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, 2008
[ ] 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
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7000 Broadway, Bldg., 3-307. Denver, CO 80221
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(Address of principal executive office)
(303) 863-8088
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(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at June 13, 2008
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Common Stock, no par value 10,171,210
Transititional small business disclosure format [ ] yes [ X ] no
Accelr8 Technology Corporation 1 10-QSB 4/30/08
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
April 30, 2008 (unaudited) and July 31, 2007
Condensed Statements of Operations 4
for the three and nine months ended April 30, 2008
and 2007 (unaudited)
Condensed Statements of Cash Flows 5
for the nine months ended April 30, 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 15
SIGNATURES 15
CERTIFICATION OF OFFICERS
Accelr8 Technology Corporation 2 10-QSB 4/30/08
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
April 30, 2008 July 31, 2007
-------------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,276,760 $ 1,393,669
Accounts receivable 0 5,625
Inventory 98,860 107,855
Prepaid expenses and other current assets 34,747 24,466
------------ ------------
Total current assets 1,410,367 1,531,615
Property and equipment, net 49,434 106,819
Investments, net 1,092,970 1,027,550
Intellectual property, net (Note 3) 3,370,975 3,472,103
------------ ------------
Total assets $ 5,923,746 $ 6,138,087
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 77,599 $ 64,599
Accrued compensation and other liabilities 16,598 32,386
Deferred revenue 128,177 58,346
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Total current liabilities 222,374 155,331
Long-term liabilities:
Deferred compensation 1,151,961 1,102,549
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Total liabilities 1,374,335 1,257,880
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Commitments and Contingencies
Shareholders' equity
Common stock, no par value; 14,000,000 shares authorized;
10,171,210 and 9,971,210 shares respectively
issued and outstanding 13,678,020 12,878,020
Contributed capital 702,615 635,280
Accumulated (deficit) (9,557,624) (8,359,493)
Shares held for employee benefit (1,129,110 shares
at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 4,549,411 4,880,207
------------ ------------
Total liabilities and shareholders' equity $ 5,923,746 $ 6,138,087
============ ============
Accelr8 Technology Corporation 3 10-QSB 4/30/08
Accelr8 Technology Corporation
Condensed Statements of Operations
For the three and nine months ended April 30, 2008 and 2007
(Unaudited)
3 Months Ended April 30 9 Months Ended April 30
2008 2007 2008 2007
---- ---- ---- ----
Revenues:
OptiChem revenues $ 0 $ 22,687 $ 53,642 $ 77,805
Technical consulting revenue 0 0 0 22,000
Royalties 6,352 0 6,352 0
Option fees 54,545 -- 100,000 14,250
License fees 0 -- 100,000 50,000
------------ ------------ ------------ ------------
Total revenues 60,897 22,687 259,994 164,055
------------ ------------ ------------ ------------
Costs and expenses:
Research and development 153,722 247,524 674,897 813,864
General and administrative 201,704 211,007 609,989 730,179
Amortization 60,404 60,046 182,141 180,137
Marketing and sales 1,356 2,190 10,499 5,788
Depreciation 12,036 18,382 39,146 55,146
Cost of sales 0 4,035 9,032 14,761
------------ ------------ ------------ ------------
Total costs and expenses 429,222 543,184 1,525,704 1,799,875
------------ ------------ ------------ ------------
Loss from operations (368,325) (520,497) (1,265,710) (1,635,820)
------------ ------------ ------------ ------------
Other income:
Interest and dividend income 16,720 26,130 52,999 89,750
Unrealized Gain (Loss) on (19,163) 15,788 (37,181) 71,802
investments
Gain (Loss) on sale of equipment
0 0 51,761 0
------------ ------------ ------------ ------------
Other Income 0 2,042 0 2,042
------------ ------------ ------------ ------------
Total other income (2,443) 43,960 67,579 163,594
------------ ------------ ------------ ------------
Net Loss $ (370,768) $ (476,537) $ (1,198,131) $ (1,472,226)
============ ============ ============ ============
Net loss per share:
Basic and diluted net loss $ (.04) $ (0.05) $ (0.12) $ (0.15)
per share ============ ============= ============ ============
Weighted average shares 10,096,586 9,971,210 10,012,736 9,971,210
outstanding ============ ============ ============ ============
Accelr8 Technology Corporation 4 10-QSB 4/30/08
Accelr8 Technology Corporation
Condensed Statements Of Cash Flows
For the Nine months Ended April 30, 2008 and 2007
(Unaudited)
2008 2007
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Cash flows from operating activities:
Net loss $(1,198,131) $(1,472,226)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 39,146 55,146
Amortization 182,141 180,137
Fair value of stock options
granted for services 67,335 28,540
Unrealized holding (gain) loss on investments 37,181 (71,802)
Realized (Gain) on sale of investments, interest and dividend (27,601) (12,109)
reinvestment
(Gain) on sale of fixed assets (51,761) 0
(Increase) decrease in assets:
Accounts receivable 5,625 (6,153)
Inventory 8,995 (3,243)
Prepaid expense and other (10,281) 7,721
Increase (decrease) in liabilities:
Accounts payable 13,000 (2,535)
Accrued liabilities (15,788) 22,217
Deferred revenue 69,831 6,059
Deferred compensation 49,412 140,161
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Net cash (used in) operating activities (830,896) (1,128,087)
Cash flows from investing activities:
Sales Proceeds - Fixed Assets 70,000 0
Purchases of equipment and patent costs (81,013) 0
Contribution to deferred compensation trust (75,000) (75,000)
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Net cash (used in) investing activities (86,013) (75,000)
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Cash flows from financing activities:
Sale of Common Stock & Warrants 800,000 0
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Net cash provided by financing activities 800,000 0
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Decrease in cash and cash equivalents
(116,909) (1,203,087)
Beginning balance 1,393,669 3,004,336
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Ending balance $ 1,276,760 $ 1,801,249
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Accelr8 Technology Corporation 5 10-QSB 4/30/08
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 nine months ended April 30, 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.
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, 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 ending 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.
6
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. 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, intellectual property research
& development 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.
Note 4. Intellectual Property
Intellectual property consisted of the following:
April 30, 2008 July 31, 2007
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OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 375,004 293,991
Trademarks 49,019 49,019
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Total intellectual property 4,878,561 4,797,548
Accumulated amortization (1,507,586) (1,325,445)
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Net intellectual property $ 3,370,975 $ 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 $182,141 and $180,137, respectively, for
the nine months ended April 30, 2008 and 2007.
Accelr8 Technology Corporation 7 10-QSB 4/30/08
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 5. 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 sales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
Note 6. Employee Stock Based Compensation
On April 30, 2008, there were 1,187,500 common stock options outstanding at
prices ranging from $1.45 to $4.50 with expiration dates between January 18,
2008 and December 11, 2017. For the nine months ended April 30, 2008 and 2007,
stock options exercisable into 1,087,500 and 987,500 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 April 30, 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
recognition. Under the modified prospective application method, we apply the
standard to new awards, and to awards modified, repurchased, or cancelled.
Additionally, compensation cost for the unvested portion of awards are
recognized as compensation expense as the requisite service is rendered.
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 nine months ended April 30, 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 April 30, 2008 and 2007 was 4.11 and
4.46 years, respectively.
As of April 30, 2008, the total unrecognized share-based compensation cost
related to unvested stock options was approximately $294,144. For the nine month
period ended April 30, 2008 and 2007 the Company recognized $67,335 and $28,540,
respectively 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.
Accelr8 Technology Corporation 8 10-QSB 4/30/08
Note 7. Sale of Securities
On March 6, 2008, the Company held a closing on the sale 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, the Company issues 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 the Company 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.
Note 8. Subsequent Events
Subsequent to April 30, 2008, the Company and Becton, Dickinson and Company
("BD") entered into a Research and Option Agreement (the "Agreement").
The Agreement provides for the establishment of a research program from the date
of the Agreement until October 31, 2009 whereby BD will fund certain research
work by the Company relating to the Company's BACcel(TM) rapid pathogen
diagnostics platform (the "BACcel(TM) Platform"). The research program includes
mutually agreed upon milestones to support BD's product development planning.
Under the terms of the Agreement, in connection with the research program, the
Company will receive certain periodic payments from BD between the date of the
Agreement and July 1, 2009.
The Agreement also grants BD an option to acquire for an upfront payment an
exclusive license (the "Exclusive License") from the Company for certain
know-how and patent rights relating to the BACcel(TM) Platform. The Exclusive
License also provides for the Company to receive royalty payments on worldwide
sales. The Exclusive License contains certain diligence requirements for BD to
develop and commercialize such products. If BD exercises the option but fails to
meet certain terms of the Exclusive License, the Company has the option to
convert the Exclusive License to a non-exclusive license. If BD does not
exercise the Exclusive License, Accelr8 will receive a non-exclusive license
from BD for certain intellectual property.
Pursuant to the Agreement, from the date of the Agreement until October 31,
2009, the Company agreed not to engage in or participate in any discussions or
negotiations with parties other than BD for the joint development of, licensing
of or intellectual property relating to the BACcel(TM) Platform.
Unless earlier terminated pursuant to the terms of the Agreement, the Agreement
shall terminate upon the Exclusive License Agreement or the non-exclusive
license from BD to the Company coming into effect.
Accelr8 Technology Corporation 9 10-QSB 4/30/08
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
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 BACcel(TM)
system, the Company will have sufficient capital to complete the development of
the BACcel(TM) 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
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(TM) 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.
Accelr8 Technology Corporation 10 10-QSB 4/30/08
The BACcel(TM) 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(TM) 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
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(TM) 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(TM) 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 11 10-QSB 4/30/08
To the best of management's knowledge, based on outside opinions and direct
market research, the Company 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(TM)
platform. We have begun testing the specific analyses required in the BACcel(TM)
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(TM) 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(TM) 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 nine months ended April 30, 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 ended April 30, 2008, we continued the 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(TM) system
development, outside research support, and additional test development. We also
advanced the development of antibodies required for additional organisms, and
initiated other types of testing used for identification of bacteria.
Effective May 16, 2008, we entered into a Research and Option Agreement with
Becton, Dickinson and Company. Pursuant to the Research and Option Agreement, BD
will fund certain research work by the Company relating to the Company's
BACcel(TM) system. The immediate funding relieves Accelr8 of the need to
independently raise funds to support BACcel(TM) technical milestone achievement
set forth in the Research and Option Agreement through September 2009. If BD
exercises the licensing option, Management believes that the agreement would
then further relieve Accelr8 of the need to raise the large amount of funding
required for BACcel(TM) product development, protect shareholders from the
potentially significant dilution and mitigate the risks associated with BACcel
(TM) commercialization.
The agreement also enables Accelr8 to seek additional commercial applications
for its proprietary technology. Management believes that this expands the
opportunity horizon for shareholders.
Accelr8 Technology Corporation 12 10-QSB 4/30/08
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, intellectual property, research
& development 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 April 30, 2008 compared to
three months ended April 30, 2007.
During the three months ended April 30, 2008, OptiChem(R) revenues were $0 as
compared to $22,687 during the three month period ended April 30, 2007, a
decrease of $22,687 or 100% due to sales of custom coated slides to NanoString
now reverting to being reported under royalty income, as a result of the sales
of a OptiChem(R) license in October, 2007.
There were option fees of $54,545 during the three months ended April 30, 2008
compared to $0 during the three months ended April 30, 2007. The option fee for
the three months ended April 30, 2008 consisted of the earned portion of an
option from Becton Dickinson & Company.
Research and development expenses for the three months ended April 30, 2008 were
$153,722 as compared to $247,524 during the three months ended April 30, 2007, a
decrease of $93,802 or 38%. The decrease was primarily the result of a reduction
in the use of outside engineering firms related to the development of the
BACcel(TM) system and decreased salaries paid due to attrition.
During the three months ended April 30, 2008, general and administrative
expenses were $201,704 as compared to $211,007 during the three months ended
April 30, 2007, a decrease of $9,303 or 4.4%. The decrease was primarily due to
decreases in salaries, related taxes and benefits of $57,345.
The increase in amortization was negligible for the three months ended April 30,
2008 as compared to the three month period ended April 30, 2007.
Accelr8 Technology Corporation 13 10-QSB 4/30/08
Marketing and sales expenses for the three months ended April 30, 2008 were
$1,356 as compared to $2,190 during the three months ended April 30, 2007, a
decrease of $834. The decrease was primarily due reduced expenses relating to
presentations at scientific conferences.
Depreciation for the three months ended April 30, 2008 was $12,036 as compared
to $18,382 during the three months ended April, 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, in previous quarters, no longer being
used.
Costs of goods sold during the three months ended April 30, 2008 were $0 as
compared to $4,035 during the three months ended April 30, 2007, a decrease of
$4,035 or 100%. The decrease in costs of goods sold was primarily the result of
no sales of custom coated slides to NanoString, which now owns a license to
OptiChem(R).
As a result of the above factors, loss from operations for the three months
ended April 30, 2008 was $368,325 as compared to a loss of $520,497 during the
three months ended April 30, 2007, a decrease loss of $152,172 or 29.2%.
Interest and dividend income during the three months ended April 30, 2008 was
$16,720 as compared to $26,130 during the three months ended April 30, 2007, a
decrease of $9,410 or 36.0%. 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 April 30, 2008 was $19,163 as compared to an
unrealized gain of $15,788 during the three months ended April 30, 2007, a
decrease of $34,951. The change was a result of decreased value of the
underlying securities.
As a result of these factors, net loss for the three months ended April 30, 2008
was $370,768 as compared to $476,537 during the three months ended April 30,
2007, a decreased loss of $105,769 or 22.2%.
Accelr8 Technology Corporation 14 10-QSB 4/30/08
Changes in Results of Operations: Nine months ended April 30, 2008 compared to
nine months ended April 30, 2007.
During the nine months ended April 30, 2008, OptiChem(R) revenues were $53,642
as compared to $77,805 during the nine month period ended April 30, 2007, a
decrease of $24,163 or 31.1%. The decrease was a result of licensing of
OptiChem(R) to NanoString and receiving royalty income during the nine months
ended April 30, 2008 as compared to sales revenue nine months ended April 30,
2007.
Consulting fees during the nine-month period ended April 30, 2008 were $0 as
compared to $22,000 during the nine-month period ended April 30, 2007, a
decrease of $22,000 or 100%. The $22,000 in consulting fees related to a
Feasibility Testing Agreement that was completed during the nine-month period
ended April 30, 2007. No technical consulting fees were billed or received
during the nine months end April 30, 2008.
Option fees during the nine months ended April 30, 2008 were $100,000 as
compared to $14,250 during the nine months ended April 30, 2007, an increase of
$85,750. The option fee for the nine months ended April 30, 2008 consisted of an
option from Becton Dickinson & Company.
License fees during the nine months ended April 30, 2008 were $100,000 as
compared to $50,000 during the nine months ended April 30, 2007, an increase of
$50,000 or 100%. The license fees during the nine months ended April 30, 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 nine months ended April 30, 2008 were
$674,897 as compared to $813,864 during the nine months ended April 30, 2007, a
decrease of $138,967 or 17.1%. The decrease was primarily the result of
decreased supplies, a reduction in the use of outside engineering firms related
to the development of the BACcel(TM) system and decreased salaries.
During the nine months ended April 30, 2008, general and administrative expenses
were $609,989 as compared to $730,179 during the nine month period ended April
30, 2007, a decrease of $120,190 or 16.5%. The decrease was primarily due to
reductions in salaries and related taxes and benefits.
The increase in amortization was negligible for the nine months ended April 30,
2008 as compared to the nine month period ended April 30, 2007.
Marketing and sales expenses for the nine months ended April 30, 2008 were
$10,499 as compared to $5,788 during the nine months ended April 30, 2007, an
increase of $4,711 or 81.3%. The increase was primarily due to expenses in
connection with scientific conference attendance.
Depreciation for the nine months ended April 30, 2008 was $39,146 as compared to
$55,146 during the nine months ended April 30, 2007, a decrease of $16,000 or
29.0%. The decreased depreciation was the result of the increased age of assets
and certain disposals of equipment no longer being used.
Cost of goods sold during the nine months ended April 30, 2008 were $9,032 as
compared to $14,761 during the nine months ended April 30, 2007, a decrease of
$5,729 or 38.8%. The decrease in cost of goods sold was primarily the result of
products being produced by others under licensing agreements as compared to the
Company producing the products.
As a result of the above factors, loss from operations for the nine months ended
April 30, 2008 was $1,265,710 as compared to a loss of $1,635,820 during the
nine months ended April 30, 2007, a decrease in losses of $370,110 or 22.6%.
Accelr8 Technology Corporation 15 10-QSB 4/30/08
Investment and dividend income during the nine months ended April 30, 2008 was
$52,999 as compared to $89,750 during the nine months ended April 30, 2007 a
decrease of $36,751 or 41%. Interest income decreased as a result of decreased
interest rates and reduced amounts of cash held by the Company.
An unrealized holding losses on investments held in the deferred compensation
trust for the nine months ended April 30, 2008 was $37,181 as compared to a gain
of $71,802 for the nine months ended April 30, 2007, a difference of $108,983.
The change was a result of decreased value of the underlying securities.
Gain on the sale of equipment was $51,761 during the nine months ended April 30,
2008 as compared to $0 during the nine months ended April 30, 2007. The gain on
the sale of equipment was the result of the sale of microarray printers.
As a result of these factors, net loss for the nine months ended April 30, 2008
was $1,198,131 as compared to $1,472,226 during the nine months ended April 30,
2007, a decreased loss of $274,095 or 18.6%.
Capital Resources and Liquidity
During the nine months ended April 30, 2008 and April 30, 2007, we did not
generate positive cash flows from operating activities. The Company has
historically funded its operations generally through its existing cash balances,
cash flow generated from operations and sales of equity securities. Our primary
use of capital has been for the research and development of the BACcel(TM)
system. Notwithstanding our investments in research and development, there can
be no assurance that the BACcel(TM) 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(TM) 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.
At April 30, 2008, as compared to July 31, 2007, cash and cash equivalents
decreased by $116,909 from $1,393,669 to $ 1,276,760, or approximately 8.4 % and
the Company's working capital decreased $188,291 or 13.7% from $1,376,284 to
$1,187,993. During the same period, shareholders' equity decreased from
$4,880,207 to $4,549,411 as a result of losses incurred, charges related to
stock options and the additional $800,000 of equity raised during the year. Our
working capital requirements are expected to increase in line with the growth of
our business.
The net cash used in operating activities was $830,896 during the nine months
ended April 30, 2008 compared to cash used in operating activities of $1,128,087
during the nine months ended April 30, 2007. The principal elements that gave
rise to the decrease of cash used in operating activities were a result of lower
net losses for the period and lower outside consultant fees.
Cash provided by financing activities during the nine months ended April 30,
2008 was $800,000. The cash provided by financing activities was the result of
the sale of shares of our common stock to accredited investors of an aggregate
of $800,000. 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 eighteen months.
Accelr8 Technology Corporation 16 10-QSB 4/30/08
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, if any, 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 April 30, 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. Mr. Geimer also confirmed that there was no
change in the Company's internal control over financial reporting during the
quarter ended April 30, 2008.
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
Accelr8 Technology Corporation 17 10-QSB 4/30/08
Item 6. Exhibits
----------------
Exhibit No. Description
----------- -----------
10.1* Research and Option Agreement between Accelr8 Technology
Corporation and Becton, Dickinson and Company effective
May 16, 2008
31.1 Certification of Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
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.
* Portions of this exhibit have been omitted and filed separately with the
Office of the Secretary of the Securities and Exchange Commission pursuant to a
confidential treatment request.
Accelr8 Technology Corporation 18 10-QSB 4/30/08
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: June 16, 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 19 10-QSB 4/30/08