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U.S. 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 March 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to _____________
Commission file number: 001-16253
COMPUTERIZED THERMAL IMAGING, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 87-0458721
----------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1719 West 2800 South
Ogden, Utah 84401
----------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
(801) 776-4700
------------------------
(Registrant's telephone number, including area code)
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 ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: Common stock, par
value $0.001, of which 113,895,031 shares were issued and outstanding as of May
1, 2004.
COMPUTERIZED THERMAL IMAGING, INC.
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements..................................................2
Condensed Consolidated Balance Sheets as of March 31, 2004
and June 30, 2003 ....................................................2
Condensed Consolidated Statements of Operations and Other
Comprehensive Income (Loss) for the three and nine months ended
March 31, 2004 and 2003 and for the period from inception on
June 10, 1987 to March 31, 2004 ......................................3
Condensed Consolidated Statements of Cash Flows for the nine months
ended March 31, 2004 and 2003 and for the period from
inception on June 10, 1987 to March 31, 2004 .........................4
Notes to Condensed Consolidated Financial Statements..........................6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............29
ITEM 4. Controls and Procedures...............................................29
PART II - OTHER INFORMATION
ITEM 1.Legal Proceedings......................................................29
ITEM 2. Changes in Securities.................................................32
ITEM 6. Exhibits and Reports on Form 8-K......................................32
SIGNATURES....................................................................32
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COMPUTERIZED THERMAL IMAGING, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, June 30,
ASSETS 2004 2003
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 125,757 $ 454,387
Investments available for sale -- --
Accounts receivable-trade, net (less allowance for
doubtful accounts of $62,471 and $3,199 for March
2004 and June 2003, respectively l60,133 420,395
Accounts receivable-other, net -- --
Inventories 355,542 305,864
Prepaid expenses 79,083 310,248
Deferred Finance Costs -- --
------------- -------------
Total current assets 620,515 1,490,894
------------- -------------
PROPERTY AND EQUIPMENT, Net 180,154 312,719
------------- -------------
INTANGIBLE ASSETS:
Intellectual property rights, net (less
accumulated amortization: March - $16,777;
June - $14,782) 16,070 18,065
------------- -------------
TOTAL ASSETS $ 816,739 $ 1,821,678
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 601,208 $ 655,075
Accrued liabilities 396,353 406,032
Accrued settlement reserve -- 100,000
Convertible Debenture -- 157,276
Deferred revenues 1,171,651 786,650
------------- -------------
Total current liabilities 2,169,212 2,105,033
------------- -------------
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $5.00 par value,
3,000,000 shares authorized ; issued - none -- --
Common stock, $.001 par value, 200,000,000 shares
authorized, 113,895,031 and 109,329,098 issued
and outstanding on March 31, 2004 and June
30, 2003, respectively 113,894 109,329
Additional paid-in capital 95,423,816 94,041,104
Common stock subscription receivable -- --
Other comprehensive income -- --
Deficit accumulated during the development stage (96,890,183) (94,433,788)
------------- -------------
Total stockholders' equity (1,352,473) (283,355)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 816,739 $ 1,821,678
============= =============
The accompanying condensed notes are an integral part of these
consolidated financial statements.
2
COMPUTERIZED THERMAL IMAGING, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
JUNE 10, 1987
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED (INCEPTION)
MARCH 31, MARCH 31, THROUGH
2004 2003 2004 2003 MARCH 31, 2004
-------------- -------------- -------------- -------------- --------------
INCOME:
Revenues $ 107,233 $ 390,586 $ 263,574 $ 1,249,488 $ 3,684,045
Cost of goods sold (13,444) (219,952) (76,375) (1,172,333) (2,605,895)
-------------- -------------- -------------- -------------- --------------
GROSS MARGIN 93,789 170,634 187,199 77,155 1,078,150
-------------- -------------- -------------- -------------- --------------
OPERATING EXPENSES:
General and administrative 251,961 703,315 1,176,775 2,182,349 35,663,590
Litigation Settlements 10,000 -- 110,000 -- 2,807,434
Research and development 264,266 851,251 927,967 3,253,220 31,683,817
Marketing 45,296 306,557 296,425 1,302,149 8,704,554
Depreciation and amortization 36,000 48,237 131,700 387,815 5,187,115
Impairment loss -- -- -- 711,194 12,322,192
-------------- -------------- -------------- -------------- --------------
Total operating expenses 607,523 1,909,360 2,642,867 7,836,727 96,368,702
-------------- -------------- -------------- -------------- --------------
OPERATING LOSS (513,734) (1,738,726) (2,455,668) (7,759,572) (95,290,552)
-------------- -------------- -------------- -------------- --------------
OTHER INCOME (EXPENSE):
Interest income 313 22,012 4,498 163,439 3,607,937
Interest expense (2) (1,851,868) (5,426) (2,780,207) (5,189,438)
Other 200 -- 200 -- 193,911
-------------- -------------- -------------- -------------- --------------
Total other income (expense) 511 (1,829,856) (728) (2,616,768) (1,387,590)
-------------- -------------- -------------- -------------- --------------
LOSS BEFORE EXTRAORDINARY ITEM (513,223) (3,568,582) (2,456,396) (10,376,340) (96,678,142)
EXTRAORDINARY GAIN ON
EXTINGUISHMENT OF DEBT -- -- -- -- 65,637
-------------- -------------- -------------- -------------- --------------
NET LOSS (513,223) (3,568,582) (2,456,396) (10,376,340) (96,612,505)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain (loss) on investments
available for sale (8,225) (13,913) --
-------------- -------------- --------------
TOTAL COMPREHENSIVE (LOSS) $ (513,223) $ (3,576,807) $ (2,456,396) $ (10,390,253) $ (96,612,505)
============== ============== ============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 113,430,471 94,133,485 113,072,213 87,098,608
============== ============== ============== ==============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.04) $ (0.02) $ (0.12)
============== ============== ============== ==============
The accompanying condensed notes are an integral part of these consolidated financial statements.
3
COMPUTERIZED THERMAL IMAGING, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FROM
INCEPTION
NINE MONTHS ENDED THROUGH
MARCH 31, MARCH 31,
2004 2003 2004
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,456,396) $(10,376,340) $(96,612,505)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization 131,700 387,815 5,187,115
Impairment loss and loss on disposition of assets (525) 774,830 12,296,271
Bond Amortization -- 68,157 51,447
Amortization Bonds and deferred finance costs and
discounts on notes payable -- 609,761 1,648,594
Conversion expense of convertible debenture 1,776,839 1,776,839
Common stock, warrants, and options issued
as compensation for services -- -- 9,639,920
Options extended beyond their expiration date -- -- 1,687,250
Common stock issued for interest expense -- -- 423,595
Stock-based compensation on options marked to market -- 7,280 347,075
Common stock issued to settle litigation -- -- 514,380
Options issued at discount to market to settle litigation -- -- 475,000
Options issued at discount to market as
compensation expense -- -- 226,586
Common stock issued to pay Debenture -- 400,430 --
Common stock issued for failure to complete -- --
timely registration -- -- 82,216
Common stock issued to 401(k) plan -- 21,883 117,860
Extraordinary gain on extinguishment of debt -- -- (65,637)
Bad debt expense 59,272 (91,502) 505,995
Interest expense on convertible debenture 492,406
Changes in operating assets and liabilities:
Accounts receivable - trade 300,990 122,510 (125,962)
Accounts receivable - other -- 96,004 265,912
Inventories (49,678) 699,052 (178,784)
Prepaid expenses 231,165 306,195 162,691
Accounts payable (43,867) (321,706) 458,318
Accrued liabilities (109,679) (925,777) 181,854
Accrued litigation settlement -- (1,300,000) 100,000
Deferred revenues 385,001 5,338 1,171,651
------------- ------------- -------------
Net cash used in operating activities (1,552,017) (7,739,231) (59,169,913)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets -- -- 131,796
Capital expenditures 3,386 (87,318) (2,809,521)
Acquisition of Thermal Imaging, Inc. common stock -- -- (100,000)
Purchase of software license -- -- (3,850,000)
Purchase of investments available for sale -- -- (43,851,010)
Proceeds from redemption of investments available for sale -- 7,288,684 43,468,857
Acquisition of Bales Scientific common stock,
net of cash acquired -- -- (5,604,058)
------------- ------------- -------------
Net cash provided by (used in) investing activities 3,386 7,201,366 (12,613,936)
------------- ------------- -------------
The accompanying condensed notes are an integral part of these consolidated financial statements. (Continued)
4
COMPUTERIZED THERMAL IMAGING, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FROM
INCEPTION
NINE MONTHS ENDED THROUGH
MARCH 31, MARCH 31,
2004 2003 2004
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants,
net of offering costs $ 1,220,001 $ 781,855 $ 65,196,582
Advances to affiliate -- -- (107,864)
Advances from stockholders -- -- 2,320,738
Preferential Dividend -- -- (79,000)
Proceeds from borrowing
net of finance costs -- -- 5,756,339
Payments on debt -- -- (1,177,190)
------------- ------------- -------------
Net cash provided by financing activities 1,220,001 781,855 71,909,605
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (328,630) 243,990 125,756
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 454,387 936,796 --
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR/Quarter $ 125,757 $ 1,180,786 $ 125,756
============= ============= =============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest expense $ 928 $ -- $ 9,698
Income taxes -- -- --
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING AND INVESTING ACTIVITIES
Common stock issued to reduce debenture, interest and
penalty $ 157,277 $ 1,653,827 $ 2,992,489
Warrants issued for financing costs $ 118,905
Common stock issued to individuals to acquire
minority interest of subsidiary -- -- 165,500
Common stock issued in consideration of Bales Scientific -- -- 5,500,000
Options issued at discount to market in connection
with offering -- -- 744,282
Stock offering costs capitalized -- -- (744,282
Common stock issued for advances from shareholders -- -- 2,320,738
Common stock issued for notes payable, accrued
discount and interest -- -- 2,224,953
Common stock issued for convertible subordinated
debentures -- -- 640,660
Common stock issued for liabilities -- -- 50,000
The accompanying condensed notes are an integral part of these consolidated financial statements.
5
COMPUTERIZED THERMAL IMAGING, INC.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(UNAUDITED)
NOTE A. UNAUDITED FINANCIAL STATEMENTS AND BASIS OF PRESENTATION
The condensed consolidated financial statements of Computerized Thermal
Imaging (the "Company") for the three-month and nine-month periods ended March
31, 2004 and 2003 are unaudited. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the Company's results of operation for the periods presented
have been included. These interim statements should be read in conjunction with
the audited consolidated financial statements and footnotes thereto contained in
the Company's most recent Annual Report on Form 10-K for the Year Ended June 30,
2003. The consolidated results of operations for the three-month and nine-month
periods ended March 31, 2004 are not necessarily indicative of the results to be
expected for the full year.
Certain amounts from the prior period financial statements have been
reclassified to conform to current period presentation.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions, including for example, accounts receivable
allowances, inventory obsolescence reserves, deferred tax valuation allowances,
and reserves for pending or threatened litigation. These assumptions affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from these estimates.
The accompanying condensed consolidated financial statements have been
prepared assuming the Company will continue as a going concern. In its Annual
Report on Form 10-K for the Year Ended June 30, 2003, the Company reported that
its recurring losses from operations, negative cash flows from operations,
pending shareholder class-action lawsuits and denial of coverage for any
resulting claims by the Company's provider of directors and officers insurance,
forced redemption of the Company's convertible debentures, the Company's need
for additional working capital, and the possibility that the Company may not
receive FDA approval for its primary product raised substantial doubt about the
Company's ability to continue as a going concern.
In order to pursue its existing plan of operations, the Company will
have to secure additional financing through the sale of equity, the incurrence
of debt or the sale of assets, possibly including the Company's intellectual
property. There can be no assurance that capital will be available from any
source or, if available, that the terms and conditions associated with such
capital will be acceptable to the Company. If the Company raises equity or debt
capital, the sale of these securities could dilute existing shareholders, and
borrowings from third parties could result in assets being pledged as collateral
and could provide loan terms that could adversely affect the Company's
operations and the price of its common stock.
6
The accompanying condensed consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary if the Company is unable to continue as a going concern.
NOTE B. RECENTLY ISSUED ACCOUNTING STANDARDS
In October 2002, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 147 ("SFAS 147"),
ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS. SFAS 147 provides that the
guidance provided by SFAS 141 BUSINESS COMBINATIONS, SFAS 142, GOODWILL AND
OTHER INTANGIBLE ASSETS, and SFAS 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL
OF LONG-LIVED ASSETS will apply to acquisitions of financial institutions
(previously covered under special industry guidance). The transition provisions
of SFAS 147 became effective on October 1, 2002. At this time the Company does
not believe the adoption of SFAS 147 will have any impact on its condensed
consolidated financial statements.
In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148 ("SFAS 148"), ACCOUNTING FOR STOCK-BASED COMPENSATION -
TRANSITION AND DISCLOSURE, which amends Statement of Financial Accounting
Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. SFAS 148 provides
alternative methods of transition for a voluntary change to the fair value-based
method of accounting for stock-based employee compensation and requires more
prominent and more frequent disclosures in the financial statements of the
effects of stock-based compensation. The provisions of SFAS 148 are effective
for fiscal years ending after December 15, 2002 and the interim disclosure
provisions are effective for interim periods beginning after December 15, 2002.
The Company began providing the required interim and annual disclosures
beginning in the quarter ended March 31, 2003.
In February 2003, the FASB issued Statement of Financial Accounting
Standards No. 149 ("SFAS 149"), ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS
WITH CHARACTERISTICS OF LIABILITIES AND EQUITY, which became effective at the
beginning of the first interim period beginning after March 15, 2003. SFAS 149
establishes standards for the Company's classification of liabilities in the
financial statements that have characteristics of both liabilities and equity.
The Company does not believe the adoption of SFAS 149 will have a material
effect on the Company's consolidated financial position or results of
operations.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 ("SFAS 150") ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY, which is effective the first
interim period beginning after June 15, 2003. SFAS 150 establishes standards for
how the Company classifies and measures in its statement of financial position
certain financial instruments with characteristics of both liabilities and
equity. The Company does not believe the adoption of SFAS 150 will have a
material effect on the Company's consolidated financial position or results of
operations.
7
NOTE C. CONVERTIBLE DEBENTURE
Financing Agreement with Beach Boulevard, LLC.
On December 31, 2001, the Company entered into a financing agreement
(the "Agreement") with Beach Boulevard, LLC (the "Investor"), pursuant to which
the Company issued a 7% convertible debenture (the "Convertible Debenture") in
the amount of $2.5 million (the "Debenture Offering") and secured an equity line
of credit (the "Equity Line") for $20 million that allowed the Company to sell
up to $20 million of common stock to the Investor at 94% of the market price, as
defined by the Agreement. The Convertible Debenture was originally due on
December 31, 2004. The terms of the Agreement permitted the Investor to convert
the Convertible Debenture into 2,100,694 shares of common stock at a conversion
price of $1.44 per share at any time during the term of the Agreement. Interest
on the Convertible Debenture was due on the conversion date and was payable, at
the option of the Company, in cash or common stock.
In connection with the Agreement, the Company issued to the Investor
warrants for the purchase of 260,417 shares of common stock at $2.03 a share and
641,026 shares of common stock at $1.95 a share. The proceeds from the Debenture
Offering were allocated between the Convertible Debenture, the beneficial
conversion feature and the warrants issued to the Investor. The Company also
issued separate warrants to an investment banking firm for the purchase of
100,000 shares of common stock at $1.87 per share. The fair market value of
these warrants and other related financing costs were recorded as deferred
financing costs and were originally being amortized over the three-year term of
the Agreement. However, because of the occurrence of the redemption of the
Convertible Debenture discussed below, the deferred financing costs and
beneficial conversion feature associated with the Convertible Debenture were
amortized over the nine-month period ended January 25, 2003.
On July 25, 2002, the Investor notified the Company that a "Trigger
Event" had occurred, which obligated the Company to redeem the Convertible
Debenture. On the date of the Trigger Event, the Company's redemption obligation
was equal to approximately $2.9 million, which included principal of $2.5
million, $111 thousand of accrued interest and $287 thousand of penalties. The
Company elected to satisfy its redemption obligation through a series of put
notices based on the terms of the Equity Line. During the period from July 1,
2002 through January 29, 2003, the Company issued 5,009,083 shares of common
stock pursuant to a series of mandatory put notices. The proceeds were applied
to redeem approximately $685,000 of the Convertible Debenture and to pay accrued
interest and penalties totaling $176,000 and $95,000, respectively.
On February 5, 2003, the Company received approximately $210,000 from
the issuance of 2,234,043 shares of common stock pursuant to the terms of the
Equity Line. The proceeds were used to redeem approximately $183,000 of the
Convertible Debenture and to pay accrued interest and penalties totaling $6,000
and $21,000, respectively.
On or about February 21, 2003, the Company entered into an agreement
with the Investor which was formalized on March 19, 2003 (the "Amendment"),
whereby the Company agreed to reduce the conversion price in the Convertible
Debenture from $1.44 per share to an amount equal to the lower of (a) $1.44 (the
"Fixed Conversion Price") or (b) ninety-four percent (94%) of the average of the
lowest closing bid prices (not necessarily consecutive) for any three trading
days during the ten trading day period immediately preceding the conversion
8
date. The Company also agreed to reduce the exercise price of the warrants that
were issued to the Investor in connection with the Agreement to $0.087733 per
share, which was the average of the lowest closing bid price for any of the
three trading days during the ten trading day period immediately preceding the
Amendment. Pursuant to the Amendment, the Investor exercised warrants to
purchase 260,417 shares of common stock at an agreed-upon exercise price of
$0.087733 per share and (2) converted approximately $86,000 in principal of the
Convertible Debenture into 977,244 shares of common stock at the agreed-upon
conversion price of $0.087733 per share. The proceeds from the exercise of the
warrants totaling approximately $23,000 were applied to redeem approximately
$20,000 of the Convertible Debenture and to pay accrued interest of
approximately $2,000. In connection with the modification of the conversion
terms of the Convertible Debenture, which was considered to be an inducement to
convert the Convertible Debenture, and the reduction of the exercise price of
the Investor's warrants, the Company recorded an interest expense totaling
approximately $1,770,000 during the quarter ended March 31, 2003.
The Company issued 1,212,956 shares of common stock to the Investor
pursuant to a mandatory put notice on February 21, 2003. The proceeds were
applied to redeem approximately $91,000 of the Convertible Debenture and to pay
accrued interest and penalties totaling $5,000 and $11,000, respectively. On
March 19, 2003, the Company entered into an agreement with the Investor (the
"Amendment Agreement") that formalized the terms reached in the Amendment. In
connection with the Amendment Agreement, the Investor also agreed to defer its
demand for immediate payment of the full amount due under the Convertible
Debenture for at least 90 days and agreed to not file suit against CTI, its
officers, employees, partners or agents for a period of 90 days. Upon execution
of the Amendment Agreement, the Investor converted $272,000 in principal of the
Convertible Debenture, including $7,000 of interest, into 3,224,146 shares of
common stock.
During the period from March 20, 2003 through May 19, 2003, the
Investor converted approximately $1,181,000 of the remaining redeemable balance
of the Convertible Debenture, including interest of $11,000, into 9,805,161
shares of common stock. As of June 30, 2003, the Company owed the Investor
approximately $157,000 under the Convertible Debenture, which consisted of the
unpaid portion of the penalty. In July 2003, the Company issued approximately
200,000 shares of common stock to redeem the remaining balance of the
Convertible Debenture. The July 2003 transaction represented the final issuance
of shares of common stock under the Equity Line, and the Company does not
anticipate issuing additional shares of common stock thereunder.
PRIVATE OFFERING - THERFIELD HOLDINGS LTD
On July 10, 2003 the Company closed a private placement under
Regulation S of the Securities Act of 1933, as amended, and sold 3,344,482
shares of common stock to Therfield Holdings LTD ("Therfield"), for $1 million.
The Company entered into negotiations with Therfield in early June 2003 and
offered a 15% discount off the then prevailing market price. The transaction
process took over 30 days to conclude and the Company received the funds from
the private placement on July 10, 2003.
In order to pursue its existing plan of operations, the Company will
have to secure additional financing through the sale of equity, the incurrence
of debt or the sale of assets, possibly including the Company's intellectual
property. There can be no assurance that capital will be available from any
source or, if available, that the terms and conditions associated with such
9
capital will be acceptable to the Company. If the Company raises equity or debt
capital, the sale of these securities could dilute existing shareholders, and
borrowings from third parties could result in assets being pledged as collateral
and could provide loan terms that could adversely affect the Company's
operations and the price of the Company's common stock.
The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
if the Company is unable to continue as a going concern.
STOCK ISSUANCE TO SETTLE DEBT
On January 22, 2004 the Company issued 25,000 shares of stock in connection with
the settlement reached with Garvey Schubert Barer. The settlement satisfied a
payable of $110,751 with cash payments of $80,000 over five (5) months and the
issuance of 25,000 shares.
PRIVATE OFFERING - CHARLES DAI
On May 18, 2004 the company issued 1,000,000 shares of restricted stock in a
private placement to Charles Dai in exchange for $220,000 in cash. The agreement
was for up to $1,000,000 cash for a total 4,545,454 shares. As of May 1, 2004
Charles Dai has not exercised the rights to purchase the remaining 3,545,454
shares.
NOTE D. REVENUE RECOGNITION
The Company generates revenues from sales of its products and from
services provided to its customers. The Company sells its products to
independent distributors and to end customers. With the exception of sales
transactions in which a customer may return defective products, the Company does
not provide its customers with other rights to return products.
The Company recognizes revenue from its product sales to end customers
upon shipment of products when persuasive evidence of an agreement exists,
delivery of the product has occurred, no significant Company obligations remain,
the fee is fixed or determinable, and collectibility is probable. If these
conditions are not met, revenue is deferred until such obligations and
conditions are fulfilled. If the Company retains an ongoing obligation under a
sales arrangement, revenue is deferred until all of the Company's obligations
are fulfilled.
Effective July 1, 2001, the Company adopted the practice of deferring
revenue on shipments to distributors until cash payment from the distributor is
received by the Company, which is generally when the product is sold by the
distributor to the end customer. Prior to that date, revenue on shipments to
distributors was recognized upon shipment to the distributor if all of the
criteria for revenue recognition were satisfied. The Company believes that
deferral of revenue on shipments to distributors until cash payment is received
is a more meaningful measurement of results of the Company's operations.
Certain of the Company's products contain software that is not
considered incidental to the product. Sales of those products are subject to the
provisions of AICPA Statement of Position No. 97-2, SOFTWARE REVENUE
RECOGNITION, as amended, which requires the deferral of revenue from certain
multiple-element arrangements. The Company defers revenue from multiple-element
arrangements until all elements have been delivered.
10
Service revenue is derived from non-destructive testing of turbine
blades and other items. Service revenue is recognized upon the completion of the
services provided. The Company offers extended warranties on certain of its
products. Warranty revenue is recognized ratably over the period of the
agreement as services are provided.
Beginning in the next quarter ending June 30, 2004 the Company will
begin to lease products using Associated International Leasing. Cash will flow
from Associated to the Company at the time of acceptance with approximately 80%
of the revenue recognized. The Company will provide a three (3) to five (5) year
warranty and service agreement over the life of the lease insuring product
integrity. The remaining 20% will be recognized on a straight-line basis as
permitted by generally excepted accounting principles, GAAP.
NOTE E. DEFERRED REVENUE
At March 31, 2004 the Company's deferred revenues were approximately
$1,172 thousand, and consisted of $3,000 of deferred medical revenues, $660,000
of deferred revenues associated with a Manufacturing/licensing and manufacturing
agreement (the "Nanda Agreement"), executed between the Company and NanDa
thermal Medical Technologiy, Inc. ("NanDa"), $13,000 of deferred warranty
revenues and $496,000 of deferred industrial revenues and deposits relating to
the Turbine Blade Inspection System ("TBIS") the Company shipped to Pratt &
Whitney. At June 30, 2003 the Company's deferred revenues were approximately
$787,000, and consisted of $10,000 of deferred medical revenues, $300,000 of
deferred revenues associated with the Nanda Agreement, $28,000 of deferred
warranty revenues and $449,000 of deferred industrial revenues and deposits
relating to TBIS the Company shipped to Pratt & Whitney.
DEFERRED REVENUES
DEFERRED REVENUES
March 31, June 30,
2004 2003
Medical Products $ 3,000 $ 10,000
Nanda Licensing 660,000 300,000
Industrial Products 496,000 449,000
Warranty Revenue 13,000 28,000
----------- -----------
Total Deferred Revnue $1,172,000 $ 787,000
Medical product deferred revenues consist one half month's rental on
six Thermal Imaging Processors ("TIP") cameras the Company has placed with
Boothroyd, a Canadian customer.
The Nanda Agreement is billed in stages. Upon the execution of the
Nanda Agreement in June 2003, the Company billed Nanda $300,000; however, the
amount of the initial billing remained unpaid as of June 30, 2003 and was
collected in the quarter ended March 31, 2004. In addition, the Company billed
and collected an additional $360,000 under the Nanda Agreement during the
11
quarter ended March 31, 2004. The Nanda Agreement obligates the Company to
provide training services in the United States and in China. Although the
training was completed in the United States, the Company will not recognize any
revenue from the Nanda Agreement until its obligations are performed and the
Company has completed its training in China.
Industrial product deferred revenue consist of non-destructive testing
devices shipped to Pratt & Whitney. The Company will recognize these sales when
it has completed its obligations under the purchase agreements with Pratt &
Whitney. The Pratt& Whitney deferral increased in the quarter ended March 31,
2004 due the Company invoicing Pratt & Whitney an additional $42,000 as per the
contract being deferred due to the total contract revenue being deferred because
the completion of the contract requires a final on site calibration to gain
complete acceptance by Pratt & Whitney.
NOTE F. INVENTORIES
Inventories are stated at the lower-of-cost or market with cost
determined using the first-in first-out method of accounting. As of the dates
set forth below, the Company's inventories consisted of the following:
INVENTORY
March 31, June 30,
2004 2003
-------------------------------
Raw materials $ 626,303 $ 673,833
Inventory reserve (605,996) (594,674)
Work-in process 123,066 19,286
Finished goods 212,169 207,419
---------- ----------
Total $ 355,542 $ 305,864
========== ==========
Finished goods inventory at March 31, 2004 and June 30, 2003 consisted
of approximately $212,000 and $207,000, respectively, of finished goods ready
for sale, a 2% increase, due, primarily, to completion of the manufacturing of
photonic stimulators anticipating sales, $123,000 and $19,000 respectively in
the manufacturing process, a 538% increase which consisted primarily of four TIP
cameras in the process to sell to Nanda, and $626,000 and $674,000 of raw
materials, an 7% decrease, due primarily to the attempt to reduce inventory to
preserve cash. In their report on the Company's condensed consolidated financial
statements for the year ended June 30, 2003, the Company's auditors expressed
concern regarding the Company's ability to continue its operations as a going
concern. As a result of that concern, coupled with the U.S. food and Drug
Administration's ("FDA") decision to not approve the BCS 2100, the Company has
treated its inventories as impaired assets on its condensed consolidated
financial statements for the quarter ended March 31, 2004. The impairment is
held in a reserve account in the amount of $606,000 and represents about 63% of
all inventories.
12
The Company reserves for excess and obsolete inventory by comparing
inventory on hand to estimated consumption during the next twelve months.
Consumption is estimated by annualizing trailing three or nine -month sales
volumes, adjusting those volumes for known activities and trends, then comparing
forecast consumption to quantity on hand. Any difference between inventory on
hand and greater than estimated consumption is recorded to cost of revenues and
an excess and obsolete reserve, which is included as an element of net inventory
reported on the Company's condensed consolidated balance sheet. Amounts charged
to the inventory reserves are not reversed to income until the reserved
inventory is sold or otherwise disposed. The Company felt no need to impair
additional inventory in the quarter ended March 31, 2004
NOTE G. INCOME TAXES
The Company accounts for income taxes using the liability method. Under
this method, the Company records deferred income taxes to reflect future year
tax consequences of temporary differences between the tax basis of assets and
liabilities and their financial statement amounts. The Company has reviewed its
net deferred tax assets, together with net operating loss carry-forwards, and
has provided a valuation allowance to reduce its net deferred tax assets to
their net realizable value.
NOTE H. CONTINGENCIES
AL-HASAWI LITIGATION -- On March 29, 2000, Salah Al-Hasawi, a citizen
and resident of Kuwait, filed an action in the United States District Court for
the Southern District of New York, against the Company and its former Chief
Executive Officer, alleging violations under Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, for commissions
allegedly due to the plaintiff in connection with the private placement of the
Company's securities. Shortly thereafter, the lawsuit was dismissed without
prejudice and on April 12, 2000 the plaintiff filed a similar complaint in the
United States District Court for the District of Utah. The plaintiff's complaint
sought specified damages of $15.5 million, attorney fees and unspecified damages
pursuant to five separate causes of action including breach of contract, fraud
and unjust enrichment.
In December 2003, the Company reached a settlement with the plaintiff,
pursuant to which the Company agreed to pay the aggregate amount of $100,000 in
three installments ($50,000 paid in December, 2003, $25,000 paid in January 2004
and $25,000 paid in February 2004) and the plaintiff agreed to dismiss the
litigation with prejudice. The settlement is set forth in a Settlement Agreement
and Mutual Release, which provides for the filing with the court of dismissal
pleadings when the company paid the final installment in February 2004.
CLASS ACTIONS -- In 2002, five different lawsuits were filed against
the Company in the United States District Court in Oregon. The lawsuits, which
were consolidated into a single class action, allege in substance that the
Company violated Section 10(b) of the Securities Exchange Act of 1934, as
amended, and accompanying regulations by misleading shareholders regarding such
things as FDA approval and other matters, which the plaintiffs allege caused
significant damage to the holders of our common stock at the time of these
alleged misrepresentations and omissions.
13
On April 17, 2003, the consolidated litigation was dismissed without
prejudice by the United States District Court. In a written opinion, the U.S.
District Court Judge concluded that the alleged misstatements were either not
material, not misleading, or not pled by plaintiffs with sufficient
particularity to constitute a claim. The Court gave the plaintiffs until May 8,
2003 to replead three of the nine claims. Plaintiffs did not replead, so the
judge dismissed the case with prejudice on May 13, 2003, On May 22, 2003, the
plaintiffs filed for appeal, and on September 3, 2003 the plaintiffs filed their
memorandum in support of their appeal. On October 20, 2003, we filed our
response in support of the District Court's opinion. We do not expect to receive
a decision from the appellate court for at least one year. The likelihood of an
unfavorable outcome or the extent of any potential loss is not presently
determinable.
SEC INVESTIGATION -- In December 2002, the Company was requested to
provide certain documents to the U.S. Securities and Exchange Commission and the
U.S. Attorney for the Southern District of New York in connection with their
investigation of possible violations by the Company's Chairman of the Board and
Chief Executive Officer of the insider trading prohibitions found in the federal
securities laws. During the year ended June 30, 2003 the Company incurred
approximately $658 thousand in legal costs in complying with these requests.
During the period between June 30, 2003 and March 31, 2004, the Company incurred
approximately $168 thousand in additional legal costs associated with these
investigations. The Company also may be required to indemnify its officers and
directors for fees incurred for these investigations. For the year ended June
30, 2003, such indemnification obligations totaled approximately $36 thousand,
and during the period between June 30, 2003 and March 31, 2004 the Company
incurred approximately $12 thousand in additional indemnification obligations
which are included in the previous figures.
ST. PAUL PROPERTIES -- On April 11, 2003, St. Paul Properties, Inc.
(the "Landlord") filed suit against the Company in the Circuit Court for
Clackamas County. The Landlord alleges that the Company breached its prior
corporate office lease by failing to pay the rent specified under the lease. The
Landlord seeks damages of approximately $667,000 plus interest and attorneys'
and other fees. The Company has filed an answer and affirmative defenses
alleging that the Landlord failed to use reasonable efforts to mitigate its
damages. In addition, the Company is aware that much of the vacant space has
been relet to a third party tenant, substantially reducing the damage claim. The
Company has settled with the Landlord for the sum of $110,000 and which includes
a $50,000 payment with 5 monthly payments of $12,000. Although this settlement
has been completed and the law firms are holding as of May 15, 2004, $74,000
(initial payment and two monthly payments), the final documents have not yet
been signed by the Landlord however, we expect to receive the fully executed
documents soon.
INDEMNIFICATION -- Under the Company's bylaws and contractual
agreements the Company may be required to indemnify its current and former
officers and directors who are parties to litigation or other proceedings by
providing legal defense through the Company's attorneys (or reimbursing the
parties for their own attorneys) and covering all damages the parties may suffer
if the plaintiffs are successful.
The Company is involved in certain other litigation matters in the
normal course of business that management currently believes are not likely to
result in any material adverse effects on the financial position, results of
operations, or net cash flows of the Company.
14
NOTE I. FDA DEVELOPMENTS
The Company's medical imaging and treatment products are subject to
regulation by the U.S. Food and Drug Administration ("FDA"). Over the past few
years, the Company has sought approval for its breast cancer detection system
through the FDA's Pre-Market Approval process ("PMA"), which requires rigorous
clinical efficacy testing, manufacturing and other data. The Company utilized
the FDA's modular submission method and submitted its application for approval
on five modules for review.
On December 10, 2002, the Company presented the Breast Cancer System
2100TM ("BCS") to the FDA's Radiological Devices Panel ("Panel"), which
recommended by a vote of 4 to 3 against recommending approval of the BCS to the
FDA. On January 23, 2003, the FDA sent the Company a letter concurring with the
panel's recommendation. The letter provided specific actions the Company could
take in an effort to obtain FDA approval in the future including: (a) performing
a new pre-market clinical study, (b) modifying the indication for use, (c)
performing a reproducibility study to take into account variations encountered
in clinical practice, and (d) providing a validated daily quality assurance
procedure.
The main issues cited by the FDA were the Panel's conclusion that 1)
the proposed indications for use were revised on the basis of a retrospective
analysis of the results in the original PMA, 2) the additional clinical data in
the "post-PMA" ("PPMA") was insufficient to constitute an adequate study, 3)
enrollment in the Company's studies was not limited to mammographically visible
masses, and 4) the number of exclusions of enrolled subjects was excessive.
Representatives of the Company met with the FDA Deputy Commissioner and
the FDA Chief Counsel on July 9, 2003. The Company was asked to provide to the
Commissioner's staff a scientific document addressing the FDA's reasons for
non-approval of the Company's application. The scientific document was sent on
July 29, 2003. Another follow-up meeting reviewing the process was held with the
FDA on January 15, 2004. The Company received a response from the FDA's
commissioners office provided again three actions the Company could take in an
effort to obtain FDA approval. The Company continues to consider the actions
suggested each of which would require new capital investments in the Company.
Note J - OTHER REGULATORY MATTERS
The Company's TIP camera is a thermal imaging device that reads
temperature (such as an external thermometer) and is noninvasive. In connection
with SARS screening activities, Canada and China have used the cameras
in-airport terminals as a first-line defense measure for identifying travelers
with elevated facial temperatures. Due to the noninvasive nature of the camera,
as well as the fact that the Company has not marketed or promoted the TIP camera
as an SARS screening device, both Canada and China have required minimal
governmental regulation. The Company believes that all regulatory matters
associated with the sale and shipment of these TIP cameras were met according to
the Canadian and Chinese governments.
Most recently the Company has obtained a Canadian license for the
Photonic Stimulator, TIP System and the BCS2100. This allows the Company to sell
all three products into the Canadian market.
15
Note K - SEGMENTS
The Company's operations have historically been reported in two
segments: medical products and industrial products. Results of the Company's
operations for the two segments during the three-month and nine-month periods
ended March 31, 2004 are as follows:
THREE MONTH PERIOD ENDED
March 31,
2004
Medical Industrial Total
Revenue $ 60,303 $ 46,930 $ 107,233
Cost of Revenues (13,184) (260) (13,444)
------------ ------------ ------------
Gross Margin 47,119 46,670 93,789
General & Administration 261,961 -- 261,961
Research & Development 264,266 -- 264,266
Marketing 45,296 -- 45,296
Depreciation and amortization 36,000 -- 36,000
Impairments -- -- --
------------ ------------ ------------
Total Operating Expense 607,523 -- 607,523
Operating Loss $ (560,404) $ 46,670 $ (513,734)
============ ============ ============
NINE MONTH PERIOD ENDED
March 31,
2004
Medical Industrial Total
Revenue $ 152,471 $ 111,103 $ 263,574
Cost of Revenues (53,433) (22,942) (76,375)
------------ ------------ ------------
Gross Margin 99,038 88,161 187,199
General & Administration 1,286,775 -- 1,286,775
Research & Development 927,967 -- 927,967
Marketing 296,425 -- 296,425
Depreciation and amortization 45,560 -- 131,700
Impairments -- -- --
------------ ------------ ------------
Total Operating Expense 2,556,727 -- 2,642,867
Operating Loss $(2,457,689) $ 88,161 $(2,455,668)
============ ============ ============
Because the Company's principal efforts during the three-month and
nine-month periods identified above have been focused on obtaining FDA approval
of the Company's BCS application, as well as resolution of pending litigation
and the SEC investigation regarding the Company's Chairman of the Board and
Chief Executive Officer, no overhead cost allocations to the industrial segment
are reflected in the tables set forth above.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Computerized Thermal Imaging, Inc. ("we", "us", "CTI" or the "Company")
designs, manufactures and markets thermal imaging devices and services used for
clinical diagnosis, pain management and industrial testing. We market our
products through an internal sales force and a network of independent
distributors.
We have developed thermal imaging technology and equipment and methods
for applying our proprietary technology. We believe our thermal imaging systems
generate data, difficult to obtain or not available using other imaging methods,
which is useful to health care providers in the detection of certain diseases
and disorders and useful to the health industry for product quality testing.
Our research indicates that our equipment and technology is useful in
studying and diagnosing breast cancer, which is the second most common cancer in
women. Our research and development efforts led to the creation of our breast
imaging system, known as the "BCS 2100." We are seeking FDA pre-market approval
for the BCS 2100 as an adjunct to mammography and clinical examinations for use
as a painless and non-invasive technique for acquiring clinical information. To
receive pre-market approval ("PMA") from the FDA, we must establish the BCS
2100's ability to consistently distinguish between malignant and benign tissue
and thereby reduce the number of breast biopsies performed on benign tissue. We
have received acceptance on four of the five modules required for PMA approval.
We submitted the fifth module, which includes clinical trial results and
efficacy claims, during June 2001.
We presented the BCS 2100 to the FDA's Radiological Devices Panel (the
"Panel") on December 10, 2002 and the Panel voted against approval of the BCS
2100. On January 23, 2003, the FDA concurred with the recommendation made by the
Panel and issued to the Company a non-approval letter with respect to the BCS
2100. We believe the FDA's decision was based on technical and statistical
issues regarding the clinical trial and analysis of the clinical trial data. The
main issues cited by the FDA were 1) the Panel concluded that the proposed
indications for use were revised on the basis of a retrospective analysis of the
results in the original PMA, 2) the additional "post-PMA" clinical data was
deemed insufficient to constitute an adequate study, 3) enrollment in the
Company's studies was not limited to mammographically visible masses, and 4) the
Panel concluded that the number of exclusions of enrolled subjects was
excessive. The FDA's letter states specific actions we could take in an effort
to put the PMA into an approvable form including: a) performing a new pre-market
clinical study, (b) modifying the indication for use, (c) performing a
reproducibility study to take into account variations encountered in clinical
practice, and (d) providing a validated daily quality assurance procedure.
Our management met with the FDA Deputy Commissioner and the FDA Chief
Counsel on July 9, 2003. We were asked to provide to the Deputy Commissioner's
staff a scientific document addressing the FDA's reasons for non-approval. The
scientific document was sent on July 29, 2003, and we are currently waiting for
a response. Another follow-up meeting was held with the FDA on January 15, 2004
for the purpose of reviewing the process. On March 19, 2004 the Company received
a letter from the staff of the U.S. Food and Drug Administration (the "FDA")
addressing CTI's application for premarket approval of CTI's BCS 2100 breast
17
cancer screening device. In its letter, the FDA staff identified three
alternative approaches, including CTI's current approach, to achieve premarket
approval of the BCS2100. CTI management believes the FDA response is, in part,
attributable to intervention by the Office of the FDA Commissioner. CTI
management and staff are now reviewing and evaluating each of the three
alternatives. All three alternatives involve different concepts in statistical
methodology; however, the FDA staff has indicated that the two alternative
approaches to CTI's existing approach would require new studies, but would
involve considerably fewer subjects than CTI's current approach. Mr. Secord
commented, "We are very appreciative of the FDA staff's willingness to help
resolve the longstanding statistical issue regarding premarket approval of the
CTI breast cancer system."
The Company announced in a press release dated March 25, 2004 that,
through discussions with staff of the American Stock Exchange ("AMEX"), it
agreed to remove its common stock from listing on AMEX, and will seek to have
its common stock quoted on the OTC Bulletin Board ("OTCBB"). The Company had
requested a hearing before an AMEX Listing Qualifications Panel in an effort to
appeal the AMEX staff's determination to delist the CTI common stock from AMEX,
the Company ultimately determined that the best interests of the Company and its
shareholders would be served by ensuring an orderly transition to the OTCBB. The
last trading day of the CTI common stock on AMEX was Friday, March 26, 2004. CTI
originally anticipated that the OTCBB would commence quotation of the CTI common
stock on Monday, March 29, 2004. However, although application has been made by
market makers, the stock is currently trading on "the pink sheets" as COIBB.PK.
The Company has entered into a letter of commitment with Associated
Leasing International Corp., pursuant to which Associated Leasing proposes to
help market CTI's medical and industrial equipment and provide a credit facility
of up to $500 million to facilitate sales of CTI's products. Associated Leasing
provides lease financing for a broad range of capital equipment, including
medical, heavy industrial, electronics, aerospace, transportation, and to equip
entire hospitals.
We use our capital to pay general corporate expenses, including
salaries, manufacturing costs, professional fees, clinical study and technical
support costs, and general and administrative expenses. We are a development
stage company and, to date, we have funded our business activities with funds
raised through the private placement of common stock, debt and warrants, and the
exercise of warrants and options.
This report contains forward-looking statements within the meaning of
the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as
amended. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any expected results,
performance or achievements. When used in this document the words "expects",
"anticipates," "intends," "plans," "may," "believes," "seeks," "estimates," and
similar expressions generally identify forward-looking statements. All
forward-looking statements included in this report are based on information
available to us on the date hereof, and we assume no obligation to update any
forward-looking statements except to the extent required under applicable
securities laws.
The following discussion and analysis of our consolidated financial
condition and results of operations should be read in conjunction with our
audited condensed consolidated financial statements and notes thereto contained
in our Annual Report on Form 10-K for the fiscal year ended June 30, 2003.
18
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosure in
conformity with accounting principles generally accepted in the United States of
America and our discussion and analysis of our financial condition and results
of operation requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
We believe the following are our critical accounting policies. That is,
they are both important to the portrayal of our financial condition and results,
and they require management to make judgments and estimates about matters that
are inherently uncertain.
CASH AND CASH EQUIVALENTS-- Cash and cash equivalents include cash in
checking accounts and short-term highly liquid investments with an original
maturity of one year or less.
REVENUE RECOGNITION -- Although we believe revenues recognized to date
have been immaterial to our financial statements, we also believe revenue
recognition is a significant business process that requires management to make
estimates and assumptions. We recognize revenue from product sales after
shipment when persuasive evidence of an agreement exists, delivery of the
product has occurred, no significant obligations remain, the price or fee is
fixed or determinable, and collection is probable. If these conditions are not
met, revenue is deferred until such obligations and conditions are fulfilled.
Our standard domestic terms for sales of our medical products to
end-user customers are "net 30 days," and our standard international terms for
sales of our medical products require payment in cash or placement of a letter
of credit before shipment. On occasion, we offer extended payment terms beyond
our normal business practices, usually in connection with providing an initial
order of demonstration equipment to a new domestic distributor. We consider fees
on these extended terms agreements not fixed and collectibility less than
probable and defer the revenue until receipt of payment. Our sales prices have
declined over time and we credit price decreases to any balance due from a
distributor. We sell separate extended warranty contracts for our Thermal Image
Processor ("TIP") and Photonic Stimulator and recognize revenue from those
arrangements ratably over the contract life. We do not offer rights or return
privileges in sales agreements.
19
Industrial sales are made pursuant to individually negotiated
commercial contracts which specify payment terms that have ranged from 60 to 90
days from shipment or service completion. With industrial products, even if
delivery and payment have occurred, we may retain a significant ongoing
obligation under a sales arrangement for the delivery of components or
customized software and customer testing, and we defer recognizing revenue until
all the multiple elements of the sale are completed.
RESEARCH AND DEVELOPMENT EXPENSES -- We expense as incurred the direct,
indirect and purchased research and development costs associated with our
products. We believe this method is conservative given the product and market
acceptance risk inherent to our products and reduces administrative burden and
cost.
IMPAIRMENT OF LONG-LIVED ASSETS -- We follow the provisions of
Financial Accounting Standards Board ("FASB") SFAS No. 141, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
which requires that if the sum of the future cash flows expected to result from
the assets, undiscounted and without interest charges, is less than a company's
reported value of the assets, the asset is not recoverable and the company must
recognize an impairment. The amount of impairment to be recognized is the excess
of the reported value of the assets over the fair value of those assets and is
recorded as impairment expense on our statement of operations. In estimating
impairments, management makes assumptions about future cash flows and fair value
that are inherently uncertain, can significantly affect the results and may
differ from actual future results.
INVENTORY RESERVES -- We establish reserves for excess and obsolete
inventory by comparing inventory on hand to estimated consumption during the
subsequent twelve-month period. Consumption is estimated by annualizing trailing
three- or nine-month sales volumes, adjusting those volumes for known activities
and trends, and comparing forecast consumption to quantity on hand. Any
difference between inventory greater than estimated consumption is recorded to
cost of revenues and an excess and obsolete inventory reserve, which is included
as an element of net inventory reported on our balance sheet. Amounts charged to
the inventory reserves are not reversed to income until the reserved inventory
is sold or otherwise disposed.
EMPLOYEE INCENTIVE PLANS -- We have terminated our discretionary 401(k)
plan. All CTI common stock formerly held in our 401(k) plan was sold and the
proceeds were placed in funds as selected by each individual employee. We have
issued lump sum distributions and qualified plan rollovers for each participant.
TRENDS/UNCERTAINTIES AFFECTING CONTINUING OPERATIONS
We are exposed to the opportunities and risks usually associated with
marketing and manufacturing novel products, including staff retention and
recruiting, market acceptance of our products, product warranty, bad debts and
inventory obsolescence. We expect to earn revenues from the sale of our
products, but there is no guarantee that these revenues will recover all the
costs of marketing, selling and manufacturing our products.
Our marketing efforts rely upon building relationships with
manufacturers, medical equipment dealers, physicians and clinical investigators.
We have communicated with our target markets by attending trade shows and
conferences, making direct sales calls, and sponsoring clinics where we
introduce and demonstrate our products. Although most recently all marketing
efforts have been placed on hold due to lack of funds. We believe marketing
20
medical products through trade shows, conference presentations, direct mail and
inside sales augmented with dealers provides a low-cost, high-leverage approach
to diagnostic imaging and pain management practitioners. To the extent possible,
which is extremely limited at present, we plan to continue investing resources
in these programs, although there can be no assurance they will lead to market
acceptance of our products.
We organize clinical studies with institutions and practitioners to
obtain user feedback and to secure technical papers for training and marketing
purposes. These strategies represent a significant investment of time and
resources and have provided useful information; however, there can be no
guarantee that these strategies will lead to market acceptance of our products.
At the time of filing this report, our only existing clinical study with
Massachusetts General Hospital has been placed on hold due to lack of funding.
To date, we have had limited operating revenues from the sale of our
products and services ($3.7 million in total revenues since inception). We
cannot provide any assurance that we will achieve profitability in the future.
Our immediate priorities are to sell existing FDA 510k approved products and to
sell the BCS 2100 into Canada where we have recently obtained a license for
sale. Furthermore, we continue to reconcile issues presented to us by the Panel
on December 10, 2002 and FDA administrators in subsequent meetings, most
recently January 15, 2004, and the to pursue additional funding. At this time,
we are unsure how much time and additional financing we will require to resolve
these issues with the FDA. We are also unsure about our ability to raise
additional financing that will be required to continue our business operations.
These uncertainties, among others, raise doubts about our ability to continue as
a going concern. Furthermore, based on our expected cash flow from operations
and our limited current assets, our auditors have expressed their view, in their
report on our financial statements for the year ended June 30, 2003, that they
did not believe we would be able to continue our operations as a going concern
through the end of our 2004 fiscal year.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Our operating results and financial condition are subject to
substantial risks and uncertainties. These risks and uncertainties include, but
are not limited to, the following:
For the years ended June 30, 2003 and 2002, our auditors issued their
audit report with a going concern qualification. This means, based on our
expected cash flow from operations and our existing current assets, our auditors
did not believe that we would be able to continue our operations in their
then-existing form through the end of our 2004 fiscal year. We can provide no
assurance that we will ever generate sufficient revenues to continue our
operations.
Our failure to raise additional capital could cause us to severely
curtail operations, which would adversely affect shareholder value, or cease
operations entirely, which would likely eliminate any value in our common stock.
Our failure to obtain FDA approval of our BCS 2100 would have a
material adverse impact on our results of operation and financial condition, and
may result in cessation of our operations entirely.
21
The Company announced in a press release dated March 25, 2004 that,
through discussions with staff of the American Stock Exchange ("AMEX"), it
agreed to remove its common stock from listing on AMEX, and will seek to have
its common stock quoted on the OTC Bulletin Board ("OTCBB"). The Company had
requested a hearing before an AMEX Listing Qualifications Panel in an effort to
appeal the AMEX staff's determination to delist the CTI common stock from AMEX,
the Company ultimately determined that the best interests of the Company and its
shareholders would be served by ensuring an orderly transition to the OTCBB. The
last trading day of the CTI common stock on AMEX was Friday, March 26, 2004. CTI
originally anticipated that the OTCBB would commence quotation of the CTI common
stock on Monday, March 29, 2004. Although application has been made by market
makers the stock is currently trading on "the pink sheets" as COIBB.PK.
We are involved in substantial shareholder litigation, which may have
an adverse impact on us and our shareholders.
We have limited revenues from operations and may never have substantial
revenue from operations.
Failure to obtain insurance reimbursement codes for our BCS 2100 may
make the BCS 2100 unmarketable, thereby adversely affecting shareholder value.
We expect to continue to incur losses, deficits, and deficiencies in
liquidity for the foreseeable future. Unless we are able to reverse those
trends, we will likely be unable to continue our operations.
We may sell assets or reduce activities to fund operations, which could
adversely affect shareholder value.
The recent volatility in the market price of our common stock could
continue and adversely affect shareholder value.
We could issue preferred stock or sell other securities or other
financing instruments, including convertible debt, which could result in
significant dilution to existing shareholders.
We rely on third parties in the development and manufacture of key
components for our products. If they fail to perform, product development,
and/or production could be substantially delayed.
If we are unsuccessful in preventing others from using our intellectual
property, we could lose a competitive advantage.
We do not have product liability insurance; if we are made subject to a
products liability claim, whether or not the claim is meritorious, our results
of operation and financial condition may be adversely affected.
OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS.
22
The foregoing factors should be read in conjunction with our audited
consolidated financial statements, notes thereto and risk factors set forth in
our Annual Report on Form 10-K for the fiscal year ended June 30, 2003 (the
"Form 10-K"). Many of the risks identified above are discussed in greater detail
in the Form 10-K.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 2004, COMPARED TO QUARTER ENDED MARCH 31, 2003.
REVENUES
Revenues for the three and nine months ended March 31, 2004 decreased
$283 and $986 thousand, or 73% and 79%, respectively, from the same period last
year to $107 and $264 thousand; $55 thousand (three months) and $137 thousand
(nine months) of our revenues resulted from the sale of pain management products
and rental of our TIP camera to a Boothroyd, a Canadian customer using the
camera for monitoring the skin surface temperatures of passengers as they pass
through airport security screening areas; $5 thousand (three months) and $15
thousand (nine months) was recognition of warranty revenue; the remaining $47
thousand (three months) and $111 thousand (nine months) was other and industrial
services including a industrial camera repair for SPAWAR. The decrease in
revenue was due primarily to a decrease in pain management products sales that
partly can be attributed to the reduction in sales force.
During the three and nine months ended March 31, 2004, medical segment
revenues were $60 thousand (three months) and $152 thousand (nine months),
compared to $68 thousand (three months) and $715 thousand (nine months) from the
same periods last year, resulting in an decrease of $8 thousand (three months)
and $563 thousand (nine months), or 11% decrease (three months) and 85% decrease
(nine months). This decrease reflected decreased sales of our pain management
products, due to a reduced sales force and decreased marketing efforts. The sale
of Photonic Stimulator units was the same in the three months and decreased
approximately 56% in the nine months ended March 31, 2004, compared to the same
period of 2003, and sales of the TIP Camera decreased over 32% in the three
months and 86% in the nine months ended March 31, 2004, compared to the same two
periods in 2003.
During the three and nine months ended March 31, 2004, industrial
segment revenues were $47 thousand (three months) and $111 thousand (nine
months), compared to $323 thousand (three months) and $535 thousand (nine
months) for the same periods of last year, resulting in a decrease of $276
thousand (three months) and $424 thousand (nine months), a 85% (three months)
and 79% (nine months) decrease. There was two primary sales of a TIP camera made
to Dresser-Rand and to Alstom Power in the nine-month period ended March 31,
2003, and no comparable sale in the nine-month period ended March 31, 2004
(Alstom in the three month period).
During the three and nine months ended March 31, 2004, no overhead
expenses were allocated to the industrial segment of our operations, due to our
reduction in sales staff and decreased development in the segment and the shift
in focus of management to obtaining FDA approval of our BCS 2100, as well as
resolution of ongoing litigation and governmental investigations.
23
We recognized $18 thousand, or 17% of total revenue, in foreign sales,
consisting primarily of fees generated from the rental of a TIP camera to a
Canadian customer, during the quarter ended March 31, 2004, compared to
approximately $318 thousand, primarily revenues generated from product sales to
Alstom Power, a UK company, or 81% of total revenues, for the quarter ended
March 31, 2003.
COSTS AND EXPENSES
Gross margins for the three and nine months ended March 31, 2004 were
$93 thousand (three months) and $187 thousand (nine months), compared to gross
margins of $170 thousand (three months) and $77 thousand (nine months) for the
same periods of the prior year. Total cost of goods sold for the three and nine
months ended March 31, 2004 was $13 thousand (three months) and $76 thousand
(nine months), compared to $220 thousand (three months) and $1,172 thousand
(nine months) for the same periods last year, which included an allowance for
obsolete inventory of approximately $350 thousand.
We expect that unit prices for our TIP System and Photonic Stimulator
will continue to decline as a prerequisite to increasing market penetration. We
also expect prices to decline faster than we will be able to reduce
manufacturing costs; therefore, we anticipate our gross margins as a percentage
of sales for our pain management products will also decline. Declining demand
for our pain management products and the resulting revenues and gross margins
are dependant upon a number of factors, including general economic conditions,
insurance reimbursements, insurance coverage offered by medical plans and our
ability to market and promote our products.
General and administrative expenses for the three and nine months ended
March 31, 2004 were $252 thousand (three months) and $1,177 thousand (nine
months), compared to $703 thousand (three months) and $2,182 thousand (nine
months) for the same period last year, a decrease of $451 thousand (three
months) and $1,006 thousand (nine months), or 64% (three months) and 46% (nine
months). The decrease reflects our effort to reduce costs and preserve cash. The
decrease consisted of declines in salary expense ($109 thousand for three
months; $357 thousand for nine months), professional services ($9 thousand for
three months; $79 thousand for nine months), equipment supplies ($20 thousand
for three months; $76 thousand for nine months), shareholder service costs(ie
board meetings and shareholders meetings and stock transfers) ($25 thousand for
three months and $119 thousand for nine months), office expenses ($45 thousand
decrease for three months; $160 thousand increase for nine months), insurance
expense ($30 thousand decrease for three months; $47 thousand increase for nine
months), and other expenses ($9 thousand decrease for three months; $16 thousand
increase for nine months) with bad debt expense increasing ($28 thousand
decrease for three months; $91 thousand increase for nine months).
Marketing expenses for the three and nine months ended March 31, 2004
were $45 thousand (three months) and $296 thousand (nine months), compared to
$307 thousand (three months) and $1,302 thousand (nine months) for the same
periods last year, a decrease of $262 thousand (three months) and $1,006
thousand (nine months), or 85% (three months) and 77% (nine months), from the
same periods last year. Reduction in salaries accounted for $130 thousand (three
months) and $555 thousand (nine months) of the decrease. The decrease also
reflected decreased Legal expenses ($2 thousand for three months; $4 thousand
for nine months), advertising expense ($6 thousand for three months; $40
thousand for nine months), a reduced general marketing expense ($56 thousand for
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three months; $154 thousand for nine months), reduced office expense ($16
thousand for three months; $11 thousand for nine months), reduced rent expense
($8 thousand for three months; $51 thousand for nine months), reduced insurance
expense ($26 thousand for three months; $71 thousand for nine months), reduced
travel expense ($16 thousand for three months; $114 thousand for nine months),
and other expenses ($2 thousand for three months; $3 thousand for nine months).
The decrease reflected management's efforts to preserve our cash position.
Research and development expenses for the three and nine months ended
March 31, 2004 were $264 thousand (three months) and $928 thousand (nine
months), compared to $851 thousand (three months) and $3,253 thousand (nine
months) for the same periods last year, a decrease of $586 thousand (three
months) and $ 2,325 thousand (nine months), or 69% (three months) and 71% (nine
months). The reduction in research and development expense reflects our efforts
to preserve cash. Reductions in salary expense accounted for $276 thousand
(three months) and $1,178 thousand (nine months), legal expense for $32 thousand
(three months) and $33 thousand (nine months), medical R&D expense for $59
thousand (three months) and $283 thousand (nine months), engineering expense for
$51 thousand (three months) and $195 thousand (nine months), clinical trial
expense for $34 thousand (three months) and $45 thousand (nine months),
regulatory expense for $34 thousand (three months) and $126 thousand (nine
months), office expense for $17 thousand (three months) and $33 thousand (nine
months), rent expense for $34 thousand (three months) and $154 thousand (nine
months), insurance expense for $30 thousand (three months) and $90 thousand
(nine months), travel expense for $16 thousand (three months) and $84 thousand
(nine months), temporary labor expense for $25 thousand (three months) and $96
thousand (nine months), with miscellaneous other expenses making the difference.
We believe securing a favorable recommendation from the FDA is critical
to obtaining additional funding. Due, however, to the delay in the FDA's
response, we have been forced to conserve cash by reducing expenses throughout
the Company. We feel it is not wise to continue development of a product that
has not yet been approved by the FDA.
When funding permits, we plan to continue conducting clinical studies
at a much reduced level in the near future, utilizing the BCS 2100, with
institutions and practitioners to obtain user feedback, test product
enhancements as they become available, secure technical papers and for training
and educational marketing purposes. The only study we currently are conducting
at Massachusetts General Hospital was placed on hold in January 2004. Clinical
studies are not the same as clinical trials, which we conducted for FDA PMA
approval purposes.
Litigation settlement expense was an additional $10 thousand for the
quarter ending March 31, 2004 totaling $110 thousand for the nine month period
ending March 31, 2004. $100 thousand was expensed in estimation of settlement
for the breached office lease contract for the Portland office. An agreement was
reached in April 2004 and an additional $10 thousand was expensed in the quarter
ending March 31, 2004.
Depreciation and amortization expense for the quarter ended March 31,
2004 decreased $12 thousand and $256 thousand to $36 thousand and $132 thousand,
or 25% and 66%, respectively, compared to the same periods of the prior year.
During fiscal 2003, we impaired all assets to reflect possible recovery values
due to the concern expressed by our auditors that we may not be able to continue
as a going concern. There was no additional impairment in the three and
nine-month periods ended March 31, 2004.
25
OPERATING INCOME / LOSS
Principally as a result of the foregoing, we recorded operating losses
of $514 thousand and $2,456 thousand for the three and nine-month periods ended
March 31, 2004, respectively, compared to operating losses of $1.7 million and
7.8 million, respectively, for the three and nine-month periods ended March 31,
2003. Sales in the medical segment accounted for over half of our revenue in the
three and nine months ended March 31, 2004. Our activities in the industrial
segment during the three and nine months resulted primarily in service and
repair revenues and related labor costs. By reducing expenses we have been able
to reduce our losses; however, revenue growth has suffered consequently.
OTHER INCOME
Net interest expense for the three- and nine-month periods ended March
31, 2004 decreased $1.8 million and $2.6 million, respectively, from the same
periods of 2003, to an income of less than $1 thousand for the three months
ended March 31, 2004 and expense of less than $1 thousand for the nine months
ended March 31, 2004. These decreases resulted primarily from the retirement of
a convertible debenture in 2003.
NET INCOME/(LOSS)
We recorded a net loss of $513 thousand and $2,457 thousand for the
three and nine months ended March 31, 2004, compared to a net loss of 3.6
million and $10.4 million for the same periods in 2003. For the three and nine
months ended March 31, 2004, the loss attributable to common shareholders was
$513 thousand, or less than ($0.01) per share, and $2,457 thousand or ($0.02)
per share, compared to a loss attributable to common shareholders of $3.6
million, or ($0.04) per share, and $10.4 million or ($0.12) per share for the
same periods in 2003. The decreased loss per share is in part due to the
retirement of the Beach Boulevard debenture and equity line, diluting
shareholder ownership by increasing shares from 87 million shares to 113 million
shares and to the reduction in costs.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES AND USES OF LIQUIDITY
Our sources of funds used for operations have historically come from
selling common stock, as well as the issuance and exercise of options and
warrants, revenues generated from operations, sales of marketable securities,
interest earned from marketable securities available for sale and debt
assumption.
Our cash requirements include, but are not limited to, general
corporate expenses including employee salaries and benefits, defense of
shareholder lawsuits and response to regulatory investigations, indemnification
of employees, lease payments on office space, legal and accounting fees for
litigation, compliance with securities registration and reporting requirements,
costs of clinical trials and studies and technical support, FDA consulting
26
expenses, procurement of inventory and supply expenses associated with our
efforts to develop, manufacture and market our medical and industrial
applications. We have reduced many of these costs in an effort to preserve cash;
however, a significant amount of these costs are attributable to activities that
are necessary to continue our operations and obligations.
Net cash used in operating activities for the nine months ended March
31, 2004 was $1.55 million, compared to $7.7 million for the nine months ended
March 31, 2003. The decrease in cash used in operating activities was primarily
a result of our efforts to decrease our expenses and cash outlays, as well as
the collection of cash for invoices where the revenue has been deferred due to
outstanding obligations (primarily the Nanda Agreement see below) and is
affected by fluctuations in accounts receivable, accounts payable and accrued
expense balances.
Excluding an allowance for doubtful accounts of $62 thousand for the
nine months ended March 31, 2004, accounts receivable decreased approximately
$301 thousand from $420 thousand to $60 thousand at March 31, 2004, compared to
June 30, 2003. This decrease in receivables relate primarily to one invoice to
NanDa Thermal Technology, Inc. ("NanDa") for $300 thousand associated with a
prepayment required by the contract. We have deferred our recognition of revenue
under the NanDa agreement until we have satisfied our obligations under the
agreement.
Net cash provided by investing activities for the nine months ended
March 31, 2004 was $3 thousand, compared to net cash used in investing
activities of $7.2 million in the nine months ended March 31, 2003. Net cash
provided by and used in investing activities was provided by the sale of fixed
assets in connection with our office consolidation process for fiscal 2004,
whereas net cash in 2003 was from the sale of securities.
Net cash provided by financing activities was $1.22 million for the
nine months ended March 31, 2004, compared to $782 thousand during the nine
months ended March 31, 2003. On July 9, 2003 we closed a private placement
pursuant to Regulation S of the Securities Act, and sold 3,344,482 shares of our
common stock to Therfield Holdings LTD., a limited liability company formed
under the laws of the British Virgin Islands, for $1 million. Also in February
2004 we closed a second private placement pursuant to Regulation S of the
Securities Act, and sold 1,000,000 shares of our common stock to Charles Dai for
$220,000. Net cash provided by financing activities for the nine months ended
March 31, 2004 was from net cash provided from selling shares of common stock
pursuant to an equity line of credit.
As a result of the foregoing, our net cash decreased by $329 thousand
during the nine months ended March 31, 2004, compared to a $244 thousand
decrease in the nine months ended March 31, 2003.
Cash and cash equivalents at March 31, 2004 were $126 thousand,
compared to $454 thousand at June 30, 2003.
As of May 1, 2004, our current monthly expense rate is under $150
thousand; our monthly expense rate at our former full operational level was
approximately $1,100 thousand. As of May 1, 2004 , we had cash, accounts
receivable and pre-paid expenses of approximately $187 thousand and current
liabilities (excluding the debenture and deferred revenue) of approximately $993
thousand. These current liabilities consisted of approximately $598 thousand of
accounts payable, $338 thousand of accrued liabilities, and $62 thousand of
27
accrued employee costs. Accordingly, unless we are able to secure additional
funding from a third party, we do not currently have sufficient working capital
to sustain our operations at current levels, which are already substantially
reduced, beyond June or July 2004. Our failure to secure additional funding may
result in further severe reductions in our operations or the discontinuance of
our operations altogether.
The following table summarizes our contractual obligations and
commitments to make future payments as of March 31, 2004:
Payments due by period
Total less than 1 year 1-2 years after 3 years
--------------------------------------------------------
Oswego operating lease $110,000 $110,000 $0 $0
CAPITAL REQUIREMENTS/PLAN OF OPERATION
Our capital requirements may vary from our estimates and will depend
upon numerous factors including, but not limited to: a) FDA approval process; b)
results of pre-clinical and clinical testing; c) costs of technology; d) time
and costs involved in obtaining other regulatory approvals; e) costs of filing,
defending and enforcing any patent claims and other intellectual property
rights; f) the economic impact of developments in competing technology and our
markets; g) competing technological and market developments; h) the terms of any
new collaborative, licensing and other arrangements that we may establish; i)
litigation costs; and j) costs we incur in responding to inquiries and
investigations conducted by the SEC and other governmental entities.
Since inception, we have generated significant losses from operations
($96.6 million) and, although we have generated some revenues ($3.7 million), we
are still a development stage enterprise. We have taken actions to reduce our
expenses and cash consumption; however, we expect to incur additional operating
losses for the indefinite future. Our working capital requirements in the
foreseeable future will depend on a variety of factors and assumptions. In
particular, we will need to obtain additional financing through additional
equity and/or debt financings or through the sale of assets (including our
intellectual property) during fiscal year 2004. If we raise additional funds
through the issuance of equity securities or other financing instruments which
are convertible to equity securities, our shareholders may experience
significant dilution that aversely affect the price of our common stock. If we
raise debt capital, the lenders may require us to pledge our assets as
collateral and could insist on loan terms that could adversely affect our
operations and the price of our common stock. Furthermore, there can be no
assurance that additional financing will be available when needed or at all, or
that if available, such financing will be on terms favorable to us or our
shareholders. If financing is not available when required or is not available on
acceptable terms, we may be required to curtail our operating plan and will
likely not be able to continue operations as a going concern.
We do not have sufficient capital to cover: 1) the expected costs of
additional clinical studies if required by the FDA; 2) the potential damages
from pending shareholder litigation; or 3) the anticipated expense of funding
our business plan over the next year. We will have to obtain
28
additional capital within the fiscal year through the issuance of securities,
assumption of loans and sale of assets (including our intellectual property).
Furthermore, these factors have made it difficult, if not impossible, to raise
the required capital needed to continue operations. If we are not successful, we
will have to scale back our business plans and may have to discontinue
operations.
As of March 31, 2004, we believed that we had sufficient liquidity to
sustain current operations for next two months. Our monthly expense rate at that
time averaged $200 thousand, we had cash, marketable securities, accounts
receivable and pre-paid expenses of approximately $266 thousand and current
liabilities (excluding the debenture and deferred revenue) of approximately $998
thousand. On a short-term basis, we believed we would be able to fund our
operations with cash on hand and the proceeds of our receivables and current
sales activities; however, to fund our operations over the long term (more than
2 months) we believed we would need to raise additional capital or curtail our
operation.
As of May 1, 2004, we have reduced operating expenses and curtailed
operating activities. Overall, we have reduced our monthly cash consumption to
under $150 thousand, which we currently believe will be adequate to sustain our
operations at current levels only through May or June 2004. We have selectively
reduced expenses by eliminating expenditures for certain regional trade shows
and conferences; reducing or eliminating administrative staff, reducing
purchased services and the level of certain employee benefit programs, reducing
salaries by 50%, eliminating insurance and consolidating operations. If we are
unable to secure additional capital, we may need to further reduce our
operations or discontinue operations entirely. On February 4, 2004, we received
$220 thousand in connection with an agreement with a private investor, Charles
Dai. We are currently pursuing other investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a development stage enterprise. We believe we are not subject to
market risks beyond ordinary economic risks, such as interest rate fluctuations
and inflation.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer, or CEO, and the Company's Director of Finance, of the
effectiveness of the Company's disclosure controls and procedures as of March
31, 2004. Based on that evaluation, the Company's management, including its CEO
and Director of Finance, concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in reports filed or submitted by the Company under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported as specified in the SEC's rules and forms. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation.
PART II-- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
29
SALAH AL-HASAWI ADVISORY SERVICES CLAIM
On March 29, 2000, Salah Al-Hasawi, a citizen and resident of Kuwait,
filed an action in the United States District Court for the Southern District of
New York, against us and our former Chief Executive Officer, alleging violations
under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder, for commissions allegedly due to the plaintiff in
connection with the private placement of our securities. Shortly thereafter, the
lawsuit was dismissed without prejudice and on April 12, 2000 the plaintiff
filed a similar complaint in the United States District Court for the District
of Utah. The plaintiff's complaint sought specified damages of $15.5 million,
attorney fees and unspecified damages pursuant to five separate causes of action
including breach of contract, fraud and unjust enrichment.
In December 2003, we reached a settlement with the plaintiff, pursuant
to which we agreed to pay the aggregate amount of $100,000 in three installments
($50,000 paid on December 17, 2003, $25,000 paid in January 2004 and $25,000
paid in February 2004) and the plaintiff agreed to dismiss the litigation with
prejudice. The settlement is set forth in a Settlement Agreement and Mutual
Release, which provided for the filing with the court of dismissal pleadings
with the final installment payment in February 2004.
SHAREHOLDER CLASS ACTION
In 2002 five different lawsuits were filed against us in the United
States District Court of Oregon. The lawsuits, which were consolidated into a
single class action, allege in substance that CTI violated Section 10(b) of the
Securities Exchange Act of 1934, as amended, and accompanying regulations by
misleading shareholders regarding such things as FDA approval and other matters,
which the plaintiffs allege caused significant damage to the holders of our
common stock at the time of these alleged misrepresentations and omissions. The
plaintiffs have not specified their damages. On April 17, 2003, the consolidated
litigation was dismissed without prejudice by the United States District Court.
In a written opinion, the U.S. District Court Judge concluded that the alleged
misstatements were either not material, not misleading, or not plead by
plaintiffs with sufficient particularity to constitute a claim. The Court gave
the plaintiffs until May 8, 2003 to replead three of the nine claims. Plaintiffs
did not replead, so the judge dismissed the case with prejudice on May 13, 2003.
On May 22, 2003, the plaintiffs filed for appeal, and on September 3, 2003 the
plaintiffs filed their memorandum in support of their appeal. On October 20,
2003, we filed our response in support of the District Court's opinion. We do
not expect to receive a decision from the appellate court for at least one year.
We believe the plaintiffs' allegations are without merit and intend to
defend them vigorously. Defending these lawsuits will require additional legal
expenses, may make fundraising more difficult if not impossible and will
distract members of management from day-to-day operations. Moreover, our
insurance carrier has previously denied coverage for the plaintiffs' claims and,
accordingly, has indicated it will not cover the costs of defending the claims
and will not pay any resulting damages we may suffer if the plaintiffs are
successful. We have retained insurance counsel to advise us in this matter,
which is in its early stages. In addition, under our bylaws and contractual
agreements we are required to indemnify our current and former officers and
directors who are parties to the litigation by providing legal defense through
our attorneys (or reimbursing them for their own attorneys) and covering all
damages they may suffer if the plaintiffs are successful.
30
SEC AND DEPARTMENT OF JUSTICE INVESTIGATIONS
In December 2002, we were requested to provide certain documents to the
U.S. Securities and Exchange Commission and the U.S. Attorney for the Southern
District of New York in connection with their investigation of possible
violations by our Chairman of the Board and Chief Executive Officer of the
insider trading prohibitions found in the federal securities laws. During the
year ended June 30, 2003, we incurred approximately $658 thousand in legal costs
in complying with these requests. During the period between June 30, 2003 and
March 31, 2004, we incurred approximately $168 thousand in additional legal
costs associated with these investigations. We also may be required to indemnify
our officers and directors for fees incurred for these investigations. For the
year ended June 30, 2003, such indemnification obligations totaled approximately
$36 thousand, and during the period between June 30, 2003 and March 31, 2004 we
incurred approximately $12 thousand in additional indemnification obligations
which are included in the previous figures. It is difficult to place a dollar
value on the time spent by executives, board members, and employees in dealing
with this issue. However, considerable time has been spent in testifying,
interviews, and document location and preparation by many of our staff,
executives and board members.
ST. PAUL PROPERTIES
On April 11, 2003, the Landlord filed suit against the Company in the
Circuit Court for Clackamas County. The Landlord alleges that the Company
breached its prior corporate office lease by failing to pay the rent specified
under the lease. The Landlord seeks damages of approximately $667,000 plus
interest and attorneys and other fees. The Company has filed an answer and
affirmative defenses alleging that the Landlord failed to use reasonable efforts
to mitigate its damages. In addition, the Company is aware that much of the
vacant space has been relet to a third party tenant, substantially reducing the
damage claim. The Company has settled with the Landlord for the sum of $110,000
and which includes a $50,000 payment with 5 monthly payments of $12,000.
Although this settlement has been completed and the law firms are holding as of
May 15, 2004, $74,000 (uncial payment and two monthly payments), the final
documents have not yet been signed by the Landlord however, we expect to receive
the fully executed documents soon.
INDEMNIFICATION
Under our bylaws and contractual agreements, we may be required to
indemnify our current and former officers and directors who are parties to
litigation or other proceedings by providing legal defense through our attorneys
(or reimbursing the parties for their own attorneys) and covering all damages
the parties may suffer if the plaintiffs are successful.
OTHER LEGAL PROCEEDINGS
We are involved in certain other litigation matters in the normal
course of business which management currently believes are not likely to result
in any material adverse effects on our financial position, results of
operations, or net cash flows.
31
ITEM 2. CHANGES IN SECURITIES
On January 22, 2004, in connection with an October 17, 2003 settlement
with a law firm the Company issued 25,000 shares of stock in exchange for a
reduction of approximately $30 thousand in a payable to the law firm. The
settlement was for an outstanding amount of approximately $110 thousand for cash
of $80 thousand (40 thousand in October 2003 and $10 thousand a month for 4
months) plus the $25,000 shares of common stock. The obligation was fully
satisfied in January 2004.
On May 18, 2004 the Company issued 1,000,000 shares of restricted stock
in a private placement to Charles Dai in exchange for $220,000 in cash. The
agreement was for up to $1,000,000 cash for a total 4,545,454 shares. As of May
1, 2004 Charles Dai has not exercised the rights to purchase the remaining
3,545,454 shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
31.1 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
(b) REPORTS ON FORM 8-K (AND PRESS RELEASE)
Current Report on Form 8-K filed February 9, 2004 (reporting the Company's
appeal to American Stock Exchange notice to delist and private placement as the
first step to restore compliance).
Current Report on Form 8-K filed March 26, 2004 (reporting the Company's
delistment from the American Stock Exchange, a leasing commitment and a letter
received from FDA ).
Press Release April 21, 2004 (reporting the licensing of the Company's BSC 2100
Breast Cancer Thermal Imaging System in Canada ).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMPUTERIZED THERMAL IMAGING, INC.
(Registrant)
/s/Richard V. Secord
- ----------------------------------
Dated May 24, 2004
Richard V. Secord
Chairman & Chief Executive Officer
32