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 April 30, 2000
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, 2000 - 6,185,761 shares
Exhibit Index on sequentially numbered page 20 of 20.
Page 1 of 20 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, 2000 and July 31, 1999 3
Consolidated Statements of Operations for the
three months ended April 30, 2000 and 1999 4
Consolidated Statements of Operations for the
nine months ended April 30, 2000 and 1999 5
Consolidated Statement of Changes in
Shareholders' Interest for the nine
months ended April 30, 2000 6
Consolidated Statements of Cash Flows for the
nine months ended April 30, 2000 and 1999 7
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12-19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 20
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 2000 and July 31, 1999
(Unaudited)
April 30, July 31,
2000 1999
ASSETS
Current assets:
Cash and cash equivalents $ 80,607 $ 185,838
Short-term investments, at market 6,913,969 5,352,229
Receivables, including $9,925 and $2,449
receivable from related parties in
April and July, respectively 1,055,842 1,726,046
Prepaid expenses and other current assets 75,408 143,171
Total current assets 8,125,826 7,407,284
Property and equipment, net 133,113 155,089
Investments 1,514,787 91,307
Intangible assets acquired, principally
licenses and patented technologies, net 1,201,337 1,305,341
Other assets 34,241 --
TOTAL ASSETS $ 11,009,304 $ 8,959,021
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable $ 96,581 $ 109,986
Accrued liabilities, including $5,938
payable to related parties in July 1,498,606 1,668,749
Total current liabilities 1,595,187 1,778,735
Commitments and contingencies
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 61,848 60,032
Capital in excess of par value 27,045,774 25,625,072
Treasury stock (common), at cost;
5,157 and 81 shares
in April and July, respectively (72,990) (919)
Accumulated other comprehensive loss -- (15,625)
Accumulated deficit (17,681,190) (18,548,949)
Total shareholders' interest 9,414,117 7,180,286
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 11,009,304 $ 8,959,021
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended April 30, 2000 and 1999
(Unaudited)
2000 1999
Revenues:
Retained royalties $ 553,402 $1,179,813
Retained royalty settlement 736,375 --
Revenues under service contracts,
including $125 and $2,500 from
related parties in 2000 and 1999,
respectively 9,233 12,693
1,299,010 1,192,506
Costs of technology management
services 496,093 518,197
General and administration expenses,
of which $33,471 and $1,600 were
paid to related parties in 2000
and 1999, respectively 346,752 291,796
842,845 809,993
Operating income 456,165 382,513
Interest income 97,922 33,553
Other income (expense), net 26,013 (6,803)
Net income 580,100 409,263
Other comprehensive income:
Net unrealized holding gains (losses)
on available-for-sale securities 10,998 (5,208)
Reclassification adjustment for realized
gains included in net income (25,748) --
Comprehensive income $ 565,350 $ 404,055
Net income per share:
Basic and diluted $ 0.09 $ 0.07
Weighted average number of common
shares outstanding:
Basic 6,120,254 5,981,352
Diluted 6,369,160 6,020,127
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the nine months ended April 30, 2000 and 1999
(Unaudited)
2000 1999
Revenues:
Retained royalties $ 2,116,361 $ 2,461,522
Retained royalty settlement 736,375 --
Revenues under service contracts
including $9,925 and $2,746 from
related parties in 2000 and 1999,
respectively 163,170 143,572
3,015,906 2,605,094
Costs of technology management
services 1,572,413 1,409,098
General and administration expenses,
of which $91,080 and $4,000 were
paid to related parties in 2000
and 1999, respectively 927,565 865,941
Restructuring charges -- 70,000
2,499,978 2,345,039
Operating income 515,928 260,055
Interest income 261,597 118,286
Interest expense -- (3,607)
Losses related to equity
method affiliates -- (748)
Other income (expense), net 90,234 (41,337)
Net income 867,759 332,649
Other comprehensive income:
Net unrealized holding gains
on available-for-sale securities 105,863 4,167
Reclassification adjustment for realized
gains included in net income (90,238) --
Comprehensive income $ 883,384 $ 336,816
Net income per share:
Basic and diluted $ 0.14 $ 0.06
Weighted average number of common
shares outstanding:
Basic 6,043,586 5,982,552
Diluted 6,145,690 6,006,042
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
for the nine months ended April 30, 2000
(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, 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 . . . 181,675 1,816 1,426,706 42,548 249,134
Tender of common
stock as payment
for exercise of common
stock options . . . (7,599) (100,000)
Stock issued under
1996 Directors'
Stock Participation
Plan. . . . . . . . (6,004) 9,375 55,340
Other comprehensive
income:
Net unrealized holding
gains (losses)
on available-for-sale
securities. . . . 105,863
Reclassification
adjustment. . . . (90,238)
Purchase of treasury
stock . . . . . . . (49,400) (276,545)
Net income. . . . . . 867,759
Balance - April 30, 2000 2,427 $60,675 6,184,868 $61,848 $27,045,774 (5,157) $ (72,990) $ -- $(17,681,190)
</TABLE>
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the nine months ended April 30, 2000 and 1999
(Unaudited)
2000 1999
Cash flow from operating activities:
Income from operations $ 867,759 $ 332,649
Noncash items included in income
from operations:
Retained royalty settlement paid with
shares of NTRU common stock (736,375) --
Depreciation and amortization 156,671 149,689
Equity method affiliates -- 748
Directors' stock and stock retirement
plan accruals 102,958 109,794
Amortization of discount on purchase
obligation -- 3,607
Other noncash items 3 11,740
Other (34,241) 20
Gain on sale of investments (90,503) --
Net changes in various operating accounts:
Receivables 670,204 (714,411)
Prepaid expenses and other current
assets 67,763 62,110
Accounts payable and accrued
liabilities (237,170) 843,151
Net cash flow from operating activities 767,069 799,097
Cash flow from investing activities:
Purchases of property and equipment, net (30,691) (40,792)
Purchases of other short-term investments (1,601,321) (572,778)
Investments in cost-method affiliates (687,108) --
Proceeds from sale of:
Available-for-sale securities 145,444 --
Other short-term investments 265 --
Proceeds from sales of investments in
affiliates -- 206,838
Net cash flow from investing activities (2,173,411) (406,732)
Cash flow from financing activities:
Proceeds from exercise of stock options 1,577,656 --
Purchases of treasury stock (276,545) (97,445)
Repayment of purchase obligation -- (300,993)
Net cash flow from financing activities 1,301,111 (398,438)
Net decrease in cash and cash equivalents (105,231) (6,073)
Cash and cash equivalents, beginning
of period 185,838 216,826
Cash and cash equivalents, end of period $ 80,607 $ 210,753
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, 1999.
2. Net Income Per Share
The following table sets forth the computations of basic and
diluted net income per share.
Nine months Quarter
ended April 30, ended April 30,
2000 1999 2000 1999
Net income
applicable to common stock:
Basic and diluted $ 867,759 $ 332,649 $ 580,100 $ 409,263
Weighted average number
of common shares
outstanding 6,043,586 5,982,552 6,120,254 5,981,352
Effect of dilutive securities:
Stock options 100,011 23,490 242,534 38,775
Stock warrant 2,093 -- 6,372 --
Weighted average number of
common shares outstanding
and dilutive securities 6,145,690 6,006,042 6,369,160 6,020,127
Net income per share of
common stock:
Basic and diluted $ 0.14 $ 0.06 $ 0.09 $ 0.07
At April 30, 2000, all outstanding options and warrants were
dilutive. At April 30, 1999, options and warrants to purchase
471,542 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 April 30, 2000, the Company had no available-for-sale
securities.
For the three and nine months ended April 30, 2000, proceeds
from the sale of available-for-sale securities were $38,998 and
$145,444, respectively, which resulted in gross realized gains of
$25,748 and $90,238, respectively. For the three and nine months
ended April 30, 1999, 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 three and nine months ended April
30, 2000 and 1999 follows:
Three months ended Nine months ended
April 30, April 30,
2000 1999 2000 1999
Accumulated other
comprehensive income (loss):
Accumulated net unrealized
holding gains (losses) on
available-for-sale securities,
beginning of period $ 14,750 $(12,499) $ (15,625) $(21,874)
Other comprehensive income:
Holding gains (losses) arising
during the period 10,998 (5,208) 105,863 4,167
Reclassification adjustment
for gains on sales of
securities included in
net income (25,748) -- (90,238) --
Accumulated other comprehensive
income (loss) $ -- $(17,707) $ -- $(17,707)
No tax effect is reported on the Company's gains on sales of
securities because the Company has capital loss carryforwards.
4. Receivables
Receivables comprise:
April 30, July 31,
2000 1999
Royalties $ 971,651 $1,649,713
Other 84,191 76,333
$1,055,842 $1,726,046
5. Investments
In March 2000, CTT acquired 3,161,983 shares, approximately 10%
of the outstanding equity, of NTRU Cryptosystems, Inc. (NTRU) in
exchange for reducing its royalty participation on NTRU's sales of
CTT licensed products and $187,108 in cash. CTT recorded the
exchange of a substantial portion of its royalty participation at
the estimated fair value of 2,945,500 shares of NTRU Cryptosystems,
Inc. common stock, $0.25 per share, as retained royalty settlement
of $736,375. CTT has worked with NTRU and its founders since 1997
and acquired its original royalty interest by providing NTRU with
custom incubation services, including patent filing support, interim
business management, technical marketing, licensing and initial
capital sourcing services. NTRU's mathematicians and cryptographers
developed a new generation of memory efficient high speed public key
encryption solutions.
In April 2000, CTT purchased $500,000 of preferred stock and
associated warrants of Micro-ASI, Inc. as part of their $8 million
private placement. Micro-ASI plans to provide semiconductor
packaging customers a one-stop-shop for flip-chip technology,
including design, prototype development, and volume manufacturing of
modules and boards.
6. Accrued Liabilities
Accrued liabilities were:
April 30, July 31,
2000 1999
Royalties payable $1,079,901 $1,072,704
Accrued compensation 192,652 172,587
Deferred revenues 29,597 153,741
Other 196,456 269,717
$1,498,606 $1,668,749
7. 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. The District Court has ordered the
parties to attempt to settle their claims before October 1, 2000.
The suit is in discovery. Through April 30, 2000, CTT has incurred
approximately $43,000 in unreimbursed litigation expenses related to
this case. 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 would have been entitled to approximately $5.2 million 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. 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. On February 29, 2000,
the District Court heard arguments on the plaintiffs' motion for
judgment. The parties await the judgment of the District Court.
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 April 30, 2000, 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 April 30, 2000, cash and cash equivalents of $80,607 were
$105,231 lower than cash and cash equivalents of $185,838 at July
31, 1999. Operating activities provided $767,069, investing
activities used $2,173,411 and financing activities provided
$1,301,111.
In addition, Competitive Technologies, Inc. (CTT) and its
majority-owned subsidiaries (the Company) held $6,913,969 in short-
term investments at April 30, 2000. These investments are available
for the Company's operating, investing and financing activities.
The Company's net income for the nine months ended April 30,
2000, included $736,375 of retained royalty settlement paid with
shares of NTRU common stock and was net of charges for the following
non-cash items: approximately $157,000 of depreciation and
amortization and approximately $103,000 of directors' stock and
stock retirement plan accruals.
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
$678,000 and royalties payable increased approximately $7,000.
These changes in royalties receivable and payable reflect the
Company's normal cycle of royalty collections and payments. In
addition, the Company recognized approximately $127,000 of deferred
revenues during the nine months ended April 30, 2000.
During the nine months ended April 30, 2000, the Company sold
available-for-sale securities for proceeds of approximately $145,000
and purchased approximately $1,601,000 of other short-term
investments.
In March 2000, CTT acquired 3,161,983 shares, approximately 10%
of the outstanding equity, of NTRU CryptoSystems, Inc. in exchange
for reducing its royalty participation in NTRU's sales of CTT
licensed products and $187,108 in cash. CTT recorded the exchange
of a substantial portion of its royalty participation at the
estimated fair value of 2,945,500 shares of NTRU common stock, $0.25
per share, as retained royalty settlement of $736,375 and as part of
its investment in NTRU. CTT has worked with NTRU and its founders
since 1997 and acquired its original royalty interest by providing
NTRU with custom incubation services, including patent filing
support, interim business management, technical marketing, licensing
and initial capital sourcing services. NTRU's mathematicians and
cryptographers developed a new generation of memory efficient high
speed public key encryption solutions.
In April 2000, CTT purchased $500,000 of preferred stock and
associated warrants of Micro-ASI, Inc. as part of their $8 million
private placement. Micro-ASI plans to provide semiconductor
packaging customers a one-stop-shop for flip-chip technology,
including design, prototype development, and volume manufacturing of
modules and boards.
During the nine months ended April 30, 2000, the Company
received approximately $1,578,000 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 49,400 shares of its common stock for approximately
$277,000 in cash in the nine months ended April 30, 2000. Since
October 1998, the Company has repurchased 74,800 shares of its
common stock for a total of approximately $386,000.
The Company is contractually required to pay certain persons
specified percentages of Renova royalties received. At April 30,
2000, the remaining amount of this contingent payment obligation was
$3,150.
At April 30, 2000, 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 2000 or 1999 or that it will have a
significant impact on operations during the next twelve-month
operating period.
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. 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. On February 29, 2000,
the District Court heard arguments on the plaintiffs' motion for
judgment. The parties await the judgment of the District Court.
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 7
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. The
District Court has ordered the parties to attempt to settle their
claims before October 1, 2000. The suit is in discovery. Through
April 30, 2000, CTT has incurred approximately $43,000 in
unreimbursed litigation expenses related to this case. 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 April 30, 2000, the Company had $6,994,576 in cash, cash
equivalents and short-term investments. Royalties payable, net of
royalties receivable, were $108,250. 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 April 30, 2000 (Third
Quarter, Fiscal 2000) vs. Three Months Ended April 30, 1999 (Third
Quarter, Fiscal 1999)
The Company's operating income of $456,165 and net income of
$580,100 for the third fiscal quarter of 2000 were $73,652 (19%) and
$170,837 (42%) higher, respectively, than for the third quarter of
fiscal 1999.
Total revenues for the quarter ended April 30, 2000, were
$106,504 (9%) higher than for the quarter ended April 30, 1999.
Retained royalties for the quarter ended April 30, 2000, were
$626,411 (53%) lower than for the quarter ended April 30, 1999. The
third quarter of fiscal 2000 includes approximately $168,000 from a
homocysteine licensee's increase in its previously estimated
royalties for the period from 1995 through 1999. However, the third
quarter of fiscal 1999 included approximately $542,000 from a
Vitamin B12 assay licensee's change in its previously estimated
royalties for the period from July 1993 through July 1998. The
third quarter of fiscal 1999 also included $189,000 from a second
milestone payment toward a paid-up license on the encryption
technology. Royalty revenue fluctuations also reflect changes in
the timing of royalties reported by licensees, new license issue
fees and changes in licensees' sales of licensed products.
Retained royalty settlement of $736,375 for the quarter ended
April 30,2000 recorded the estimated fair value of the royalty
participation CTT exchanged for 2,945,500 shares of NTRU common
stock valued at $0.25 per share. There was no similar royalty
settlement in the fiscal 1999 third quarter.
Revenues under service contracts for the quarter ended April
30, 2000, were approximately equal to those for the quarter ended
April 30, 1999. Lower revenues from service contracts for domestic
corporate clients more than offset increased revenues from service
contracts for university clients. 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, 2000,
were $842,845. This was $32,852 (4%) higher than for the quarter
ended April 30, 1999. In the third quarter of fiscal 2000, the
Company's charges for public and investor relations and corporate
legal expenses were lower than in the third quarter of fiscal 1999.
Higher charges for direct costs related to royalties and
consultants' fees and expenses partially offset these reductions.
Higher direct costs related to royalties include the costs
associated with enforcing certain of the Company's patent and
license rights.
Costs of technology management services for the quarter ended
April 30, 2000, were $22,104 (4%) lower than for the quarter ended
April 30, 1999, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $111,000 higher in the fiscal 2000 third quarter than
in the fiscal 1999 third quarter. Approximately $70,000 of this
increase was in patent litigation expenses associated with enforcing
certain of the Company's patent and license rights. In addition
foreign patent expenses reimbursed from royalties payable to others
were lower and personnel costs (including benefits and overheads)
associated with patenting and licensing services were higher.
Costs related to service contracts were approximately $33,000
lower for the third quarter of fiscal 2000 than for the third
quarter of fiscal 1999. This reduction was due to lower personnel
costs (including benefits and overheads) and lower direct costs
associated with service contracts.
Costs associated with new client development for the third
quarter of fiscal 2000 (principally personnel costs, including
benefits and overheads) were approximately $101,000 lower than for
the third quarter of fiscal 1999. We are in the process of
identifying candidates to fill two professional staff positions.
General and administration expenses in the fiscal 2000 third
quarter were $54,956 (19%) higher than in the fiscal 1999 third
quarter. In the fiscal 2000 third quarter, the Company's charges
for public and investor relations expenses and corporate legal
expenses were lower than in the fiscal 1999 third quarter. However,
consultants' fees and expenses were higher in the fiscal 2000 third
quarter.
Interest income in the third quarter of fiscal 2000 was higher
than in the third quarter of fiscal 1999. For the third quarter of
fiscal 2000, the Company's average invested balance was more than
twice its average invested balance for the third quarter of fiscal
1999. In addition, its weighted average interest rate was
approximately 1.35% per annum higher than for the third quarter of
fiscal 1999.
During the third quarter of fiscal 2000, the Company sold
available-for-sale securities and realized gains of $25,748, which
were included in other income for the quarter.
Other expenses for the quarter ended April 30, 1999, 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 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 April 30, 2000, 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 $16,481,000 of Federal net
operating loss carryforwards of which approximately $3,613,000
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.
Results of Operations - Nine Months Ended April 30, 2000 (Three
Quarters, Fiscal 2000) vs. Nine Months Ended April 30, 1999 (Three
Quarters, Fiscal 1999)
The Company's operating income of $515,928 and net income of
$867,759 for the first nine months of fiscal 2000 were $255,873
(98%) and $535,110 (161%) higher, respectively, than for the
comparable nine months of fiscal 1999.
Total revenues for the nine months ended April 30, 2000, were
$410,812 (16%) higher than for the nine months ended April 30, 1999.
Retained royalties for the nine months ended April 30, 2000,
were $345,161 (14%) lower than for the nine months ended April 30,
1999. Retained royalties from the gallium arsenide semiconductor
inventions, which include laser diode applications, were
approximately $369,000 (152%) higher than in the three quarters of
fiscal 1999. This increase includes new license issue fees, a
minimum royalty fee, and more than $350,000 in higher earned
royalties based on licensees' sales of licensed products. The three
quarters of fiscal 2000 included approximately $168,000 from a
homocysteine licensee's increase in its previously estimated
royalties for the period from 1995 through 1999. However, the three
quarters of fiscal 1999 included approximately $542,000 from a
Vitamin B12 assay licensee's increase in its previously estimated
royalties for the period from July 1993 through July 1998. The
three quarters of fiscal 1999 also included $472,500 from milestone
payments toward a paid-up license on the encryption technology.
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.
Retained royalty settlement of $736,375 for the nine months
ended April 30,2000 recorded the estimated fair value of the royalty
participation CTT exchanged for 2,945,500 shares of NTRU common
stock valued at $0.25 per share. There was no similar royalty
settlement in the fiscal 1999 nine-month period.
Revenues under service contracts for the nine months ended
April 30, 2000, were $19,598 (14%) higher than for the nine months
ended April 30, 1999. This increase reflects lower revenues from
contract services for domestic corporations more than offset by
higher revenues from a nonrecurring government contract. The
Company earned approximately $129,000 on two contracts, one for a
government agency and one for a domestic start-up corporation, in
the fiscal 2000 nine-month period. The Company earned substantially
all of the revenues from contract services to domestic corporations
in the fiscal 1999 nine-month period, 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 nine months ended April 30,
2000, were $2,499,978. This was $154,939 (7%) higher than for the
nine months ended April 30, 1999. The Company incurred higher
charges for direct costs related to royalties, personnel and related
expenses, directors' fees and expenses, consultants' fees and
expenses, and shareholder expenses. Lower charges for public and
investor relations services partially offset these increases. In
addition, the Company charged $70,000 for restructuring its
operations in the nine-month period of fiscal 1999. There was no
similar charge in the nine-month period of fiscal 2000.
Costs of technology management services for the nine months
ended April 30, 2000, were $163,315 (12%) higher than for the nine
months ended April 30, 1999, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $301,000 higher in the fiscal 2000 three quarters than
in the three quarters ended April 30, 1999. This increase includes
approximately $144,000 higher personnel costs (including benefits
and overheads) associated with patenting and licensing services and
$172,000 higher patent litigation and enforcement expenses. In the
fiscal 2000 three quarters, domestic patent costs were higher but
foreign patent costs were lower.
Costs related to service contracts were approximately $12,000
higher for the nine months of fiscal 2000 than for the nine months
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 nine
months of fiscal 2000 (principally personnel costs, including
benefits and overheads) were approximately $150,000 lower than for
the nine months of fiscal 1999.
General and administration expenses in the fiscal 2000 nine
months were $61,624 (7%) higher than in the fiscal 1999 nine months.
Although directors' fees and expenses, consultants' fees and
expenses, and shareholder expenses were higher, public and investor
relations expenses were lower in the nine months of fiscal 2000.
Restructuring charges of $70,000 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. Management took these actions to reduce operating
expenses and improve operating efficiency.
Interest income in the nine months of fiscal 2000 was higher
than in the nine months of fiscal 1999. For the nine months of
fiscal 2000, the Company's average invested balance was more than
twice its average invested balance for the nine months of fiscal
1999. In addition, its weighted average interest rate was
approximately 0.46% per annum higher than for the nine months of
fiscal 1999. Interest expense in the fiscal 1999 nine months
related to the debt incurred in acquiring USET.
During the nine months of fiscal 2000, the Company sold
available-for-sale securities and realized gains of $90,238, which
were included in other income.
Other expenses for the nine months ended April 30, 2000, and
1999, were legal expenses incurred in connection with a suit brought
against CTT, some of its subsidiaries and directors. This suit is
detailed more fully above and in Note 13 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 7 to
the accompanying financial statements and is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
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: June 14, 2000 By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
President, Chief Operating
Officer, Chief Financial
Officer, Director and
Authorized Signer
