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, 2007
[ ] 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 5, 2007
----- ---------------------------
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 as of 3
April 30, 2007 (unaudited) and July 31, 2006
Condensed Statements of Operations 4
for the three months and nine months ended April 30, 2007
and 2006 (unaudited)
Condensed Statements of Cash Flows 5
for the nine months ended April 30, 2007
and 2006 (unaudited)
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis 10
of Operations
Item 3. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
CERTIFICATION OF OFFICERS 21
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
April 30 July 31,
2007 2006
------------ ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,801,249 $ 3,004,336
Accounts receivable 17,005 10,852
Inventory 29,130 25,887
Prepaid expenses and other current assets 35,380 43,100
------------ ------------
Total current assets 1,882,764 3,084,175
Property and equipment, net 125,201 180,347
Investments, net 1,030,326 871,415
Intellectual property, net (Note 3) 3,532,149 3,712,286
Total assets $ 6,570,440 $ 7,848,223
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 69,035 $ 71,570
Accrued compensation and other liabilities 53,606 31,389
Deferred revenue (Note 4) 65,588 59,529
------------ ------------
Total current liabilities 188,229 162,488
Long-term liabilities:
Deferred compensation 1,086,576 946,415
------------ ------------
Total liabilities 1,274,805 1,108,903
Commitments and Contingencies
Shareholders' equity
Common stock, no par value; 14,000,000 and 12,000,000 shares
authorized, respectively; 9,971,210 shares issued and outstanding 12,878,020 12,878,020
Contributed capital 598,690 570,150
Accumulated (deficit) (7,907,475) (6,435,250)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity $ 5,295,635 $ 6,739,320
------------ ------------
Total liabilities and shareholders' equity $ 6,570,440 $ 7,848,223
============ ============
See accompanying notes to unaudited condensed financial statements.
3
Accelr8 Technology Corporation
Condensed Statements of Operations
For the three months and nine months ended April 30, 2007 and 2006
(Unaudited)
3 Months Ended April 30 9 Months Ended April 30
-------------------------- --------------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues:
OptiChem Revenues $ 22,687 $ 19,800 $ 77,805 $ 104,678
Technical Consulting -- -- 22,000 30,000
Option Fees -- -- 14,250 --
License Fees -- -- 50,000 27,000
----------- ----------- ----------- -----------
Total Revenues 22,687 19,800 164,055 161,678
----------- ----------- ----------- -----------
Costs and expenses:
Research and development 247,524 490,004 813,864 1,632,079
General and administrative 211,007 253,467 730,179 699,893
Amortization (Note 3) 60,046 59,171 180,137 177,512
Marketing and sales 2,190 36,340 5,788 74,250
Depreciation 18,382 20,136 55,146 59,159
Cost of Sales -- OptiChem 4,035 4,818 14,761 33,017
----------- ----------- ----------- -----------
Total costs and expenses 543,184 863,936 1,799,875 2,675,910
----------- ----------- ----------- -----------
Loss from operations (520,497) (844,136) (1,635,820) (2,514,232)
----------- ----------- ----------- -----------
Other income:
Interest and dividend income 26,130 43,528 89,750 137,241
Unrealized gain (loss) on investments 15,788 11,412 71,802 21,190
Other income 2,042 331 2,042 8,331
----------- ----------- ----------- -----------
Total other income 43,960 55,271 163,594 166,762
----------- ----------- ----------- -----------
Net Loss $ (476,537) $ (788,865) $(1,472,226) $(2,347,470)
=========== =========== =========== ===========
Net loss per share:
Basic and diluted net loss per share $ (0.05) $ (0.08) $ (0.15) $ (0.24)
=========== =========== =========== ===========
Weighted average shares outstanding 9,971,210 9,971,210 9,971,210 9,971,210
=========== =========== =========== ===========
See accompanying notes to unaudited condensed financial statements.
4
Accelr8 Technology Corporation
Condensed Statements of Cash Flows
For the Nine months Ended April 30, 2007 and 2006
(Unaudited)
2007 2006
---------- ----------
Cash flows from operating activities:
Net (loss) (1,472,226) (2,347,470)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 55,146 59,159
Amortization 180,137 177,512
Fair value of stock options
granted for services 28,540 17,365
Unrealized holding (gain) loss on investments (71,802) (21,190)
Realized (gain) on sale of investments, interest and
dividend reinvested (12,109) (18,547)
(Increase) decrease in assets:
Accounts receivable (6,153) 39,647
Inventory (3,243) 2,210
Prepaid expense and other 7,721 (5,021)
Increase (decrease) in liabilities:
Accounts payable (2,535) (122,814)
Accrued liabilities 22,217 (109,160)
Deferred revenue 6,059 7,000
Deferred compensation 140,161 95,987
---------- ----------
Net cash (used in) operating activities (1,128,087) (2,225,322)
---------- ----------
Cash flows from investing activities:
Purchases of equipment (28,794)
Purchase of investments (75,000) (75,000)
---------- ----------
Net cash (used in) investing activities (75,000) (103,794)
---------- ----------
Cash flows from financing activities:
Receipt of Note Payment 266,667
Issuance of Common Stock 15,000
---------- ----------
Net cash (used in) financing activities -- 281,667
---------- ----------
Net (decrease) increase in cash and cash equivalents (1,203,087) (2,047,449)
Beginning of period balance 3,004,336 5,564,259
---------- ----------
Ending of period balance 1,801,249 3,516,810
========== ==========
See accompanying notes to unaudited condensed financial statements.
5
Accelr8 Technology Corporation
Notes to Financial Statements
April 30, 2007
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, 2006,
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 nine months ended April 30, 2007 may not be indicative of the results
of operations for the year ending July 31, 2007.
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.
6
Accelr8 Technology Corporation
Notes to Financial Statements
April 30, 2007
Estimated Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at April 30, 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:
April 30, 2007 July 31, 2006
-------------- -------------
OptiChem Technologies 4,454,538 $ 4,454,538
Patents 293,991 293,991
Trademarks 49,019 49,019
----------- -----------
Total intellectual property 4,797,548 4,797,548
Accumulated amortization (1,265,399) (1,085,262)
----------- -----------
Net intellectual property $ 3,532,149 $ 3,712,286
=========== ===========
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 $60,046 and $180,137 respectively, for
the three and nine months ended April 30, 2007.
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. License and Supply Agreements
-------------------------------------
On November 24, 2004, the Company entered into a worldwide exclusive
manufacturing and marketing license agreement (the OLicense AgreementO) with
SCHOTT Jenaer Glas GmbH (OSCHOTTO) for slide H.
Pursuant to the License Agreement, SCHOTT paid the Company a non-refundable fee
of $100,000, on December 20, 2004, of which $50,000 was credited against future
royalties. During the 2-year term of the License Agreement, SCHOTT agreed to pay
7
Accelr8 Technology Corporation
Notes to Financial Statements
April 30, 2007
the Company a royalty payment equal to 6% of net sales of products licensed
under the License Agreement. For the nine-month period ending April 30, 2007,
$13,744 of Slide H royalties were realized from the initial License Agreement
with SCHOTT. As of April 30, 2007, deferred revenue remaining from the original
Schott royalty payment (Slide H) was $15,588. An optional 1-year "non-exclusive"
license extension to market and manufacture Slide H was exercised by SCHOTT on
September 27, 2006 for the period November 24, 2006 through November 23, 2007.
The Company also granted an option to SCHOTT for a non-exclusive right to
manufacture and sell, up to 12,500 OptiChem coated (Streptavidin) glass slides
(Slide HS), from January 1, 2006 to December 31, 2006. SCHOTT exercised this
right and paid the Company $15,000 on January 27, 2005 for training on
manufacturing of Slide HS.
Pursuant to this contract, $9,659 of royalties were billed January 11, 2007 and
received February 27, 2007, for the non exclusive sales and manufacturing
agreement for 2006 between SCHOTT and the Company for slide HS.
On December 29, 2006, the Company and SCHOTT entered into a non-exclusive
license agreement for Slide HS for the time period of January 1, 2007 through
December 31, 2008. Under this agreement SCHOTT agreed to pay the Company a
non-refundable payment of $100,000; $50,000 for license fee and $50,000 for
prepayment of royalties. During the 2-year term of the License Agreement, SCHOTT
agreed to pay the Company a royalty payment equal to 8% of the net sales of
products licensed under the License Agreement. The payment of $100,000 was
received February 15, 2007. Also, SCHOTT agreed to provide 7,500 glass
substrates to the Company at no charge. The slides are valued at $14,250 and
that amount has been recorded as option fees. As of April 30, 2007 the accounts
receivable reflect $11,400 for 6,000 glass substrates yet to be received from
SCHOTT.
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 focused on the development of a customized coating for a
glass slide for a product owned by Promega. The Agreement required that the
feasibility testing be divided into two phases. On October 21, 2005, Promega
paid the Company $49,000 in return for the Company's performance under the
Agreement. During fiscal year ended July 31, 2006, Phase I was completed and the
Company recognized $27,000 in technology consulting fees. On September 12, 2006,
Promega and the Company determined that Phase II was successfully completed and
the Company recognized technology consulting fees of $22,000 for the quarter
ending October 31, 2006. The Company has no further obligation under the
Agreement. The Company granted an extended license exercise period to Promega to
purchase a fully paid license for OptiChem through April 30, 2007. Promega did
not exercise this option and it has expired.
8
Accelr8 Technology Corporation
Notes to Financial Statements
April 30, 2007
Note 5. Employee Stock Based Compensation
-----------------------------------------
Common Stock Options At April 30, 2007, there were 1,002,500 stock options
outstanding at prices ranging from $1.45 to $3.20 with expiration dates between
May 6, 2007 and March 16, 2015. For the nine months ended April 30, 2007 and
2006, stock options exercisable into 1,002,500 and 1,009,500 shares of common
stock, respectively, were not included in the computation of diluted earnings
per share because their effect was antidilutive.
Until January 31, 2006, the Company accounted for stock based compensation to
employees and directors using the intrinsic value method in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. The Company accounted for stock
based compensation to non-employees in accordance with SFAS No. 123, "Accounting
for Stock Based Compensation", as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure--an amendment to FASB No.
123."
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, 2006
--------------
Net loss - as reported $(2,347,470)
Deduct: Total stock-based compensation expense
determined under fair value based method for all awards (13,479)
-----------
Pro forma net loss $(2,360,949)
===========
Earnings per share:
Basic and diluted - as reported $ (.24)
===========
Basic and diluted - pro forma $ (.24)
===========
Beginning February 1, 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 effective date will be recognized as
compensation expense as the requisite service is rendered after the required
effective date.
9
Accelr8 Technology Corporation
Notes to Financial Statements
April 30, 2007
The fair value of options granted under the stock option agreements and
stock-based compensation plans discussed above are estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions used for grants: no dividend yield; risk free interest rate of 5.0%;
expected life of 3-4 years; and expected volatility of 51%. For the quarter
ended April 30, 2007, there were no new option grants. The weighted average
remaining contractual life of options outstanding at April 30, 2007 was 4.21
years.
Beginning with the Company's quarterly period that began on February 1,
2006, the Company adopted the provisions of SFAS No. 123R and is required to
expense the fair value of employee stock options and similar awards in the
financial statements. For the three month period ended April 30, 2006 the
Company recognized $14,815 in stock based compensation costs related to the
issuance of stock options to employees. For the three-month and nine month
periods ended April 30, 2007, the Company recognized $6,977 and $28,539,
respectively, in stock based compensation costs related to the issuance of stock
options to employees. As of April 30, 2007, the total unrecognized share-based
compensation cost related to unvested stock options was approximately $21,000.
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
than 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
10
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 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 SEC including its 10-KSB for the year ended July 31,
2006, 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, integrated system for
rapid identification of bacteria and the determination of their antibiotic
resistance in critically ill patients. Our business strategy is to penetrate a
large market segment, develop profitable sales growth, and demonstrate the value
of our technology in the broad market for biomedical products with the intent of
licensing our proprietary technology to market leaders.
We are developing the BACcelr8r(TM), a rapid pathogen analyzer, by integrating
our proprietary technologies into an automated system. Proprietary technologies
include OptiChem(R) surface coatings and assay processing methods. We have
received patents or we have patent applications pending for the major technology
components and systems.
The BACcelr8r project began with a number of innovative analytical biological
concepts that had no direct precedent, even though based on familiar
microbiological principles. However, these accepted principles had only been
applied to cultures that contain hundreds of millions of bacteria descended from
single organisms hand-selected as colonies grown from a patient specimen.
The BACcelr8r is based on a simple transformation of standard 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.
11
Our first laboratory BACcelr8r research model, Version 0.1, is used in our own
internal research to investigate and characterize the biological principles that
we believe confer advantages upon our analytical methods. We also developed
functional specifications and product requirements for the first clinical
version of the BACcelr8r. During development, we identified a product version
that we believe will shorten the path to market. We call this system the
"BACcel(TM)-1.0."
We plan the BACcel-1.0 to provide the same rapid (2-hour) bacterial quantitation
and identification functions as the clinical BACcelr8r. However, we plan to
augment the first reported identification with additional strain identification
according to major antibiotic resistance categories. The purpose of this version
is to narrow the drug choices for empiric therapy.
For example, the first report might state that some quantity of "Staph" is
present. The second report might then state that all of the Staph fall into a
major antibiotic resistance group known as "MRSA" (methicillin resistant Staph
aureus sometimes referred to as "superbugs" in news reports). However the
BACcel-1.0 would not report specific antibiotic resistance and susceptibility as
would happen with the clinical BACcelr8r. Instead it would report the numbers of
organisms that fall within major groups that are typically the most difficult to
treat, and thus narrow the initial empiric therapy options to help improve the
chances of initial success. The Company believes that with this information, the
physician can rule out drugs that are likely to fail. The purpose is to indicate
which drugs not to use for initial therapy.
We plan to include such major category identification for the most difficult
major organism groups. Examples of such resistance groups include MRSA, major
beta-lactamase producers in Enterobacteriaceae, and multi-drug resistant
Pseudomonas and Acinetobacter. We have re-started engineering to design and
build our first research versions to place in outside laboratories. They will be
used to expand our validation studies.
In addition to the BACcelr8r project, we have developed and licensed to third
parties OptiChem(TM) surface coatings for use in microarraying components. We
have granted Schott Jenaer Glas GmbH ("SCHOTT"), which is a global leader in
high-quality glass manufacturing, a non-exclusive global license to manufacture
and market OptiChem microarraying products. (Slide H and HS) The current license
includes the use of OptiChem on glass slides for gene and protein microarraying
for Slide H. SCHOTT has exercised its right to a third year of non-exclusive
production of Slide H commencing November 24, 2006. In addition to Slide H,
SCHOTT has entered into a second license agreement for the non-exclusive
manufacturing of Slide HS, commencing January 1, 2007 and expiring December 31,
2008.
12
Previously we have continued to refine the specifications and functional
requirements of the BACcel-1.0 platform. We defined and began testing the
specific analysis required in and BACcel-1.0 system. We presented the results of
the first completed sets of tests, conducted for MRSA identification, at a major
scientific meeting American Society of Microbiologists in Toronto Canada in May
of 2007.
During the quarter ended April 30, 2007 we devoted substantially all resources
to standardizing and validating our basic analytical methods. Each combination
of one antibiotic and one bacterial species requires extensive repetition in
order to accumulate data sets for statistical analysis. We began this process
and presented initial data at professional meetings. We presented initial
results of our rapid test to identify "MRSA," a highly resistant type of "Staph"
bacteria. We submitted additional abstracts, for meetings to be held later this
year, on the results of other successful tests. One of the tests identifies
Acinetobacter, a highly resistant type of bacteria that has caused serious
outbreaks in military and civilian hospitals. We created a new approach for
high-performance antibody development, and the method yielded an exceptionally
good antibody for our Acinetobacter identification assay. Commercial antibodies
are not available for Acinetobacter and certain other important bacteria. In
other cases, commercial antibodies have performed poorly. Therefore we believe
that our new antibody development method may offer a significant competitive
advantage.
Bacteria that belong to the broad group that includes Acinetobacter are even
more difficult to identify and treat than MRSA, but have received less attention
in the news media. Data collection will continue with expansion of current data
sets and addition of further "bug/drug" combinations. We intend to continue to
make technical presentations and submit publications to professional journals.
With guidance from outside expert medical advisors, we also designed the next
generation of single-use cassettes in preparation for BACcel-1.0 product
development. During the quarter ended April 30, 2007 we also initiated a number
of contacts within the industry and with government agencies in order to advance
specific opportunities in product development.
Plan of Operations
During the next twelve months, we plan to commercialize this sixteen
channel version of the cassette, and to modify the instrumentation to operate
the new cassette. The Company may sell certain equipment that has been used in
quality control for the manufacture of coated slides. Since Schott has added
manufacturing capacity for additional versions of OptiChem, we foresee no longer
building custom slides after July 31, 2007. During the next twelve months we
believe that we will remain staffed at the current level of thirteen employees.
13
Application of Critical Accounting Policies
Revenue Recognition
We recognize revenue as follows:
Consulting revenue is recognized at the completion of the contract.
OptiChem revenue is recognized upon shipping of the product to the
customer.
Deferred revenue represents amounts billed but not yet earned under
consulting agreements.
Deferred Taxes
We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based on historical taxable income, projected
future taxable income, and the expected timing of the reversals of existing
temporary differences. As of July 31, 2006 and July 31, 2005, we have
established a valuation allowance equal to our net deferred tax asset, as we
have not been able to determine that we will generate sufficient future taxable
income to allow us to realize the deferred tax asset.
Intangible Assets
We amortize our intangible assets over the period the asset is expected to
contribute directly or indirectly to our future cash flows. We evaluate the
remaining useful life of each intangible asset that is being amortized each
reporting period to determine whether events and circumstances warrant a
revision to the remaining period of amortization.
We review our intangible assets for impairment each reporting period as
discussed below under "Impairment of long-lived and intangible assets." An
impairment loss will be recognized if the carrying amount of an intangible asset
is not recoverable and its carrying amount exceeds its fair value.
Impairment of Long-Lived and Intangible Assets
We assess the impairment of identifiable intangibles and long-lived assets
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Factors we consider important which could trigger an
impairment review include the following:
significant underperformance relative to expected historical or projected
future operating results;
14
significant changes in the manner of our use of the acquired assets or the
strategy for our overall business;
significant negative industry or economic trends;
significant decline in our stock price for a sustained period; and
our market capitalization relative to net book value.
When we determine that the carrying value of intangibles and long-lived
assets may not be recoverable based upon the existence of one or more of the
above indicators of impairment, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model. Our
judgments regarding the existence of impairment indicators are also based on
legal factors, market conditions and expected future operational performance of
related product lines of the identifiable intangible. Future events could cause
us to conclude that impairment indicators exist and that our identifiable assets
are impaired. Management believes that the amounts carried on our balance sheet
are recoverable, and that our intangible assets are not impaired at this time.
Management's belief is based upon an independent valuation of our intangibles
that was obtained from a third party valuation firm and management's assessment
of the fair value of our intangibles. Our intangibles constitute a significant
portion of our assets, and as a result, any resulting impairment loss could have
a material adverse impact on our financial condition and results of operations
in the future. We also evaluate the remaining estimated useful lives of each
asset each reporting period and determine whether events or circumstances
require revised useful lives.
Research and Development
Research and development expenses are expensed as incurred. Research and
development expenses include salaries and related expenses associated with the
development of our technology and include compensation paid to engineering
personnel and fees to consultants.
Changes in Results of Operations
Three months ended April 30, 2007 compared to three months ended April 30, 2006.
--------------------------------------------------------------------------------
During the three months ended April 30, 2007, OptiChem revenues were $22,687 as
compared to $19,800 during the three month period ended April 30, 2006, an
increase of $2,887 or 14.6%. The increase was due to a $6,092 royalty credit
from SCHOTT from Slide H sales.
15
Research and development expenses for the three months ended April 30, 2007 were
$247,524 as compared to $490,004 during the three months ended April 30, 2006, a
decrease of $242,480 or 49.5%. This decrease was primarily due to decreased
consulting/engineering fees and direct supply costs related to the development
of the BACcelr8r.
During the three months ended April 30, 2007, general and administration
expenses were $211,007 as compared to $253,467 during the three month period
ended April 30, 2006, a decrease of $42,460 or 16.8%. The decrease was primarily
due to decreases in corporate insurance, deferred compensation expense, employee
benefits and legal fees.
The increase in amortization was negligible for the three months ended April 30,
2007 as compared to the three month period ended April 30, 2006.
Marketing and sales expenses for the three months ended April 30, 2007 were
$2,190 as compared to $36,340 during the three months ended April 30, 2006, a
decrease of $34,150 or 94.0%. The decrease was the result of the Company
expending $30,563 for a marketing report during the three month period ending
April 30, 2006 which was not present during the three month period ending April
30, 2007.
During the three months ended April 30, 2007, depreciation was $18,382 as
compared to $20,136 during the three month period ended April 30, 2006, a
decrease of $1,754 or 8.7%. This decrease resulted from the ongoing aging of
assets and related depreciation schedules.
Costs of goods sold during the three months ended April 30, 2007 were $4,035 as
compared to $4,818 during the three months ended April 30, 2006, a decrease of
$783 or 16.3%. The decrease in costs of goods sold was the result of a decrease
of custom slide sales.
As a result of the above factors, loss from operations for the three months
ended April 30, 2007 was $520,497 as compared to a loss of $844,136 during the
three months ended April 30, 2006, a decreased loss of $323,639 or 38.3%.
Interest and dividend income during the three months ended April 30, 2007 was
$26,130 as compared to $43,528 during the three months ended April 30, 2006, a
decrease of $17,398 or 40.0%. Interest income decreased as a result of declining
amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the three months ended April 30, 2007 was $15,788 as compared to an
unrealized holding gain of $11,412 for the three months ended April 30, 2006, an
increase of $4,376 or 38.4%. The change was the result of an increase in the
price of marketable securities held in the deferred compensation trust.
16
As a result of these factors, net loss for the three months ended April 30, 2007
was $476,537 as compared to $788,865 during the three months ended April 30,
2006, a decreased loss of $312,328 or 39.6%.
Nine months ended April 30, 2007 compared to nine months ended April 30, 2006.
------------------------------------------------------------------------------
During the nine months ended April 30, 2007, OptiChem revenues were $77,805 as
compared to $104,678 during the nine month period ended April 30, 2006, a
decrease of $26,873 or 25.7%. The decrease was due to fewer sales of custom
coated slides to Accelr8 corporate accounts.
Technical consulting fees during the nine-month period ended April 30, 2007 were
$22,000 as compared to $30,000 during the nine-month period ended April 30,
2006, a decrease of $8,000 or 26.7%. Technical consulting fees of $22,000 were
the result of Promega's contract being recognized as complete October 31, 2006
as compared to Technical consulting fees of $30,000 paid by SCHOTT for training
for the nine months ending April 30, 2006.
Option fees during the nine months ended April 30, 2007 were $14,250 as compared
to $0 during the six months ended April 30, 2006. The option fee for the nine
months ended April 30, 2007 was the value of slides provided by SCHOTT for an
option to exercise the Slide HS agreement.
License fees during the nine months ended April 30, 2007 were $50,000 paid by
SCHOTT for Slide HS as compared to $27,000 during the nine months ended April
30, 2006, an increase of 23,000 or 85.2%. The license fees during the nine
months ended April 30, 2007 of $50,000 were the result of a License Agreement
entered into with SCHOTT to produce and sell the Company's technology on
Streptavidin coated OptiChem Slides (Slide HS). The $27,000 recognized at the
end of April 30, 2006 was from the first installment of the Promega contract.
Research and development expenses for the nine months ended April 30, 2007 were
$813,864 as compared to $1,632,079 during the nine months ended April 30, 2006,
a decrease of $818,215 or 50.1%. This decrease was primarily due to decreased
consulting/engineering fees and direct supply costs related to the development
of the BACcelr8r.
During the nine months ended April 30, 2007, general and administration expenses
were $730,179 as compared to $699,893 during the nine month period ended April
30, 2006, an increase of $30,286 or 4.3%. The increase was primarily due to
increases in deferred compensation (marketable securities held in trust) of
$44,174 and salaries of $39,112. There were also decreases in corporate
insurance of $6,898, employee benefits of $25,365 and legal fees of $18,119.
The increase in amortization was negligible for the nine months ended April 30,
2007, as compared to the nine month period ended April 30, 2006.
17
Marketing and sales expenses for the nine months ended April 30, 2007 were
$5,788 as compared to $74,250 during the nine months ended April 30, 2006, a
decrease of $68,462 or 92.2%. The company purchased a marketing report and
contracted for website design during the nine month period ending April 30,
2006, and had additional miscellaneous marketing expenses which were not
reoccurring.
Depreciation for the nine months ended April 30, 2007 was $55,146 as compared to
$59,159 the nine months ended April 30, 2006, a decrease of $4,013 or 6.8%. The
decreased depreciation was the result of some assets becoming fully depreciated
during the year ended July 31, 2006, coupled with no purchases of equipment
during the first nine months of the current year.
Cost of goods sold during the nine months ended April 30, 2007 were $14,761 as
compared to $33,017 during the nine months ended April 30, 2006, a decrease of
$18,256 or 55.3%. The decrease in costs of goods sold was primarily the result
of the corresponding decrease in custom slide sales as discussed above.
As a result of the above factors, loss from operations for the nine months ended
April 30, 2007 was $1,635,820 as compared to a loss of $2,514,232 during the
nine months ended April 30, 2006, a decrease of $878,412 or 34.9%.
Interest and dividend income during the nine months ended April 30, 2007 was
$89,750 as compared to $137,241 during the nine months ended April 30, 2006, a
decrease of $47,491 or 34.6%. Interest income decreased because of the declining
amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the nine months ended April 30, 2007 was $71,802 as compared to an
unrealized holding gain of $21,190 for the nine months ended April 30, 2006, an
increase of $50,613 or 238.9%. The change was the result of an increase in the
price of marketable securities held in the deferred compensation trust.
As a result of these factors, net loss for the nine months ended April 30, 2007
was $1,472,226 as compared to $2,347,470 during the nine months ended April 30,
2006, a decrease of $875,244 or 37.3%.
Capital Resources and Liquidity
At April 30, 2007, as compared to July 31, 2006, cash and cash equivalents,
decreased by $1,203,087 from $3,004,336 to $1,801,249 or approximately 40.0% and
the Company's working capital decreased $1,227,152 or 42% from $2,921,687 to
$1,694,535. During the same period, shareholders' equity decreased from
$6,739,320 to $5,295,635.
The net cash used in operating activities was $1,128,087 during the nine months
ended April 30, 2007 compared to cash used in operating activities of $2,225,322
during the nine months ended April 30, 2006. The decrease of cash used in
operating activities were due to a significant decrease in outside engineering
and consultant expense related to cassette development, offset by an increase in
unrealized holding gain of $50,612 in the deferred compensation trust.
18
The Company has historically funded its operations generally through cash flow
generated from operations. Management believes that current cash balances 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 and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
April 30, 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 accumulated,
recorded, processed, summarized, reported and communicated to the Mr. Geimer, to
allow timely decisions regarding required disclosure. Mr. Geimer also confirmed
that there was no change in the Company's internal control over financial
reporting during the quarter ended April 30, 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
-----------------------------------------------------------
Not applicable.
Item 5. Other Information
-------------------------
None
Item 6. Exhibits
----------------
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.
19
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 13, 2007 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
--------------------
Thomas V. Geimer, Secretary, Chief Executive
Officer and Chief Financial Officer
/s/ Jan Blue
--------------------
Jan Blue, CPA, Principal Accounting Officer
20