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, 2003
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)
(203) 255-6044
(Registrant's telephone number, including area code)
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 1, 2003 - 6,201,345 shares
Exhibit Index on sequentially numbered page 28 of 52.
Page 1 of 52 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, 2003 and July 31, 2003 (Audited) 3
Consolidated Statements of Operations for the
three months ended October 31, 2003 and 2002 4
Consolidated Statement of Changes in
Shareholders' Interest for the three
months ended October 31, 2003 5
Consolidated Statements of Cash Flows for the
three months ended October 31, 2003 and 2002 6
Notes to Consolidated Financial Statements 7-17
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 18-27
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 28
Item 4. Controls and Procedures 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 28
Item 6. Exhibits and Reports on Form 8-K 28-29
Signatures 29
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 2003 and July 31, 2003
October 31, July 31,
2003 2003
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,399,787 $ 1,404,615
Short-term investments 99,856 99,680
Accounts receivable 307,233 957,275
Prepaid expenses and other current assets 179,178 275,019
Total current assets 2,986,054 2,736,589
Property and equipment, at cost, net 24,145 29,834
Investments, at cost 40,993 43,356
Intangible assets acquired, net 132,579 142,722
TOTAL ASSETS $ 3,183,771 $ 2,952,501
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable $ 482,715 $ 501,655
Accrued liabilities 1,186,336 1,281,419
Total current liabilities 1,669,051 1,783,074
Commitments and contingencies -- --
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 62,013 62,013
Capital in excess of par value 26,747,229 26,747,229
Accumulated deficit (25,355,197) (25,700,490)
Total shareholders' interest 1,514,720 1,169,427
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 3,183,771 $ 2,952,501
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended October 31, 2003 and 2002
(Unaudited)
2003 2002
Revenues:
Retained royalties $ 386,899 $ 381,758
Retained royalty settlement 900,000 --
1,286,899 381,758
Patent enforcement expenses, net of
reimbursements 32,837 35,143
Personnel and other direct expenses
relating to revenue, of which
$5,567 was paid to a related party
in 2002 558,809 739,996
General and administrative expenses 426,170 423,994
Reversal of accounts payable exchanged
for contingent note payable -- (1,583,445)
1,017,816 (384,312)
Operating income 269,083 766,070
Interest income 2,461 12,837
Other income, net 73,749 --
Net income $ 345,293 $ 778,907
Net income per share:
Basic and diluted $ 0.06 $ 0.13
Weighted average number of common
shares outstanding:
Basic 6,201,345 6,154,351
Diluted 6,201,345 6,200,084
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, 2003
(Unaudited)
Preferred Stock
Shares Common Stock Capital in
issued and Shares excess of Accumulated
outstanding Amount issued Amount par value Deficit
Balance - July 31, 2003 2,427 $60,675 6,201,345 $62,013 $26,747,229 $(25,700,490)
Net income . . . . . . . 345,293
Balance - October 31, 2003 2,427 $60,675 6,201,345 $62,013 $26,747,229 $(25,355,197)
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, 2003 and 2002
(Unaudited)
2003 2002
Cash flow from operating activities:
Net income $ 345,293 $ 778,907
Noncash items included in net income:
Depreciation and amortization 15,832 47,909
Stock compensation 38,366 51,939
Reversal of accounts payable exchanged
for contingent note payable -- (1,583,445)
Other (73,750) --
Net changes in various operating
accounts:
Receivables 650,042 880,231
Prepaid expenses and other current
assets 95,841 36,757
Accounts payable and accrued
liabilities (152,389) (738,205)
Net cash flow from operating activities 919,235 (525,907)
Cash flow from investing activities:
Purchases of property and equipment, net -- (13,567)
Purchases of other short-term investments (176) (8,032)
Proceeds from NTRU Cryptosystems, Inc.
preferred stock 2,363 --
Sale of interests in E. L. Specialists, Inc. -- 200,000
Collection of sales proceeds from
previously discontinued operation 73,750 --
Net cash flow from investing activities 75,937 178,401
Net increase (decrease) in cash and cash
equivalents 995,172 (347,506)
Cash and cash equivalents,(A) beginning
of period 1,404,615 750,421
Cash and cash equivalents,(B) end of period $2,399,787 $ 402,915
(A) Does not include short-term investments of $99,680 and $2,136,874, in
2003 and 2002, respectively.
(B) Does not include short-term investments of $99,856 and $2,144,906 in
2003 and 2002, 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.
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, 2003.
Capital Requirements, Management's Plans and Basis of
Presentation
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates continuity
of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. At October 31,
2003, the Company's accumulated deficit was $25,355,197. At
October 31, 2003 its cash, cash equivalents and short-term
investments were $2,499,643.
The Company has incurred substantial operating and net
losses in the three years ended July 31, 2003. Net patent
enforcement expenses related to the Fujitsu and LabCorp
litigations and investment losses have been substantial. In
addition, the Company has incurred $537,000 cumulatively through
October 31, 2003 for professional advice related to the ongoing
SEC investigation (see Note 8 to Consolidated Financial
Statements).
The amounts and timing of the Company's future capital
requirements will depend on many factors, including the results
of the Materna(TM), Fujitsu and LabCorp lawsuits (see Note 8 to
Consolidated Financial Statements), the Company's marketing
efforts, the SEC investigation and the Company's fund raising
efforts. To achieve profitability, the Company must successfully
license technologies with current and long-term revenue streams
greater than its operating expenses. To sustain profitability,
the Company must continually add such licenses. The time
required to reach profitability is uncertain and we cannot assure
you that the Company will be able to achieve profitability on a
sustained basis.
Management has taken certain steps to reduce cash operating
expenses, to defer payment of certain liabilities, to make
payment of certain obligations contingent upon receipt of
revenues, and to sell additional portions of CTT's share of the
potential Materna award. In addition to seeking debt and/or
equity funding, we also seek to increase our cash resources by
obtaining substantial up-front license fees in potential new
licenses, by collecting additional amounts we believe are due to
us and by selling future royalty streams from our portfolio. We
cannot predict when we might receive our remaining potential
award in the Materna lawsuit. While we believe receipt of that
award would satisfy our cash requirements and fund our operations
for a period of time that will allow us to generate sufficient
revenues to sustain our operations, we cannot rely on it for our
current cash requirements.
If we do not obtain sufficient additional cash resources,
management may have to reduce operating expenses and cash
outflows to sustain the Company until it obtains additional cash
from revenues, potential litigation awards or other funding
sources. However, royalty revenues, obtaining rights to new
technologies, granting licenses, and enforcing intellectual
property rights are subject to many factors outside our control
or that we cannot currently anticipate. If these reductions are
insufficient or if our efforts do not generate sufficient cash,
management intends to make further reductions that could affect
our ability to achieve our growth strategy or consider other
strategic alternatives. Although we cannot assure you that we
will be successful in these efforts, management believes its plan
would sustain the Company at least until the third quarter of
fiscal 2005. Accordingly, our auditor's opinion with respect to
our financial statements as of and for the year ended July 31,
2003 included an explanatory paragraph with respect to our
ability to continue as a going concern.
2. Net Income Per Share
The following table sets forth the computations of basic and
diluted net income per share.
Quarter
ended October 31,
2003 2002
Net income applicable to
common stock:
Basic and diluted $ 345,293 $ 778,907
Weighted average number of common
shares outstanding 6,201,345 6,154,351
Effect of dilutive securities:
Stock options -- 45,733
Weighted average number of common
shares outstanding and dilutive
securities 6,201,345 6,200,084
Net income per share of
common stock:
Basic and diluted $ 0.06 $ 0.13
At October 31, 2003 and 2002, respectively, options and
warrants to purchase 1,001,567 and 637,767 shares of common stock
were outstanding but were not included in the computation of
earnings per share because they were anti-dilutive.
3. Stock-Based Compensation
The Company accounts for stock-based compensation at its
intrinsic value under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
Interpretations. Accordingly, the Company has recognized no
compensation expense for options granted under its employees and
directors stock option plans since the exercise price of all
options granted under those plans was at least the market value
of the underlying common stock on the grant date.
If CTT had determined compensation expense for its option
grants under its employees and directors stock option plans using
the fair value method of Financial Accounting Standards Board
Statement No. 123, "Accounting for Stock-Based Compensation," the
Company's results would have been:
Quarter ended October 31,
2003 2002
Net income, as reported $ 345,293 $ 778,907
Deduct total stock-based compensation
determined under the fair value
method, net of related tax effects (95,754) (56,944)
Pro forma net income $ 249,539 $ 721,963
Net income per share:
Basic - as reported $ 0.06 $ 0.13
Basic - pro forma $ 0.04 $ 0.12
Diluted - as reported $ 0.06 $ 0.13
Diluted - pro forma $ 0.04 $ 0.12
The pro forma information above may not be representative of
pro forma fair value compensation effects in future periods.
4. Unilens Receivable
Effective October 17, 2003, CTT agreed with Unilens Corp.
USA and Unilens Vision Inc. (Unilens) to settle all prior claims,
to terminate all prior agreements between them and for Unilens to
pay CTT an aggregate of $1,250,000 in quarterly installments of
the greater of $100,000 or an amount equal to 50% of the
royalties received by Unilens from one licensee. Unilens paid
the first $100,000 installment on October 17, 2003. Installments
are due each March 31, June 30, September 30 and December 31
beginning December 31, 2003. Unilens granted CTT a security
interest in all Unilens real and personal property that is
subordinate to a security interest held by UNIINVEST Holding AG
in respect of $450,000 plus interest owed by Unilens to UNIINVEST
Holding AG.
Before this agreement, Unilens owed $4,711,875 (previously
written off due to uncertainties relating to its collection)
remaining from an original installment obligation of $5,500,000
to CTT under previous agreements made in connection with the
Company's January 1989 sale of substantially all the assets of
University Optical Products Co. (UOP) to Unilens Corp. USA. We
previously reported our disposal of UOP's assts and related
receivable impairment charges as a discontinued operation. Due
to Unilens' financial condition and the uncertainty of its
payments on this obligation, the Company will record revenue from
continuing operations when it receives payments from Unilens (all
of which are in excess of the fair value assigned to the original
obligations). The Company will also record related contingent
expenses when incurred.
5. Receivables
Receivables were:
October 31, July 31,
2003 2003
Royalties $ 271,208 $ 905,654
Other 36,025 51,621
$ 307,233 $ 957,275
6. Intangible Assets Acquired
The Company reported no impairment charge in the first
quarter of fiscal 2004.
The Company reported amortization expense of $10,143 and
$39,045, in the first quarter of fiscal 2004 and 2003,
respectively, and expects to record annual amortization expense
of approximately $41,000 for fiscal 2004 and 2005, $22,000 for
fiscal 2006 and $3,000 for fiscal 2007 and 2008.
October 31, July 31,
2003 2003
Intangible assets acquired,
principally licenses and
patented technologies,
at adjusted cost $ 1,204,820 $ 1,687,067
Impairment charge -- (482,247)
Accumulated amortization (1,072,241) (1,062,098)
$ 132,579 $ 142,722
7. Accrued Liabilities
Accrued liabilities were:
October 31, July 31,
2003 2003
Royalties payable $ 789,261 $ 854,616
Accrued professional fees 61,050 156,840
Accrued compensation 243,854 217,952
Other 92,171 52,011
$ 1,186,336 $ 1,281,419
In addition, accounts payable are primarily professional
fees.
8. Contingencies
Contingent Obligations
CTT and Vector Vision, Inc. (VVI, a CTT consolidated
subsidiary) have remaining contingent obligations of
$199,569 and $224,127, respectively, at October 31, 2003 to
repay grant funding.
Under a promissory note, the Company is contingently
obligated to our former patent litigation counsel in the
Fujitsu matter for $1,683,349 plus simple interest at the
annual rate of 11% from October 28, 2002, payable only from
future receipts in a settlement or other favorable outcome
of the litigation against Fujitsu, if any. When we made
this agreement in the first quarter of fiscal 2003, we
reversed from accounts payable and recognized other
operating income of $1,583,445 that was accrued at July 31,
2002. Since interest is also contingently payable, the
Company has recorded no interest expense with respect to
this note.
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 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 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. On July 31, 2003, the judge in this case issued
his Markman decision to determine the scope of and the
interpretation of terms in the underlying patent claims.
The Court has since stayed all issues in both the underlying
case and the counterclaims except issues relating to summary
judgment. Currently, no trial is scheduled pending the
outcome of summary judgment motions and possible appeal
options.
Since July 23, 2002, the University of Illinois has
taken the lead in this litigation and assumed the cost of
new lead counsel. Before that, CTT bore the entire cost of
lead counsel in this litigation. In December 2002, CTT was
dismissed as co-plaintiff from this litigation but retains
its economic interest in any 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 (subsequently dismissed and
refiled in the Northern District of California). 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 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. The Company
records expenses in connection with this suit as they are
incurred.
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 claimed
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, $560,000 attorneys' fees and $132,000 prejudgment
interest. If the Court's judgment is upheld on appeal, CTT
will retain approximately $1,100,000 of damages awarded plus
post-judgment interest at the statutory rate. The U.S.
Court of Appeals for the Federal Circuit heard oral
arguments in this case on November 5, 2003 and we await its
decision.
CTT is unable to estimate the legal expenses it may
incur or the possible damages it may ultimately recover in
this suit, if any. CTT has not recorded revenue in its
financial statements to date for awarded damages, awarded
enhanced damages, awarded attorneys' fees or awarded
interest from the Court's November 2002 judgment. CTT will
record these revenues, if any, when the awards are final and
collectible. The Company records expenses in connection
with this suit as they are incurred.
In a January 2003 Stipulated Order, LabCorp agreed to
post a bond for all damages awarded in the November 2002
judgment and to pay CTT a percentage of sales of
homocysteine tests performed since November 1, 2002 through
final disposition of this case. In addition, pursuant to
this order, LabCorp paid $250,000 for homocysteine assays
performed from November 1, 2001 through October 31, 2002.
In exchange, this Stipulated Order stayed execution of the
monetary judgment and the permanent injunction against
LabCorp in the Court's November 2002 judgment. This
Stipulated Order is without prejudice to any party's
position on appeal. Since January 2003, CTT has received
cumulative royalties of $902,788 (revenues of $361,115 (of
which $99,954 relate to assays performed from November 1,
2001 through October 31, 2002) and royalties paid or payable
of $541,673) from LabCorp pursuant to this January 2003
Stipulated Order. If the November 2002 judgment in favor of
CTT is reversed on appeal, LabCorp's ability to recover
amounts paid to CTT, if at all, may depend on the extent and
reason for the reversal. CTT's management believes the
probability that LabCorp will recover such amounts is very
unlikely.
Materna(TM)
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 (now 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
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. The defendant has
posted a $59 million bond.
On September 3, 2003, a three-judge panel of the U.S.
Court of Appeals for the Federal Circuit (CAFC) unanimously
affirmed the August 13, 2002 judgment. In November 2003,
the CAFC denied the defendant's appeal requesting a
rehearing en banc. We do not yet know whether the defendant
intends to petition for certiorari (a request that the
Supreme Court hear its appeal) to the U.S. Supreme Court by
February 11, 2004, the deadline for such a petition.
Based on the language of the September 3, 2003
judgment, CTT's management believes there is a very
reasonable possibility the Company will receive its share of
damages finally awarded plus its proportionate share of
interest. CTT has recorded no potential judgment proceeds
in its financial statements to date. CTT will record
revenue for judgment proceeds when it receives them.
Sales of portions of expected Materna award
Effective October 30, 2003, CTT sold to LawFinance
Group, Inc. (LFG) a second portion of its expected
$6,000,000 patent infringement judgment against American
Cyanamid Company (Defendant) in the Materna lawsuit. On
October 31, 2003, CTT received $900,000 cash in exchange for
an Assigned Portion (plus court awarded interest thereon
from October 31, 2003) of CTT's share of the potential award
and recorded $900,000 in retained royalty settlement revenue
in first quarter 2004. In management's opinion, it is most
likely that the Assigned Portion will be $1,125,000.
According to this LFG agreement, the Assigned Portion
relating to the above transaction will be:
a) $1,125,000 if, in the current Appeal, Defendant
does not file a petition for certiorari with the United
States Supreme Court (Supreme Court) or the Supreme Court
denies Defendant's petition for certiorari during the
current 2003-2004 Term and LFG receives full payment within
7 days of CTT's receiving payment from Defendant, or
b) $2,160,000 if, in the current Appeal, Defendant
files a petition for certiorari with the Supreme Court and
the Supreme Court grants Defendant's petition and LFG
receives full payment within 7 days of CTT's receiving
payment from Defendant, or
c) $1,400,000 in any circumstance that does not meet
the conditions of a) or b).
CTT has no financial obligation to repay LFG or to
return any portion of the aggregate $1,500,000 received from
LFG as of October 31, 2003. (On May 19, 2003, CTT received
$600,000 cash from LFG in exchange for $1,290,000 (plus
court awarded interest from May 19, 2003) of CTT's share of
the potential award.) If CTT's share of the potential award
is less than the total amount sold to LFG, the entire amount
would be paid to LFG and LFG would be deemed paid in full.
CTT granted LFG a first security interest in CTT's share of
the potential award.
Effective November 17, 2003, CTT sold to a CTT
shareholder $312,500 (plus court awarded interest thereon
from November 14, 2003) of its expected judgment in the
Materna lawsuit in exchange for $250,000 in cash. CTT
granted this shareholder a security interest subordinate to
that of LFG in CTT's share of the potential award.
If the judgment in the Materna lawsuit is reversed in
an unappealable decision by the appropriate court, or if
there are no litigation proceeds to be distributed, the
Company has no financial obligation to repay this
shareholder in either cash or shares of CTT common stock.
If the award remaining after all amounts due to LFG is less
than $312,500, CTT shall pay this shareholder the difference
in shares of CTT common stock valued at its market value on
the day of distribution, after which he would be deemed paid
in full.
Depending on the conditions described in a), b) and c)
above relative to LFG, at December 1, 2003, CTT retained the
remaining anticipated a) $3,272,500, b) $2,237,500, or c)
$2,997,500 proceeds from this expected award (plus court
awarded interest thereon) in addition to the $1,750,000
already received from LFG and this shareholder.
SEC Investigation
By letter of May 17, 2001, CTT received a subpoena from
the Securities and Exchange Commission (SEC) seeking certain
documents in connection with the SEC's private investigation
captioned "In the Matter of Trading in the Securities of
Competitive Technologies, Inc."
On June 12, 2003, the staff of the Securities and
Exchange Commission sent written "Wells Notices" to the
Company, Frank R. McPike, Jr., (then the Company's Executive
Vice President and Chief Financial Officer), Samuel M.
Fodale (a director of the Company) and George C. J. Bigar (a
former director of the Company). The "Wells Notices"
indicated that the staff intended to recommend that the
Commission bring a civil action against the Company and the
individuals in the matter of trading in the stock of the
Company, which the Company believes relates to the Company's
stock repurchase program under which the Company repurchased
shares of its stock from time to time during the period from
October 28, 1998 to March 22, 2001.
The Company, Mr. McPike, Mr. Fodale and Mr. Bigar have
responded in writing to their respective "Wells Notices."
The Company continues to cooperate with the Commission staff
in this matter and awaits notice of the staff's formal
recommendation of what action, if any, the Commission should
take against the Company.
CTT has agreed, pursuant to Article IV of its By-laws,
to advance to Mr. Fodale his expenses incurred in connection
with this investigation, and Mr. Fodale has agreed to repay
amounts so advanced if it is ultimately determined that he
is not entitled to be indemnified by CTT as authorized by
Article IV. As of October 31, 2003, the Company has
advanced $58,000 and accrued an additional $42,000 for Mr.
Fodale pursuant to this agreement.
As of October 31, 2003, the Company has also paid
$210,000 and accrued an additional $227,000 for the
Company's and its current and former directors' (excluding
Mr. Fodale, addressed above, and Mr. Nano, who was not
named) related legal fees in the matter, which were in the
aggregate approximately $437,000 to October 31, 2003.
Cumulative fees for no current or former director (except
Mr. Fodale) individually exceeded $60,000 at October 31,
2003.
The Company has filed a claim under its directors' and
officers' liability insurance for reimbursement of these
fees in excess of the policy deductible. The Company will
record any reimbursements for these expenses when it
receives them.
Other
By letter dated October 7, 2003, the U.S. Department of
Labor notified CTT that certain former employees had filed
complaints alleging discriminatory employment practices in
violation of Section 806 of the Corporate and Criminal Fraud
Accountability Act of 2002, 18 U.S.C. 1514A, also known as
the Sarbanes-Oxley Act. The complainants request that the
Occupational Safety and Health Administration (OSHA)
investigate and, if appropriate, prosecute such violations
and request OSHA's assistance in obtaining fair and
reasonable reimbursement and compensation for damages.
Management believes these claims are without merit and the
Company has responded to the complaints. It cannot estimate
the final outcome of these complaints or the related legal
or other expenses it may incur.
9. Related Party Transactions
During the three months ended October 31, 2002, CTT incurred
charges of $5,567 for consulting services (including expenses and
use taxes) provided by one director.
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, second, third and
fourth quarters ending October 31, January 31, April 30 and July 31
respectively).
Results of Operations - Three Months Ended October 31, 2003 (First
Quarter 2004) vs. Three Months Ended October 31, 2002 (First Quarter
2003
Financial Results
Net income for our first quarter 2004 was $345,000 compared
with $779,000 for our first quarter 2003, a reduction of $434,000.
First quarter 2004 included $900,000 of revenues from sale of a
portion of our potential award in the Materna lawsuit discussed
below. First quarter 2003 included $1,583,000 gain from the
reversal of accounts payable exchanged for a contingent note
payable.
Revenues
Total revenues in our first quarter 2004 were $1,287,000, which
was $905,000 (237%) higher than in our first quarter 2003,
principally because of retained royalty settlement revenues of
$900,000 in our first quarter 2004 from sale of a portion of our
potential award in the Materna(TM) lawsuit discussed below.
In addition, royalty revenues from homocysteine assays in
our first quarter 2004 increased over first quarter 2003 by
$232,000 (686%), including $140,000 from settlement of a
royalty audit and $82,000 from LabCorp (pursuant to a
stipulated order in the LabCorp litigation) and license
agreements made in second quarter 2003. If the November 2002
judgment in favor of CTT is reversed on appeal, LabCorp's
ability to recover amounts paid to CTT, if at all, may depend
on the extent and reason for the reversal. CTT's management
believes the probability that LabCorp will recover such amounts
is very unlikely.
We had no royalty revenues from Ethyol(TM) or vitamin B12 in
our first quarter 2004 since we reached our $500,000 per calendar
year Ethyol maximum for calendar 2003 in fourth quarter 2003 and the
vitamin B12 patent has expired. These technologies generated
revenue of $147,000 and $52,000, respectively, in our first quarter
2003.
In our first quarter 2004, $1,166,000 (91%) of our revenues
were from the sale discussed below, $900,000 (70%), and from the
homocysteine assay, $266,000 (21%).
Sale of a portion of expected Materna award
Effective October 30, 2003, Competitive Technologies, Inc.
(CTT) sold to LawFinance Group, Inc. (LFG) a second portion of its
expected $6,000,000 patent infringement judgment against American
Cyanamid Company (Defendant) in the Materna lawsuit. On October 31,
2003, CTT received $900,000 cash from LFG in exchange for the
Assigned Portion (plus court awarded interest from October 31, 2003)
of CTT's share of the potential award. In management's opinion, it
is most likely that the Assigned Portion will be $1,125,000. In
that case, CTT's remaining anticipated proceeds from this expected
award (after CTT's subsequent sale of an additional $312,500 of
CTT's share of this award) would be $3,272,500 in addition to the
$1,750,000 received as of December 1, 2003.
Operating expenses
Patent enforcement expenses, net of reimbursements, of $33,000
in first quarter 2004 were $2,000 (7%) lower than in first quarter
2003. The level of patent enforcement expenses varies depending on
the stage of the litigation. We have included details of progress
and status in these cases in Note 8 to the accompanying Consolidated
Financial Statements.
Personnel and other direct expenses relating to revenue were
$559,000 for first quarter 2004, which was $181,000 (25%) lower than
the $740,000 in first quarter 2003. All of this net reduction
related to personnel reductions. We include in personnel expenses
the costs of consultants we engage to assist us in developing
specific revenue opportunities and strategic alliances and
relationships. In first quarter 2004, we had approximately 14 full-
time equivalents compared with approximately 16 in first quarter
2003.
General and administrative expenses for first quarter 2004 were
$426,000, which was $2,000 (less than 1%) higher than the $424,000
for first quarter 2003. Financing expenses increased $34,000 and
legal expenses directly related to the SEC investigation increased
$33,000 (see Note 8 to accompanying Consolidated Financial
Statements). These increases were substantially offset by lower
annual report, marketing, audit and other expenses.
Reversal of accounts payable exchanged for contingent note payable
In first quarter 2003, we reversed from accounts payable
$1,583,000 that was accrued at July 31, 2002. This one-time
reversal constituted other operating income. On October 28, 2002,
the Company signed an agreement making future payments to our former
patent litigation counsel in the Fujitsu matter completely
contingent on future receipts from Fujitsu. This contingent
promissory note payable is for $1,683,000 plus simple interest at
the annual rate of 11% from October 28, 2002, payable only from
future receipts in a settlement or other favorable outcome of the
litigation against Fujitsu, if any.
Other income, net
Other income, net, for first quarter 2004 included a $100,000
installment received from Unilens Corp. USA pursuant to a settlement
agreement effective October 17, 2003, partially offset by related
and other expenses. We previously reported our disposal of UOP's
assets and related receivable impairment charges as a discontinued
operation. Due to uncertainties related to collection of this
receivable ($1,150,000 at October 31, 2003), CTT will record revenue
from continuing operations, when it receives payments and related
contingent expenses when incurred.
Interest income of $2,000 for first quarter 2004 was $10,000
(81%) lower than in first quarter 2003. Our average invested
balance was approximately 49% lower and our weighted average
interest rate was approximately 0.7% per annum compared with
approximately 1.7% per annum in first quarter 2003.
The Company has substantial net operating and capital loss
carryforwards for Federal income tax purposes.
Financial Condition and Liquidity
Condition at October 31, 2003
At October 31, 2003, the Company had net working capital of
$1,317,000 (which was $363,000 more than at July 31, 2003) and no
outstanding debt or available credit facility.
At October 31, 2003, cash, cash equivalents and short-term
investments of $2,500,000 were $995,000 higher than at July 31, 2003
and were available to support our current operating needs. Of this
increase, $900,000 was from sale of the potential award in the
Materna lawsuit to LFG discussed above and $100,000 was from
Unilens' first installment payment. Operating activities in first
quarter 2004 provided $919,000 of cash: $650,000 from collecting
accounts receivable, $345,000 from net income and $96,000 from
prepaid expenses and other current assets, partially offset by
paying $152,000 of accounts payable and accrued liabilities.
Investing activities provided $76,000 of cash primarily from the
Unilens payment described above.
The Company's net income for first quarter 2004 included
noncash charges of $16,000 for depreciation and amortization and
$38,000 for stock compensation.
In addition to fluctuations in the amounts of royalties
reported, changes in royalties receivable and payable reflect the
Company's normal cycle of royalty collections and payments.
Capital requirements and funding
In October 2002, we retained an investment banker to advise and
assist the Company in obtaining additional debt and/or equity
funding. Under this retainer as extended July 10, 2003, (which
either party currently may terminate at any time), the Company
committed to pay $10,000 per month plus out-of-pocket expenses
through January 10, 2004 plus certain fees payable only if CTT
completes a financing transaction. The Company will use the net
proceeds of any completed financing transaction for working capital
and funding CTT's technology commercialization strategy. We cannot
assure you that a financing transaction will be completed.
The Company has incurred substantial operating and net losses
in the three years ended July 31, 2003. Net patent enforcement
expenses related to the Fujitsu and LabCorp litigations and
investment losses have been substantial. In addition, the Company
has incurred $537,000 cumulatively through October 31, 2003 for
professional advice related to the ongoing SEC investigation (see
Note 8 to accompanying Consolidated Financial Statements).
The amounts and timing of the Company's future capital
requirements will depend on many factors, including the results of
the Materna, Fujitsu and LabCorp lawsuits, the Company's marketing
efforts, the pending SEC investigation and the Company's fund
raising efforts. To achieve profitability, the Company must
successfully license technologies with current and long-term revenue
streams greater than its operating expenses. To sustain
profitability, the Company must continually add such licenses. The
time required to reach profitability is uncertain and we cannot
assure you that the Company will be able to achieve profitability on
a sustained basis.
Management has taken certain steps to reduce cash operating
expenses, to defer payment of certain liabilities, to make payment
of certain obligations contingent upon receipt of revenues, and to
sell additional portions of CTT's share of the potential Materna
award. In addition to seeking debt and/or equity funding, we also
seek to increase our cash resources by obtaining substantial up-
front license fees in potential new licenses, by collecting
additional amounts we believe are due to us and by selling future
royalty streams from our portfolio. We cannot predict when we might
receive our remaining potential award in the Materna lawsuit. While
we believe that receipt of that award would satisfy our cash
requirements and fund our operations for a period of time that may
allow us to generate sufficient revenues to sustain our operations,
we cannot rely on it for our current cash requirements.
If we do not obtain sufficient additional cash resources,
management may have to reduce operating expenses and cash outflows
to sustain the Company until it obtains additional cash from
revenues, potential litigation awards or other funding sources.
However, royalty revenues, obtaining rights to new technologies,
granting licenses, and enforcing intellectual property rights are
subject to many factors outside our control or that we cannot
currently anticipate. If these reductions are insufficient or if
our efforts do not generate sufficient cash, management intends to
make further reductions that could affect our ability to achieve our
growth strategy or to consider other strategic alternatives.
Although we cannot assure you that we will be successful in these
efforts, management believes its plan would sustain the Company at
least until the third quarter of fiscal 2005.
American Stock Exchange listing standards
At July 31, 2003, CTT's shareholders' interest was $1,169,000.
On November 12, 2003, the American Stock Exchange (AMEX) notified
CTT that it did not meet certain AMEX listing standards and that the
Company must submit a plan for returning to compliance with those
standards before May 12, 2005 in order to maintain its AMEX listing.
If the AMEX accepts this plan, the Company will be able to continue
its listing during the plan period. If CTT is not in compliance
with the AMEX continued listing standards at the end of the plan
period or does not make progress consistent with the plan during the
plan period, or if the plan is not accepted by the AMEX, the AMEX
may initiate proceedings to de-list CTT's common stock. We
submitted our plan to the AMEX on December 12, 2003 and intend to
comply with the AMEX continued listing standards according to that
plan. We cannot assure you if or when we will again meet AMEX
listing requirements.
Installment receivable from Unilens Corp. USA and Unilens Vision
Inc. (Unilens)
Effective October 17, 2003, CTT agreed with Unilens to settle
all prior claims, to terminate all prior agreements between them and
for Unilens to pay CTT an aggregate of $1,250,000 in quarterly
installments of the greater of $100,000 or an amount equal to 50% of
the royalties received by Unilens from one licensee. Unilens paid
the first $100,000 installment on October 17, 2003. Installments
are due each March 31, June 30, September 30 and December 31
beginning December 31, 2003. Unilens granted CTT a security
interest in all Unilens real and personal property that is
subordinate to a security interest held by UNIINVEST Holding AG in
respect of $450,000 plus interest owed by Unilens to UNIINVEST
Holding AG.
Before this agreement, Unilens owed $4,712,000 (previously
written off due to uncertainties relating to its collection)
remaining from an original installment obligation of $5,500,000 to
CTT under previous agreements made in connection with the Company's
January 1989 sale of substantially all the assets of University
Optical Products Co. (UOP) to Unilens Corp. USA. We previously
reported our disposal of UOP's assets and related receivable
impairment charges as a discontinued operation. Due to Unilens'
financial condition and the uncertainty of its payments on this
obligation, the Company will record revenue from continuing
operations when it receives payments from Unilens (all of which are
in excess of the fair value assigned to the original obligations).
The Company will also record related contingent expenses when
incurred.
Sales of portions of expected Materna award
Effective October 30, 2003, CTT sold to LFG a second portion of
its expected $6,000,000 patent infringement judgment against
American Cyanamid Company (Defendant) in the Materna lawsuit. On
October 31, 2003, CTT received $900,000 cash in exchange for the
Assigned Portion (plus court awarded interest thereon from October
31, 2003) of CTT's share of the potential award and recorded
$900,000 in retained royalty settlement revenue in first quarter
2004. In management's opinion, it is most likely that the Assigned
Portion will be $1,125,000.
According to this LFG agreement, the Assigned Portion will be:
a) $1,125,000 if, in the current Appeal, Defendant does not file a
petition for certiorari (a request that the Supreme Court hear its
appeal) with the United States Supreme Court (Supreme Court) or the
Supreme Court denies Defendant's petition for certiorari during the
current 2003-2004 Term and LFG receives full payment within 7 days
of CTT's receiving payment from Defendant, or
b) $2,160,000 if, in the current Appeal, Defendant files a
petition for certiorari with the Supreme Court and the Supreme Court
grants Defendant's petition and LFG receives full payment within 7
days of CTT's receiving payment from Defendant, or
c) $1,400,000 in any circumstance that does not meet the
conditions of a) or b).
CTT has no financial obligation to repay LFG or to return any
portion of the aggregate $1,500,000 received from LFG as of October
31, 2003. (On May 19, 2003, CTT received $600,000 cash from LFG in
exchange for $1,290,000 (plus court awarded interest from May 19,
2003) of CTT's share of the potential award.) If CTT's share of the
potential award is less than the total amount sold to LFG, the
entire amount would be paid to LFG and LFG would be deemed paid in
full. CTT granted LFG a first security interest in CTT's share of
the potential award.
Effective November 17, 2003, CTT sold to a CTT shareholder
$312,500 (plus court awarded interest thereon from November 14,
2003) of its expected judgment in the Materna lawsuit in
exchange for $250,000 in cash. CTT granted this shareholder a
security interest subordinate to that of LFG in CTT's share of
the potential award.
If the judgment in the Materna lawsuit is reversed in an
unappealable decision by the appropriate court, or if there are
no litigation proceeds to be distributed, the Company has no
financial obligation to repay this shareholder in either cash
or shares of CTT common stock. If the award remaining after
all amounts due to LFG is less than $312,500, CTT shall pay
this shareholder the difference in shares of CTT common stock
valued at its market value on the day of distribution, after
which he would be deemed paid in full.
Depending on the conditions described in a), b) and c),
above relative to LFG, at December 1, 2003, CTT retained the
remaining anticipated a) $3,272,500, b) $2,237,500, or c)
$2,997,500 proceeds from this expected award (plus court
awarded interest thereon) in addition to the $1,750,000 already
received from LFG and this shareholder.
Commitments
At October 31, 2003, the Company's commitments were:
Payments Due by Period
Less More
At October 31, 2003 than 1-3 3-5 than 5
Contractual Obligations Total 1 year years years years
Operating lease
obligations $767,000 $265,000 $465,000 $ 37,000 $ --
Other
obligations 29,000 14,000 15,000 -- --
$796,000 $279,000 $480,000 $ 37,000 $ --
The Company's other commitments are either contingent upon a
future event or terminable on less than thirty days' notice.
Our directors, officers, employees and agents may claim
indemnification in certain circumstances. We are currently exposed
to potential indemnification claims in connection with the SEC
investigation and with complaints filed by certain former employees
alleging discriminatory employment practices in violation of Section
806 of the Corporate and Criminal Fraud Accountability Act of 2002
(see Note 8 to accompanying Consolidated Financial Statements). We
seek to limit and reduce our potential financial obligations for
indemnification by carrying directors' and officers' liability
insurance (subject to deductibles).
The Company has several agreements with third parties to assist
it in licensing specific technologies or to audit licensees' royalty
reports. Under these agreements, the third parties are compensated
only from the new revenues generated by their efforts.
In one of the Company's agreements (which the Company may
terminate on ninety days' written notice), it has committed to pay
minimum annual license fees of $10,000 on each January 1, beginning
January 1, 2004. In another agreement (which the Company may also
terminate on ninety days' written notice), it has committed to pay
$4,000 in June 2004 and a $15,000 termination fee if the agreement
is terminated in certain circumstances before January 31, 2006. In
addition, the Company has agreed to reimburse patent expenses
($47,000 as of October 31, 2003) from future royalty receipts before
retaining any revenue.
Under another agreement, the Company has agreed to pay $25,000
per technology portfolio when a candidate transferee demonstrates
firm interest in two technology portfolios.
CTT and Vector Vision, Inc. (VVI, a CTT consolidated
subsidiary) have remaining contingent obligations of $199,569 and
$224,127, respectively, at October 31, 2003 to repay grant funding.
Other Matters
The Company carries liability insurance, directors' and
officers' liability insurance and casualty insurance for owned or
leased tangible assets.
The Company is involved in three pending patent enforcement
litigation matters. In addition, the SEC is investigating "In the
Matter of Trading in the Securities of Competitive Technologies,
Inc." and the Company has been notified of complaints filed by
certain former employees alleging discriminatory employment
practices in violation of Section 806 of the Corporate and Criminal
Fraud Accountability Act of 2002. All are detailed in Note 8 to the
accompanying Consolidated Financial Statements.
Critical Accounting Policies
Preparation of our consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America 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. Our audit
committee 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.
Royalty settlements
We recognize royalty settlement revenue when our rights to
litigation awards related to our patent and license rights are
final and unappealable and we have assurance of collecting
those awards. We also recognize royalty settlement revenue
when we have collected litigation awards in cash (from the
adverse party or by sale of our rights to another party without
recourse) and we have no obligation or are very unlikely to be
obligated to repay such collected amounts. We include royalty
settlement revenue in operating revenue. Although final
litigation awards may be infrequent, they are an integral
aspect of our patent and technology licensing and
commercialization business.
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.
We evaluate milestone billing arrangements on a case-by-
case basis. Generally we recognize upfront fees ratably over
the entire arrangement and milestone payments as we achieve
milestones.
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.
We regularly apply this policy to our equity investments in
privately held companies. 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). 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.
We also apply this policy to all acquired intangible assets.
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."
Related Party Transactions
CTT incurred charges of $5,567 for consulting services
(including expenses and use taxes) provided by one director in the
first quarter of fiscal 2003.
In the past, the Company's board of directors determined that
when a director's services were outside the normal duties of a
director, the Company should compensate the director at the rate of
$1,000 per day plus expenses (which is the same amount it pays a
director for attending a one-day Board meeting). CTT classified
these amounts as consulting expenses.
Forward-Looking Statements
Statements about our 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. When
used in this Form 10-Q, the words "anticipate," "believe," "intend,"
"plan," "expect" and similar expressions as they relate to us or our
business or management are intended to identify such forward-looking
statements. These statements involve risks and uncertainties
related to market acceptance of and competition for our licensed
technologies and other risks and uncertainties inherent in our
business, including those set forth in Item 1 of our Annual Report
on Form 10-K for the year ended July 31, 2003 under the caption
"Risk Factors," and other factors that may be described in our other
filings with the Securities and Exchange Commission, and are subject
to change at any time. Our actual results could differ materially
from these forward-looking statements. We undertake 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, 2003. 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, 2003.
(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 pending litigation matters that are
fully detailed in Note 8 to the accompanying Consolidated Financial
Statements.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
10.1 Agreement between registrant and a CTT
shareholder effective November 17, 2003 30-49
31.1 Certification by the Principal Executive
and Financial Officer of Competitive
Technologies, Inc. pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
(Rule 13a-14(a) or Rule 15d-14(a)) 50-51
32.1 Certification by the Principal Executive
and Financial Officer of Competitive
Technologies, Inc. pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350). 52
B) Reports on Form 8-K
The Company filed the following seven reports on Form 8-K during the
period covered by this report on Form 10-Q:
1) On September 4, 2003, the Company filed a report
on Form 8-K under Items 5 and 7 to report the September 3,
2003 decision of the U.S. Court of Appeals for the Federal
Circuit affirming the August 13, 2002 judgment of the
United States District Court for the District of Colorado
in the Materna(TM) litigation.
2) The Company filed reports on Forms 8-K and 8-K/A
under Items 4 and 7 to report its dismissal of
PricewaterhouseCoopers LLP and its engagement of BDO
Seidman, LLP to serve as the Company's independent
accountant and audit its financial statements for the year
ended July 31, 2003, as follows:
Form 8-K dated September 2, 2003 filed September 10,
2003;
Form 8-K/A Amendment No. 1 dated September 2, 2003
filed September 19, 2003;
Form 8-K/A Amendment No. 2 dated September 2, 2003
filed October 3, 2003;
Form 8-K/A Amendment No. 3 dated September 2, 2003
filed October 7, 2003; and
Form 8-K dated September 16, 2003 filed September 16,
2003.
3) On October 22, 2003, the Company filed a report
on Form 8-K (date of earliest event reported October 17,
2003) under Items 2 and 7 to report the Company's
agreement with Unilens for Unilens to pay the Company an
aggregate of $1,250,000 in quarterly installments of at
least $100,000.
In addition, on October 31, 2003, the Company furnished a
report on Form 8-K under Item 12 to the SEC for furnishing the press
release announcing results for its fourth quarter and fiscal year
ended July 31, 2003.
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.
(the registrant)
By /s/ John B. Nano
John B. Nano
President, Chief Executive
Officer and Authorized Signer
Date: December 15, 2003