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 January 31, 2006
----------------
[ ] 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
---------------------------------------------------------------
(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
---------------------------------------------
(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 March 6, 2005
------------------------------------- ----------------------------
Common Stock, no par value 9,971,210
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
January 31, 2006 (unaudited) and July 31, 2005
Statements of Operations 4
for the three months and six months ended
January 31, 2006
and 2005 (unaudited)
Statements of Cash Flows 5
for the six months ended January 31, 2006
and 2005(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 20
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
------------------------------
Accelr8 Technology Corporation
Balance Sheets
ASSETS
January 31, July 31,
2006 2005
------------ ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 4,183,810 $ 5,564,259
Accounts receivable 8,145 44,347
Inventory 25,615 27,244
Prepai expenses and other current assets 226,442 228,097
Note receivable (Note 6) -0- 266,667
------------ ------------
Total current assets 4,444,012 6,130,614
Property and equipment, net 220,618 230,847
Investments, net 863,674 767,637
Intellectual property, net (Note 2) 3,760,627 3,878,969
------------ ------------
Total assets $ 9,288,931 $ 11,008,067
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 170,519 $ 153,408
Accrued compensation and other liabilities 40,408 278,682
Deferred revenue (Note 3) 72,000 65,000
------------ ------------
Total current liabilities 282,927 497,090
Long-term liabilities:
Deferred compensation 877,698 842,637
------------ ------------
Total liabilities 1,160,625 1,339,727
------------ ------------
Commitments and Contingencies
Shareholders' equity (Notes 5)
Common stock, no par value; 12,000,000 shares
authorized; 9,971,210
and 9,961,210 shares, issued and outstanding,
respectively 12,878,020 12,863,020
Contributed capital 486,099 483,549
Accumulated deficit (4,962,212) (3,404,629)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 8,128,307 9,668,340
------------ ------------
Total liabilities and shareholders' equity $ 9,288,932 $ 11,008,067
============ ============
See accompanying notes to unaudited financial statements.
3
Accelr8 Technology Corporation
Statements of Operations
For the Three months and Six months ended January 31, 2006 and 2005
(Unaudited)
3 Months Ended January 31 6 Months Ended January 31
------------------------- -------------------------
2006 2005 2006 2005
---- ---- ---- ----
Revenues:
OptiChem Revenues $ 40,490 $ 89,196 $ 84,878 $ 110,005
Technical Consulting 15,000 90,000 30,000 90,000
Option Fees -0- 12,750 -0- 12,750
License Fees -0- 50,000 27,000 50,000
----------- ----------- ----------- -----------
Total Revenues 55,490 241,946 141,878 262,755
----------- ----------- ----------- -----------
Costs and expenses:
Research and development 568,139 233,542 1,141,050 436,545
General and administrative 234,176 236,653 446,427 497,707
Amortization (Note 2) 59,170 58,823 118,341 117,522
Marketing and sales 9,432 11,426 37,911 22,175
Depreciation 19,992 28,258 39,023 43,664
Cost of sales 14,307 32,771 28,199 42,386
----------- ----------- ----------- -----------
Total costs and expenses 905,216 601,473 1,810,951 1,159,999
----------- ----------- ----------- -----------
Loss from operations (849,726) (359,527) (1,669,073) (897,244)
----------- ----------- ----------- -----------
Other income:
Interest and dividend income 46,341 34,785 93,713 63,551
Unrealized gain on investments 17,840 5,364 9,777 4,661
Gain on sale of investments -0- 4,710 -0- 4,710
Other income -0- -0- 8,000 -0-
----------- ----------- ----------- -----------
Total other income 64,181 44,859 111,490 72,922
----------- ----------- ----------- -----------
Loss from operations $ (785,545) $ (314,668) $(1,557,583) $ (824,322)
=========== =========== =========== ===========
Net loss per share:
Basic and diluted net loss per share $ (.08) $ (.03) $ (.15) $ (.08)
=========== =========== =========== ===========
Weighted average shares outstanding 9,971,210 9,961,210 9,971,210 9,961,210
=========== =========== =========== ===========
See accompanying notes to unaudited financial statements.
4
Accelr8 Technology Corporation
Statements Of Cash Flows
For the Six months Ended January 31, 2006 and 2005
(Unaudited)
2006 2005
----------- ------------
Cash flows from operating activities:
Net loss from continuing operations $(1,557,583) $ (824,322)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 39,023 43,664
Amortization 118,341 117,522
Increase in fair value of stock options
Granted for services 2,550 -0-
Unrealized holding (gain) loss on investments (21,037) (4,661)
Realized (gain) on sale of investments, interest -0- (6,823)
and dividend reinvested
(Increase) decrease in assets:
Accounts receivable 36,202 9,397
Inventory 1,629 (2,512)
Prepaid expense and other 1,655 (49,982)
Increase (decrease) in liabilities:
Accounts payable 17,111 (22,189)
Accrued liabilities (238,274) 36,993
Deferred revenue 7,000 5,000
Deferred compensation 35,061 48,984
----------- -----------
Net cash used in operating activities (1,558,332) (648,929)
----------- -----------
Cash flows from investing activities:
Receipt of note payment 266,667 -0-
Issuance of Common Stock 15,000 -0-
Purchases of equipment (28,794) (28,321)
Cost of obtaining patents and trademarks -0- (21,192)
Contribution to deferred compensation trust (75,000) (75,000)
----------- -----------
Net cash provided by (used in) investing activities 177,873 (124,513)
----------- -----------
Cash used by discontinued operations -0- (35,925)
----------- -----------
Decrease in cash (1,380,449) (809,367)
Beginning balance 5,564,259 7,233,430
----------- -----------
Ending balance $ 4,183,810 $ 6,424,063
=========== ===========
See accompanying notes to unaudited financial statements.
5
Accelr8 Technology Corporation
Notes to Financial Statements
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, 2005,
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 and six months ended January 31, 2006 may not be indicative of the
results of operations for the year ended July 31, 2006.
Note 2. Intellectual Property
Intellectual property consisted of the following:
January 31, 2006 July 31, 2005
---------------- -------------
OptiChem Technologies $ 4,454,538 $ 4,454,538
Patents 223,991 223,991
Trademarks 49,018 49,019
----------- -----------
Total intellectual property 4,727,547 4,727,548
Accumulated amortization (966,920) (848,579)
----------- -----------
Net intellectual property $ 3,760,627 $ 3,878,969
=========== ===========
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 $118,341 and $117,522 respectively, for
the six months ended January 31, 2006 and 2005.
6
Accelr8 Technology Corporation
Notes to Financial Statements
Note 2, continued:
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 3. Deferred Revenue
The deferred revenue amount of $72,000 is composed of prepaid royalty fees of
$50,000 included in the "License Agreement" with SCHOTT and $22,000 related to
the Promega agreement. See Note 4.
Note 4. License and Supply Agreements
SCHOTT Slide "H" Agreement
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 "Slide "H" Supply Agreement") with SCHOTT for OptiChem coated
amine-reactive slides manufactured by the Company.
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. (See Note
3) An additional $15,000 has been recorded for training supplied to SCHOTT.
During the 2-year term of the License Agreement, SCHOTT agreed to pay the
Company 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 Slide "H" Supply Agreement, the Company supplied 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 included an option to SCHOTT until December 31, 2005 to negotiate
an exclusive license for the application of OptiChem coatings on multi-well
microtiter plates. In return, SCHOTT provided 7,500 glass substrates to the
Company at no charge. The option is valued at $12,750 and has been recorded as
option fees. The supply agreement
7
Accelr8 Technology Corporation
Notes to Financial Statements
was amended on April 25, 2005 to include the purchase of an additional 5,000
slides through July 15, 2005 under the same terms as the Slide "H" Supply
Agreement.
SCHOTT, Slide "HS" Agreement
On June 2, 2005, the Company and SCHOTT entered into a second supply agreement
(the "HS" Supply Agreement") for an additional formula of OptiChem (Slide "HS").
Pursuant to the "HS" Supply Agreement, the Company will supply a minimum of
5,000 OptiChem 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. This "HS" Supply Agreement expired on December
31, 2005. The Company also granted an option for SCHOTT to receive a
non-exclusive right to manufacture and sell, up to 12,500 glass slides, from
January 1, 2006 to December 31, 2006. SCHOTT exercised this right, and will pay
the Company $15,000 for training on the manufacturing of Slide "HS". In
addition, for this right, SCHOTT provided 7,500 glass substrates to the Company
at no charge. The slides are valued at $12,750 and that amount was been recorded
as option fees.
The Company also granted SCHOTT 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 and
complete the agreement by December 31, 2005. On September 27, 2005, SCHOTT
provided written notification, in accordance with the "HS" Supply Agreement,
that it intends to exercise its exclusive right for the manufacturing of
worldwide sales of Slide "HS" coatings on microarraying slides. However, the
Company and SCHOTT did not enter into a definitive agreement as of December 31,
2005 nor as of the date of this quarterly report and there can be no assurance
that the Company and SCHOTT will enter into a definitive agreement for the
exclusive right for the manufacturing and worldwide sales of Slide "HS" although
negotiations are continuing.
Feasibility Testing Agreement
Effective October 5, 2005, the Company and Promega Corporation ("Promega")
entered into a Feasibility Testing Agreement (the "Agreement"). Pursuant to the
Agreement, the Company will focus on the development of a customized coating for
a glass slide for a product owned by Promega. The Agreement requires that the
feasibility testing be divided into two phases. Promega will pay the Company
$49,000 in return for Accelr8's performance under the Agreement. If Promega
determines that Phase 1 is not successfully completed, the Company will return
$22,000 to Promega and the Company will have no further obligation under the
Agreement. During the quarter ended January 31, 2006, the Company successfully
completed Phase 1 of the Agreement but as of the date of this quarterly report,
Phase 2 of the Agreement has not been completed.
Note 5. Employee Stock Based Compensation
Common Stock Options.
At January 31, 2006, there were 1,007,500 stock options outstanding at prices
ranging from $1.45 to $3.20 with expiration dates between May 6, 2006 and March
16, 2015. For the six months ended January 31, 2006 and 2005, stock options
exercisable into 1,007,500 and 692,500 shares of common stock, respectively,
were not included in the computation of diluted earnings per share because their
effect was antidilutive.
Accelr8 Technology Corporation
Notes to Financial Statements
Contingent Options
On July 12, 2003, the Company issued 50,000 options at an exercise price of
$2.25 each, to purchase all rights in technology known as YoDx which will be
integrated into the Company's existing technology. In connection with the
purchase of the YoDx technology, the Company agreed to issue an additional
200,000 stock options with the same terms upon the earlier of (a) the Company
achieving certain accumulated revenue levels associated with the YoDx(TM)
technology, as defined in the agreement, or (b) a change in control of the
Company prior to the expiration date of the options. As of January 31, 2006, the
contingent provisions have not been met and the options have not been granted.
The Company has reserved a sufficient number of shares for such options.
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.
Six Months Ended
January 31,
2006 2005
-----------------------------
Net loss - as reported $(1,557,583) $ (824,322)
Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards (13,479) (1,025)
----------- -----------
Pro forma net loss $(1,571,062) $ (825,347)
=========== ===========
Earnings per share:
Basic and diluted - as reported $ (.15) $ (.08)
=========== ===========
Basic and diluted - pro forma $ (.15) $ (.08)
=========== ===========
9
Accelr8 Technology Corporation
Notes to Financial Statements
In December 2004, the FASB issued 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
no longer will be an alternative to financial statement recognition. For the
Company, SFAS 123R is effective for periods beginning after December 15, 2005.
We adopted SFAS 123R on February 1, 2006 using the modified prospective
application method described in the statement. 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.
Note 6. 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 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 agreements. The balance of the note payable was paid
during the six months ended January 31, 2006.
10
Accelr8 Technology Corporation
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 BACcelr8r,
the Company will have sufficient capital to complete the development of the
BACcelr8r, 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
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, 2005, could affect the Company's actual results and
cause actual results to differ materially from those discussed in
forward-looking statements.
11
Accelr8 Technology Corporation
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. The OptiChem activated surface 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.
In November 2004, Accelr8 signed an exclusive two year manufacturing and
marketing license (with an additional one-year option) with SCHOTT Jenaer Glas
GmbH of Jena, Germany (SCHOTT). SCHOTT is the second largest specialty glass
manufacturer in the world and the partner company of Carl Zeiss (CZMWF.PK), the
makers of advanced optics, microscopes, and laboratory instrumentation. Under
the license, SCHOTT manufactures and markets microarraying slides using
OptiChem(R) coatings. In 2002, SCHOTT formed a division (Nexterion) to enter the
microarray market. SCHOTT licensed Accelr8's chemistry to put on its advanced
glass slides, which are currently sold to research laboratories. The license
includes the global right to manufacture and sell standard microarray slides
using one particular type of OptiChem(R) coating (Slide "H"). This slide is used
in research that uses protein or deoxyribonucleic acid (DNA) microarrays.
In June 2005, Accelr8 signed a second supply agreement with SCHOTT for a
different type of OptiChem(R) coated microarraying slide (Slide "HS"). Accelr8
had been manufacturing the slides for SCHOTT since October 2004. Under the new
agreement, Accelr8 extended production through December 2005. SCHOTT also had
the right during 2005 to enter into negotiations for an exclusive manufacturing
and distribution license, similar to the Slide "H" agreement signed November 4,
2004. On September 27, 2005, SCHOTT provided written notification to the Amended
Supply Agreement that it intends to exercise its exclusive right to negotiate an
exclusive license for the application of the Company's second OptiChem(R) coated
microarraying slides. However, the Company and SCHOTT did not enter into a
definitive agreement as of December 31, 2005 nor as of the date of this
quarterly report and there can be no assurance that the Company and SCHOTT will
enter into a definitive agreement for the exclusive right for the manufacturing
and worldwide sales of Slide "HS" although negotiations continue.
12
Accelr8 Technology Corporation
In January 2004, Accelr8 commenced development of the BACcelr8r, a rapid
bacterial identification and antibiotic resistance detection platform.
The BACcelr8r is an innovative system designed to analyze bacteria in
life-threatening infections, with the objective of providing the physician with
species identity, bacterial counts, and specific antibiotic resistance by direct
bacterial extraction from patient specimens and direct single-cell analysis
without culturing. Culturing requires many hours or days of bacterial growth in
order to isolate bacterial strains and test them. Therefore, in the absence of
specific guidance, the physician uses a "blind" empiric regimen, treating
patients with a combination therapy of broad-spectrum drugs that are believed to
have the best chance to arrest disease progression. Antibiotic resistance has
become widespread and complex, causing failure of the initial empiric treatment
in approximately 20% to 40% of cases in most hospitals. Altering the antibiotics
after receiving culture results typically happens too late to improve outcomes
in most cases. Because of this situation, the physician needs a new diagnostic
method that yields specific antibiotic guidance in less than approximately eight
hours. Management believes that current products and methods are not able to
meet this need.
Accelr8's believes that its proprietary Quantum Microbiology(TM) strategy
eliminates these long growth cycles, allowing species identification and
counting within two hours and antibiotic resistance testing within eight hours.
Conventional culturing typically requires two to three days before providing
results. Bacterial infection is still one of the top 10 causes of adult
mortality in the U.S. and developed countries. Rapid emergence and the global
spread of antibiotic resistance, combined with a dramatic decline in the rate of
new antibiotic development, has led to a crisis in treating serious infections.
Delay in starting effective therapy increases morbidity and mortality from such
infections. Widespread and evolving drug resistance increases the failure rate
of initial treatment. Therefore, the Company has identified rapid analysis as
the most promising and practical route to improving medical outcomes in
critically ill patients who have a serious infection. We intend to initially
target hospital acquired infections for the BACcelr8r(TM) rapid analytical
system; specifically, ventilator-associated pneumonia (VAP) acquired in hospital
intensive care units (ICUs). VAP is the leading infectious cause of death in the
ICU, affecting approximately 250,000 people annually and causing up to 60,000
deaths per year. Accelr8 seeks to penetrate this large market segment, with the
eventual goal of licensing its technology to market leaders in the diagnostic
space. 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 ICU days ahead of
present norms (typically 6 to 10 extra days for pneumonia). We believe that this
reduction in ICU costs, estimated at $3,000 to 4,000 per day, should also
significantly reduce un-reimbursed hospital costs, improving the bottom line of
an operating hospital budget.
Accelr8 believes that it is the only Company, based on discussions with experts
in critical care medicine and clinical microbiology, that is involved in rapidly
identifying bacterial phenotype by measuring the responses of live bacteria.
13
Accelr8 Technology Corporation
Furthermore, the Company has not become aware of any other development program
that intends to enable the choice of the fastest and most complete-killing drug.
Future indirect competition against the Company's BACcelr8r(TM) Rapid Analytical
System may come in the form of gene analysis, but the Company believes that this
will focus primarily on species identification, rather than for antibiotic
resistance testing. (An exception is a very small number of specific indicator
genes, such as one responsible for methicillin resistant staphylococcus aureus
(MRSA), a prevalent kind of drug-resistant "staph.") The Company's scientists,
in agreement with experts in clinical microbiology, do not believe that a
reasonably complete analysis of antibiotic susceptibility of the form required
in managing nosocomial infections is feasible using genetic analyses. Further,
we believe that neither the basic biology (rapid mutation and spread, variable
expression levels that require quantitative analysis) nor the technology (very
low capacity for gene variants) supports this type of analytical strategy.
In fiscal 2006 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.
During the most recent quarter ending January 31, 2006, we devoted substantially
all of our internal resources to testing of an 8-channel cassette, that is the
test bed for Version 0.1 of the BACcelr8r prototype. Our in-house scientists
directed our various outside engineering consultants in further development of
instrument software, image analysis software for conversion of digitized photos
of bacteria to analytical data and cassette design for AST (Antibiotic
Susceptibility Testing). We also continued cassette design for Version 0.4
BACcelr8r. In addition we have commenced custom antibody development for rapid
bacterial identification and count by purchasing under contract, custom
antibodies from two outside vendors.
Current design concepts anticipate a 64-channel disposable cassette. We believe
that the Version 0.4 prototype will enable simultaneous testing of four separate
64-channel cassettes, each cassette analyzing a different sample. Version 0.4
contemplates increased throughput for bacterial identification and count while
offering antibiotic resistance testing. The Company believes that the
development of Version 0.4 to continue at least through calendar year 2006.
Changes in Results of Operations: three months ended January 31, 2006 compared
to three months ended January 31, 2005.
During the three months ended January 31, 2006, OptiChem revenues were $40,490
as compared to $89,196 during the three month period ended January 31, 2005, a
decrease of $48,706 or 54.6%. The decrease was due to a completion of OptiChem
slide production for SCHOTT under the "H" Supply Agreement that occurred during
the quarter ended January 31, 2005 and was not present during the quarter ended
January 31, 2006.
14
Accelr8 Technology Corporation
Technical consulting fees during the three-month period ended January 31, 2006
were $15,000 as compared to $90,000 during the three-month period ended January
31, 2005. Technical consulting fees during the quarter ended January 31, 2005
were the result of training provided to SCHOTT for the manufacture of Slide "H"
that were not present during the quarter ended January 31, 2006.
There were no option or license fees during the three months ended January 31,
2006. The option fee for the three months ended January 31, 2005 was the value
of slides provided by SCHOTT as consideration for the right to apply OptiChem to
microtiter plates. The license fees during the three months ended January 31,
2005 were the result of a license agreement with SCHOTT to produce and sell the
Company's technology that was not present during the quarter ended January 31,
2006.
Research and development expenses for the three months ended January 31, 2006
were $568,139 as compared to $233,433 during the three months ended January 31,
2005, an increase of $334,597 or 143.3%. This increase was primarily due to
increased consulting/engineering fees and direct supply costs related to the
development of the BACcelr8r.
During the three months ended January 31, 2006, general and administration
expenses were $234,176 as compared to $236,653 during the three month period
ended January 31, 2005, a decrease of $2,477 or 1.0%. The decrease was primarily
due to decreases in consulting fees, salaries and deferred compensation expense.
The increase in amortization was negligible for the three months ended January
31, 2006 as compared to the three month period ended January 31, 2005.
Marketing and sales expenses for the three months ended January 31, 2006 were
$9,432 as compared to $11,426 during the three months ended January 31, 2005, a
decrease of $1,994 or 17.5%. The decrease was primarily due to the replacement
of a full time employee by an outside contractor.
Costs of good sold during the three months ended January 31, 2006 were $14,307
as compared to $32,771 during the three months ended January 31, 2005, a
decrease of $18,494 or 56.3%. The decrease in costs of good sold was primarily
the result of a significant reduction in the sales of slides, which as noted
above, decreased by 54.6%.
15
Accelr8 Technology Corporation
As a result of the above factors, loss from operations for the three months
ended January 31, 2006 was $849,726 as compared to a loss of $359,527 during the
three months ended January 31, 2005, an increased loss of $490,199 or 136.3%.
Interest and dividend income during the three months ended January 31, 2006 was
$46,341 as compared to $34,785 during the three months ended January 31, 2005,
an increase of $11,556 or 33.2%. Interest income increased as a result of
increased interest rates on the amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the three months ended January 31, 2006 was $17,840 as compared to
$5,364 for the three months ended January 31, 2005, a decrease of $12,476 or
232.6%. The change was the result of market fluctuations in the price of
marketable securities held in the deferred compensation trust.
As a result of these factors, net loss for the three months ended January 31,
2006 was $785,545 as compared to $314,668 during the three months ended January
31, 2005, an increased loss of $470,877 or 149.6%.
Changes in Results of Operations: six months ended January 31, 2006 compared to
six months ended January 31, 2005.
During the six months ended January 31, 2006, OptiChem revenues were $84,878 as
compared to $110,005 during the six month period ended January 31, 2005, a
decrease of $25,127 or 22.8%. The decrease was due to a completion of OptiChem
slide production for SCHOTT under the "H" Supply Agreement that was completed
during the quarter ended January 31, 2005 and was not present during the quarter
ended January 31, 2006.
Technical consulting fees during the six-month period ended January 31, 2006
were $30,000 as compared to $90,000 during the six-month period ended January
31, 2005, a decrease of $60,000 or $66.7%. Technical consulting fees during the
quarter ended January 31, 2005 were the result of the completion of training
provided to SCHOTT for the manufacture of Slide "H" that was not present during
the quarter ended January 31, 2006.
Option fees during the six months ended January 31, 2006 were $0 as compared to
$12,750 during the six months ended January 31, 2005. The option fee for the six
months ended January 31, 2005 was the value of slides provided by SCHOTT as
option agreement consideration that were not present during the quarter ended
January 31, 2006.
License fees during the six months ended January 31, 2006 were $27,000 as
compared to $50,000 during the six months ended January 31, 2005, a decrease of
$23,000 or 46%. The license fees during the six months ended January 31, 2005
were the result of a license agreement with SCHOTT to produce and sell the
Company's technology that was not present during the quarter ended January 31,
2006.
16
Accelr8 Technology Corporation
Research and development expenses for the six months ended January 31, 2006 were
$1,141,050 as compared to $436,545 during the six months ended January 31, 2005,
an increase of $704,505 or 161.4%. This increase was primarily due to increased
consulting/engineering fees and direct supply costs related to the development
of the BACcelr8r.
During the six months ended January 31, 2006, general and administration
expenses were $446,427 as compared to $497,707 during the six month period ended
January 31, 2005, a decrease of $51,280 or 10.3%. The decrease was primarily due
to decreases in salaries, deferred compensation and significant cost savings in
public relations.
The increase in amortization was negligible for the six months ended January 31,
2006 as compared to the six month period ended January 31, 2005.
Marketing and sales expenses for the six months ended January 31, 2006 were
$37,911 as compared to $22,175 during the six months ended January 31, 2005, an
increase of $15,736 or 71.0%. This increase was primarily due to an increase in
expense to an outside firm for a market research report.
Cost of goods sold during the six months ended January 31, 2006 were $28,199 as
compared to $42,386 during the six months ended January 31, 2005, a decrease of
$14,187 or 33.5%. The decrease in cost of goods sold was primarily the result of
the corresponding decrease in sales as was noted above.
As a result of the above factors, loss from operations for the six months ended
January 31, 2006 was $1,669,073 as compared to a loss of $897,244 during the six
months ended January 31, 2005, an increased loss of $771,829 or 86%.
Interest and dividend income during the six months ended January 31, 2006 was
$93,713 as compared to $63,551 during the six months ended January 31, 2005, an
increase of $30,162 or 47.5%. Interest income increased as a result of increased
interest rates on the amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the six months ended January 31, 2006 was $9,777 as compared to $4,661
for the six months ended January 31, 2005, a difference of $5,116 or 109.8%. The
change was the result of market fluctuations in the price of marketable
securities held in the deferred compensation trust.
As a result of these factors, net loss for the six months ended January 31, 2006
was $1,557,583 as compared to $824,322 during the six months ended January 31,
2005, an increased loss of $733,261 or 89%.
17
Accelr8 Technology Corporation
Capital Resources and Liquidity
At January 31, 2006, as compared to July 31, 2005, cash and cash equivalents,
decreased by $1,380,449 from $5,564,259 to $4,183,810, or approximately 24.8%
and the Company's working capital decreased $1,458,930 or 25.9% from $5,633,524
to $4,174,594. During the same period, shareholders' equity decreased from
$9,668,340 to $8,128,307.
The net cash used in operating activities was $1,558,332, in the six months
ended January 31, 2006 compared to cash used in operating activities of $648,929
in the six months ended January 31, 2005. The principal elements that gave rise
to the increase of cash used were an increase in the net loss of $733,261, a
decrease in accrued liabilities of $238,274. Cash flows provided by investing
activities was $177,873 during the six months ended January 31, 2006 as compared
to cash used in investing activities of $124,513 during the six months ended
January 31, 2005. The increase in cash flows from investing activities was
primarily the result of the payment of the promissory note from the sale of the
tools for legacy-code modernization and the resale of third-party software to
Transoft Group Ltd. during the six months ended January 31, 2006.
The Company has historically funded its operations generally through cash flow
generated from operations and equity financing. Management believes that current
cash balances plus cash flow from operations will be sufficient to fund our
capital and liquidity needs for at least the next twelve months. If the company
continues to expend its capital resources at the current rate in the research
and development of the BACcelr8r, it may have to seek capital resources from
other sources to meet its obligations in the future.
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 January 31, 2006. 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 January 31, 2006.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
Not Applicable.
18
Accelr8 Technology Corporation
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 January 3, 2006 Announcing Resignation of and
Appointment of a new Principal Accounting Officer
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: March 13, 2006 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
-------------------------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and
Chief Financial Officer
/s/ Marisa J. Baldwin
-------------------------------------
Marisa J. Baldwin, Principal
Accounting Officer
19