U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ________ to ________
Commission file number 0-11485
ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7000 Broadway, Bldg., 3-307. Denver, CO 80221
---------------------------------------------
(Address of principal executive office)
(303) 863-8088
--------------
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at June 11, 2005
----- ----------------------------
Common Stock, no par value 9,961,210
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
April 30, 2005 (unaudited) and July 31, 2004
Statements of Operations 4
for the three months and nine months ended April 30, 2005
and 2004 (unaudited)
Statements of Cash Flows 5
for the nine months ended April 30, 2005
and 2004 (unaudited)
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
Item 3. Controls and Procedures 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 19
CERTIFICATION OF OFFICERS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Accelr8 Technology Corporation
Balance Sheets
ASSETS
April 30, July 31,
2005 2004
------------ ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 5,898,398 $ 7,233,430
Accounts receivable 51,918 15,948
Other Accounts Receivable 1,359 50,000
Inventory 24,099 30,287
Prepaid expenses and other current assets 85,206 33,972
Current Assets of Discontinued Operations -- 7,225
Note receivable (Note 7) 133,333 133,333
------------ ------------
Total current assets 6,194,313 7,504,195
Property and equipment, net 246,511 216,733
Note Receivable (Note 7) 266,667 266,667
Investments, net 744,678 666,305
Intellectual property, net (Note 3) 3,929,237 4,070,832
------------ ------------
Total assets $ 11,381,406 $ 12,724,732
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 109,488 $ 96,844
Accrued compensation and other liabilities 59,766 46,793
Liabilities for discontinued Operations -- 43,150
Deferred revenue (Note 4) 65,000 60,000
------------ ------------
Total current liabilities 234,254 246,787
Long-term liabilities:
Deferred compensation 797,672 741,305
------------ ------------
Total liabilities 1,031,926 988,092
------------ ------------
Commitments and Contingencies (Note 9)
Shareholders' equity (Notes 6 & 7)
Common stock, no par value; 11,000,000 shares
authorized; 9,961,210 shares
issued and outstanding, respectively 12,863,020 12,863,020
Contributed capital 461,049 461,049
Accumulated deficit (2,700,989) (1,313,829)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 10,349,480 11,736,640
------------ ------------
Total liabilities and shareholders' equity $ 11,381,406 $ 12,724,732
============ ============
See accompanying notes to unaudited financial statements.
3
Accelr8 Technology Corporation
Statements of Operations
(Unaudited)
Three Months Ended Nine months Ended
-------------------------- --------------------------
April 30, April 30, April 30, April 30,
2005 2004 2005 2004
----------- ----------- ----------- -----------
Revenues:
Consulting fees $ -- $ -- $ 90,000 $ --
License Fees (Note 5) -- -- 62,750
OptiChem(TM) revenue 120,104 26,262 230,109 85,514
----------- ----------- ----------- -----------
Net revenues 120,104 26,262 382,859 85,514
----------- ----------- ----------- -----------
Costs & expenses:
Cost of sales-OptiChem 49,481 22,243 103,710 38,777
General and administrative 205,526 198,275 703,125 728,193
Marketing and sales 9,880 5,928 32,054 80,605
Research and development 383,190 127,830 808,001 408,194
Amortization 58,827 58,128 176,350 174,384
Depreciation 7,655 13,710 51,318 34,968
----------- ----------- ----------- -----------
Total Costs and Expenses 714,559 426,114 1,874,558 1,465,121
----------- ----------- ----------- -----------
Loss from operations (594,455) (399,852) (1,491,699) (1,379,607)
----------- ----------- ----------- -----------
Other income (expense):
Interest and dividend income 41,213 15,808 109,474 50,059
Unrealized gain (loss) on investment (11,367) (22,270) (6,706) 15,359
Miscellaneous 1,771 -- 1,771 --
----------- ----------- ----------- -----------
Total other income (expense) 31,617 (6,462) 104,539 65,418
----------- ----------- ----------- -----------
Income from discontinued operations (Note 8) -- 71,780 -- 184,533
----------- ----------- ----------- -----------
Net Loss $ (562,838) $ (334,534) $(1,387,160) $(1,129,656)
=========== =========== =========== ===========
Net loss per share - basic and diluted $ (0.06) $ (0.03) $ (0.14) $ (0.11)
=========== =========== =========== ===========
Weighted average shares outstanding -
basic and diluted 9,961,210 9,961,210 9,961,210 9,961,210
=========== =========== =========== ===========
See accompanying notes to unaudited financial statements.
4
Accelr8 Technology Corporation
Statements Of Cash Flows
For the Nine months Ended April 30, 2005 and 2004
(Unaudited)
2005 2004
----------- -----------
Cash flows from operating activities:
Net loss $(1,387,160) $(1,129,656)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation 51,318 31,828
Amortization 176,350 174,385
Increase (decrease) in fair value of stock options
granted for consulting services (45,000)
Unrealized holding (gain) loss on investment 6,706 (15,359)
Reinvestment of interest and dividends (10,079) (7,559)
Net change in assets and liabilities:
Accounts receivable 12,671 (66,332)
Inventory 6,188 (63,303)
Prepaid expenses and other (51,234) (19,166)
Accounts payable 12,644 23,254
Accrued liabilities 12,973 (637)
Deferred revenue 5,000 65,000
Deferred compensation 56,367 79,168
----------- -----------
Net cash (used in) provided by operating activities (1,108,256) (973,377)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (81,097) (94,629)
Purchase of intellectual property (34,754) (22,427)
Purchase of investments (75,000) (75,000)
----------- -----------
Net cash used in investing activities (190,851) (192,056)
----------- -----------
Cash (used by) discontinued operations (35,925) (35,741)
----------- -----------
Net (decrease) increase in cash and cash equivalents (1,335,032) (1,201,174)
Cash and cash equivalents, beginning of period 7,233,430 8,711,951
----------- -----------
Cash and cash equivalents, end of period $ 5,898,398 $ 7,510,777
=========== ===========
See accompanying notes to unaudited financial statements.
5
Accelr8 Technology Corporation
Notes to Unaudited Financial Statements
For the Nine Months Ended April 30, 2005
Note 1. Basis of Presentation
The financial statements included herein have been prepared by Accelr8
Technology Corporation (the "Company") without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with our annual audited financial statements dated July 31, 2004,
included in our annual report on Form 10-KSB as filed with the SEC.
Management believes that the accompanying unaudited financial statements
are prepared in conformity with generally accepted accounting principles, which
require the use of management estimates, and contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented. The results of operations for the three
month and nine month periods ended April 30, 2005 may not be indicative of the
results of operations for the year ended July 31, 2005.
Note 2. Reclassification
Certain reclassifications have been made in the fiscal 2004 financial
statements to conform to the classifications used in fiscal 2005. Such
reclassifications have no effect on net income (loss) as previously reported.
Note 3. Intellectual Property
Intellectual property consisted of the following:
April 30, 2005 July 31, 2004
-------------- -------------
OptiChem Technologies $ 4,469,517 $ 4,454,538
Patents 200,021 180,245
Trademarks 49,019 49,019
----------- -----------
Total intellectual property 4,718,557 4,683,802
Accumulated amortization (789,320) (612,970)
----------- -----------
Net intellectual property $ 3,929,237 $ 4,070,832
=========== ===========
Intellectual properties are recorded at cost and are being amortized on a
straight-line basis over their estimated useful lives of 20 years, which
approximates the patent and patent application life of the OptiChem
technologies. Amortization expense was $176,350 and $174,384 respectively, for
the nine months ended April 30, 2005 and 2004.
6
The Company routinely evaluates the recoverability of its long-lived assets
based upon estimated future cash flows from or estimated fair value of such
long-lived assets. If in management's judgment, the anticipated undiscounted
cash flows or estimated fair value are insufficient to recover the carrying
amount of the long-lived asset, the Company will determine the amount of the
impairment, and the value of the asset will be written down. Management believes
that the fair value of the technology exceeds the carrying value. However, it is
possible that future impairment testing may result in intangible asset
write-offs, which could adversely affect the Company's financial condition and
results of operations.
Note 4. Deferred Revenue
The deferred revenue amount of $65,000 is composed of prepaid royalty fees
of $50,000 and $15,000 of training fees included in the "License Agreement" with
SCHOTT. See Note 5.
Note 5. License and Supply Agreements
On November 24, 2004, the Company entered into a worldwide exclusive
manufacturing and marketing license agreement (the "License Agreement") with
SCHOTT Jenaer Glas GmbH ("SCHOTT"). The Company also entered into a supply
agreement (the "Supply Agreement") with SCHOTT for OptiChem coated
amine-reactive slides manufactured by Accelr8.
Pursuant to the License Agreement SCHOTT paid the Company a non-refundable
fee of $100,000, of which ($50,000) of such fee was credited against future
royalties. An additional $15,000 in deferred revenue has been recorded for
training supplied to SCHOTT. During the 2-year term of the License Agreement
SCHOTT agreed to pay Accelr8 a royalty payment equal to 6% of net sales of
products licensed under the License Agreement. If the total net sales during the
initial 2-year term equal or exceed, $1,125,000, then the total royalty payable
by SCHOTT for the initial term shall be a flat fee of $90,000. An optional
1-year extension may be exercised by SCHOTT by payment of a $90,000 upfront
renewal fee.
Pursuant to the Supply Agreement, the Company will supply SCHOTT 10,000
OptiChem coated microarraying slides, including 1,000 slides purchased prior to
the execution of the Supply Agreement, at a price of $14.00 each. The Supply
Agreement also includes an option to SCHOTT until December 31, 2005 to negotiate
an exclusive license for the application of OptiChem coatings on 96-well
microtiter plates. In return, SCHOTT provided 7,500 glass substrates to Accelr8
at no charge. The option is valued at $12,750 and has been recorded as a license
fee. The supply agreement was amended on April 25, 2005 to include the purchase
of an additional 5,000 slides through July 15, 2005 under the same terms.
Note 6. Shareholders' Equity
Common Stock Options
7
At April 30, 2005, there were 860,000 stock options outstanding at prices
ranging from $1.45 to $3.20 with expiration dates between May 6, 2005 and March
16, 2015. For the nine months ended April 30, 2005 and 2004, stock options
exercisable into 860,000 and 762,500 shares of common stock, respectively, were
not included in the computation of diluted earnings per share because their
effect was antidilutive.
Note 7. Employee Stock Based Compensation
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure--an amendment of FASB
Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for
Stock-Based Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures about the method
of accounting for stock-based employee compensation and the effect of the method
used on reported results in both annual and interim financial statements. The
Company accounts for employee stock-based compensation arrangements using the
intrinsic value method in accordance with Accounting Principals Board ("APB")
No. 25 and related interpretations and has adopted the disclosure-only
provisions of SFAS No. 123 as amended by SFAS No. 148. The following table
illustrates the effect on net loss if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based compensation.
Nine Months Ended April 30,
2005 2004
----------- -----------
Net loss - as reported $(1,387,160) $(1,129,656)
Deduct: Total stock-based compensation expense determined
under fair value based method for all awards (430,272) (5,595)
----------- -----------
Pro forma net loss $(1,817,432) $(1,135,251)
=========== ===========
Earnings per share:
Basic and diluted - as reported $ (.13) $ (.11)
=========== ===========
Basic and diluted - pro forma $ (.18) $ (.11)
=========== ===========
Note 8. Sale of Software Migration Tools
On July 30, 2004, we completed the sale of the assets which consisted of
tools for legacy-code modernization and the resale of third-party software (the
"Software Migration Business") to Transoft Group Ltd. (the "Asset Sale"). The
aggregate purchase price of the Asset Sale was $500,000; which was payable
$100,000 in cash and the Company was issued a promissory note payable in three
equal annual installments of $133,333 with annual interest of 4% on the unpaid
balance payable quarterly. In addition, the purchase price included the
assumption of support obligations under pre-existing support and maintenance
8
agreements. The assets, liabilities, results of operations and cash flows for
the Software Migration Business have been classified as "Discontinued
Operations" in the financial statements. Net income from the discontinued
operations for the three and nine months ended April 30, 2004 was $71,780 and
$184,533, respectively. A summary of income and expenses for these periods is
below:
Three Months Nine Months
Ended Ended
April 30, 2004 April 30, 2004
-------------- --------------
Revenues $105,147 $322,627
-------- --------
Cost of sales 14,725 69,071
Administrative and marketing 18,642 69,023
-------- --------
Total costs and expenses 33,367 138,094
-------- --------
Income from discontinued operations $ 71,780 $184,533
======== ========
Note 9. Subsequent Event
On June 2, 2005, Accelr8 Technology Corporation ("Accelr8") and SCHOTT
Jenaer Glas GmbH ("SCHOTT") entered into a supply agreement (the "Supply
Agreement").
Pursuant to the Supply Agreement, Accelr8 will supply a minimum of 5,000
OptArray Slide HS streptavidin coated microarrying slides to SCHOTT on a
non-exclusive basis, at a price of $20.82 each for the first 1,000 slides and
$17.15 for the remaining slides purchased under the Supply Agreement. The Supply
Agreement for Slide HS with SCHOTT expires on December 31, 2005. Accelr8 also
granted an option non-exclusive right to SCHOTT to negotiate for a non-exclusive
right to manufacture and sell, up to 12,500 glass slides, from January 1, 2006
to December 31, 2006. If SCHOTT exercises this right, SCHOTT shall pay Accelr8
$15,000 for training on manufacturing of Slide HS. In addition, for this right,
SCHOTT agreed to provide 7,500 glass substrates to Accelr8 at no charge (valued
at $12,750).
Accelr8 also offered SCHOTT until December 31, 2005 the right to negotiate
an exclusive right for the manufacturing and worldwide sales of Slide HS
coatings on microarraying slides. Schott must formally initiate negotiations by
October 1, 2005. If SCHOTT exercises this right, SCHOTT shall pay Accelr8
$15,000 for training on manufacturing of Slide HS.
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
------------------------------------------------------------------------------
Forward Looking Information
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Company, intends that such
forward-looking statements be subject to the safe harbors created thereby. These
forward-looking statements, which can be identified by the use of words such as
"may," "will," "expect," "anticipate," "estimate," or "continue," or variations
9
thereon or comparable terminology, include the plans and objectives of
management for future operations, including plans and objectives relating to the
products and future economic performance of the Company. In addition, all
statements other that statements of historical facts that address activities,
events, or developments the Company expects, believes, or anticipates will or
may occur in the future, and other such matters, are forward-looking statements.
The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions that the Company will retain
key management personnel, that the Company will accurately anticipate market
demand for the Company's products and that there will be no material adverse
change in the Company's operations or business. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in forward-looking statements will be realized. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The following discussion should be read in conjunction with the Company's
unaudited financial statements and related notes included elsewhere herein. The
Company's future operating results may be affected by various trends and factors
which are beyond the Company's control. These include, among other factors,
general public perception of issues and solutions, and other uncertain business
conditions that may affect the Company's business. The Company cautions the
reader that a number of important factors discussed herein, and in other
reports, filed with the Securities and Exchange Commission including its 10-KSB
for the year ended July 31, 2004, could affect the Company's actual results and
cause actual results to differ materially from those discussed in
forward-looking statements.
Overview
Prior to January 2001, Accelr8 Technology Corporation ("Accelr8" or the
"Company") was primarily a provider of software tools and consulting services.
On January 18, 2001, Accelr8 purchased the OpTest technology assets from
DDx and commenced investment in development and optimization of OpTest's surface
chemistry (OptiChem) and quantitation instrument (QuanDx(TM)). The Company's
proprietary surface chemistry and its quantitation instruments support real-time
assessment of medical diagnostics, food-borne pathogens, water-borne pathogens,
and bio-warfare assessments. Presently the Company sells advanced microarray
slides and specialty microtiter plates coated with its proprietary OptiChem
activated surface chemistry for use in academic research, drug discovery and
molecular diagnostics. This surface coating has the ability to shed sticky
biomolecules that interfere with bio-analytical assays such as microarrays and
immunoassays. Management believes that this property substantially improves
analytical performance by enabling higher sensitivity, greater reproducibility,
and higher throughput by virtue of simplified application methods.
We believe that the market for DNA/RNA and protein microarrays is growing
because of increased demand for gene analysis and molecular diagnostics as
measured by industry wide growth in unit sales, i.e., Affymetrix (NASDAQ:AFFX),
Agilent (NYSE:A), and Applied Biosciences (NYSE:ABI).
10
In July 2003, the Company introduced its OptiPlate(TM) products, which are
96- and 384-well glass bottom microtiter plates for multiplexed microarraying.
These products allow the customers to print a small microarray (as many as 2,000
spots) in each well. As with OptArray slides, the products support both DNA and
protein arraying. The glass and chemical coatings are identical to those used in
OptArray slides. Management believes that this high throughput mode is essential
in drug discovery and diagnostics where a lab must validate an assay over a
large number of individual samples. The Company knows of only one other US
company (Apogent Matrix) that is selling a plate for multiplexed microarraying.
On November 24, 2004, we entered into an exclusive global manufacturing and
distribution licensing agreement (the "License Agreement) with Schott Nexterion
(Schott Jenaer Glas GmbH, Jena, Germany "SCHOTT") and a supply agreement (the
"Supply Agreement") for microarray slides using Accelr8's OptiChem(R) surface
chemistry. (See Note 4 to the Financial Statements.) On June 2, 2005, the
Company signed a new supply agreement (the "New Supply Agreement") with SCHOTT
for a new product, a Streptavidin coated microarraying slide (the "Slide HS").
(See Note 9 to the Financial Statements.)
In January 2004, management commenced development of the BACcelr8r, a rapid
bacterial identification and antibiotic resistance detection platform.
The BACcelr8r embodies all three of Accelr8's wholly owned core
technologies: OptiChem surface chemistry, QuanDx optical detection, and YoDx(TM)
accelerated assay processing. We believe that the same integrated technology
combination will provide a platform for molecular analysis, as used in genomics
and proteomics, and molecular diagnostics. We expect the benefits of BACcelr8r
to be very high sensitivity, rapid results, high reproducibility, and relatively
low cost per test and expect the BACelr8r will be initially used in the ICU
(intensive care units) of hospitals for the diagnosis and treatment assessment
of VAP (ventilator associated pneumonia).
In fiscal 2005 we intend to complete technical studies on materials and
processes to be used in the BACcelr8r system. We believe that the BACcelr8r will
significantly speed up bacterial testing and improve treatment outcomes. By
developing and selling the system we intend to generate revenues and prove the
value of our technology to large diagnostic companies. We believe that the most
significant achievement of the BACcelr8r may be its ability to provide the
physician with rapid antibiotic susceptibility tests results. We believe that
this information should increase the number of lives saved by eliminating the
often-ineffective use of "empiric therapy" (when specific bacteria have not been
identified, the doctor prescribes a cocktail of drugs, hoping that the
combination will kill the bacteria).
Furthermore, we believe that dramatic compression of time that the
BACcelr8r will provide compared to standard culturing practices, will give
doctors an increased chance of getting patients out of the Intensive Care Unit
days ahead of present norms (typically 10 extra days for pneumonia). We believe
that this reduction in ICU costs, estimated at $3-4,000 per day, should also
11
significantly reduce un-reimbursed hospital costs, improving the bottom line of
an operating hospital budget. This is a very important factor in our marketing
strategy. While we are aggressive in our estimates of time to market and costs
to develop, we believe that we will be able to execute this business plan
without further cash infusion at this time. We have an excellent team of
fulltime scientists and a well-equipped lab that has allowed us to economically
attain our milestones to date.
Changes in Results of Operations: nine months ended April 30, 2005 compared to
nine months ended April 30, 2004.
On July 30, 2004, we completed the sale of the assets related to the
Software Migration Business. See Note 8 to the financial statements for details.
The following revenues, costs and expenses relate only to our continuing
operations.
Consulting fees during the nine-month period ended April 30, 2005 were
$90,000 as compared to $0 for the nine-month period ended April 30, 2004. The
consulting fees were the result of a contract completed on December 31, 2004 for
a custom coating for an industrial customer.
During the nine month period ended April 30, 2005, license fees were
$62,750 as compared to $0 for the nine-month period ended April 30, 2004. The
license fees were 16.4% of total revenues. The license fees were the result of
the License Agreement with SCHOTT to sell the Company's OptiChem surface
chemistry technology (See Notes 4 and 5 to the Financial Statements.)
OptiChem revenues for the nine month period ended April 30, 2005 were
$230,109 as compared to $85,514 for the nine month period ended April 30, 2004,
an increase of $144,595 or 169.1%. This increase was primarily the result of
sales of OptArray slides under the Supply Agreement with SCHOTT, and a custom
application to a customer of SCHOTT for a new formula not covered by the Supply
Agreement. OptiChem revenues for the nine months ended April 30, 2005 were 60.1%
of total revenues and 100% of total revenues for the nine months ended April 30,
2004.
During the nine months ended April 30, 2005, sales of OptiChem slides to
the Company's two largest customers were $216,064 and $6,620, representing 56.4%
and 7.7% of the Company's total revenues. During the nine months ended April 30,
2004, sales to the Company's two largest customers were $35,150 and $34,300,
representing 41.1% and 40.1% of total revenues. The largest customer during nine
month period ended April 30, 2005 is SCHOTT. SCHOTT was the second largest
during the nine month period ended April 30, 2004. The loss of this customer
would have a material adverse effect on the Company's financial performance if
the Company was unable to replace the revenue received from this customer.
Cost of sales for the nine months ended April 30, 2005 was $103,710, which
represented 45.1% of OptiChem revenue compared to $38,777 during the nine months
ended April 30, 2004, which represented 35.4% of OptiChem revenue. The decrease
in the cost of sales expressed as a percentage of Optichem revenue was the
result of efficiencies in producing a greater number of slides and lower cost of
substrates used in the formulation of OptiChem.
12
General and administrative expenses for the nine months ended April 30,
2005 were $703,125 as compared to $728,193 during the nine months ended April
30, 2004, a decrease of $25,068 or 3.4%. This decrease was largely due to the
following increases and decreases:
Consulting Fees $ 29,175
Corporate & Stockholder (44,743)
Corporate Insurance (16,915)
Deferred Compensation (22,801)
Employee Benefits 9,289
Legal Fees (40,718)
Premises Rent (16,598)
Salaries 74,165
Other 4,078
--------
Total $ 25,068
========
Consulting fees increased due to a former employee being hired as a
consultant and a consulting engagement for the valuation of our intellectual
property. The decrease in Corporate and Stockholder was primarily the result of
the payment of the one time fee for listing on the American Stock Exchange of
$53,500 during the nine-month period ended April 30, 2004. Corporate insurance
decreased due to the elimination of our errors and omissions insurance policy
that covered the software development operations. The decrease in deferred
compensation was due to the market fluctuations in the holding amounts of the
securities in the Trust. Salaries and employee benefits increased due to the
hiring of more employees for research and development of for the BACcelr8r
project. The decrease in rent was a result of the consolidation of our corporate
offices with our laboratory facility.
Marketing and sales expenses for the nine months ended April 30, 2005 were
$32,054 as compared to $80,605 during the nine months ended April 30, 2004, a
decrease of $48,551 or 60.2%. This decrease was largely due to an outside
consultant being hired as an employee and the salary being classified in general
and administrative and research.
Research and development expenses for the nine months ended April 30, 2005
were $808,001 as compared to $408,194 during the nine months ended April 30,
2004, an increase of $399,807 or 97.9%. This increase was largely due to the
following:
Consulting Fees $240,486
Laboratory Supplies 15,622
Salaries 140,227
Other 3,472
--------
Total $399,807
========
13
Consulting fees are due entirely to amounts paid to engineering consultants
for work on the BACcelr8r project, as are the increases in laboratory supplies.
Salaries increased due to hiring more scientists to perform research for the
BACcelr8r project.
Depreciation for the nine months ended April 30, 2005 was $51,318 as
compared to $34,968 during the nine months ended April 30, 2004, an increase of
$16,350 or 46.8%. This increase results from the depreciation of additional
laboratory equipment placed into service.
The increase in amortization was negligible for the nine months ended April
30, 2005 as compared to the nine-month period ended April 30, 2004.
As a result of these factors, loss from operations for the nine months
ended April 30, 2005 was $1,491,699 as compared to a loss of $1,379,607 during
the nine months ended April 30, 2004, an increased loss of $112,092 or 8.1%.
Interest income during the nine months ended April 30, 2005 was $109,474 as
compared to $50,059 during the nine months ended April 30, 2004, an increase of
$59,415 or 118.7%. Interest income increased as a result of the interest earned
on the note from discontinued operations in the amount of $12,055 and an
increase in the interest rate on the amounts of cash held by the Company.
An unrealized holding loss on marketable securities held in the deferred
compensation trust for the nine months ended April 30, 2005 was $6,706 as
compared to a gain of $15,359 for the nine months ended April 30, 2004, a
difference of $22,065, or 143.7%. The change from a gain to a loss was the
result of a decrease in the price of securities held in the deferred
compensation trust. Discontinued operations during the nine-month period ended
April 30, 2005 as $0 as compared to $184,553 during the nine-month period ended
April 30, 2004.
As a result of these factors, net loss for the nine months ended April 30,
2005 was $1,387,160 as compared to $1,129,656 during the nine months ended April
30, 2004, an increased loss of $257,504 or 22.8%.
Changes in Results of Operations: Three months ended April 30, 2005 compared to
three months ended April 30, 2004.
OptiChem revenue during the three month period ended April 30, 2005 were
$120,104 as compared to $26,262 for the three months ended April 30, 2004. This
increase was the result of increased sales of Slide H and of Slide HS, to
existing customers.
During the three months ended April 30, 2005, sales to SCHOTT were $114,664
representing 95.5% of the Company's total revenues. During the three months
ended April 30, 2004, sales to SCHOTT were $22,400 representing 85.3% of total
revenues. The loss of this customer would have a material adverse effect on the
Company's financial performance if the Company was unable to replace the revenue
received from this customer.
14
Cost of OptiChem sales for the three months ended April 30, 2005 was
$49,481, as compared to $22,243 during the three months ended April 30, 2004, an
increase of $27,238 or 122.5% and is a direct reflection of the increased sales.
General and administrative expenses for the three months ended April 30,
2005 were $205,526, as compared to $198,275 during the three months ended April
30, 2004, an increase of $7,251 or 3.7% This increase was primarily due to the
following increases and (decreases):
Salaries and Employee Benefits $ 26,344
Consulting Fees 1,875
Corporate & Stockholder Expense (18,780)
Deferred Compensation 8,676
Corporate Insurance (4,283)
Legal Fees (8,090)
Miscellaneous other 1,509
--------
$ 7,251
========
Marketing and sales expenses for the three months ended April 30, 2005 were
$9,880, as compared to $5,928 during the three months ended April 30, 2004 an
increase of $3,952 or 66.7%. This increase was largely comprised of a decrease
in consultant stock option expense.
Research and development expenses for the three months ended April 30, 2005
were $383,190, as compared to $127,830 during the three months ended April 30,
2004, an increase of $255,360 or 199.8%. The following summarizes the major
components of the increase:
Outside Engineering $ 198,441
Consultant Option Expense 21,292
Laboratory Supplies and Expense 1,055
Premises Rent (2,029)
Conferences (2,300)
Salaries 42,230
Miscellaneous other (3,329)
---------
$ 255,360
=========
The major increase is in outside engineering fees for development of the
BACcelr8r product. Salaries increased due to hiring of additional scientists for
the BACcelr8r product. The fluctuations in the other categories are considered
normal in the ordinary course of business.
The change in amortization was nominal.
Depreciation for the three months ended April 30, 2005 was $7,655, as
compared to $13,710 during the three months ended April 30, 2004 a decrease of
$6,055 or 44.2%.
As a result of these factors, loss from operations for the three months
ended April 30, 2005 was $594,455, an increased loss of $194,603 or 48.7% as
compared to a loss from operations of $399,852 for the three months ended April
30, 2004.
15
Interest and dividend income for the three months ended April 30, 2005 was
$41,213, as compared to $ 15,808 during the three months ended April 30, 2004,
an increase of $25,405 or 160.7% Interest income increased as a result of the
interest earned on the note from discontinued operations in the amount of
$400,000 and an increase in the interest rate on the amounts of cash held by the
Company.
Unrealized gain (loss) on marketable securities held in the deferred
compensation trust for the three months ended April 30, 2005 was a loss of
$11,367 as compared to unrealized loss of $22,270 for the three months ended
April 30, 2004. The decreased unrealized loss was a result of the change in
market value of the underlying assets. The unrealized loss in marketable
securities is reflected as decreased deferred compensation and included in
general and administrative expenses.
Discontinued operations during the three-month period ended April 30, 2005
was $0 as compared to $71,780 during the three-month period ended April 30,
2004.
The Company has not recorded an income tax provision or benefit in either
period. Deferred income tax assets and liabilities are computed to determine
differences between the financial statement basis and the estimated income tax
basis of assets and liabilities that will result in taxable or deductible
amounts in the future. As of April 30, 2005, a valuation allowance has been
recorded for the deferred tax asset, as management has not determined that it is
more likely than not that this amount of the deferred tax asset will be
realized.
As a result of these factors, net loss for the three months ended April 30,
2005 was $562,838, an increased loss of $228,304 or 68.2% as compared to a net
loss of $334,534 during the three months ended April 30, 2004.
Capital Resources and Liquidity
At April 30, 2005, as compared to July 31, 2004, cash and cash equivalents,
decreased by $1,335,032 from $7,233,430 to $5,898,398, or approximately 18.5%
and the Company's working capital decreased by 17.9% from $7,257,408 to
$5,960,059. During the same period, shareholders' equity decreased from
$11,736,640 to $10,349,480 or approximately 11.8% as a result of a net loss of
$1,387,160.
The net cash used in operating activities was $1,108,256, in the nine
months ended April 30, 2005 compared to cash used in operating activities of
$973,377 in the nine months ended April 30, 2004. The principal elements that
gave rise to the difference are the increase in net losses of $257,504 and an
increase in prepaid expenses in the amount of $32,068.
The Company has historically funded its operations generally through cash
flow generated from operations and equity financing. The Company anticipates
that current cash balances and working capital plus cash flow from operations
will be sufficient to fund its capital and liquidity needs in the foreseeable
future.
16
Item 3. Controls and Procedures
Under the supervision and with the participation of our management,
including Thomas V. Geimer, the Chief Executive Officer and Chief Financial
Officer of the Company, we have evaluated the effectiveness of our disclosure
controls and procedures, as defined under the Securities Exchange Act of 1934,
as amended, as the end of the period covered by this report. Based on that
evaluation, Mr. Geimer has concluded that these disclosure controls and
procedures are effective. There were no significant changes in our internal
control over financial reporting during the quarter ended April 30, 2005 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
-------------------------------------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
---------------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
Not applicable.
Item 5. Other Information
-------------------------
None
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
a) Exhibits:
1. Exhibit 31.1 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 Certification of Officer Pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002.
b) Reports on Form 8-K:
Form 8-K filed on February 23, 2005 Disclosing Change in the Company's
Accountants
Form 8-K filed on April 23, 2005 with letter to shareholders discussing its
current business operations
17
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.
Dated: June 14, 2005 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
--------------------
Thomas V. Geimer, Secretary, Chief
Executive Officer and Chief
Financial Officer
/s/ Joan D. Montgomery
----------------------
Joan D. Montgomery, Principal
Accounting Officer
18