2,361,620 broker non-votes which
were not entitled to vote on this matter.
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 six months ended
January 31, 1999 and 1998. 23
27.1 Financial Data Schedule (EDGAR only).
B) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: March 16, 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>
Six months Quarter
ended January 31, ended January 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net income (loss) applicable
to common stock $ (76,614) $ (501,279) $ 238,834 $ 72,896
Common and common equivalent shares -
diluted:
Basic weighted average common
shares outstanding 5,983,132 5,959,515 5,975,286 5,964,145
Adjustments for assumed exercise
of stock options 16,096* 37,605* 31,180 25,806
Adjustments for assumed exercise
of stock warrants -- 5,028* -- 4,260
Weighted average number of common
and common equivalent shares
outstanding 5,999,228 6,002,148 6,006,466 5,994,211
Net income (loss) per share of
common stock:
Basic and diluted $ (0.01) $ (0.08) $ 0.04 $ 0.01
* Anti-dilutive.
</TABLE>
These calculations are submitted in accordance with Regulation S-K item
601 (b)(11) which differs from the requirements of paragraph 13 of Statement
of Financial Accounting Standards No. 128 because they produce an
anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Form 10-Q for January 31, 1999
</LEGEND>
<CIK> 0000102198
<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JAN-31-1999
<CASH> 213,591
<SECURITIES> 2,070,905
<RECEIVABLES> 1,539,256
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,903,074
<PP&E> 311,718
<DEPRECIATION> 175,980
<TOTAL-ASSETS> 5,622,179
<CURRENT-LIABILITIES> 1,540,186
<BONDS> 0
0
60,675
<COMMON> 60,032
<OTHER-SE> 3,961,286
<TOTAL-LIABILITY-AND-EQUITY> 5,622,179
<SALES> 0
<TOTAL-REVENUES> 1,412,588
<CGS> 0
<TOTAL-COSTS> 1,535,046
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,607
<INCOME-PRETAX> (76,614)
<INCOME-TAX> 0
<INCOME-CONTINUING> (76,614)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (76,614)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
