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 October 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _____________ to _____________
Commission file number 0-11485
ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7000 Broadway, Bldg., 3-307. Denver, CO 80221
---------------------------------------------
(Address of principal executive office)
(303) 863-8088
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at December 1 , 2006
-------------------------- --------------------------------
Common Stock, no par value 9,971,210
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
October 31, 2006 (unaudited) and July 31, 2006
Condensed Statements of Operations 4
for the three months ended October 31, 2006
and 2005 (unaudited)
Condensed Statements of Cash Flows 5
for the three months ended October 31, 2006
and 2005 (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 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
CERTIFICATION OF OFFICERS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
October 31, July 31,
2006 2006
------------ ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 2,536,684 $ 3,004,336
Accounts receivable 8,725 10,852
Inventory 22,747 25,887
Prepaid expenses and other current assets 13,381 43,100
------------ ------------
Total current assets 2,581,537 3,084,175
Property and equipment, net 161,965 180,347
Investments, net 993,451 871,415
Intellectual property, net (Note 3) 3,652,241 3,712,286
------------ ------------
Total assets $ 7,389,194 $ 7,848,223
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 92,609 $ 71,570
Accrued compensation and other liabilities 51,886 31,389
Deferred revenue 25,047 59,529
------------ ------------
Total current liabilities 169,542 162,488
Long-term liabilities:
Deferred compensation 1,012,201 946,415
------------ ------------
Total liabilities 1,181,743 1,108,903
------------ ------------
Commitments and Contingencies
Shareholders' equity
Common stock, no par value; 12,000,000 shares
authorized; 9,971,210 shares, issued and outstanding 12,878,020 12,878,020
Contributed capital 577,611 570,150
Accumulated deficit (6,974,580) (6,435,250)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 6,207,451 6,739,320
------------ ------------
Total liabilities and shareholders' equity $ 7,389,194 $ 7,848,223
============ ============
See accompanying notes to unaudited financial statements.
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Accelr8 Technology Corporation
Condensed Statements of Operations
For the three months ended October 31, 2006 and 2005
(Unaudited)
2006 2005
----------- -----------
Revenues:
OptiChem revenues $ 34,219 $ 44,388
Technical consulting revenues 22,000 42,000
----------- -----------
Total revenues 56,219 86,388
----------- -----------
Costs and expenses:
Research and development 319,371 572,911
General and administrative 263,681 212,251
Amortization (Note 3) 60,046 59,171
Marketing and sales 3,440 28,479
Depreciation 18,382 19,031
Cost of sales - OptiChem(TM) 8,580 13,892
----------- -----------
Total costs and expenses 673,500 905,735
----------- -----------
Loss from operations (617,281) (819,347)
----------- -----------
Other income (expense):
Interest and dividend income 34,764 47,372
Unrealized gain (loss) on investments 43,187 (8,063)
Other income -- 8,000
----------- -----------
Total other income 77,951 47,309
----------- -----------
Net (Loss) $ (539,330) $ (772,038)
=========== ===========
Net (loss) per share:
Basic and diluted net (loss) per share, basic and diluted $ (.05) $ (.08)
=========== ===========
Weighted average shares outstanding 9,971,210 9,971,210
=========== ===========
See accompanying notes to unaudited financial statements.
4
Accelr8 Technology Corporation
Condensed Statements Of Cash Flows
For the Three months Ended October 31, 2006 and 2005
(Unaudited)
2006 2005
----------- -----------
Cash flows from operating activities:
Net (loss) $ (539,330) $ (772,038)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 18,382 19,031
Amortization 60,046 59,170
Fair value of stock options
granted for services 7,461 2,550
Unrealized holding (gain) loss on investments and
reinvested earnings (47,036) 2,713
(Increase) decrease in assets:
Accounts receivable 2,127 20,977
Inventory 3,140 --
Prepaid expense and other 29,719 2,053
Increase (decrease) in liabilities:
Accounts payable 21,039 26,627
Accrued liabilities 20,496 (209,693)
Deferred revenue (34,482) 7,000
Deferred compensation 65,786 16,311
----------- -----------
Net cash used in operating activities (392,652) (825,299)
----------- -----------
Cash flows from investing activities:
Receipt of note payment -- 266,667
Issuance of Common Stock -- 15,000
Purchases of equipment -- (23,573)
Contribution to deferred compensation trust (75,000) (75,000)
----------- -----------
Net cash (used in) provided by investing activities (75,000) 183,094
----------- -----------
Decrease in cash and cash equivalents (467,652) (642,205)
Beginning balance 3,004,336 5,564,259
----------- -----------
Ending balance $ 2,536,684 $ 4,922,054
=========== ===========
See accompanying notes to unaudited financial statements.
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Accelr8 Technology Corporation
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 ended October 31, 2006 may not be indicative of the results of operations
for the year ended July 31, 2007.
Reclassifications
Certain reclassifications have been made to the quarter end October 31, 2005
financial statements to conform to the quarter end October 31, 2006 financial
statement presentation. Such reclassifications have no effect on financial
position or net loss as previously reported.
Note 2. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, accounts receivable, and
notes receivable, including receivables from major customers.
6
Accelr8 Technology Corporation
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.
Estimated Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at October 31, 2006 and 2005. 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.
Inventory is maintained by specific identification. Amounts of any particular
inventory item are small and are used depending on particular characteristics.
Property and equipment are recorded at cost. Maintenance and repairs are charged
to expense as incurred and expenditures for major improvements are capitalized.
Gains and losses from retirement or replacement are included in costs and
expenses. Depreciation of property and equipment is computed using the
straight-line method over the estimated useful life of the assets, ranging from
five to seven years.
Intellectual properties are amortized over the period the asset is expected to
contribute directly or indirectly to the Company's future cash flows. The
Company evaluates the remaining useful life of each intellectual property that
is being amortized each reporting period to determine whether events and
circumstances warrant a revision to the remaining period of amortization.
Included in intellectual property are patents, trademarks and technology.
Intellectual properties are amortized over their estimated useful lives of 20
years.
Long-lived assets and certain identifiable intangibles to be held and used by
the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company continuously evaluates the recoverability of its
long-lived assets based on estimated future cash flows from and the estimated
fair value of such long-lived assets, and provides for impairment if such
undiscounted cash flows or the estimated fair value are insufficient to recover
the carrying amount of the long-lived asset.
Consulting revenue is recognized at the completion of the contract.
OptiChem revenue is recognized when the Company ships the product.
Allowances on accounts receivable and notes receivable are recorded when
circumstances indicate collection is doubtful for particular accounts
receivable. Receivables are written off if reasonable collection efforts prove
unsuccessful. The Company provides for sales returns and allowances on a
specific account basis.
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Accelr8 Technology Corporation
Deferred revenue represents amounts billed but not yet earned under existing
agreements.
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed
annually for differences between the financial statement basis and the income
tax basis of assets and liabilities that will result in taxable or deductible
amounts in the future. Such deferred income tax computations are based on
enacted tax laws and rates applicable to the years in which the differences are
expected to affect taxable income. A valuation allowance is established when
necessary to reduce deferred income tax assets to the amounts expected to be
realized.
Note 3. Intellectual Property
Intellectual property consisted of the following:
October 31, 2006 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 (1,145,307) (1,085,262)
----------- -----------
Net intellectual property $ 3,652,241 $ 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 $59,170, respectively, for
the three months ended October 31, 2006 and 2005.
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.
8
Accelr8 Technology Corporation
Note 4. License and Supply Agreements
On November 24, 2004, the Company entered into a worldwide exclusive
manufacturing and marketing license agreement (the "License Agreement") with
SCHOTT Jenaer Glas GmbH ("SCHOTT").
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
the Company a royalty payment equal to 6% of net sales of products licensed
under the License Agreement. For the quarter ending October 31, 2006, $4,285 of
Slide H royalties was realized from the License Agreement. As of October 31,
2006, total revenue received from SCHOTT for royalties was $24,953. 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 thru
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. In addition, for this right, SCHOTT provided 7,500
glass substrates to the Company at no charge.
On October 30, 2006, SCHOTT confirmed their intention to enter into a
non-exclusive license agreement for Slide HS for the time period of January 1,
2007 through December 31, 2008. The agreement is subject to fulfillment of both
conditions that (i) SCHOTT and Accelr8 reach mutual agreement on all further
details of such a license agreement and (ii) SCHOTT and Procognia, SCHOTT's
major customer for slide HS, can agree on a purchase agreement for Slide HS to
begin by January 1, 2007. Under the agreement SCHOTT intends to pay the Company
$100,000 by December 15, 2006; of which $50,000 is a license fee and $50,000 is
a prepayment of royalties. Also, SCHOTT intends to provide 7,500 glass
substrates to the Company at no charge. The slides are valued at $14,250 and
that amount will be recorded as consulting fees. The first shipment of 1,500
glass substrates was received by the Company on November 8, 2006. Due to the
conditions set forth above, there can be no assurance that the Company and
SCHOTT will enter into a definitive license agreement for Slide HS.
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 Accelr8'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,
9
Accelr8 Technology Corporation
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 has granted a license exercise period to Promega to
purchase a fully paid license for OptiChem through April 30, 2007.
Note 5. Employee Stock Based Compensation
Common Stock Options At October 31, 2006, there were 947,500 stock options
outstanding at prices ranging from $1.45 to $3.20 with expiration dates between
November 11, 2006 and March 16, 2015. For the three months ended October 31,
2006 and 2005, stock options exercisable into 947,500 and 960,000 shares of
common stock, respectively, were not included in the computation of diluted
earnings per share because their effect was antidilutive.
For the quarter ended October 31, 2005, 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." For the quarter ended October 31, 2005, there was no
effect on net loss if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock-based compensation.
For the quarter ended October 31, 2006, the company accounted for stock based
compensation to employees and directors using SFAS No. 123 (revised 2004),
"Share-Based Payment" (SFAS 123R), which replaces SFAS 123 and supersedes APB
Opinion No. 25. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values. The proforma disclosures previously
permitted under SFAS 123 are no longer an alternative to financial statement
recognition. Under the modified prospective application method, we will apply
the standard to new awards, and to awards modified, repurchased, or cancelled
after the required effective date. Additionally, compensation cost for the
unvested portion of awards outstanding as of the required effected date will be
recognized as compensation expense as the requisite service is rendered after
the required effective date.
The fair value of options granted under the stock option agreements and
stock-based compensation plans discussed above is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the quarter ended October 31, 2006: no dividend
yield; risk free interest rate of 5.0%; expected life of 3-4 years; and expected
volatility of 52%. The weighted average remaining contractual life of options
outstanding at October 31, 2006 was 4.76 years. The consulting expense related
to stock options for the quarter ended October 31, 2006 was $7,461 as follows:
10
Accelr8 Technology Corporation
New grants for quarter ended October 31, 2006 $ 274
Prior grants 7,187
------
Total $7,461
======
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
Forward Looking Information
This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Company, intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements, which can be identified by the use of words such as "may," "will,"
"expect," "anticipate," "estimate," or "continue," or variations thereon or
comparable terminology, include the plans and objectives of management for
future operations, including plans and objectives relating to the products and
future economic performance of the Company. In addition, all statements other
that statements of historical facts that address activities, events, or
developments the Company expects, believes, or anticipates will or may occur in
the future, and other such matters, are forward-looking statements.
The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions that the Company will retain key management
personnel, the Company will be successful in the development of the BACcelr8r,
the Company will have sufficient capital to complete the development of the
BACcelr8r, the Company will be able to protect its intellectual property, the
Company's ability to respond to technological change, that the Company will
accurately anticipate market demand for the Company's products and that there
will be no material adverse change in the Company's operations or business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in forward-looking
statements will be realized. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
The following discussion should be read in conjunction with the Company's
unaudited 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
11
Accelr8 Technology Corporation
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,
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.
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.
12
Accelr8 Technology Corporation
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.
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 two-year exclusive global license with an
additional one-year option to manufacture and market OptiChem microarraying
products. 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 indicated its intention to enter into a
second license agreement for the non-exclusive manufacturing to market of Slide
HS, commencing January 1, 2007 and expiring December 31, 2008.
During the past quarter we have continued to refine the specifications and
functional requirements of the BACcel-1.0 platform. We defined and began testing
the specific analyses required in the BACcel-1.0 system. We have relied on the
expertise of outside industry leaders and medical experts to guide our
development strategy and product design.
Changes in Results of Operations: three months ended October 31, 2006 compared
to three months ended October 31, 2005.
OptiChem revenues during the three month period ended October 31, 2006 were
$34,219 as compared to $44,388 during the three month period ended October 31,
2005, a decrease of $10,169 or 22.9%. This decrease was the result of a decrease
in slide sales to SCHOTT. OptiChem revenues for the three months ended October
31, 2006 were 60.9% of total revenues and 51.4% of total revenues for the three
months ended October 31, 2005.
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Accelr8 Technology Corporation
OptiChem royalty revenue from SCHOTT for the quarter ended October 31, 2006 was
$4,285. There was no royalty revenue recognized during the quarter ended October
31, 2005.
Technical Consulting Fees during the three-month period ended October 31, 2006
were $22,000 as compared to $42,000 during the three-month period ended October
31, 2005. The Technical Consulting Fees for the three month period ended October
31, 2005, were the result of training provided to SCHOTT for the manufacture of
Slide H and $27,000 from the Feasibility Testing Agreement with Promega. During
quarter ended October 31, 2006, $22,000 was recognized from the completion of
phase 2 of the Feasibility Testing Agreement with Promega.
Cost of sales for the three months ended October 31, 2006 was $8,580, which
represented 25.1% of OptiChem revenue compared to $13,892 during the three
months ended October 31, 2005, which represented 31.3% of OptiChem revenue. The
decrease in the cost of sales expressed as a percentage of OptiChem revenue was
the result of efficiencies in production which reduced manpower costs. Further,
reduced costs of substrates and chemicals used in the formulation of OptiChem
also contributed to the decrease.
Research and development expenses for the three months ended October 31, 2006
were $319,371 as compared to $572,911 during the three months ended October 31,
2005, a decrease of $253,540 or 44.3%. The decrease was due to decreased
engineering and consulting fees related to the development of the BACcelr8r.
General and administrative expenses for the three months ended October 31, 2006
were $263,681 as compared to $212,251 during the three months ended October 31,
2005, an increase of $51,430 or 24.2%. The increase was primarily due an
increases in deferred compensation which is directly related to interest and
unrealized gains from investments. The unrealized gain on investments was
$43,187 for the quarter ended October 31, 2006 as compared to an unrealized loss
of $8,063 for the quarter ended October 31, 2005, an increase of $51,250. The
change was the result of market fluctuations in the price of securities held in
the deferred compensation trust.
The increase in amortization was negligible for the three months ended October
31, 2006 as compared to the three month period ended October 31, 2005.
Marketing and sales expenses for the three months ended October 31, 2006 were
$3,440 as compared to $28,479 during the three months ended October 31, 2005, a
decrease of $25,039 or 87.9%. The decrease was primarily due to completion of a
contract for a market research report during the quarter ended October 31, 2005.
There was no contract for the quarter ended October 31, 2006.
Depreciation for the three months ended October 31, 2006 was $18,382 as compared
to $19,031 during the three months ended October 31, 2005, a decrease of $649 or
3.4%. This decrease resulted from the increased age of assets and related
depreciation schedules.
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Accelr8 Technology Corporation
As a result of these factors, loss from operations for the three months ended
October 31, 2006 was $617,281 as compared to a loss of $819,347 during the three
months ended October 31, 2005, a decreased loss of $202,066 or 24.7 %.
Interest income during the three months ended October 31, 2006 was $34,764 as
compared to $47,372 during the three months ended October 31, 2005, a decrease
of $12,608 or 26.6%. Interest income decreased as a result of a decreased cash
balance earning interest.
As a result of these factors, net loss for the three months ended October 31,
2006 was $539,330 as compared to $772,038 during the three months ended October
31, 2005, a decreased loss of $232,708 or 30.1%.
Capital Resources and Liquidity
At October 31, 2006, as compared to July 31, 2006, cash and cash equivalents,
decreased by $467,652 from $3,004,336 to $2,536,684, or approximately 15.6% and
the Company's working capital decreased by 17.4% from $2,921,687 to $2,411,995.
During the same period, shareholders' equity decreased from $6,739,320 to
$6,207,451 or approximately 7.9% as a result of a net loss of $539,330.
The net cash used in operating activities was $392,652 in the three months ended
October 31, 2006 compared to cash used in operating activities in the three
months ended October 31, 2005 of $825,299 a difference of $432,647 or 52.4%. The
principal elements that gave rise to the decrease of cash used were a decrease
in the net loss of $232,708, a decrease in prepaid expenses and deposits of
$29,719 and an increase in accrued liabilities of $230,189.
The Company has historically funded its operations generally through cash flow
generated from operations and equity financing. Notwithstanding our investments
in research and development, there can be no assurance that the BACcelr8r or any
of our other products will be successful, or even if they are successful, will
provide sufficient revenues to continue our current operations. If we are unable
to realize any revenues from our products, we will require additional funds from
other sources to continue operations. Management believes that current cash
balances plus cash flow from operations will be sufficient to fund our capital
and liquidity needs for the next 18-22 months. Thereafter, the Company may have
to seek capital resources from other sources to meet its obligations in the
future.
Item 3. Controls and Procedures
An evaluation was conducted under the supervision and with the participation of
the Company's management, including Thomas V. Geimer, the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of October 31, 2006. Based on that evaluation, Mr. Geimer
concluded that the Company's disclosure controls and procedures were effective
as of such date to ensure that information required to be disclosed in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms. Such officers also confirm that there was no
change in the Company's internal control over financial reporting during the
quarter ended October 31, 2006.
15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company's Shareholders was held on December 13,
2006. The matters considered at the meeting were:
a) The election of Thomas V. Geimer, A. Alexander Arnold III, and Charles E.
Gerretson to the Company's Board of Directors;
b) To adopt an amendment to the Company's Articles of Incorporation, as
amended, which would effect an increase in the number of authorized shares
of the Company's no par value common stock (the "Common Stock") from
12,000,000 shares to 14,000,000 shares, without having any effect upon the
issued and outstanding shares of Common Stock;
c) To ratify the selection of Comiskey & Company, P.C. as the independent
public accountants of the Company for the fiscal year ending July 31, 2007.
Each of the nominees was elected to the Board of Directors, the amendment
to effect an increase in the number of authorized shares of the Company's no par
value common stock from 12,000,000 shares to 14,000,000 shares was adopted, and
Comiskey & Company, P.C. were ratified as the Company's independent public
accountants.
16
The votes cast at the annual meeting upon the matters considered were as
follows:
For Withhold
--- --------
Election of Directors
Thomas V. Geimer 7,227,820 209,867
A. Alexander Arnold III 7,331,016 106,671
Charles E. Gerretson 7,387,991 49,696
Adoption an amendment to the Company's Articles of Incorporation, as
amended, which would effect an increase in the number of authorized shares of
the Company's Common Stock from 12,000,000 shares to 14,000,000 shares, without
having any effect upon the issued and outstanding shares of Common Stock;
For Against Abstain
--- ------- -------
7,340,132 97,556 0
Ratification of Comiskey & Company, P.C. as the independent public
accountants of the Company for the fiscal year ending July 31, 2007.
For Against Withhold
--- ------- --------
7,348,342 86,346 3,000
Item 5. Other Information
None
Item 6. Exhibits
a) Exhibits:
1. Exhibit 31.1 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 Certification of Officer Pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 15, 2006 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
--------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and Chief
Financial Officer
/s/ David R. Loftus
-------------------
David R. Loftus, Principal
Accounting Officer
18