U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 incorporation or (IRS Employer
organization) Identification No.)
1719 West 2800 South
Ogden, Utah 84401
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(Address of principal executive offices) (Zip Code)
(801) 776-4700
------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: Common stock, par value
$0.001, of which 114,561,698 shares were issued and outstanding as of October
30, 2003.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
COMPUTERIZED THERMAL IMAGING, INC.
FORM 10-QSB
QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements...................................................3
Condensed Consolidated Balance Sheets as of September 30,
2004 and June 30, 2004 ...........................................3
Condensed Consolidated Statements of Operations and Other
Comprehensive Income (Loss) for the three months ended
September 30, 2004 and 2003 ......................................4
Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 2004 and 2003..........................5
Notes to Condensed Consolidated Financial Statements..............6
Item 2. Management's Discussion and Analysis or Plan of Operation..........10
Item 3. Controls and Procedures............................................20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................20
Item 6. Exhibits and Reports on Form 8-K...................................21
SIGNATURES................................................................... 22
2
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
COMPUTERIZED THERMAL IMAGING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, June 30,
2004 2004
------------- -------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 28,111 $ 168,955
Accounts receivable-trade, net (less allowance for doubtful accounts of
$3,199 for September 30, 2004 and June 30, 2004) 29,800 53,328
Accounts receivable-other, net -- 1,391
Inventories 251,703 260,331
Prepaid expenses 79,672 91,474
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Total current assets 389,286 575,479
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PROPERTY AND EQUIPMENT, Net 164,844 169,358
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INTANGIBLE ASSETS:
Intellectual property rights, net (less accumulated amortization of
accounts of $18,105 and $17,437 for September 30, 2004 and
June 30, 2004, respectively) 14,742 15,410
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TOTAL ASSETS $ 568,872 $ 760,247
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 527,331 $ 512,542
Accrued liabilities 119,980 172,036
Short-term Note Payable 224,018 220,690
Deferred revenues 1,061,605 1,083,100
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Total current liabilities 1,932,934 1,988,368
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LONG-TERM NOTE PAYABLE 110,439 109,178
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TOTAL LIABILITIES 2,043,373 2,097,546
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STOCKHOLDERS' EQUITY (DEFICIT):
Convertible preferred stock, no par value, 3,000,000 shares
authorized; issued-none
Common stock, $.001 par value, 200,000,000 shares authorized,
114,561,698 issued and outstanding on September 30, 2004 and
June 30, 2004 114,562 114,562
Additional paid-in capital 95,454,274 95,454,274
Deficit accumulated (97,043,337) (96,906,135)
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Total stockholders' equity (deficit) (1,474,501) (1,337,299)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 568,872 $ 760,247
============= =============
The accompanying notes are an integral part of these
consolidated financial statements
3
COMPUTERIZED THERMAL IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSEIVE
INCOME (LOSS)
(Unaudited)
FOR THE
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2004 2003
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INCOME:
Product revenues $ 66,609 $ 57,189
Service revenues 9,787 5,508
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Total Revenues 76,396 62,697
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Cost of product revenues (13,416) (42,402)
Cost of service revenues -- --
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Total cost of revenues (13,416) (42,402)
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GROSS MARGIN 62,980 20,295
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OPERATING EXPENSES:
Operating, general and administrative 116,040 544,976
Litigation settlements -- --
Research and development 56,802 366,906
Marketing 17,566 154,056
Depreciation and amortization 5,180 54,797
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Total operating expenses 195,588 1,120,735
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OPERATING LOSS (132,608) (1,100,440)
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OTHER INCOME (EXPENSE):
Interest income 4 1,928
Interest expense (4,618) (5,425)
Other 20 --
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Total other income (expense) (4,594) (3,497)
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NET LOSS $(137,202.00) $(1,103,937.00)
------------- --------------
WEIGHTED AVERAGE SHARES
OUTSTANDING 114,561,698 112,344,005
============= =============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.01)
============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
4
COMPUTERIZED THERMAL IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (137,202) $ (1,103,937)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 5,182 54,797
Amortization of bond premium (discount) -- (15,192)
Bad debt expense -- 63,032
Accounts receivable - trade 23,528 328,352
Accounts receivable - other 1,391 --
Inventories 8,628 (27,846)
Prepaid expenses 11,802 118,268
Accounts payable 14,789 (26,985)
Accrued liabilities (47,467) (28,279)
Deferred revenues (21,495) 371,871
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Net cash used in operating activities (140,844) (265,919)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceed from sale of assets -- 22,177
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Net cash provided by (used in) investing activities -- 22,177
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants,
net of offering costs $ -- $ 1,000,000
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Net cash provided by financing activities -- 1,000,000
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NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (140,844) 756,258
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 168,955 454,387
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 28,111 $ 1,210,645
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest expense $ -- $ --
Income taxes -- --
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING AND INVESTING ACTIVITIES
Common stock issued to reduce debenture, interest and
penalty $ -- $ 157,277
The accompanying notes are an integral part of these
consolidated financial statements.
5
COMPUTERIZED THERMAL IMAGING, INC.
Notes to Condensed Consolidated Financial Statements
September 30, 2004
(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 periods ended September 30, 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-KSB for the Year Ended June 30,
2004. The consolidated results of operations for the three-month period ended
September 30, 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-KSB for the Year Ended June 30, 2004, the Company reported
that its recurring losses from operations, negative cash flows from operations,
the Company's need for additional working capital, and the Company's continuing
struggle to obtain FDA approval for its primary product raised substantial doubt
about the Company's ability to continue as a going concern. The Company's
independent auditors have also expressed their doubts 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, 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. 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 a defective product, 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.
The Company has 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.
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.
Service revenue is derived from non-destructive testing of turbine
blades and other items as well as service of medical equipment previously sold
but not covered by warranty. 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.
NOTE C. DEFERRED REVENUE
Deferred revenues at September 30, 2004 was approximately $1,061,605,
and consisted of $660,000 of deferred revenues from the NanDa licensing and
manufacturing agreement, $11,665 of deferred warranty revenues and $389,940 of
deferred industrial revenues and deposits relating the Turbine Blade Inspection
System ("TBIS") the Company shipped to Pratt & Whitney. Deferred revenues at
June 30, 2004 was approximately $1,083,100, and consisted of $10,000 of deferred
medical revenues, $660,000 of deferred revenues associated with a
manufacturing/licensing agreement between the Company and NanDa Thermal Medical
Technology, Inc. ("NanDa"), $7,705 of deferred warranty revenues and $415,395 of
deferred industrial revenues and deposits relating primarily to the TBIS the
Company shipped to Pratt & Whitney.
7
DEFERRED REVENUES SEPTEMBER 30, JUNE 30,
2004 2004
---------- ----------
NanDa Licensing 660,000 660,000
Industrial Products 389,940 415,395
Warranty Revenue 11,665 7,705
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Total Deferred Revenue $1,061,605 $1,083,100
========== ==========
Industrial products deferred revenue consists of non-destructive
testing devices shipped to Pratt & Whitney. The Company anticipates that it will
recognize these sales when it has completed its obligations under the purchase
agreements with Pratt & Whitney. Although the equipment has been shipped,
installed, and is in use the customer awaits a final calibration and test
performed on site by the Company. The $389,940 has been paid by Pratt & Whitney.
The Company has deferred the full amount of the contract until the final
calibration and testing can be performed on customer site. This is in accordance
with the Company's revenue recognition policy.
The Company's Manufacturing License Agreement with NanDa (the "NanDa
Agreement") is billed in stages. The Company has billed NanDa $660,000 to date
and received payment for $660,000. The NanDa Agreement obligates the Company to
provide training services for NanDa employees in the United States and in China.
The Company has provided the training services for NanDa employees in the United
States, but, has yet to train in China. Therefore, according to the Company's
revenue recognition policy, the Company will not recognize any revenue from the
NanDa Agreement until all its obligations are performed or the NanDa Agreement
is deemed to be complete.
NOTE D. 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:
Raw materials $ 613,630 $ 616,508
Inventory reserve (629,967.00) (629,967.00)
Work-in process 18,629 18,629
Finished goods 249,411 255,161
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Total $ 251,703 $ 260,331
============ ============
Finished goods inventory at September 30, 2004 consisted of
approximately $249,411 of finished goods ready for sale, $18,629 in the
manufacturing process and $613,630 of raw materials. In their report on the
Company's condensed consolidated financial statements for the year ended June
30, 2004, the Company's independent auditors expressed concern regarding the
Company's ability to continue its operations as a going concern. As a result of
8
that concern, coupled with the decision of the U.S. Food and Drug Administration
(the "FDA") to deny pre-market approval of the Company's breast imaging system,
(the "BCS 2100"), the Company has treated its inventories as impaired assets on
its condensed consolidated financial statements for the quarter ended September
30, 2004. The impairment is held in a reserve account and represents about 71%
of all inventories.
The Company has in the past reserved 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 six -month
sales volumes, adjusting those volumes for known activities and trends, then
comparing forecast consumption to quantity on hand. However, the Company
evaluates all inventories to determine if the total impaired book value could be
recovered if liquidation becomes necessary. The Company felt no need to impair
additional inventory in the quarter ended September 30, 2004 NOTE E. 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. Due to the going concern status of the Company there
are no deferred tax assets.
NOTE F. CONTINGENCIES
SEC INVESTIGATION
In December 2002, we were requested to provide certain documents to the
SEC and the U.S. Department of Justice in connection with an investigation
regarding possible violations of the insider trading prohibitions found in the
federal securities laws. We have responded to the Commission's requests for
copies of documentation, and members of CTI management have provided testimony
to the Commission. To date, we have incurred approximately $650,000 in legal
costs in complying with these requests. CTI also may be required to indemnify
its officers and directors in connection with fees incurred in connection with
these investigations. Our efforts to respond to the Commission's requests have
required, and in the future may require, significant additional legal expenses,
may make fund raising more difficult if not impossible, and will distract
management from our day-to-day operations.
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
alleged that the Company breached its prior corporate office lease by failing to
pay the rent specified under the lease. The Landlord sought damages of
approximately $667,000, plus interest and attorneys and other fees. The Company
filed an answer and affirmative defenses alleging that St. Paul Properties
failed to use reasonable efforts to mitigate its damages. In April of 2004, the
Company settled with St. Paul for the sum of $110,000 and which included a
$50,000 payment with 5 monthly payments of $12,000. The final payment of $12,000
was paid on August 15, 2004.
9
INDEMNIFICATION
Under our bylaws and contractual agreements, CTI 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 CTI
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.
NOTE G. RECENT DEVELOPMENTS
On June 30, 2004 the Company filed a "Citizen Petition" with the FDA
contending that consideration of the Company's application for pre-market
approval was severely and improperly prejudiced because of pervasive bias
against the Company by the FDA staff reviewers who improperly undermined the
review of the Company's application and ultimately caused the FDA to reject that
application. The Company is seeking internal documents within the FDA to
determine the basis for the FDA staff's behavior. The full text of the full
Citizen Petition and 23 exhibits thereto are available at
http://www.fda.gov/ohrms/dockets/dailys/04/july04/070104/04p-0276-cp00001-
toc.htm.
Note H - Other Regulatory Matters
The Company has received a Medical Device License from Health Canada to
market the BCS 2100 in Canada. In late August 2004, the Company shipped the
first BCS 2100 to Ville Marie in Montreal, Canada for a one-to-three month
evaluation that may result in a lease of the device at the end of evaluation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS CONCERNING OUR BUSINESS
The following discussion should be read in conjunction with the
Condensed Consolidated Financial Statements, the notes thereto and the other
information included in this Report. Certain statements in this "Management's
Discussion and Analysis or Plan of Operation" are forward-looking statements.
When used in this document, the words "expects," "anticipates," "intends,"
"plans," "may," "believes," "seeks," "estimates," and similar expressions
generally identify forward-looking statements. The forward-looking statements
contained herein are based on current expectations and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in such forward-looking statements. For a more detailed discussion of
these and other business risks, see "Factors that May Affect Future Results."
10
OVERVIEW
Our mission is to improve the quality of life by raising the
performance standards of infrared thermal imaging technology for both the
medical device and industrial markets. We design, manufacture and market thermal
imaging devices and services used for clinical diagnosis, pain management and
industrial non-destructive testing. We provide inspection services and design
and build non-destructive test systems for industrial customers.
Our current products are the BCS 2100, Photonic Stimulator, Thermal
Image Processor ("TIP") and our TBIS. We have historically marketed our products
with an internal sales force and through independent distributors. At present,
however, due to our troubled financial condition, we are not actively marketing
our products. To date, our revenues have been generated principally from the
sale of our Photonic Stimulator, TIP, TBIS and services provided in connection
with our TBIS.
Given our inability to market our principal product unless we secure
FDA pre-market approval, our need to raise capital to fund our operations, our
history of losses ($96 million since inception), and the risk of pending or
future litigation, our independent auditor's opinion dated September 24, 2004
contains a "going concern qualification," meaning that our independent auditors
have indicated that there is substantial doubt as to our ability to continue as
a going concern. Our efforts to raise additional funds to date have been only
marginally successful. Since the FDA's rejection of our application for
pre-market approval of the BCS 2100 in December 2002, we have raised $500
thousand in advances under an equity line of credit with Beach Boulevard, $1.32
million through a private issuance of restricted stock, $660 thousand from the
NanDa Agreement and $220 thousand from short-term notes. We have pursued
additional financing transactions, but, as of the date of this Report, we have
been unsuccessful in our efforts to raise additional capital. Regardless of the
FDA's ultimate decision regarding our application for pre-market approval of the
BCS2100, we will require additional capital to execute our operating plan, which
may include more clinical trials, research and development, marketing into
Canada and marketing and manufacturing expenses.
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-KSB for the fiscal year ended June 30, 2004.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements requires us to estimate the
effect of various matters that are inherently uncertain as of the date of the
financial statements. Each of these required estimates varies in regard to the
level of judgment involved and its potential impact on our reported financial
results. Estimates are deemed critical when a different estimate could have
reasonably been used or where changes in the estimate are reasonably likely to
occur from period to period, and would materially impact our financial condition
or results of operations. Our significant accounting policies are discussed in
Note 1 of the Notes to Condensed Consolidated Financial Statements. Critical
estimates inherent in these accounting policies are discussed in the following
paragraphs. Our management has discussed the development and selection of these
critical accounting policies with the Audit Committee of our Board of Directors.
11
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 --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 our medical products to end-user
customers are "net 30 days," and our standard international terms for 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 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.
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 statements 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.
12
INVENTORY RESERVES -- We have in the past reserved 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 six-month sales volumes, adjusting those volumes for known activities
and trends, then comparing forecast consumption to quantity on hand. However, we
evaluate all inventories to determine if the total impaired book value could be
recovered if liquidation is necessary. We felt no need to impair additional
inventory during the quarter ended September 30, 2004 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.
We have only internet marketing efforts at present due to our current
lack of resources. If we are able to acquire additional capital, of which there
can be no assurance, we hope to be able to resume marketing efforts by building
relationships with manufacturers, medical equipment dealers, physicians and
clinical investigators; communicating with our target markets by attending trade
shows and conferences, making direct sales calls, and sponsoring clinics in
which we could introduce and demonstrate our products. We believe marketing
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.
If resources permit, we hope to be able to 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 in the past have provided
useful information; however, there can be no guarantee that these strategies
will lead to market acceptance of our products.
To date, we have had limited operating revenues from the sale of our
products and services ($3.9 million in total revenues since inception). We
cannot provide any assurance that we will achieve profitability in the future.
Our immediate priorities are to expand our market in Canada where we have
obtained the necessary licenses for our current product offerings to pursue the
U.S. market for our TIP and Photonic Stimulator; and to reconcile issues
presented to the FDA in our Citizens Petition. At this time, we are unsure how
much time and additional financing we will require to resolve 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.
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:
13
o Our failure to raise additional capital could cause us to
severely curtail operations, which would likely result in
immediate and substantial dilution to our shareholders, or
cease operations entirely, which would likely eliminate any
value in our common stock.
o 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.
o We have limited revenues from operations and may never have
substantial revenue from operations.
o Failure to obtain insurance reimbursement codes for our BCS
2100 may make the BCS 2100 unmarketable, thereby threatening
the continued operation of our company and adversely affecting
shareholder value.
o 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.
o We may sell assets or reduce activities to fund operations,
which could adversely affect shareholder value.
o The recent volatility in the market price of our common stock
could continue and adversely affect shareholder value.
o 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.
o 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.
o If we are unsuccessful in preventing others from using our
intellectual property, we could lose a competitive advantage.
If our intellectual property infringes the rights of other
parties, we could incur damages or be forced to cease using
marketing or selling those products.
o 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.
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OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS.
The foregoing factors should be read in conjunction with our audited
condensed consolidated financial statements, notes thereto and risk factors set
forth in our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2004 (the "Form 10-KSB"). Many of the risks identified above are discussed in
greater detail in the Form 10-KSB.
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 2004, COMPARED TO QUARTER ENDED SEPTEMBER 30, 2003.
REVENUES
Revenues for the quarter ended September 30, 2004 increased $14
thousand, or 22%, from $63 thousand during the same period last year to $76
thousand this year; $17 thousand of the revenues generated during the quarter
ended September 30, 2004 resulted from rental of our TIP cameras to Health
Canada for the detection of high temperatures of travelers in airports as part
of the screening for the SARS virus; $15 thousand resulted from the sale of our
Photonic Stimulator; $13 thousand from the sale of our TIP camera; $15 thousand
from repairs, service, and warranties for the TIP and Photonic Stimulator; $5
thousand from industrial repairs; and the remaining $11 thousand in other
revenue. For the same quarter last year, nearly all the recognized revenue was
from sale of refurbished Photonic Stimulators. The increase in revenue is
attributable to existing customers and contracts needing our services to
maintain our previously acquired products.
There were no unfulfilled orders as of September 30, 2004 or September
30, 2003. Backlog on the unbilled portion of the NanDa contract amounts to
approximately $360 thousand. We continue to work with NanDa as they seek SFDA
(the China equivalent of the U.S. FDA) approval of our products. NanDa has
indicated that they currently expect SFDA acceptance before January of 2005. At
that point we hope to be able to complete our contract by completing the final
training in China, invoicing NanDa for $360 thousand and recognizing deferred
revenue of $660 thousand previously invoiced and paid.
We recognized $30 thousand, or 39% of total revenue, in foreign sales
during the quarter ended September 30, 2004, compared to approximately $18
thousand, or 29% of total revenues, for the quarter ended September 30, 2003.
Revenues during the quarter ended September 30, 2004 were attributable primarily
to the rental of camera to a Canadian entity and service for an industrial
camera for a German company. Sales during the comparable quarter of 2003
consisted of $18 thousand in Photonic Stimulator sales, primarily to Canada and
China.
COSTS AND EXPENSES
Gross margins for the quarter ended September 30, 2004 were $62
thousand, compared to $20 thousand for the same period last year. Total cost of
goods sold for the quarter ended September 30, 2004 was approximately $13
thousand, compared to $42 thousand for the same period last year.
The increase in gross margin resulted primarily from the significant
reduction in our cost of goods sold. Our cost of goods declined for several
principal reasons. First, we have dramatically reduced our operations, which has
resulted in significantly lower revenues, but has also reduced our cost of
goods. Second, in part as a result of our reduced level of operations, we have
experienced lower costs of servicing equipment. Third, due to a slight
over-accrual of warranty costs during prior periods, we did not incur warranty
costs for the quarter ended September 30, 2004.
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General and administrative expenses for the quarter ended September 30,
2004 were $116 thousand, compared to $545 thousand for the same period last
year, a decrease of $429 thousand, or 79%. The decrease reflected our efforts to
reduce costs and preserve cash. The decrease included a decline in salary and
employee benefits expense, from $158 thousand to $71 thousand (a decrease of $87
thousand, or 55%), a decline in legal expense, from $244 thousand to $19
thousand (a decrease of $224 thousand, or 92%), a reduction in professional
services expense, from $48 to $7 thousand (a decrease of $40 thousand, or 85%),
a reduction in insurance expense, from $36 to $0 (a decrease of $36 thousand, or
100%), and a decline in other expenses, from $60 to $19 thousand (a decrease of
$41 thousand, or 68%).
Marketing expenses for the quarter ended September 30, 2004 were $18
thousand, compared to $154 thousand for the same period last year, a decrease of
$136 thousand, or 89%. The decrease included a decline in salary and employee
benefits expense, from $68 thousand to $10 thousand (a decrease of $58 thousand,
or 86%), a decline in advertising expense, from $5 thousand to $0 (a decrease of
$5 thousand, or 100%), a reduction in insurance expense, from $14 thousand to $0
(a decrease of $14 thousand, or 100%), and a decline in other office expenses,
from $67 thousand to $8 thousand (a decrease of $59 thousand, or 89%).
Research and development expenses for the quarter ended September 30,
2004 were $57 thousand, compared to $367 thousand for the same period last year,
a decrease of $310 thousand, or 85%. The decrease included a decline in salary
and employee benefits expense, from $213 thousand to $41 thousand (a decrease of
$172 thousand, or 81%), a decline in legal expense, from $47 thousand to $0 (a
decrease of $47 thousand, or 100%), a reduction in office expense, from $18
thousand to less than $1 thousand (a decrease of over $17 thousand, or 98%), a
decline in rent expense, from $12 to $6 thousand (a decrease of $6 thousand, or
50%), a reduction in insurance expense, from $48 to $0 (a decrease of $48
thousand, or 100%), and a decline in other expenses, from $28 to $10 thousand (a
decrease of $18 thousand, or 66%).
We believe securing pre-market approval from the FDA for our BCS 2100
would benefit us greatly in obtaining additional funding. However, due to the
delay in FDA 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. As a result, we are focusing
our efforts on the Canadian market for our BCS 2100, where we have obtained the
licenses necessary to market our BCS 2100, and the Canadian, US and Chinese
markets for the sale of our TIP system and Photonic Stimulator.
We plan to continue conducting clinical studies at a much reduced
level, utilizing the BCS 2100, primarily in Canada, to obtain user feedback,
test product enhancements as they become available, to secure technical papers
and for training and educational marketing purposes. Clinical studies are not
the same as clinical trials, which we conducted in connection with our
application to the FDA for pre-market approval purposes.
Depreciation and amortization expense for the quarter ended September
30, 2004 was $5 thousand, compared to $55 thousand for the same period last
year, a decrease of $50 thousand, or 91%. The reduction was a largely a result
of a fiscal 2003 decision to impair of our all assets to reflect possible
recovery values due to the concern expressed by our auditors that CTI may not be
able to continue as a going concern. The reduction was also related to the
consolidation of our offices, which reduced the depreciation of leasehold
improvements of the abandoned leases. There was no additional impairment in the
quarter ended September 30, 2004.
16
OPERATING INCOME / LOSS
We recorded an operating loss of $133 thousand for the quarter ended
September 30, 2004, compared to an operating loss of $1.1 million for the
quarter ended September 30, 2003. The operating loss improvement of
approximately $96 thousand was due principally to our receipt of revenues
resulting from an existing customer's need for repairs and service on previously
purchased products, contrasted with the necessity of reducing costs due to our
current lack of cash.
OTHER INCOME
Net interest and other expense for the quarter ended September 30, 2004
increased $1 thousand from the same quarter of 2003, from $3.5 thousand to a net
expense of $4.5 thousand. Interest expense is primarily an accrual of imputed
interest on three loans of $100 thousand, $200 thousand and $20 thousand, all to
related parties.
NET INCOME/(LOSS)
We recorded a net loss of $137 thousand for the quarter ended September
30, 2004, compared to a net loss of $1.1 million for the quarter ended September
30, 2003. For the quarter ended September 30, 2004, the loss attributable to
common shareholders was $137 million, or ($0.001) per share, compared to a loss
attributable to common shareholders of $1.7 million, or ($0.01) per share, for
the quarter ended September 30, 2003.
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.
For the quarter ended September 30, 2004 our sole source of cash was
from sales and collection of prior sales. We did not generate cash from the sale
of equity or issuance of debt during the period. Comparably, during the quarter
ended September 30, 2003 we generated no in cash from the sale of equity.
Our cash requirements include, but are not limited to, general
corporate expenses including employee salaries and benefits, lease payments on
office space, legal and accounting fees for litigation and public company
reporting requirements, costs of clinical trials and studies and technical
support, FDA consulting 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 most of these costs are attributable to activities
that are necessary to continue our operations.
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Net cash used in operating activities for the three months ended
September 30, 2004 was $141 thousand, compared to $266 thousand for the three
months ended September 30, 2003. The decrease in cash used in operating
activities was primarily a result of our efforts to decrease our expenses and
cash outlays and is affected by fluctuations in accounts receivable, accounts
payable and accrued expense balances.
Excluding an allowance for doubtful accounts of $1 thousand for the
three months ended September 30, 2004, accounts receivable decreased
approximately $23 thousand from $53 thousand to $30 thousand at September 30,
2004, compared to June 30, 2004. The decrease in receivables relates timing of
collections of receivables.
Net cash provided by investing activities for the three months ended
September 30, 2004 was $0, compared to net cash used in investing activities of
$22 thousand in the three months ended September 30, 2003. The cash used during
the three months ended September 30, 2003 was attributable primarily to the sale
of assets.
Net cash provided by financing activities was $0 for the three months
ended September 30, 2004, compared to $1 million during the three months ended
September 30, 2003. On July 9, 2003 we closed a private placement of 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.
As a result of the foregoing, our net cash outflow was $141 thousand
during the three months ended September 30, 2004, compared to a $756 thousand
increase in the three months ended September 30, 2003.
Cash and cash equivalents at September 30, 2004 were $28 thousand,
compared to $1.2 million at September 30, 2003.
As of November 1, 2004, our current monthly expense rate is under $60
thousand; our monthly expense rate at our former full operational level was
approximately $1,100 thousand. As of November 1, 2004, we had cash, accounts
receivable and pre-paid expenses of approximately $138 thousand and current
liabilities of approximately $911 thousand. These current liabilities consist of
approximately $527 thousand of accounts payable, $160 thousand of accrued
liabilities, and $224 thousand of short-term notes payable. 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, which are already
substantially reduced, beyond December 2004. Our failure to secure additional
funding may result in discontinuance of our operations. We may also seek, or
become involuntarily subject to, protection under applicable bankruptcy laws,
and regulations.
We have no contractual obligations nor commitments as of September 30,
2004. All rentals and leases are on a month-to-month basis.
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CAPITAL REQUIREMENTS/PLAN OF OPERATION
Our capital requirements have varied significantly from our estimates
and will likely continue to vary from those estimates. Our capital requirements
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
($97 million) and, although we have generated some revenues ($3.9 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 2005. If we raise additional funds
through the issuance of equity securities or other financing instruments which
are convertible for equity securities, our shareholders may experience
significant dilution that would aversely affect 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 currently required by the FDA; or 2) the anticipated
expense of funding our business plan over the next year. We will not be able to
continue our business operations unless we obtain additional capital
immediately. This capital, if obtained, could be generated through issuance of
securities, assumption of loans, sale of assets (including our intellectual
property); however, we have no commitments for any capital infusion, and can
give no assurance that we will be able to raise any such capital. Furthermore,
our troubled financial condition, as well as the lack of FDA pre-market approval
of the BCS2100 have made it difficult if not impossible to raise capital needed
to continue our operations. If we are not successful in quickly raising
additional capital, we will have to scale back our business plan or discontinue
operations.
As of September 30, 2004, we believed that we had sufficient liquidity
to sustain current operations for next four months. Our monthly expense rate at
that time averaged $65 thousand, we had cash, marketable securities, accounts
receivable and pre-paid expenses of approximately $138 thousand and current
liabilities (excluding the debenture and deferred revenue) of approximately $911
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
4 months) we believed we would need to raise additional capital or curtail our
operation.
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As of November 1, 2004, we have reduced operating expenses and
curtailed operating activities. Overall, we have reduced our monthly cash
consumption to under $55 thousand, which we currently believe will be adequate
to sustain our curtailed operations only through December 2004. We have
systematically reduced expenses by eliminating all expenditures except for the
those necessary to fill orders, file regulatory reports, and seek funding. If we
are unable to secure additional capital, we will likely be forced to discontinue
operations entirely.
ITEM 3. CONTROLS AND PROCEDURES
(a) Based on the evaluation of our "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e))
required by paragraph (b) of Rules 13a-15 or 15d-15, our president and our chief
financial officer have concluded that, as of June 30, 2004, our disclosure
controls and procedures were effective.
(b) We are not presently required to conduct quarterly evaluations of
our internal control over financial reporting pursuant to paragraph (d) of Rules
13a-15 or 15d-15 promulgated under the Exchange Act. We are, however, in the
process of designing, evaluating and implementing internal controls in
anticipation of the date when we will become subject to such evaluation
requirements.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
SEC INVESTIGATION
In December 2002, we were requested to provide certain documents to the
SEC and the U.S. Department of Justice in connection with an investigation
regarding possible violations of the insider trading prohibitions found in the
federal securities laws. We have responded to the Commission's requests for
copies of documentation, and members of CTI management have provided testimony
to the Commission. To date, we have incurred approximately $650,000 in legal
costs in complying with these requests. CTI also may be required to indemnify
its officers and directors in connection with fees incurred in connection with
these investigations. Our efforts to respond to the Commission's requests have
required, and in the future may require, significant additional legal expenses,
may make fund raising more difficult if not impossible, and will distract
management from our day-to-day operations.
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
alleged that the Company breached its prior corporate office lease by failing to
pay the rent specified under the lease. The Landlord sought damages of
approximately $667,000, plus interest and attorneys and other fees. The Company
filed an answer and affirmative defenses alleging that St. Paul Properties
failed to use reasonable efforts to mitigate its damages. In April of 2004, the
Company settled with St. Paul for the sum of $110,000 and which included a
$50,000 payment with 5 monthly payments of $12,000. The final payment of $12,000
was paid on August 15, 2004.
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INDEMNIFICATION
Under our bylaws and contractual agreements, CTI 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 CTI
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer
32.2 Certification of Chief Financial Officer
(b) REPORTS ON FORM 8-K (NONE)
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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 November 15, 2004
Richard V. Secord
Chairman & Chief Executive Officer
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