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, 2008
--------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ___________ to ____________
Commission file number 0-11485
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ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7000 Broadway, Bldg., 3-307. Denver, CO 80221
---------------------------------------------
(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
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Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at March 12, 2008
----- -----------------------------
Common Stock, no par value 9,971,210
Accelr8 Technology Corporation -1- 10-QSB 01/31/08
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
January 31, 2008 (unaudited) and July 31, 2007
Condensed Statements of Operations 4
for the three and six months ended January 31, 2008
and 2007 (unaudited)
Condensed Statements of Cash Flows 5
for the six months ended January 31, 2008
and 2007 (unaudited)
Notes to Unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of 12
Financial Condition and Results of Operations
Item 3. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
CERTIFICATION OF OFFICERS
Accelr8 Technology Corporation -2- 10-QSB 01/31/08
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-----------------------------
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
January 31, 2008 July 31, 2007
---------------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 878,616 $ 1,393,669
Accounts receivable 11,250 5,625
Inventory 100,060 107,855
Prepaid expenses and other current assets 19,228 24,466
------------ ------------
Total current assets 1,009,154 1,531,615
Property and equipment, net 61,469 106,819
Investments, net 1,100,367 1,027,550
Intellectual property, net (Note 3) 3,399,751 3,472,103
------------ ------------
Total assets $ 5,570,741 $ 6,138,087
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 123,916 $ 64,599
Accrued compensation and other liabilities 26,492 32,386
Deferred revenue 189,074 58,346
------------ ------------
Total current liabilities 339,482 155,331
Long-term liabilities:
Deferred compensation 1,140,608 1,102,549
------------ ------------
Total liabilities 1,480,090 1,257,880
------------ ------------
Commitments and Contingencies
Shareholders' equity
Common stock, no par value; 14,000,000 shares authorized; 12,878,020 12,878,020
9,971,210 shares issued and outstanding
Contributed capital 673,088 635,280
Accumulated (deficit) (9,186,857) (8,359,493)
Shares held for employee benefit (1,129,110
shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 4,090,651 4,880,207
------------ ------------
Total liabilities and shareholders' equity $ 5,570,741 $ 6,138,087
============ ============
Accelr8 Technology Corporation -3- 10-QSB 01/31/08
Accelr8 Technology Corporation
Condensed Statements of Operations
For the three and six months ended January 31, 2008 and 2007
(Unaudited)
3 Months Ended January 31 6 Months Ended January 31
------------------------- -------------------------
2008 2007 2008 2007
---- ---- ---- ----
Revenues:
OptiChem revenues $ 39,058 $ 20,899 $ 53,642 $ 55,118
Technical consulting revenues -- -- -- 22,000
Option fees 45,455 14,250 45,455 14,250
License fees 50,000 50,000 100,000 50,000
----------- ----------- ----------- -----------
Total revenues 134,513 85,149 199,097 141,368
----------- ----------- ----------- -----------
Costs and expenses:
Research and development 252,109 246,969 521,176 566,340
General and administrative 157,215 255,491 408,282 519,172
Amortization 61,691 60,045 121,737 120,091
Marketing and sales 2,631 158 9,143 3,598
Depreciation 12,036 18,382 27,111 36,764
Cost of sales 7,719 2,147 9,032 10,726
----------- ----------- ----------- -----------
Total costs and expenses 493,401 583,192 1,096,481 1,256,691
----------- ----------- ----------- -----------
Loss from operations (358,888) (498,043) (897,384) (1,115,323)
----------- ----------- ----------- -----------
Other income:
Interest and dividend income 12,612 28,856 36,278 63,620
Unrealized Gain (Loss) on (44,371) 12,827 (18,019) 56,014
investments
Gain (Loss) on sale of equipment 50,407 -- 51,762 --
----------- ----------- ----------- -----------
Total other income 18,648 41,683 70,021 119,634
----------- ----------- ----------- -----------
Net Loss $ (340,240) $ (456,360) $ (827,364) $ (995,689)
=========== =========== =========== ===========
Net loss per share:
Basic and diluted net loss per share $ (.03) $ (.05) $ (.08) $ (.10)
=========== =========== =========== ===========
Weighted average shares outstanding 9,971,210 9,971,210 9,971,210 9,971,210
=========== =========== =========== ===========
Accelr8 Technology Corporation -4- 10-QSB 01/31/08
Accelr8 Technology Corporation
Condensed Statements Of Cash Flows
For the Six months Ended January 31, 2008 and 2007
(Unaudited)
2008 2007
----------- -----------
Cash flows from operating activities:
Net loss $ (827,364) $ (995,689)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 27,111 36,764
Amortization 121,737 120,091
Fair value of stock options
granted for services 38,058 21,561
Unrealized holding (gain) loss on investments 18,019 (56,014)
Reinvested earnings - interest and dividends (15,836) (7,120)
(Gain) on sale of fixed assets (51,761) 0
(Increase) decrease in assets:
Accounts receivable (5,625) (110,204)
Inventory 7,795 (3,424)
Prepaid expense and other 5,238 16,055
Increase (decrease) in liabilities:
Accounts payable 58,817 22,080
Accrued liabilities (5,894) 15,729
Deferred revenue 130,728 12,151
Deferred compensation 38,058 100,634
----------- -----------
Net cash (used in) operating activities (460,919) (827,386)
----------- -----------
Cash flows from investing activities:
Sales Proceed - Fixed Assets 70,000 -0-
Purchases of equipment and patent costs (49,134) (126)
Contribution to deferred compensation trust (75,000) (75,000)
----------- -----------
Net cash used in investing activities (54,134) (75,126)
----------- -----------
Decrease in cash and cash equivalents (515,053) (902,512)
Beginning balance 1,393,669 3,004,336
----------- -----------
Ending balance $ 878,616 $ 2,101,824
=========== ===========
Accelr8 Technology Corporation -5- 10-QSB 01/31/08
Note 1. Basis of Presentation
The financial statements included herein have been prepared by Accelr8
Technology Corporation (the "Company") without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with our annual audited financial statements dated July 31, 2007,
included in our annual report on Form 10-KSB as filed with the SEC.
Management believes that the accompanying unaudited financial statements are
prepared in conformity with generally accepted accounting principles, which
require the use of management estimates, and contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented. The results of operations for the three
months and six months ended January 31, 2008 may not be indicative of the
results of operations for the year ended July 31, 2008.
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.
Accelr8 Technology Corporation -6- 10-QSB 01/31/08
Estimated Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at January 31, 2008 and 2007. 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.
Income Taxes
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income
Taxes," on August 1, 2007. The adoption of FIN 48 resulted in no adjustment to
opening retained earnings. The Company has no unrecognized tax benefits and does
not anticipate any increase in unrecognized benefits during the year ended July
31, 2008 relative to any tax positions taken prior to August 1, 2007. Should the
Company determine that any penalty and interest be accrued as a result of
current or future tax positions taken on its returns, such penalties and
interest will be accrued in its financial statements as other non-interest
expense and as interest expense during the period in which such determination is
made.
The Company files federal and state income tax returns. These returns are
subject to examination by taxing authorities for all tax years after 2001.
Note 3. Intellectual Property
Intellectual property consisted of the following:
January 31, 2008 July 31, 2007
---------------- -------------
OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 341,279 293,991
Trademarks 49,019 49,019
----------- -----------
Total intellectual property 4,844,836 4,797,548
Accumulated amortization (1,447,112) (1,325,445)
----------- -----------
Net intellectual property $ 3,397,724 $ 3,472,103
=========== ===========
Intellectual properties are recorded at cost and are being amortized on a
straight-line basis over their estimated useful lives of 20 years, which
approximates the patent and patent application life of the OptiChem(R)
technologies. Amortization expense was $121,737 and $120,091, respectively, for
the six months ended January 31, 2008 and 2007.
Accelr8 Technology Corporation -7- 10-QSB 01/31/08
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, 2007 the Company extended the non-exclusive Slide H license for
three more years, to expire on November 23, 2010. Terms of the extended license
are similar to those of the original license, which is $100,000, $50,000 for a
prepaid license and $50,000 in prepaid royalties. The Company granted another
royalty-bearing license to Schott Jenaer Glas GmbH for Streptavidin slides
(Slide HS) for two years that expires on December 31, 2008. The terms were
$100,000, $50,000 for a prepaid license and $50,000 in prepaid royalties. The
Company entered into an exclusive seven-year license with NanoString
Technologies Inc. on October 5, 2007. The license grants to NanoString the right
to apply OptiChem(R) coatings to NanoString's proprietary molecular detection
products. Pursuant to the license agreement, NanoString paid the Company a
non-refundable fee of $100,000 of which $50,000 was credited against future
royalties. Under the royalty-bearing license, NanoString is to pay the Company a
royalty at the rate of eight percent (8%) of net sales for s ales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
Note 5. Employee Stock Based Compensation
Common Stock Options On January 31, 2008, there were 1,087,500 stock options
outstanding at prices ranging from $1.45 to $3.60 with expiration dates between
January 18, 2008 and December 11, 2017. For the three months and six months
ended January 31, 2008 and 2007, stock options exercisable into 987,500 and
947,500 shares of common stock, respectively, were not included in the
computation of diluted earnings per share because their effect was antidilutive.
For the quarters ended January 31, 2008 and 2007, 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 pro forma disclosures previously
permitted under SFAS 123 are no longer an alternative to financial statement
Accelr8 Technology Corporation -8- 10-QSB 01/31/08
recognition. Under the modified prospective application method, we will apply
the standard to new awards, and to awards modified, repurchased, or cancelled
after the required effective date. Additionally, compensation cost for the
unvested portion of awards outstanding as of the required effected date will be
recognized as compensation expense as the requisite service is rendered after
the required effective date.
The fair value of options granted under the stock option agreements and
stock-based compensation plans discussed above is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the three months and six months ended January
31, 2008 and 2007: no dividend yield; risk free interest rate of 4% to 5%;
expected life of 3-10 years; and expected volatility of 66% to 51%. The weighted
average remaining contractual life of options outstanding at January 31, 2008
and 2007 was 4.11 and 4.46 years.
As of January 31, 2008, the total unrecognized share-based compensation cost
related to unvested stock options was approximately $217,679. For the
three-month and six-month period ended January 31, 2008 the Company recognized
$18,249 and $38,058 in stock based compensation costs related to the issuance of
stock options to employees. This cost was calculated in accordance with SFAS No.
123R and is reflected in the Company's operating expenses.
Note 6. Subsequent Events.
On March 6, 2008, we held a closing on the sale (the "Offering") to
accredited investors of an aggregate of 200,000 shares of the Company's no par
value Common Stock sold at $4.00 per share (the "Common Stock") and warrants to
purchase 100,000 shares of Common Stock at a purchase price of $5.50 per share
that expire 30 months from the date of issuance (the "Warrants")(the "Common
Stock and the Warrants are referred to herein as the "Securities").
Pursuant to the Stock Purchase Agreements, if during the period
commencing on March 6, 2008 and ending on March 6, 2009, we issue additional
shares (the "Additional Shares") of Common Stock or Common Stock Equivalents (as
defined in the Stock Purchase Agreement) at a purchase, exercise or conversion
price less than $4.00 per share (subject to certain adjustments for splits,
recapitalizations and reorganizations), then we will issue additional shares of
Common Stock to the investors so that the effective purchase price per share
will be the same per share purchase, exercise or conversion price of the
Additional Shares (subject to certain exceptions set forth in the Stock Purchase
Agreement). Notwithstanding the foregoing, the effective price per share will
not be adjusted below $3.00 per share.
The Warrants have customary weighted-average anti-dilution rights with respect
to any subsequent issuance of common stock or common stock equivalents at a
price less than $5.50 per share (subject to adjustment), and otherwise in
connection with forward or reverse stock splits, stock dividends,
recapitalizations, and the like. The anti-dilution provisions are not applicable
to employee stock options and shares issued in connection with certain mergers
and acquisitions. The Company received $800,000 in proceeds from the sale of the
Securities. The Company paid no commissions in connection with the Offering.
Accelr8 Technology Corporation -9- 10-QSB 01/31/08
Investors in the units have "piggyback" registration rights with respect to the
resale of the shares of Common Stock, as well as the shares issuable upon
exercise of the Warrants.
The Securities were offered and sold in reliance upon Rule 506 promulgated under
Section 4(2) of the Securities Act of 1933, as amended. The Securities sold in
the Offering have not been registered under the Securities Act or state
securities laws and may not be offered or sold absent registration with the SEC
or an applicable exemption from the registration requirements. The Form of Stock
Purchase Agreement and Form of Warrant used in the Offering are attached hereto
as Exhibits 10.1 and 10.2, respectively.
Note 7. Recently Issued Accounting Pronouncements
In February 2007, the FASB issued FASB SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, to expand the use of fair value
measurement by permitting entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective beginning the first
fiscal year that begins after November 15, 2007. The Company is currently
evaluating the impact of adopting SFAS 159 on its financial statements.
In December 2007, the FASB issued FAS 160 which changes the accounting and
reporting for minority interests. Minority interests will be recharacterized as
noncontrolling interests and will be reported as a component of equity separate
from the parent's equity, and purchases or sales of equity interests that do not
result in a change in control will be accounted for as equity transactions.
In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in earnings. FAS
160 is effective for annual periods beginning on or after December 15, 2008. The
Company does not expect the adoption of FAS 160 to have an effect on its
financial statements.
In December 2007, the FASB issued SFAS 141(revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R will significantly change the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, IPR&D and restructuring costs.
In addition, under SFAS 141R, changes in deferred tax asset valuation allowances
and acquired income tax uncertainties in a business combination after the
measurement period will impact income tax expense. SFAS 141R is effective for
fiscal years beginning after December 15, 2008. The Company has not yet
determined the impact, if any, of SFAS 141R on its financial statements.
Accelr8 Technology Corporation -10- 10-QSB 01/31/08
Item 2. Management's Discussion and Analysis of Financial Condition and
Result of Operations
Forward Looking Information
This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Company, intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements, which can be identified by the use of words such as "may," "will,"
"expect," "anticipate," "estimate," or "continue," or variations thereon or
comparable terminology, include the plans and objectives of management for
future operations, including plans and objectives relating to the products and
future economic performance of the Company. In addition, all statements other
that statements of historical facts that address activities, events, or
developments the Company expects, believes, or anticipates will or may occur in
the future, and other such matters, are forward-looking statements.
The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions that the Company will retain key management
personnel, the Company will be successful in the development of the BACcel(R)
system, the Company will have sufficient capital to complete the development of
the BACcel(R) system, the Company will be able to protect its intellectual
property, the Company's ability to respond to technological change, that the
Company will accurately anticipate market demand for the Company's products and
that there will be no material adverse change in the Company's operations or
business. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
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
Accelr8 Technology Corporation -11- 10-QSB 01/31/08
factors, general public perception of issues and solutions, and other uncertain
business conditions that may affect the Company's business. The Company cautions
the reader that a number of important factors discussed herein, and in other
reports, filed with the Securities and Exchange Commission including the risks
in the section entitled "Risk Factors" its 10-KSB for the year ended July 31,
2007, could affect the Company's actual results and cause actual results to
differ materially from those discussed in forward-looking statements.
Overview
Our vision is to develop and commercialize an innovative diagnostic system for
use with critically ill patients for rapid identification of bacteria and
specific strains based on the presence of major antibiotic resistance
mechanisms. Our business strategy is to demonstrate the value of our technology
in the broad market for biomedical products with the intent of licensing our
proprietary technology to established market leaders.
We are developing the BACcel(R) system, a rapid bacterial diagnostic platform,
by integrating our proprietary technologies into an automated system.
Proprietary technologies include OptiChem(R) surface coatings, and various
innovative assay processing methods. We have received patents or we have patent
applications pending for the major technology components, methods, and systems.
The BACcel(R) system development project began with a number of innovative
analytical biological concepts that had no direct precedent, but which adapted
well-accepted microbiological testing principles for automated analysis. Until
now, these testing principles have only been applied to cultures that contain
hundreds of millions of bacteria descended from single organisms, hand-selected
as cultured colonies grown from a patient specimen.
The BACcel(R) system is based on simple transformations of standard methods,
using advanced automation technology to achieve substantially better performance
than is possible with current testing methods. We believed that speed and
precision should be possible by analyzing, as individuals, many thousands of
cells extracted directly from the patient specimen. This contrasts with standard
culturing in which the descendants of fewer than ten cells are presumed to
represent the entire infectious bacterial population in a specimen, and with
which many hours of repeated growth are required to perform analyses. Typically,
initial testing requires 2-3 days, which is too late to help guide the physician
to make treatment decisions for critically ill patients who often become
infected with drug-resistant bacteria. As a result, initial therapy typically
proves inadequate in 20% to 40% of such cases, causing high mortality, serious
medical complications, and extended length of stay.
Published studies on ICU patients consistently show that a hospital-acquired
infection doubles the risk of mortality and complications. Infection with a
multi-resistant organism quadruples risks relative to comparable un-infected
Accelr8 Technology Corporation -12- 10-QSB 01/31/08
patients. The most important reason for elevated risk is inadequate initial
therapy, caused by widespread and complex mechanisms of drug resistance.
We intend the BACcel(R) system to report bacterial quantitation and
identification within 2 hours of patient specimen processing. We plan to augment
the first reported identification with additional identification of major
antibiotic resistance mechanisms. We believe that resistance mechanism
identification will require no more than 4 additional hours of testing, with
some results becoming available more quickly than others.
The purpose of this strategy is to narrow the drug choices for initial therapy
by identifying major resistance mechanisms that are likely to cause drugs to
fail. If successful, this approach would help the physician to subtract
ineffective drugs from the list of available drugs, leaving those that are most
likely to control the infection as initial therapy.
For example, the first report might state that a significant number of common
"Staph" is present in a patient specimen, likely causing a patient's infection.
The second report might then state that all of the organisms fall into a major
antibiotic resistance group known as "MRSA" (methicillin resistant
Staphylococcus aureus, often referred to as "superbugs" in news reports because
of their multiple drug resistance). This identification eliminates from
consideration the most important drugs otherwise preferred for treating Staph
infections.
The second report would include the identification of additional important
resistance mechanisms that might similarly rule out the next most important
drugs. In this way, we believe that the BACcel(R) system will systematically
test for the most significant resistance mechanisms. This would leave the
physician with specific drug choices that are most likely to prove effective.
From these, the physician would then be able to hold in reserve those drugs
considered "salvage" or "last choice" drugs. This approach of reserving drugs
helps to delay the emergence of resistance for the few drugs still available to
treat highly resistant strains.
Without specific guidance, the physician now has no choice but to use these
reserved drugs to assure initial infection control but accelerating their loss
of effectiveness over time.
Popular news media have reported widely about MRSA as a multi-resistant
"superbug." However, organizations such as the CDC (US Centers for Disease
Control and Prevention) and IDSA (Infectious Diseases Society of America) have
also identified other multi-drug resistant organisms as presenting even greater
threats. They include Pseudomonas, Acinetobacter, E. coli, and Klebsiella. In
the hospital ICU, MRSA typically causes no more than about 30% of mortality from
acquired infections. The other organisms just listed account for a much higher
percentage.
Accelr8 Technology Corporation -13- 10-QSB 01/31/08
To the best of management's knowledge, based on outside opinions and direct
market research, Accelr8 is the only organization in the world to be developing
a rapid diagnostic solution, and one that includes these organisms and strain
types.
To date, we have established the functional requirements of the BACcel(R)
platform. We have begun testing the specific analyses required in the BACcel(R)
system and published the results at major scientific and clinical conferences.
We have been guided by leading medical experts in our development strategy and
product design.
During the next twelve months, the Company intends to expand its experimental
data to characterize and validate test performance to be used in future versions
of the BACcel(R) system. In addition, we expect to further define requirements
for a commercial research product in advance of clinical product development.
In parallel to the BACcel(R) system development, we have developed and
independently licensed OptiChem(R) surface coatings to other companies for use
in microarraying and other molecular detection products. We have granted Schott
Jenaer Glas GmbH, a global leader in high-quality glass manufacturing, a
non-exclusive license to manufacture and market microarraying slides using
OptiChem(R) coatings. We have also licensed NanoString Technologies Inc. to use
OptiChem(R) in their innovative molecular bar-coding systems for
high-sensitivity gene expression analysis.
During the three months ended January 31, 2008, we placed two development
systems in outside academic research facilities. One system is in the Denver
Health Medical Center. The other is in Barnes-Jewish Hospital, St. Louis. The
outside investigators are using the systems for technical validation of the
analytical methods.
We intend to give three presentations at the American Society for Microbiology
meeting to be held in June 2008. The presentations describe the results of
studies on rapid antibiotic resistance mechanism identification, rapid testing
for Acinetobacter identification, and detection and enumeration of bacteria
extracted directly from human respiratory specimens.
During the quarter, we began scale-up of our proprietary antibody development
methods. The first antibodies were raised against Acinetobacter, for which no
commercial antibodies are available. We believe that the scale-up will provide
material for BACcel(R) system development, outside research support, and
additional test development.
We also continued to expand our marketing program to educate potential industry
partners. In December, Becton Dickinson & Company (NYSE: BDX) acquired an
exclusive right to negotiate the terms of a potential business relationship. The
right expires on March 31, 2008.
Accelr8 Technology Corporation -14- 10-QSB 01/31/08
Recently Issued Accounting Pronouncements
In February 2007, the FASB issued FASB SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, to expand the use of fair value
measurement by permitting entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective beginning the first
fiscal year that begins after November 15, 2007. The Company is currently
evaluating the impact of adopting SFAS 159 on its financial statements.
In December 2007, the FASB issued FAS 160 which changes the accounting and
reporting for minority interests. Minority interests will be recharacterized as
noncontrolling interests and will be reported as a component of equity separate
from the parent's equity, and purchases or sales of equity interests that do not
result in a change in control will be accounted for as equity transactions.
In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in earnings. FAS
160 is effective for annual periods beginning on or after December 15, 2008. The
Company does not expect the adoption of FAS 160 to have an effect on its
financial statements.
In December 2007, the FASB issued SFAS 141(revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R will significantly change the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, IPR&D and restructuring costs.
In addition, under SFAS 141R, changes in deferred tax asset valuation allowances
and acquired income tax uncertainties in a business combination after the
measurement period will impact income tax expense. SFAS 141R is effective for
fiscal years beginning after December 15, 2008. The Company has not yet
determined the impact, if any, of SFAS 141R on its financial statements.
Changes in Results of Operations: three months ended January 31, 2008 compared
to three months ended January 31, 2007.
During the three months ended January 31, 2008, OptiChem(R) revenues were
$39,058 as compared to $20,899 during the three month period ended January 31,
2007, an increase of $18,159 or 86.9% due to increased sales of custom coated
slides to Nanostring.
There were option fees of $45,455 during the three months ended January 31, 2008
compared to $14,250 during the three months ended January 31, 2007. This was the
result of receiving an option payment from Becton Dickinson & Company of
$100,000 which expires by its terms on March 31, 2008. This amount represents
the earned portion of such option contract.
The license fees of $50,000 and $50,000 during the three months ended January
31, 2008 and 2007 were the result of License Agreements entered into with Schott
Jenaer Glas GmbH for Slide H and HS to produce and sell the Company's
technology, on coated OptiChem(R) slides.
Accelr8 Technology Corporation -15- 10-QSB 01/31/08
Research and development expenses for the three months ended January 31, 2008
were $252,109 as compared to $246,969 during the three months ended January 31,
2007, an increase of $5,140 or 2.08%. This increase was primarily due to direct
supply costs related to the development of the BACcel(R) system.
During the three months ended January 31, 2008, general and administrative
expenses were $157,215 as compared to $255,491 during the three months ended
January 31, 2007, a decrease of $98,276 or 38.5%. The decrease was primarily due
to decreases in salaries of $15,800 and corporate and shareholder expenses of
$10,278 and fewer full time employees.
The increase in amortization was negligible for the three months ended January
31, 2008 as compared to the three month period ended January 31, 2007.
Marketing and sales expenses for the three months ended January 31, 2008 were
$2,631 as compared to $158 during the three months ended January 31, 2007, an
increase of $2,473. The increase was primarily due to expenses related to
presentations at scientific conferences.
Depreciation for the three months ended January 31, 2008 was $12,036 as compared
to $18,382 during the three months ended January 31, 2007, a decrease of $6,346
or 34.5%. This decrease resulted from the increased age of assets and related
depreciation as well as sale of equipment no longer being used.
Costs of goods sold during the three months ended January 31, 2008 were $7,719
as compared to $2,147 during the three months ended January 31, 2007, an
increase of $5,572 or 259.5%. The increase in costs of goods sold was primarily
the result of an increase in the sales of custom coated slides to Nanostring.
As a result of the above factors, loss from operations for the three months
ended January 31, 2008 was $358,888 as compared to a loss of $498,043 during the
three months ended January 31, 2007, a decreased loss of $139,155 or 27.9%.
Interest and dividend income during the three months ended January 31, 2008 was
$12,612 as compared to $28,856 during the three months ended January 31, 2007, a
decrease of $16,244 or 56.3%. Interest income decreased as a result of decreased
interest rates and reduced amounts of cash held by the Company.
An unrealized holding loss on investments held in the deferred compensation
trust for the three months ended January 31, 2008 was $44,371 as compared to an
unrealized gain of $12,827 during the three months ended January 31, 2007, a
decrease of $57,198. The change was a result of market fluctuations in the price
of marketable securities held in the deferred compensation trust.
Accelr8 Technology Corporation -16- 10-QSB 01/31/08
Gain on the sale of equipment was $50,407 during the three months ended January
31, 2008 as compared to $0 during the three months ended January 31, 2007. The
gain on the sale of equipment was the result of demand for used microarray
printers.
As a result of these factors, net loss for the three months ended January 31,
2008 was $340,240 as compared to $456,360 during the three months ended January
31, 2007, a decreased loss of $116,120 or 25.4%.
Changes in Results of Operations: Six months ended January 31, 2008 compared to
six months ended January 31, 2007.
During the six months ended January 31, 2008, OptiChem(R) revenues were $53,642
as compared to $55,118 during the six month period ended January 31, 2007, a
decrease of $1,476 or 2.7%. The decrease was minimal.
Consulting fees during the six-month period ended January 31, 2008 were $0 as
compared to $22,000 during the six-month period ended January 31, 2007, a
decrease of $22,000 or 100%. No technical consulting fees were billed or
received during the six months end January 31, 2008.
Option fees during the six months ended January 31, 2008 were $45,455 as
compared to $14,250 during the six months ended January 31, 2007. The option fee
for the six months ended January 31, 2008 consisted of the earned portion of an
option from Becton Dickinson & Company which will expire on March 31, 2008.
License fees during the six months ended January 31, 2008 were $100,000 as
compared to $50,000 during the six months ended January 31, 2007, an increase of
$50,000 or 100%. The license fees during the six months ended January 31, 2008
were the result of a License Agreement entered into with Schott Jenaer Glas GmbH
to produce and sell the Company's technology on coated OptiChem(R) Slide H and
an exclusive license with Nanostring.
Research and development expenses for the six months ended January 31, 2008 were
$521,176 as compared to $566,340 during the six months ended January 31, 2007, a
decrease of $45,164 or 8.0%. This decrease was primarily due to decreased
consulting/engineering fees related to the development of the BACcel(R)
platform.
During the six months ended January 31, 2008, general and administrative
expenses were $408,282 as compared to $519,172 during the six month period ended
January 31, 2007, a decrease of $110,890 or 21.4%. The decrease was primarily
due to decreases in salaries of $24,932, payroll taxes of $11,055 and legal fees
of $3,656, offset by deferred compensation of $62,576.
Accelr8 Technology Corporation -17- 10-QSB 01/31/08
Marketing and sales expenses for the six months ended January 31, 2008 were
$9,143 as compared to $3,598 during the six months ended January 31, 2007, an
increase of $5,545 or 154.1%. The increase was primarily due to expenses related
to presentations at scientific conferences.
Depreciation for the six months ended January 31, 2008 was $27,111 as compared
to $36,764 during the six months ended January 31, 2007, a decrease of $9,653 or
26.3%. The decreased depreciation was the result of some assets becoming fully
depreciated during the year ended July 31, 2008, coupled with no new purchases
of on-site lab equipment during the first six months of the current year and
sale of used equipment.
Cost of goods sold during the six months ended January 31, 2008 were $9,032 as
compared to $10,726 during the six months ended January 31, 2007, a decrease of
$1,694 or 15.8%. The decrease in cost of goods sold was primarily the result of
the corresponding decrease in sales of custom coated slides.
As a result of the above factors, loss from operations for the six months ended
January 31, 2008 was $897,384 as compared to a loss of $1,115,323 during the six
months ended January 31, 2007, a decrease of losses of $217,939 or 19.5%.
Investment and dividend income during the six months ended January 31, 2008 was
$36,278 as compared to $63,620 during the six months ended January 31, 2007 a
decrease of $27,342 or 43.0%. Interest income decreased as a result of decreased
interest rates and the amounts of cash held by the Company.
An unrealized holding loss on investments held in the deferred compensation
trust for the six months ended January 31, 2008 was $18,019 as compared to a
gain of $56,014 for the six months ended January 31, 2007, a difference of
$74,033. The change was the result of market fluctuations in the price of
marketable securities held in the deferred compensation trust.
Gain on the sale of equipment was $51,762 during the six months ended January
31, 2008 as compared to $0 during the six months ended January 31, 2007. The
gain on the sale of equipment was the result of demand for used microarray
printers.
As a result of these factors, net loss for the six months ended January 31, 2008
was $827,364 as compared to $995,689 during the six months ended January 31,
2007, a decreased loss of $168,325 or 16.9%.
Capital Resources and Liquidity
At January 31, 2008, as compared to July 31, 2007, cash and cash equivalents
decreased by $515,053 from $1,393,669 to $878,616, or approximately 37.0% and
the Company's working capital decreased $706,612 or 51.3% from $1,376,284 to
$669,672. During the same period, shareholders' equity decreased from $4,880,207
to $4,090,651.
Accelr8 Technology Corporation -18- 10-QSB 01/31/08
The net cash used in operating activities was $460,919 during the six months
ended January 31, 2008 compared to cash used in operating activities of $827,386
during the six months ended January 31, 2007. The principal elements that gave
rise to the decrease of cash used in operating activities were a decrease in the
net loss of $168,325, an increase in liabilities and deferred revenue that
consists of: accounts payable of $58,817; deferred revenue of $130,728 and
deferred compensation of $38,058 and partially offset by other gains.
Our primary use of capital has been for the research and development of the
BACcel(R) system. The Company has historically funded its operations generally
through its existing cash balances and cash flow generated from operations.
Notwithstanding our investments in research and development, there can be no
assurance that the BACcel(R) system or any of our other products will be
successful, or even if they are successful, will provide sufficient revenues to
continue our current operations. Our working capital requirements are expected
to increase in line with the growth of our business. We have no lines of credit
or other bank or off balance sheet financing arrangements. We believe our
capital requirements will continue to be met with our existing cash balance,
additional issuance of equity or debt securities and/or a capital infusion from
potential partners in the development of the BACcel(R) system. If we are unable
to realize any revenues from our products, we will require additional funds from
other sources to continue operations. Further, if capital requirements vary
materially from those currently planned, we may require additional capital
sooner than expected.
On March 6, 2008, we held a closing on the sale of securities to accredited
investors of an aggregate of $800,000 (the "Offering"). See Part II, Item 2
"Unregistered Sales of Equity Securities and Use of Proceeds" below. As a result
of the cash raised in the Offering, management believes that current cash
balances plus cash flow from operations will be sufficient to fund our capital
and liquidity needs for the next 12 months.
Thereafter, the Company may have to seek capital resources from other sources to
meet its obligations in the future. There can be no assurance that such capital
will be available in sufficient amounts or on terms acceptable to us, if at all.
Additional issuances of equity or convertible debt securities will result in
dilution to our current common stockholders.
Item 3. Controls and Procedures
-----------------------
An evaluation was conducted under the supervision and with the participation of
the Company's management, including Thomas V. Geimer, the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of January 31, 2008. 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, 2008.
Accelr8 Technology Corporation -19- 10-QSB 01/31/08
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
--------------------------------------------------------------------
On March 6, 2008, we held a closing on the sale (the "Offering") to
accredited investors of an aggregate of 200,000 shares of the Company's no par
value Common Stock sold at $4.00 per share (the "Common Stock") and warrants to
purchase 100,000 shares of Common Stock at a purchase price of $5.50 per share
that expire 30 months from the date of issuance (the "Warrants")(the "Common
Stock and the Warrants are referred to herein as the "Securities").
Pursuant to the Stock Purchase Agreements, if during the period
commencing on March 6, 2008 and ending on March 6, 2009, we issue additional
shares (the "Additional Shares") of Common Stock or Common Stock Equivalents (as
defined in the Stock Purchase Agreement) at a purchase, exercise or conversion
price less than $4.00 per share (subject to certain adjustments for splits,
recapitalizations and reorganizations), then we will issue additional shares of
Common Stock to the investors so that the effective purchase price per share
will be the same per share purchase, exercise or conversion price of the
Additional Shares (subject to certain exceptions set forth in the Stock Purchase
Agreement). Notwithstanding the foregoing, the effective price per share will
not be adjusted below $3.00 per share.
The Warrants have customary weighted-average anti-dilution rights with
respect to any subsequent issuance of common stock or common stock equivalents
at a price less than $5.50 per share (subject to adjustment), and otherwise in
connection with forward or reverse stock splits, stock dividends,
recapitalizations, and the like. The anti-dilution provisions are not applicable
to employee stock options and shares issued in connection with certain mergers
and acquisitions. The Company received $800,000 in proceeds from the sale of the
Securities. The Company paid no commissions in connection with the Offering.
Investors in the units have "piggyback" registration rights with
respect to the resale of the shares of Common Stock, as well as the shares
issuable upon exercise of the Warrants.
The Securities were offered and sold in reliance upon Rule 506
promulgated under Section 4(2) of the Securities Act of 1933, as amended. The
Securities sold in the Offering have not been registered under the Securities
Act or state securities laws and may not be offered or sold absent registration
with the SEC or an applicable exemption from the registration requirements. The
Form of Stock Purchase Agreement and Form of Warrant used in the Offering are
attached hereto as Exhibits 10.1 and 10.2, respectively.
Accelr8 Technology Corporation -20- 10-QSB 01/31/08
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
-----------------
a) Exhibits:
1. Exhibit 10.1 Form of Stock Purchase Agreement
2. Exhibit 10.2 Form of Warrant
3. Exhibit 31.1 Certification of Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
4. Exhibit 31.2 Certification of Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
5. Exhibit 32.1 Certification of Officer Pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act 0f 2002.
Accelr8 Technology Corporation -21- 10-QSB 01/31/08
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 17, 2008 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
-------------------------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and
Chief Financial Officer
/s/ Bruce H. McDonald
-------------------------------------
Bruce H. McDonald, Principal
Accounting Officer
Accelr8 Technology Corporation -22- 10-QSB 01/31/08