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 October 31, 2007
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________________ to ____________________
Commission file number 0-11485
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ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7000 Broadway, Bldg., 3-307. Denver, CO 80221
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(Address of principal executive office)
(303) 863-8088
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(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 December 1, 2007
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Common Stock, no par value 9,971,210
INDEX
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Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
October 31, 2007 (unaudited) and July 31, 2007
Condensed Statements of Operations 4
for the three months ended October 31, 2007
and 2006 (unaudited)
Condensed Statements of Cash Flows 5
for the three months ended October 31, 2007
and 2006 (unaudited)
Notes to Unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of 12
Financial Condition and Results of Operations
Item 3. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
CERTIFICATION OF OFFICERS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-----------------------------
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
October 31, 2007 July 31, 2007
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,027,129 $ 1,393,669
Accounts receivable 0 5,625
Inventory 108,214 107,855
Prepaid expenses and other current assets 13,289 24,466
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Total current assets 1,148,632 1,531,615
Property and equipment, net 91,744 106,819
Investments, net 1,139,866 1,027,550
Intellectual property, net (Note 3) 3,446,511 3,472,103
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Total assets $ 5,826,753 $ 6,138,087
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 115,815 $ 64,599
Accrued compensation and other liabilities 41,602 32,386
Deferred revenue 99,388 58,346
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Total current liabilities 256,805 155,331
Long-term liabilities:
Deferred compensation 1,158,616 1,102,549
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Total liabilities 1,415,421 1,257,880
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Commitments and Contingencies
Shareholders' equity
Common stock, no par value; 14,000,000 shares authorized; 12,878,020 12,878,020
9,971,210 shares issued and outstanding
Contributed capital 653,529 635,280
Accumulated (deficit) (8,846,617) (8,359,493)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
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Total shareholders' equity 4,411,332 4,880,207
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Total liabilities and shareholders' equity $ 5,826,753 $ 6,138,087
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Accelr8 Technology Corporation
Condensed Statements of Operations
For the three months ended October 31, 2007 and 2006
(Unaudited)
2007 2006
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Revenues:
OptiChem(R) revenues $ 14,584 $ 34,219
Technical consulting revenues 0 22,000
License Fees (Note 4) 50,000 0
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Total revenues 64,584 56,219
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Costs and expenses:
Research and development 269,067 319,371
General and administrative 251,067 263,681
Amortization (Note 3) 60,046 60,046
Marketing and sales 6,512 3,440
Depreciation 15,075 18,382
Cost of sales - OptiChem(R) 1,313 8,580
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Total costs and expenses 603,080 673,500
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Loss from operations (538,496) (617,281)
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Other income (expense):
Interest and dividend income 23,666 34,764
Unrealized gain (loss) on investments 26,352 43,187
Other income 1,354 0
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Total other income 51,372 77,951
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Net (Loss) $ (487,124) $ (539,330)
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Net (loss) per share:
Basic and diluted net (loss) per share, basic and diluted $ (.05) $ (.05)
=========== ===========
Weighted average shares outstanding 9,971,210 9,971,210
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Accelr8 Technology Corporation
Condensed Statements Of Cash Flows
For the Three months Ended October 31, 2007 and 2006
(Unaudited)
2007 2006
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Cash flows from operating activities:
Net (loss) $ (487,124) $ (539,330)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 15,075 18,382
Amortization 60,045 60,046
Fair value of stock options granted for services 18,249 7,461
Unrealized holding (gain) loss on investments and reinvested earnings (26,352) (47,036)
(Increase) decrease in assets:
Accounts receivable 5,625 2,127
Inventory (359) 3,140
Prepaid expense and other 11,177 29,719
Increase (decrease) in liabilities:
Accounts payable 51,216 21,039
Accrued liabilities 9,216 20,496
Deferred revenue 41,041 (34,482)
Deferred compensation 45,104 65,786
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Net cash (used in) operating activities (257,087) (392,652)
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Cash flows from investing activities:
Patent Costs (34,453) -0-
Contribution to deferred compensation trust (75,000) (75,000)
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Net cash (used in) provided by investing activities (109,453) (75,000)
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Decrease in cash and cash equivalents (366,540) (467,652)
Beginning balance 1,393,669 3,004,336
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Ending balance $ 1,027,129 $ 2,536,684
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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, 2007,
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
months ended October 31, 2007 may not be indicative of the results of operations
for the year ended July 31, 2008.
Reclassifications
Certain reclassifications have been made to the quarter end October 31, 2006
financial statements to conform to the quarter end October 31, 2007 financial
statement presentation. Such reclassifications have no effect on financial
position or net loss as previously reported.
Note 2. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, accounts receivable, and
notes receivable, including receivables from major customers. The Company grants
credit to domestic and international clients in various industries. Exposure to
losses on accounts receivable is principally dependent on each client's
financial position. The Company performs ongoing credit evaluations of its
clients' financial condition.
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Estimated Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at October 31, 2007 and 2006. The
carrying value of all other financial instruments potentially subject to
valuation risk, principally consisting of accounts receivable and accounts
payable, also approximate fair value.
Note 3. Intellectual Property
Intellectual property consisted of the following:
October 31, 2007 July 31, 2007
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OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 328,444 293,991
Trademarks 49,019 49,019
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Total intellectual property 4,832,001 4,797,548
Accumulated amortization (1,385,490) (1,325,445)
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Net intellectual property $ 3,446,511 $ 3,472,103
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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(R)
technologies. Amortization expense was $60,045 and $60,046, respectively, for
the three months ended October 31, 2007 and 2006.
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.
-7-
Note 4. License and Supply Agreements
On November 24, 2004 the Company entered into an exclusive two year
manufacturing and marketing agreement with SCHOTT Jenaer Glas (GMBH) of Jena
Germany for OptiChem(R) coated amine-reactive slides (Slide H). SCHOTT
subsequently exercised an optional one-year non-exclusive extension, which
expired on November 23, 2007.
The Company granted a second royalty-bearing license to SCHOTT for streptavidin
slides (Slide HS) for two years that expires on December 31, 2008.
The Company entered into an exclusive seven-year license with NanoString
Technologies Inc. on October 5, 2007. The license grants to NanoString the right
to apply OptiChem(R) coatings to NanoString's proprietary molecular detection
products. Pursuant to the license agreement, NanoString paid the Company a
non-refundable fee of $100,000 of which $50,000 was credited against future
royalties. Under the royalty-bearing license, NanoString is to pay the Company a
royalty at the rate of eight percent (8%) of net sales for sales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
-8-
Note 5. Employee Stock Based Compensation
Common Stock Options On October 31, 2007, there were 987,500 stock options
outstanding at prices ranging from $1.45 to $3.20 with expiration dates between
January 18, 2008 and March 16, 2017. For the three months ended October 31, 2007
and 2006, stock options exercisable into 987,500 and 947,500 shares of common
stock, respectively, were not included in the computation of diluted earnings
per share because their effect was antidilutive.
For the quarters ended October 31, 2007 and 2006, the company accounted for
stock based compensation to employees and directors using SFAS No. 123 (revised
2004), "Share-Based Payment" (SFAS 123R), which replaces SFAS 123 and supersedes
APB Opinion No. 25. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values. The proforma disclosures previously
permitted under SFAS 123 are no longer an alternative to financial statement
recognition. Under the modified prospective application method, we will apply
the standard to new awards, and to awards modified, repurchased, or cancelled
after the required effective date. Additionally, compensation cost for the
unvested portion of awards outstanding as of the required effected date will be
recognized as compensation expense as the requisite service is rendered after
the required effective date.
The fair value of options granted under the stock option agreements and
stock-based compensation plans discussed above is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the quarter ended October 31, 2007 and 2006: no
dividend yield; risk free interest rate of 5.0%; expected life of 3-4 years; and
expected volatility of 64% and 52%. The weighted average remaining contractual
life of options outstanding at October 31, 2007 and 2006 was 4.11 and 4.76
years. The consulting expense related to stock options for the quarter ended
October 31, 2007 and 2006 were $18,249 and $7,461 as follows:
2007 2006
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New grants for quarter ended October 31, 2007 $ 8,402 $ 274
Prior grants 9,847 7,187
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Total $18,249 $ 7,461
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Note 6. Subsequent Events
On November 24, 2007 the Company entered into a three-year non-exclusive renewal
license agreement with SCHOTT for Slide H application of OptiChem(R)
amine-reactive coatings. Pursuant to the license agreement, SCHOTT paid the
Company a non-refundable fee of $100,000 of which $50,000 was credited against
future royalties. Under the royalty-bearing license, SCHOTT is to pay the
Company a royalty at the rate of six percent (6%) of net sales of Licensed
Products with a maximum royalty payment of $150,000 (including the $50,000
non-refundable minimum paid in advance).
As of December 13, 2007 the Company entered into an exclusive right to negotiate
for a business relationship with Becton, Dickinson & Company (NYSE: BDX) to
develop the BACcel(R) rapid diagnostic platform. The right grants an exclusive
discussion period through March 31, 2008 for consideration of $100,000.
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 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, the Company will be successful in the development of the BACcel(R)
system, the Company will have sufficient capital to complete the development of
the BACcel(R) system, the Company will be able to protect its intellectual
property, the Company's ability to respond to technological change, 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
-10-
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 condensed 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 the risks
in the section entitled "Risk Factors" its 10-KSB for the year ended July 31,
2007, could affect the Company's actual results and cause actual results to
differ materially from those discussed in forward-looking statements.
Overview
Our vision is to develop and commercialize an innovative diagnostic system for
use with critically ill patients for rapid identification of bacteria and
specific strains based on the presence of major antibiotic resistance
mechanisms. Our business strategy is to demonstrate the value of our technology
in the broad market for biomedical products with the intent of licensing our
proprietary technology to established market leaders.
We are developing the BACcel(R) system, a rapid bacterial strain identification
analyzer, by integrating our proprietary technologies into an automated system.
Proprietary technologies include OptiChem(R) surface coatings, and various
innovative assay processing methods. We have received patents or we have patent
applications pending for the major technology components, methods, and systems.
The BACcel(R) system development project began with a number of innovative
analytical biological concepts that had no direct precedent, even though based
on familiar microbiological testing principles. Until now, these accepted
principles have only been applied to cultures that contain hundreds of millions
of bacteria descended from single organisms, hand-selected as cultured colonies
grown from a patient specimen.
The BACcel(R) system is based on a simple transformation of standard methods,
using advanced automation technology to achieve substantially better performance
than is possible with current testing methods. We believed that speed and
precision should be possible by analyzing, as individuals, many thousands of
cells extracted directly from the patient specimen. This contrasts with standard
culturing in which the descendants of fewer than ten cells are presumed to
represent the entire infectious bacterial population in a specimen, and with
which many hours of repeated growth are required to perform analyses. Typically,
initial testing requires 2-3 days, which is too late to help the physician make
treatment decisions for critically infected patients. As a result, initial
therapy typically proves inadequate in 20% to 40% of such cases, causing high
mortality, serious medical complications, and extended length of stay.
-11-
Published studies on ICU patients consistently show that a hospital-acquired
infection doubles the risk of mortality and complications. Infection with a
multi-resistant organism quadruples risks relative to comparable un-infected
patients. The most important reason for elevated risk is inadequate initial
therapy.
We intend the BACcel(R) system to report bacterial quantitation and
identification within 2 hours of patient specimen processing. We plan to augment
the first reported identification with additional strain identification based on
the presence of major antibiotic resistance mechanisms. We believe that
resistance mechanism identification will require no more than 4 additional hours
of testing, with some results becoming available more quickly than others.
The purpose of this strategy is to narrow the drug choices for initial therapy
by identifying major resistance mechanisms that are likely to cause drugs to
fail. If successful, this approach would help the physician to subtract
ineffective drugs from the list of available drugs, leaving those that are most
likely to benefit the patient.
For example, the first report might state that a significant number of common
"Staph" is present in a patient specimen, likely causing a patient's infection.
The second report might then state that all of the organisms fall into a major
antibiotic resistance group known as "MRSA" (methicillin resistant
Staphylococcus aureus, often referred to as "superbugs" in news reports because
of their multiple drug resistance). This identification eliminates from
consideration the most important drugs preferred for treating Staph infections,
such as drugs related to penicillin.
The second report would include the identification of additional important
resistance mechanisms that might similarly rule out the next most important
drugs, such as drugs related to erythromycin. In this way, we believe that the
BACcel(R) system will systematically test for the most significant resistance
mechanisms. This would leave the physician with specific drug choices that are
most likely to prove effective. From these, the physician would then be able to
hold in reserve those drugs considered "salvage" or "last choice" drugs. This
approach of reserving drugs helps to delay the emergence of resistance for the
few drugs still available to treat highly resistant strains.
Without specific guidance, the physician now has no choice but to use these
reserved drugs to assure initial infection control but accelerating their loss
of effectiveness over time.
Popular news media have reported widely about MRSA as a multi-resistant
"superbug." However, organizations such as the CDC (US Centers for Disease
Control and Prevention) and IDSA (Infectious Diseases Society of America) have
also identified other multi-drug resistant organisms as presenting even greater
threats. They include the genera of Pseudomonas, Acinetobacter, and Klebsiella.
-12-
In the hospital ICU, MRSA typically causes no more than about 30% of mortality
from acquired infections. The other organisms just listed, along with highly
resistant E. coli, account for much higher percentage. In addition,
Acinetobacter acquired during medical treatment has been a particular problem
with wounded personnel in the Middle East.
To the best of management's knowledge, based on outside opinions and direct
market research, Accelr8 is the only organization in the world to be developing
a rapid diagnostic solution, and one that includes these organisms. Management
is aware of no other organization that addresses this range of organisms and
strain types.
To date, we have established the functional requirements of the BACcel(R)
platform. We have begun testing the specific analyses required in the BACcel(R)
system and published the results at major scientific and clinical conferences.
We have been guided by leading medical experts in our development strategy and
product design.
During the next twelve months, the Company intends to expand its experimental
data to characterize and validate test performance to be used in future versions
of the BACcel(r) system. In addition, we expect to further define requirements
for a commercial research product in advance of clinical product development.
In addition to BACcel(R) system development, we have developed and independently
licensed OptiChem(R) surface coatings to other companies for use in
microarraying and other molecular detection products. We have granted Schott
Jenaer Glas GmbH, which is a global leader in high-quality glass manufacturing,
a non-exclusive license to manufacture and market microarraying slides using
OptiChem(R) coatings. We have also licensed NanoString Technologies Inc. to use
OptiChem(R) in their innovative molecular bar-coding systems for
high-sensitivity gene expression analysis.
Changes in Results of Operations: three months ended October 31, 2007 compared
to three months ended October 31, 2006.
OptiChem(R) revenues during the three month period ended October 31, 2007 were
$14,584 as compared to $34,219 during the three month period ended October 31,
2006, a decrease of $19,635 or 57.4%. This decrease was the result of a decrease
in slide sales to SCHOTT. OptiChem(R) revenues for the three months ended
October 31, 2007 were 22.6% of total revenues and 60.9% of total revenues for
the three months ended October 31, 2006.
OptiChem(R) royalty revenue from SCHOTT for the quarter ended October 31, 2007
and 2006 was $1,921 and $4,285, respectively.
Technical Consulting Fees during the three-month period ended October 31, 2007
were $0 as compared to $22,000 during the three-month period ended October 31,
2006. The Technical Consulting Fees for the three month period ended October 31,
2006, were the result of the Feasibility Testing Agreement with Promega.
-13-
License Fees during the three-month period ended October 31, 2007 were $50,000
as compared to $0 during the three-month period ended October 31, 2006. The
Technical Consulting Fees for the three month period ended October 31, 2007,
were the result of the license agreement with NanoString.
Cost of sales for the three months ended October 31, 2007 was $1,313, which
represented 9% of OptiChem(R) revenue compared to $8,580 during the three months
ended October 31, 2006, which represented 25.1% of OptiChem(R) revenue. The
decrease in the cost of sales expressed as a percentage of OptiChem(R) revenue
was the result of efficiencies in production which reduced manpower costs.
Further, reduced costs of substrates and chemicals used in the formulation of
OptiChem(R) also contributed to the decrease.
Research and development expenses for the three months ended October 31, 2007
were $269,067 as compared to $319,371 during the three months ended October 31,
2006, a decrease of $50,304 or 15.8%. The decrease was due to decreased
engineering costs related to the development of the BACcel(R) system.
General and administrative expenses for the three months ended October 31, 2007
were $251,067 as compared to $263,681 during the three months ended October 31,
2006, a decrease of $12,614 or 4.8%. The decrease was primarily due to decreases
in deferred compensation which is directly related to interest and unrealized
gains from investments. The unrealized gain on investments was $26,352 for the
quarter ended October 31, 2007 as compared to an unrealized loss of $43,187 for
the quarter ended October 31, 2006, a decrease of $16,835. The change was the
result of market fluctuations in the price of securities held in the deferred
compensation trust.
Amortization during the three-month period ended October 31, 2007 was $60,046 as
compared to $60,045 during the three-month period ended October 31, 2006.
Marketing and sales expenses for the three months ended October 31, 2007 were
$6,512 as compared to $3,440 during the three months ended October 31, 2006, an
increase of $3,072 or 89.3%. The increase was primarily due to increased costs
related to technical presentations at scientific conferences.
Depreciation for the three months ended October 31, 2007 was $15,075 as compared
to $18,382 during the three months ended October 31, 2006, a decrease of $3,307
or 18%. This decrease resulted from the increased age of assets and related
depreciation schedules.
As a result of these factors, loss from operations for the three months ended
October 31, 2007 was $538,496 as compared to a loss of $617,281 during the three
months ended October 31, 2006, a decreased loss of $78,785 or 12.7%.
-14-
Interest income during the three months ended October 31, 2007 was $23,666 as
compared to $34,764 during the three months ended October 31, 2006, a decrease
of $11,098 or 31.9%. Interest income decreased as a result of a decreased cash
balance earning interest.
Unrealized gain on marketable securities held in the deferred compensation trust
for the three months ended October 31, 2007 was $26,352 as compared to $43,187
during the three months ended October 31, 2006, a decrease of $16,835 or 39%.
The unrealized gain was a result of market fluctuations on the securities that
are held in the deferred compensation trust.
As a result of these factors, net loss for the three months ended October 31,
2007 was $487,124 as compared to $539,330 during the three months ended October
31, 2006, a decreased loss of $52,206 or 9.7%.
Capital Resources and Liquidity
At October 31, 2007, as compared to July 31, 2007, cash and cash equivalents,
decreased by $366,540 from $1,393,669 to $1,027,129, or approximately 26.3% and
the Company's working capital decreased by 35.2% from $1,376,284 to $891,827.
During the same period, shareholders' equity decreased from $4,880,207 to
$4,411,332 or approximately 9.5% primarily as a result of a net loss of
$487,124.
The net cash used in operating activities was $257,087 in the three months ended
October 31, 2007 compared to cash used in operating activities in the three
months ended October 31, 2006 of $392,652 a difference of $135,565 or 34.5%. The
principal elements that gave rise to the decrease of cash used were a decrease
in the net loss of $52,206, a decrease in prepaid expenses and deposits of
$11,177, an increase in account payable and accrued liabilities of $60,432 and
an increase in deferred revenue of $75,823.
Our primary use of capital has been for the research and development of the
BACcel(R) system. The Company has historically funded its operations generally
through its existing cash balances and cash flow generated from operations.
Notwithstanding our investments in research and development, there can be no
assurance that the BACcel(R) system or any of our other products will be
successful, or even if they are successful, will provide sufficient revenues to
continue our current operations. Our working capital requirements are expected
to increase in line with the growth of our business. We have no lines of credit
or other bank or off balance sheet financing arrangements. We believe our
capital requirements will continue to be met with our existing cash balance,
additional issuance of equity or debt securities and/or a capital infusion from
potential partners in the development of the BACcel(R) system. If we are unable
-15-
to realize any revenues from our products, we will require additional funds from
other sources to continue operations. Further, if capital requirements vary
materially from those currently planned, we may require additional capital
sooner than expected. Management believes that current cash balances plus cash
flow from operations will be sufficient to fund our capital and liquidity needs
for the next 12 months. Thereafter, the Company may have to seek capital
resources from other sources to meet its obligations in the future. There can be
no assurance that such capital will be available in sufficient amounts or on
terms acceptable to us, if at all. Additional issuances of equity or convertible
debt securities will result in dilution to our current common stockholders.
Item 3. Controls and Procedures
-----------------------
An evaluation was conducted under the supervision and with the participation of
the Company's management, including Thomas V. Geimer, the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of October 31, 2007. Based on that evaluation, Mr. Geimer
concluded that the Company's disclosure controls and procedures were effective
as of such date to ensure that information required to be disclosed in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms. Such officers also confirm that there was no
change in the Company's internal control over financial reporting during the
quarter ended October 31, 2007.
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
-----------------------------------------------------------
The Annual Meeting of the Company's Shareholders was held on December 13,
2007. The matters considered at the meeting were:
a) The election of Thomas V. Geimer, A. Alexander Arnold III, and
Charles E. Gerretson to the Company's Board of Directors;
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b) To ratify the selection of Comiskey & Company, P.C. as the
independent registered public accountanting firm of the Company
for the fiscal year ending July 31, 2008.
Each of the nominees was elected to the Board of Directors, and Comiskey &
Company, P.C. were ratified as the Company's independent registered public
accountanting firm.
The votes cast at the annual meeting upon the matters considered were as
follows:
For Withhold
--- --------
Election of Directors
Thomas V. Geimer 7,074,632 180,604
A. Alexander Arnold III 7,231,311 23,935
Charles E. Gerretson 7,231,309 23,927
Ratification of Comiskey & Company, P.C. as the independent registered
public accountanting firm of the Company for the fiscal year ending July 31,
2008.
For Against Withhold
--- ------- --------
7,219,259 16,844 18,098
Item 5. Other Information
--------------------------
On December 11, 2007, the Company entered into a new employment agreement
with Thomas V. Geimer. The agreement was negotiated and approved by the
Compensation Committee. The agreement provides for an annual base salary of
$165,000 with annual deferred compensation of $75,000. The agreement is
effective January 1, 2008 and expires on December 31, 2012.
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In the event of termination by mutual agreement, termination "with cause,"
as defined in the agreement, death or permanent incapacity or voluntary
termination, Mr. Geimer, or his estate, would be entitled to the sum of the base
salary and unreimbursed expenses accrued to the date of termination and any
other amounts due under the agreement. In the event of termination "without
cause," as defined in the agreement, Mr. Geimer would be entitled to the sum of
the base salary and unreimbursed expenses accrued to the date of termination and
any other amounts due under the agreement and an amount equal to the greater of
Mr. Geimer's annual base salary (12 months of salary) or any other amounts
remaining due to Mr. Geimer under the agreement, which as of July 31, 2007 would
be $175,000. Additionally, in the event of a change in control, any unpaid
amounts due under the initial term of the agreement for both base salary and
deferred compensation would be payable plus five times the sum of the base
salary and deferred compensation.
A copy of the Employment Agreement is attached hereto as Exhibit 10.2.
Item 6. Exhibits
-----------------
a) Exhibits:
1. Exhibit 10.1 License Agreement between the Company and SCHOTT Jenaer
Glas GmbH dated November 24, 2007
2. Exhibit 10.2 Employment Agreement with Thomas V. Geimer effective
January 1, 2008
3. Exhibit 31.1 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
4. Exhibit 31.2 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
5. 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.
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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.
Dated: December 17, 2007 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
----------------------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and
Chief Financial Officer
/s/ Bruce H. McDonald
----------------------------------
Bruce H. McDonald, Principal
Accounting Officer
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