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, 2002
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
Fairfield, Connecticut 06824
(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 .
Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act). Yes ____. No X.
Common Stock outstanding as of December 5, 2002 - 6,154,351 shares
Exhibit Index on sequentially numbered page 22 of 30.
Page 1 of 30 sequentially numbered pages
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
A. Condensed Financial Statements (Unaudited)
Consolidated Balance Sheets at
October 31, 2002 and July 31, 2002 3
Consolidated Statements of Operations for the
three months ended October 31, 2002 and 2001 4
Consolidated Statement of Changes in
Shareholders' Interest for the three
months ended October 31, 2002 5
Consolidated Statements of Cash Flows for the
three months ended October 31, 2002 and 2001 6
Notes to Consolidated Financial Statements 7-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 14-21
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 22
Item 4. Controls and Procedures 22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 22-23
Signatures 23
Certifications 24-27
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 2002 and July 31, 2002
(Unaudited)
October 31, July 31,
2002 2002
ASSETS
Current assets:
Cash and cash equivalents $ 402,915 $ 750,421
Short-term investments 2,144,906 2,136,874
Accounts receivable 319,252 1,199,483
Notes receivable - E. L. Specialists, Inc. -- 200,000
Prepaid expenses and other current assets 224,441 261,198
Total current assets 3,091,514 4,547,976
Property and equipment, at cost, net 47,580 42,877
Investments, at cost 1,075,684 1,075,684
Intangible assets acquired, net 694,201 733,246
TOTAL ASSETS $ 4,908,979 $ 6,399,783
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable $ 76,872 $ 1,726,237
Accrued liabilities 1,060,557 1,680,903
Total current liabilities 1,137,429 3,407,140
Commitments and contingencies -- --
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 61,907 61,907
Capital in excess of par value 26,893,287 26,893,287
Treasury stock, at cost; 36,434
shares (258,037) (258,037)
Accumulated deficit (22,986,282) (23,765,189)
Total shareholders' interest 3,771,550 2,992,643
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 4,908,979 $ 6,399,783
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended October 31, 2002 and 2001
(Unaudited)
2002 2001
Revenues:
Retained royalties $ 381,758 $ 384,739
Other revenues -- 25,000
381,758 409,739
Patent enforcement expenses, net of
reimbursements 35,143 631,615
Personnel and other direct expenses
relating to revenue, of which
$5,567 and $31,773 were paid to
related parties in 2002 and 2001,
respectively 739,996 451,529
General and administrative expenses 423,994 410,639
1,199,133 1,493,783
Operating loss (817,375) (1,084,044)
Reversal of accounts payable exchanged
for contingent note payable 1,583,445 --
Interest income 12,837 44,948
Other income (expense), net -- 56
Net income (loss) $ 778,907 $(1,039,040)
Net income (loss) per share:
Basic and diluted $ 0.13 $ (0.17)
Weighted average number of common
shares outstanding:
Basic 6,154,351 $ 6,139,351
Diluted 6,200,084 6,139,351
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, 2002
(Unaudited)
Preferred Stock
Shares Common Stock Capital in
issued and Shares excess of Treasury Stock Accumulated
outstanding Amount issued Amount par value Shares held Amount Deficit
Balance - July 31, 2002 2,427 $60,675 6,190,785 $61,907 $26,893,287 (36,434) $(258,037) $(23,765,189)
Net income. . . . . . . 778,907
Balance - October 31, 2002 2,427 $60,675 6,190,785 $61,907 $26,893,287 (36,434) $(258,037) $(22,986,282)
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, 2002 and 2001
(Unaudited)
2002 2001
Cash flow from operating activities:
Net income (loss) $ 778,907 $(1,039,040)
Noncash items included in net income (loss):
Depreciation and amortization 47,909 52,357
Stock compensation 51,939 42,414
Reversal of accounts payable exchanged
for contingent note payable (1,583,445) --
Net changes in various operating
accounts:
Receivables 880,231 2,467,536
Prepaid expenses and other current
assets 36,757 (66,909)
Accounts payable and accrued
liabilities (738,205) (392,984)
Net cash flow from operating activities (525,907) 1,063,374
Cash flow from investing activities:
Purchases of property and equipment, net (13,567) (501)
Purchases of other short-term investments (8,032) (537,047)
Investments in and advances to cost-
method affiliates -- (271,000)
Sale of interests in E. L. Specialists, Inc. 200,000 --
Net cash flow from investing activities 178,401 (808,548)
Net increase (decrease) in cash and cash
equivalents (347,506) 254,826
Cash and cash equivalents,(A) beginning
of period 750,421 224,436
Cash and cash equivalents,(B) end of period $ 402,915 $ 479,262
(A) Does not include short-term investments of $2,136,874 and $4,793,441,
in 2002 and 2001, respectively.
(B) Does not include short-term investments of $2,144,906 and $5,330,488
in 2002 and 2001, respectively.
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. Interim Financial Statements
Interim financial information presented in the accompanying
financial statements and notes hereto is unaudited.
The year-end balance sheet data were derived from audited
financial statements but do not include all disclosures required
by accounting principles generally accepted in the United States
of America. Certain amounts, including operating expenses, have
been reclassified to conform with the presentation in financial
statements for fiscal 2003.
In the opinion of management, all adjustments that are
necessary to present the financial statements fairly in
conformity with accounting principles generally accepted in the
United States of America, 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, 2002.
2. Net Income (Loss) Per Share
The following table sets forth the computations of basic and
diluted net income (loss) per share.
Quarter
ended October 31,
2002 2001
Net income (loss) applicable to
common stock:
Basic and diluted $ 778,907 $(1,039,040)
Weighted average number of common
shares outstanding 6,154,351 6,139,351
Effect of dilutive securities:
Stock options 45,733 --
Weighted average number of common
shares outstanding and dilutive
securities 6,200,084 6,139,351
Net income (loss) per share of
common stock:
Basic and diluted $ 0.13 $ (0.17)
At October 31, 2002 and 2001, respectively, options and
warrants to purchase 637,767 and 497,767 shares of common stock
were outstanding but were not included in the computation of
earnings per share because they were anti-dilutive.
3. Notes Receivable
E. L. Specialists, Inc.
Through a series of bridge financing agreements, the Company
loaned $1,056,300 ($956,300 in cash and $100,000 in services) to
E. L. Specialists, Inc. (ELS).
Effective August 5, 2002, CTT sold and transferred all its
interests related to ELS to MRM Acquisitions, LLC (MRM) for
$200,000 cash. The transferred interests include CTT's notes
receivable in the face amount of $1,056,300 (plus interest) from
ELS, its related security interest in ELS' intellectual property,
all its other interests under agreements in connection with its
notes receivable from ELS and CTT's interest in a technology
servicing agreement related to ELS's intellectual property.
CTT collected $200,000 from MRM on August 5, 2002. At
October 31, 2002, CTT had no remaining interest in ELS.
4. Receivables
Receivables were:
October 31, July 31,
2002 2002
Royalties $ 282,887 $1,158,685
Other 36,365 40,798
$ 319,252 $1,199,483
5. Intangible Assets Acquired
The Company reported no impairment charge in the first
quarter of fiscal 2003.
The Company reported amortization expense of $39,045 in the
first quarter of fiscal 2003 and expects to record annual
amortization expense of approximately $156,000 for fiscal 2003,
2004, 2005, 2006 and $109,000 for fiscal 2007.
October 31, July 31,
2002 2002
Intangible assets acquired,
principally licenses and
patented technologies,
at adjusted cost $1,637,067 $1,637,067
Accumulated amortization (942,866) (903,821)
$ 694,201 $ 733,246
6. Accrued Liabilities
Accrued liabilities were:
October 31, July 31,
2002 2002
Royalties payable $ 645,911 $1,308,381
Accrued professional fees 74,546 65,162
Accrued compensation 186,662 157,416
Deferred revenues 106,667 106,667
Other 46,771 43,277
$1,060,557 $1,680,903
7. Contingencies
Contingent Obligation
On October 28, 2002, the Company signed a contingent
promissory note payable to our patent litigation counsel for
$1,683,349 plus simple interest at the annual rate of 11% from
the agreement date payable only from future receipts in a
settlement or other favorable outcome of the litigation against
Fujitsu, if any. Accordingly, in the first quarter of fiscal
2003, we reversed from accounts payable $1,583,445 that was
accrued at July 31, 2002.
Litigation
Fujitsu
In December 2000, (coincident with filing a complaint with
the United States International Trade Commission (ITC) that was
withdrawn in August 2001) CTT and the University of Illinois
filed a complaint, which was subsequently stayed, against Fujitsu
Limited, Fujitsu General Limited, Fujitsu General America,
Fujitsu Microelectronics, Inc. and Fujitsu Hitachi Plasma Display
Ltd. (Fujitsu et al.) in the United States District Court for the
Central District of Illinois seeking damages for past
infringements and an injunction against future sales of plasma
display panels (PDPs) that infringe two U. S. patents held by
CTT's client, the University of Illinois. The two patents cover
energy recovery in flat plasma display panels. In July 2001, CTT
reactivated this complaint to pursue these additional legal
remedies (damages for past infringing sales and possibly damages
for willfulness) that are not available at the ITC. In May 2002,
the District Court granted defendants' motion to transfer this
case to the Northern District of California. The trial in this
case is currently scheduled for October 2003.
Effective July 23, 2002, CTT and the University of Illinois
agreed that the University of Illinois would take the lead in
this litigation and assume the cost of new lead counsel. Before
this agreement, CTT bore the entire costs of lead counsel in this
litigation. In December 2002, CTT was dismissed as co-plaintiff
from this litigation but retains its economic interest in its
potential favorable outcome.
In September 2001, Fujitsu et al. filed suit against CTT and
Plasmaco, Inc. in the United States District Court for the
District of Delaware. This lawsuit alleged, among other things,
that CTT misappropriated confidential information and trade
secrets supplied by Fujitsu during the course of the ITC action.
It also alleged that, with Plasmaco's assistance, CTT abused the
ITC process to obtain information to which it otherwise would not
have been entitled and which it will use in the action against
Fujitsu in the United States District Court for the Central
District of Illinois (now in the Northern District of
California). The Delaware District Court dismissed this action
at the request of Fujitsu who subsequently re-instituted the case
in the Northern District of California.
CTT is unable to estimate the legal expenses or the loss it
may incur or the possible damages it may recover in these suits,
if any, and has recorded no potential judgment proceeds in its
financial statements to date.
LabCorp
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 alleged, among other things, that
LabCorp owes plaintiffs royalties for homocysteine assays
performed beginning in 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. The claim sought 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 sought unspecified money and exemplary damages
and attorneys' fees, among other things. LabCorp filed an answer
and counterclaims alleging noninfringement, patent invalidity and
patent misuse.
The jury that heard this case in November 2001 confirmed the
validity of CTT's patent rights and found that LabCorp willfully
contributed to and induced infringement and breached its
contract. In December 2001, the Court entered judgment affirming
the jury's verdict.
In November 2002, the Court confirmed its judgment in favor
of CTT and MLI. The Court's amended judgment awarded CTT
approximately $1,019,000 damages, $1,019,000 enhanced damages,
and $132,000 prejudgment interest; in addition, the Court will
consider plaintiff's request for attorneys' fees. If the Court's
judgment is upheld in post-trial motions and on appeal, CTT will
retain approximately $1,000,000 of damages awarded plus post-
judgment interest at the statutory rate. Additional post-trial
motions and appeal are pending.
CTT is unable to estimate the legal expenses it may incur or
the possible damages it may ultimately recover in this suit, if
any, and has recorded no potential judgment proceeds in its
financial statements to date.
MaternaTM
The 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, previously
filed a lawsuit against American Cyanamid Company (a subsidiary
of Wyeth), defendant, in the United States District Court for the
District of Colorado. This case involved a patent for an
improved formulation of Materna, a prenatal vitamin compound sold
by defendant. 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. As a result of this contract, the Company is entitled
to share 18.2% of damages awarded to the University of Colorado,
if any, after deducting the legal expenses of this suit.
On July 7, 2000, the District Court concluded that Robert H.
Allen and Paul A. Seligman were the sole inventors of the
reformulation of Materna that was the subject of the patent and
that defendant is liable to them and the other plaintiffs on
their claims for fraud and unjust enrichment.
On August 13, 2002, the District Court judge awarded
approximately $54 million, plus certain interest from January 1,
2002, to the plaintiffs. If this judgment becomes final, CTT's
share would be approximately $6 million plus its proportionate
share of interest.
The defendant has filed a Notice of Appeal in the U.S. Court
of Appeals for the Federal Circuit and posted a $59 million bond
to be able to appeal these judgments. CTT is unable to predict
when this lawsuit will finally be settled or when it will receive
its share of damages finally awarded, if any.
CTT has recorded no potential judgment proceeds in its
financial statements to date. While the Company has incurred
certain expenses in connection with this suit, it does not expect
to incur additional expenses in this suit in the future. The
Company records such expenses as they are incurred.
Optical Associates, Limited Partnership (OALP)
In 1989, University Optical Products Co. (UOP), a majority-
owned subsidiary of CTT which had developed a computer-based
system to manufacture specialty contact lenses, intraocular
lenses and other precision optical products, sold substantially
all its assets to Unilens Corp. USA (Unilens). The proceeds of
the sale included an installment obligation for $5,500,000
payable at a minimum of $250,000 per year beginning in January
1992. Due to the uncertainty of the timing and amount of future
cash flows, income on the installment obligation is recorded net
of related expenses as the payments are received. Cash received
in excess of the fair value assigned to the original obligation
is recorded as other income from continuing operations. As cash
proceeds are received, CTT records a 4% commission expense
payable to its joint venture partner, OALP. Unilens made no
payments in fiscal 2003 or 2002.
On November 4, 1991, a suit was filed in the Superior Court
of the Judicial District of Fairfield, Connecticut, at Bridgeport
by Bruce Arbeiter, Jeffrey A. Bigelow, Jeffrey W. Leiderman,
Optical Associates, Limited Partnership and Optical Associates
Management Corp. (OAMC) purportedly on behalf of all the limited
partners of OALP, as plaintiffs, against Genetic Technology
Management, Inc. (GTM), University Optical Products Co., the
Company, Jay Warren Blaker, L.W. Miles, A. Sidney Alpert, Frank
R. McPike, Jr., Michael Behar, Bruce E. Langton, Arthur M.
Lieberman and Harry Van Benschoten, as defendants. The complaint
alleges, among other things, that in January 1989 the defendants,
GTM, UOP and the Company, sold substantially all the assets of
OALP to Unilens Corp. USA and disbursed only 4% of the sales
price to OALP, all in violation of certain agreements,
representations and legal obligations; that OALP is entitled to
the full proceeds of the sale to Unilens; and that by vote of
limited partners holding in excess of 80% of the capital
interests of OALP, the limited partners have removed GTM as the
general partner of OALP and replaced GTM with OAMC. The
complaint claims, among other things, money damages (in an amount
not specified in the claim for relief); treble and punitive
damages (with no amounts specified); attorneys fees; an
accounting; temporary and permanent injunctive relief; and
judgment holding that OAMC was legally substituted for GTM as the
general partner of OALP. Based upon all the facts available,
management believes that the claims asserted in the suit are
without merit, and the Company has vigorously defended against
plaintiffs' claims. On September 14, 2001, the attorney referee
recommended that the Court grant defendants' motion for
dismissal, but plaintiffs objected. There has been no further
action and no final order has yet been entered. Through October
31, 2002, the Company had received aggregate cash proceeds of
approximately $1,011,000 from the January 1989 sale of UOP's
assets to Unilens.
CTT incurred no legal expenses related to this suit in the
first quarter of either fiscal year.
8. Related Party Transactions
During the three months ended October 31, 2002 and 2001, CTT
incurred charges of $5,567 and $31,773, respectively, for
consulting services (including expenses and use taxes) provided
by one and two directors in the respective periods.
9. Recently Issued Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement No. 142, "Goodwill and Other Intangible Assets."
This statement establishes financial accounting and reporting for
acquired goodwill and other intangible assets acquired
individually or with a group of other assets but not acquired in
a business combination. The Company's adoption of this statement
on August 1, 2002, did not have a material effect on its
financial condition or results of operations.
In August 2001, the FASB issued Statement No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets."
This statement establishes a single accounting model for the
impairment of long-lived assets. The Company's adoption of this
statement on August 1, 2002, did not have a material effect on
its financial condition or results of operations.
PART I. FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
We have rounded all amounts in this Item 2 to the nearest
thousand dollars. In addition, all periods discussed in this Item 2
relate to our fiscal years ending July 31 (first quarters ending
October 31, second quarters ending January 31, and third quarters
ending April 30).
Critical Accounting Policies
Preparation of our consolidated financial statements in
conformity with accounting principles generally accepted in the
United States requires that we make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of
the financial statements, the reported amounts of revenues and
expenses for the reporting period, and related disclosures. We base
our estimates on the information available at the time and
assumptions we believe are reasonable.
We believe that significant estimates, assumptions and
judgments affect the following critical accounting policies used in
preparing our consolidated financial statements. The audit
committee of our board of directors has reviewed their selection,
application and disclosure.
Revenue Recognition
We derive revenues primarily from patent and technology license
and royalty fees. Since these revenues result from our
representation agreements with owners and assignees of intellectual
property rights, we record revenues net of the owners' and
assignees' shares of license and royalty fees. We stipulate the
terms of our licensing arrangements in written agreements with the
owners, assignees and licensees.
Single element arrangements
Since we usually have no significant obligations after we
execute license agreements, they are generally single element
arrangements. Under the terms of our license agreements, we
generally receive an upfront license fee and a royalty stream
based on the licensee's sales of products applying the licensed
technology.
License fees under single element arrangements
We recognize upfront, nonrefundable license fees when our
licensee executes the license agreement and pays the license
fee. When these two events occur, we have persuasive evidence
of an arrangement, no continuing obligations, completed
delivery, and assurance of collection.
Royalty fees under single element arrangements
Although we fix the royalty rate (e.g., percentage of
sales or rate per unit sold) in the license agreement, the
amount of earned royalties is contingent upon the amount of
licensed product the licensee sells. Royalties earned in each
reporting period are contingent on the outcome of events (i.e.,
the licensee's sales of licensed products) occurring within
that period that are not within our control and are not
directly tied to our providing services. Therefore, we
recognize this royalty revenue when the contingency is resolved
and we can estimate the amount of royalty fees earned, which is
upon our receipt of the licensee's royalty report.
Other arrangements
In limited instances, we enter into multiple element
arrangements with continuing service obligations. Based upon
the limited verifiable objective evidence available, we
generally defer all revenue from such multiple element
arrangements until we deliver all elements.
In limited instances, we enter into milestone billing
arrangements, which we evaluate on a case-by-case basis. In
these arrangements, we generally defer upfront fees and
recognize the related revenue and other services revenue as
earned over the entire arrangement.
Impairment of Intangible Assets and Long-Term Investments
We review intangible assets and investments in equity
securities that do not have readily determinable fair values for
impairment when events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. If the sum of
expected future undiscounted cash flows is less than the carrying
amount of the asset, we recognize an impairment loss measured by the
amount the asset's carrying value exceeds its fair value and re-
evaluate the remaining useful life of the asset. If a quoted market
price is available for the asset or a similar asset, we use it in
determining fair value. If not, we determine fair value as the
present value of estimated cash flows based on reasonable and
supportable assumptions.
See Notes 7 and 14 to Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the year
ended July 31, 2002, for complete discussions of the results of
applying this policy in prior fiscal years.
We regularly apply this policy to our equity investments in
privately held companies (principally $1,034,000 in NTRU
Cryptosystems, Inc. at October 31, 2002). We consider the
investee's financial health (including cash position), business
outlook (including product stage and viability to continue
operations), recent funding activities, and business plan (including
historical and forecast financial information). In the future, we
could be required to write down our investments because of adverse
changes in these or other factors. These investments are not
readily transferable and our opportunities to liquidate them are
limited and subject to many factors beyond our control, including
circumstances internal to the investee and broader economic
conditions. NTRU has recently engaged a new chief executive officer
and we understand that he is considering strategic alternatives
including, but not necessarily limited to, acquiring other
companies, being acquired, or pursuing new markets. To date, we
understand that these plans are only in the formative stages, no
commitments have been made, and NTRU continues to operate under its
historical business plan. We cannot predict whether or to what
extent future decisions or changes in facts and circumstances will
affect the realization of our NTRU investment.
We also apply this policy regularly to all acquired
intangible assets. As a result, we recorded $156,000 of
impairment charges in other direct expenses relating to revenue
at July 31, 2002, reduced the average remaining useful life
from 7 to approximately 5 years and expect to record
amortization expense of approximately $156,000 for fiscal 2003
(compared with $139,000 for fiscal 2002).
Impairment of Loans
We review loans for impairment when events or changes in
circumstances indicate that the carrying amount of the loan may not
be recoverable. We determine the present value of expected future
cash flows under the loan (discounted at the loan's effective
interest rate) or the fair value of the collateral if the loan is
collateral dependent. If the fair value of the loan is less than
its carrying amount, we recognize an impairment loss based on the
fair value of the loan. This policy is consistent with Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan - an amendment of Statements No. 5 and 15."
See Notes 3 and 14 to Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the year
ended July 31, 2002, for discussion of the results of applying this
policy in prior fiscal years.
Results of Operations - Three Months Ended October 31, 2002 (First
Quarter of 2003) vs. Three Months Ended October 31, 2001 (First
Quarter of 2002)
Revenues
Our total revenues for the first quarter of 2003 were $382,000,
which was $28,000 (7%) lower than in the first quarter of 2002,
principally because we had $25,000 of other revenues in the first
quarter of 2002 and no other revenues in the first quarter of 2003.
For the first quarter of 2003, our retained royalty revenues
were $382,000, which was $3,000 (1%) lower than in the first quarter
of 2002. In the first quarter of 2003, $287,000 (75%) of our
retained royalties were from four technologies: $147,000 (38%) from
EthyolTM (a chemotherapeutic mitigation agent); $55,000 (14%) from
the babesiosis vaccine (reported semi-annually); $52,000 (14%) from
the vitamin B12 assay; and $34,000 (9%) from the homocysteine assay.
Higher retained royalty revenues from Ethyol and a final
royalty on one of our seven gallium arsenide semiconductor licenses
partially offset the decline in retained royalty revenues from our
expiring vitamin B12 assay patents, the last of which expired in
November 2002. Ethyol's royalty base is higher since October 2001
when the licensee began selling Ethyol directly in the United States
rather than through a distributor. In the first quarter of 2003,
our retained royalties from Ethyol reached our $500,000 per calendar
year maximum. As a result, we expect no Ethyol royalties in the
second quarter of 2003 with Ethyol royalties resuming in the third
quarter of 2003.
Licensees of our endoscopic ligator have withheld royalties
since the third quarter of fiscal 2000. (Our retained royalties
from the endoscopic ligator were approximately $138,000 for 2000.)
We believe we are entitled to all withheld and future royalties for
use of our patented technology. However, we cannot predict when, if
ever, licensees will resume remitting royalties for this technology.
We believe that a 2002 Supreme Court decision invalidates our
licensees' arguments that their products are not using our patented
technology. We continue to pursue collection of these royalties
through non-judicial means.
Other changes in retained royalty revenues reflect changes in
the timing of royalties reported by licensees and in licensees'
sales of licensed products. Historically, the Company's royalty
revenues in its first and third fiscal quarters have been lower than
in its second and fourth quarters.
Since much of our retained royalty revenue depends on our
licensees' sales of licensed products, current economic conditions
may reduce our royalties from them. However, we cannot predict
either the timing or the amount of such potential changes, if any.
On August 13, 2002, the District Court judge in the MaternaTM
case awarded the plaintiffs approximately $54 million plus certain
interest from January 1, 2002. If this judgment becomes final,
CTT's share would be approximately $6 million plus its proportionate
share of interest. The defendant has filed a Notice of Appeal and
posted a $59 million bond to be able to appeal the judgment. We
cannot predict when this lawsuit will finally be settled or when we
will receive our share of damages finally awarded, if any. We have
included details of progress and status in this case in Note 7 to
the accompanying financial statements.
The jury and judge in the U. S. District Court for the District
of Colorado confirmed our client's and our homocysteine patent
rights and found that LabCorp had willfully contributed to and
induced infringement. In November 2002, the judge awarded CTT and
its client enhanced damages and interest. If we ultimately prevail
and the Court's judgment is upheld in post-trial motions and on
appeal, CTT will retain $1,000,000 of damages awarded plus post-
judgment interest at the statutory rate. Based on the Court's
judgment, we believe we are entitled to royalties on all
homocysteine assays performed by our licensees and others and we are
aggressively pursuing potential licenses. However, we cannot assure
you that we will ultimately prevail. We have included details of
progress and status in this case in Note 7 to the accompanying
financial statements.
Operating expenses
Patent enforcement expenses, net of reimbursements, in the
first quarter of 2003 were $596,000 (94%) lower than in the first
quarter of 2002. Effective July 23, 2002, we agreed with the
University of Illinois, our client, that the University would take
the lead and assume the cost of new lead counsel in the litigation
against Fujitsu. Before this agreement, CTT bore the entire costs
of lead counsel in this litigation. This agreement substantially
reduced our net patent enforcement expenses in the first quarter of
2003. Patent enforcement expenses in the first quarter of 2002 were
principally for outside litigation counsels' services in the three
patent litigations (Fujitsu, LabCorp and MaternaTM, two of which
were active in fiscal 2002) in which our clients and/or we sued to
enforce their and our patent rights. We have included details of
progress and status in these three cases in Note 7 to the
accompanying financial statements.
We have reclassified certain first quarter of 2002 amounts
between personnel and other direct expenses relating to revenue and
general and administrative expenses to conform with the presentation
for 2003. We classify domestic and foreign patent legal expenses
(net of reimbursements), amortization of intangible assets acquired,
employee salaries and benefits, and marketing and consulting
expenses related to technologies and specific revenue initiatives as
personnel and other direct expenses relating to revenue. We
classify directors' fees and expenses, public company expenses,
professional service expenses (including corporate legal, litigation
and audit), rent, and other general business and operating expenses
as general and administrative expenses.
Personnel and other direct expenses relating to revenue were
$740,000 for the first quarter of 2003, which was $288,000 (64%)
higher than in the first quarter of 2002. In June 2002, we hired
John B. Nano to serve as our President and Chief Executive Officer.
During the first quarter of 2003, we paid discretionary bonuses
(which were both approved and paid in the first quarter of 2003) in
lieu of increasing base salaries for our professional staff. In
addition, we engaged consultants to assist us in developing
strategic alliances and relationships and specific revenue
opportunities. One of these consulting agreements expired in
October 2002 and the others are terminable with a week's notice.
These factors accounted for nearly all of the increase in personnel
and other direct expenses relating to revenue.
General and administrative expenses for the first quarter of
2003 were $424,000, which was $13,000 (3%) higher than in the first
quarter of 2002. Reductions in corporate litigation and other
operating expenses partially offset increases in investor relations,
corporate legal, and marketing expenses.
Reversal of accounts payable exchanged for contingent note payable
On October 28, 2002, the Company signed a contingent promissory
note payable to our patent litigation counsel for $1,683,000 plus
simple interest at the annual rate of 11% from the agreement date
payable only from future receipts in a settlement or other favorable
outcome of the litigation against Fujitsu, if any. Accordingly, in
the first quarter of 2003, we reversed from accounts payable
$1,583,000 that was accrued at July 31, 2002. This one-time
reversal constituted income for the first quarter of 2003 and
increased shareholders' interest.
Interest income
Interest income of $13,000 for the first quarter of 2003 was
$32,000 (71%) lower than in the first quarter of 2002. Our average
invested balance was approximately 50% lower and our weighted
average interest rate was approximately 1.7% per annum compared with
approximately 3.0% per annum in fiscal 2002.
Income taxes
The Company has substantial net operating and capital loss
carryforwards for Federal income tax purposes. See Note 9 to
Consolidated Financial Statements in the Company's Annual Report on
Form 10-K for the year ended July 31, 2002.
Financial Condition and Liquidity
At October 31, 2002, cash and cash equivalents of $403,000 were
$348,000 lower than cash and cash equivalents of $750,000 at July
31, 2002. Operating activities used $526,000 and investing
activities provided $178,000 in the first quarter of 2003.
In addition, the Company held $2,145,000 in short-term
investments at October 31, 2002, compared with $2,137,000 at July
31, 2002. These investments are available for our current
operating, investing and financing needs.
The Company's net income for the first quarter of 2003 included
noncash charges of $100,000 comprising $48,000 for depreciation and
amortization and $52,000 for stock compensation. In addition, the
reversal of accounts payable of $1,583,000 exchanged for a
contingent note payable was a noncash credit.
In general, changes in various operating accounts result from
changes in the timing and amounts of cash flows before and after the
end of the period. The most substantial changes in operating
accounts were the $876,000 (76%) decrease in royalties receivable,
the $1,649,000 (96%) decrease in accounts payable and the $662,000
(51%) decrease in royalties payable. In addition to fluctuations in
the amounts of royalties reported, the changes in royalties
receivable and payable reflect the Company's normal cycle of royalty
collections and payments.
Effective August 5, 2002, CTT sold and transferred all its
interests related to E. L. Specialists, Inc. to MRM Acquisitions,
LLC for $200,000 cash it collected on August 5, 2002.
At October 31, 2002, the Company had committed to purchase
certain intangible assets for $50,000 cash, which it paid in
November 2002. In October 2002, the Company retained an investment
banker to advise and assist the Company in obtaining additional
funding. Under this retainer (which may be terminated by either
party after January 7, 2003), the Company committed to pay $10,000
per month plus out-of-pocket expenses for six months plus certain
fees payable only if CTT completes a financing transaction. At
October 31, 2002, the Company had no outstanding debt or available
credit facility.
At October 31, 2002, we had net working capital of $1,954,000,
$813,000 more than at July 31, 2002. Our accounts payable at July
31, 2002, included $1,583,000 of invoices we reversed in October
2002. On October 28, 2002, the Company signed a contingent
promissory note payable to our patent litigation counsel for
$1,683,000 plus simple interest at the annual rate of 11% from the
agreement date payable only from future receipts in a settlement or
other favorable outcome of the litigation against Fujitsu, if any.
Accordingly, we reversed $1,583,000 from accounts payable in the
first quarter of 2003, thereby reducing the Company's working
capital requirements. In addition, as a result of our agreement for
the University of Illinois to assume the costs of lead counsel in
the litigation against Fujitsu, our $35,000 of patent enforcement
expenses for the first quarter of 2003 were $596,000 (94%) less than
in the first quarter of 2002.
Based on our current expectations, including the actions
discussed in the preceding paragraph, we anticipate that currently
available funds and expected revenues will be sufficient to finance
cash needs for our current operating and enforcement activities into
fiscal 2004. We are, however, considering opportunities to increase
our cash resources. Specifically, we have engaged an investment
banker to assist us in raising debt and/or equity funds to execute
our strategic plan. In addition, we are evaluating an opportunity
to monetize a portion of our interest in the Materna judgment prior
to its final resolution on appeal. We will carefully evaluate the
economic costs and benefits of any transaction of this nature.
We intend to monitor our operating and enforcement costs
closely and reduce them, if necessary, to meet these expectations.
However, royalty revenues, costs of enforcement actions and
expansion of our business are subject to many factors outside our
control or that we cannot currently anticipate, including without
limitation business opportunities that may arise in the future.
Accordingly, we cannot assure you that our current expectations
regarding the sufficiency of currently available funds and expected
revenues will prove to be accurate.
At October 31, 2002, CTT's shareholders' interest was
$3,772,000. Under American Stock Exchange (AMEX) listing standards,
if CTT sustains a net loss in fiscal 2003 and has less than
$4,000,000 shareholders' interest at July 31, 2003, or if CTT has
less than $2,000,000 shareholders' interest before July 31, 2003,
the AMEX may consider suspending dealings in or de-listing CTT's
common stock. In October 2002, we engaged investment bankers to
assist us in raising additional debt or equity funds to execute our
strategic plan. In addition, we are pursuing additional strategies
to leverage our core licensing competencies and generate near-term
revenues. We expect the results of these efforts, together with the
benefits of our July 23, 2002 agreement with the University of
Illinois and our October 28, 2002 agreement with patent litigation
counsel discussed above, to keep CTT within the AMEX listing
standards, but we cannot assure you that we will achieve our
expectations.
Other Matters
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 is involved in four pending litigation matters,
three of which are patent enforcement suits. They are detailed in
Note 7 to the accompanying financial statements.
Recently Issued Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement No. 142, "Goodwill and Other Intangible Assets."
This statement establishes financial accounting and reporting for
acquired goodwill and other intangible assets acquired individually
or with a group of other assets but not acquired in a business
combination. The Company's adoption of this statement on August 1,
2002, did not have a material effect on its financial condition or
results of operations.
In August 2001, the FASB issued Statement No. 144, "Accounting
for the Impairment or Disposal of Long-lived Assets." This
statement establishes a single accounting model for the impairment
of long-lived assets. The Company's adoption of this statement on
August 1, 2002, did not have a material effect on its financial
condition or results of operations.
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,
2002, under the caption "Risk Factors," 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.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
The Company's Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) as of October 31, 2002. The
Company's disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized,
and reported as specified in the Securities and Exchange
Commission's rules and forms. Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer
concluded that these controls were effective as of October 31, 2002.
(b) Change in Internal Controls
There have been no significant changes in the Company's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
There were no significant deficiencies or material weaknesses in our
internal controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in four pending litigation matters.
They are fully detailed in Note 7 to the accompanying Consolidated
Financial Statements.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
10.1 Amended Section 5(g) of registrant's 2000
Directors Stock Option Plan. 28
99.1 Certification by the Principal Executive
Officer of Competitive Technologies, Inc.
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (18 U.S.C. 1350). 29
99.2 Certification by the Principal Financial
Officer of Competitive Technologies, Inc.
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (18 U.S.C. 1350). 30
B) Reports on Form 8-K
On August 6, 2002, the Company filed a report on Form 8-K
(date of earliest event reported July 16, 2002) under Item
5 and Item 7 to report its sale of all its interests
related to E. L. Specialists, Inc. to MRM Acquisitions,
LLC for $200,000, as previously reported under Item 15(b)
in the Company's Form 10-K for the fiscal year ended July
31, 2002.
On August 16, 2002, the Company filed a report on Form 8-K
under Item 5 and Item 7 to report the August 13, 2002,
opinion of the U. S. District judge for the District of
Colorado awarding approximately $54 million plus interest
from January 1, 2002, to the plaintiffs in the MaternaTM
patent infringement litigation, as previously reported
under Item 15(b) in the Company's Form 10-K for the fiscal
year ended July 31, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMPETITIVE TECHNOLOGIES, INC. COMPETITIVE TECHNOLOGIES,
INC.
(the Company) (the Company)
By /s/ John B. Nano By /s/ Frank R. McPike, Jr.
John B. Nano Frank R. McPike, Jr.
President, Chief Executive Executive Vice President,
Officer and Authorized Signer Chief Financial Officer and
Authorized Signer
Date: December 16, 2002
CERTIFICATIONS
I, John B. Nano, President and Chief Executive Officer of
Competitive Technologies, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Competitive Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: December 16, 2002
/s/ John B. Nano
John B. Nano, President
and Chief Executive Officer
Competitive Technologies, Inc.
I, Frank R. McPike, Jr., Executive Vice President, Chief Financial
Officer and Treasurer of Competitive Technologies, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-Q of
Competitive Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: December 16, 2002
/s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Executive Vice President,
Chief Financial Officer
and Treasurer of Competitive
Technologies, Inc.