UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2010
----------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___to ___
Commission File Number: 0-11485
ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7000 N Broadway, Bldg. 3-307, Denver, CO 80221
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(Address of principal executive offices) (Zip Code)
(303) 863-8088
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(Registrant's telephone number, including area code)
-----------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 10,226,210 (not including
52,532 shares to be issued pursuant to the exercise of stock options in August
2009, which as of December 14, 2009 have not been issued).
INDEX
Page
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets January 31, 2010 (unaudited) and
July 31, 2009 3
Condensed Statements of Operations for the three and six
months ended January 31, 2010 and 2009 (unaudited) 4
Condensed Statements of Cash Flows for the six months ended
January 31, 2010 and 2009 (unaudited) 5
Notes to Unaudited Condensed Financial Statements 6-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits 19
SIGNATURES 20
CERTIFICATION OF OFFICERS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS
January 31, 2010 July 31, 2009
---------------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 108,861 $ 862,076
Accounts receivable 15,376 0
Inventory 36,045 53,445
Prepaid expenses and other current assets 50,235 27,698
------------ ------------
Total current assets 210,517 943,219
Property and equipment, net 9,722 14,655
Investments, net 1,199,447 1,103,837
Intellectual property, net (Note 3) 3,069,717 3,169,724
------------ ------------
Total assets $ 4,489,403 $ 5,231,435
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 65,400 39,457
Accrued compensation and other liabilities 25,950 25,883
Deferred revenue 42,598 92,765
------------ ------------
Total current liabilities 133,948 158,105
Long-term liabilities:
Deferred compensation 1,236,947 1,178,836
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Total liabilities 1,370,895 1,336,941
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Commitments and Contingencies
Shareholders' equity
Common Stock, no par value; 14,000,000 shares authorized; 13,803,820 13,803,820
10,226,210 shares issued and outstanding
(Not including 52,532 shares to be issued. See Note 7.)
Contributed capital 1,137,424 1,118,306
Accumulated (deficit) (11,549,136) (10,754,032)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 3,118,508 3,894,494
------------ ------------
Total liabilities and shareholders' equity $ 4,489,403 $ 5,231,435
============ ============
See Accompanying Notes to Financial Statements
3
Accelr8 Technology Corporation
Condensed Statements of Operations
For the Three and Six Months ended January 31, 2010 and 2009
(Unaudited)
3 Months Ended January 31 6 Months Ended January 31
2010 2009 2010 2009
------------ ------------ ------------ ------------
Revenues:
OptiChem(R) revenues $ 49,995 $ 14,493 65,544 $ 15,145
Technical development fees 0 300,000 0 600,000
License fees 0 50,000 0 50,000
------------ ------------ ------------ ------------
Total Revenues 49,995 364,493 65,544 665,145
------------ ------------ ------------ ------------
Costs and expenses:
Research and development 131,554 194,603 292,453 354,380
General and administrative 245,541 213,714 458,224 464,177
Amortization 62,649 61,753 125,373 123,296
Marketing and sales 0 5,663 0 6,829
Depreciation 2,617 5,686 5,233 11,372
Cost of sales 0 0 0 0
------------ ------------ ------------ ------------
Total costs and expenses 442,361 481,419 881,283 960,054
------------ ------------ ------------ ------------
Loss from operations (392,366) (116,926) (815,739) (294,909)
------------ ------------ ------------ ------------
Other income:
Interest and dividend income 1,255 5,154 2,617 14,068
Unrealized gain (loss) on investments 7,989 (42,558) 18,018 (97,588)
------------ ------------ ------------ ------------
Total other income 9,244 (37,404) 20,635 (83,520)
------------ ------------ ------------ ------------
Net loss $ (383,122) $ (154,330) (795,104) $ (378,429)
============ ============ ============ ============
Net loss per share:
Basic and diluted net loss per share $ (.04) $ (.02) $ (.08) $ (.04)
============ ============ ============ ============
Weighted average shares outstanding 10,226,210 10,226,210 10,226,210 10,226,210
============ ============ ============ ============
See Accompanying Notes to Financial Statements
4
Condensed Statements of Cash Flows
For the Six Months Ended January 31, 2010 and 2009
(Unaudited)
2010 2009
----------- -----------
Cash flows from operating activities:
Net loss $ (795,104) $ (378,429)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Depreciation 5,233 11,372
Amortization 125,373 123,296
Fair value of stock options granted for services 19,118 126,308
Unrealized holding (gain) loss on investments (18,018) 97,588
Reinvested earnings - interest and dividends (2,592) (10,701)
(Increase) decrease in assets:
Accounts receivable (15,376) (43,666)
Inventory 17,400 18,363
Prepaid expense and other (22,537) 14,776
Increase (decrease) in liabilities:
Accounts payable 25,943 (35,513)
Accrued liabilities 67 (7,434)
Deferred revenue (50,167) (15,145)
Deferred compensation 58,111 (49,388)
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Net cash (used in) operating activities (652,549) (148,573)
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Cash flows from investing activities:
Purchases of equipment and patents (25,666) (22,670)
Contribution to deferred compensation trust (75,000) (75,000)
----------- -----------
Net cash used in investing activities (100,666) (97,670)
----------- -----------
Decrease in cash and cash equivalents (753,215) (246,243)
Beginning balance 862,076 1,233,100
----------- -----------
Ending balance $ 108,861 $ 986,857
=========== ===========
See Accompanying Notes to Financial Statements
5
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, 2009,
included in our annual report on Form 10-K as filed with the SEC on November 13,
2009.
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, 2010 may not be indicative of the
results of operations for the year ended July 31, 2010.
Note 2. Going Concern
The Financial statements have been prepared on the basis of a going concern
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying financial
statements, we have incurred significant operating losses. As of January 31,
2010, we have limited financial resources and have not been able to generate
positive cash flow from operations. At January 31, 2010, as compared to July 31,
2009, cash and cash equivalents decreased by $753,215 from $862,076 to $108,861,
or approximately 87.3% and the Company's working capital decreased $708,545 or
90.2% from $785,114 to $76,569. These factors raise substantial doubt about our
ability to continue as a going concern. Management plans to fund its future
operation by joint venturing and obtaining additional financing. However, there
is no assurance that we will be able to obtain any joint venture partners or
obtain additional financing from investors or private lenders.
Note 3. 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.
6
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 January 31, 2010 and July 31,
2009. 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 has no unrecognized tax benefits. 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 2005.
Note 4. Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") (Topic 105, "Generally Accepted Accounting Principles"),
became the single source for authoritative nongovernmental U.S. generally
accepted accounting principles on July 1, 2009. The Company has adopted FASB ASC
for periods ending after September 15, 2009.
Note 5. Intellectual Property
Intellectual property consisted of the following:
January 31, 2010 July 31, 2009
---------------- -------------
OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 507,367 482,000
Trademarks 49,019 49,019
----------- -----------
Total intellectual property 5,010,924 4,985,557
Accumulated amortization (1,941,207) (1,815,833)
----------- -----------
Net intellectual property $ 3,069,717 $ 3,169,724
=========== ===========
7
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 $125,373 and $123,296, respectively, for
the six months ended January 31, 2010 and 2009.
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 6. Research and Option Agreement and License and Supply Agreements
On May 22, 2008, the Company and Becton, Dickinson and Company ("BD") entered
into a Research and Option Agreement (the "Agreement").
The Agreement provided for the establishment of a research program from the date
of the Agreement until September 30, 2009 whereby BD funded certain research
work by the Company relating to the Company's BACcel(TM) rapid diagnostics
platform (the BACcel(TM) Platform"). The research program included 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
received certain periodic payments from BD between the date of the Agreement and
July 1, 2009.
The Agreement also granted BD an option to acquire for an upfront payment and
product-delivered royalties an exclusive license (the "Exclusive License") from
the Company for certain know-how and patent rights relating the BACcel(TM)
Platform. Upon termination of the option and the technical development project
subsequent to successful milestone completion, Accelr8 received a non-exclusive
license from BD for certain intellectual property.
On September 24, 2009, BD declined to exercise its licensing option and will no
longer participate in the technical development of the BACcel(TM) system. The
Company is currently in discussions with alternative commercialization prospects
and is seeking a new strategic partner to assist in developing, manufacture and
taking the BACcel(TM) system to market.
On November 24, 2007 the Company extended the non-exclusive Slide H license with
Schott Jenaer Glas GmbH ("Schott") for three more years, to expire on November
23, 2010. The terms of the extended license were $100,000, with $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 expired on December 31, 2008. The terms were
$100,000; $50,000 for a prepaid license and $50,000 in prepaid royalties.
8
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%).
Royalties in the aggregate amount of $ 4,729 and $652 respectively were earned
during the three months ended January 31, 2010 and 2009. Royalties earned during
the six months ended January 31, 2010 and 2009 were $4,729 and $792
respectively.
Note 7. Employee Stock Based Compensation
On January 31, 2010, there were Common Stock options outstanding at prices
ranging from $1.45 to $4.50 with expiration dates between November 3, 2009 and
October 28, 2018. For the three months ended January 31, 2010 and 2009, stock
options exercisable into 1,087,500 and 1,040,000 shares of Common Stock,
respectively, were not included in the computation of diluted earnings per share
because their effect was antidilutive.
On August 26, 2009, 100,000 options to purchase shares of the Company's common
stock at a price of $1.50 per share were exercised by an officer and director of
the Company on a cashless basis. Upon exercise, 47,468 of these shares were
surrendered in a cashless exchange. The share price on the date of exercise was
$3.16 per share. As of the date of this Quarterly Report, the balance of the
shares to be issued, 52,532, have not yet been issued.
For the six month periods ended January 31, 2010 and 2009, the Company accounted
for stock based compensation to employees and directors under the modified
prospective application method. Using this method we apply the standard to new
awards, and to awards modified, repurchased, or cancelled. Additionally,
compensation costs 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 three months ended January 31, 2010 and
2009: no dividend yield; risk free interest rate of 2.37% to 5%; expected life
of 3-10 years; and expected volatility of 44% to 66%. The weighted average
remaining contractual life of options outstanding at January 31, 2010 and 2009
was 4.13 and 4.50 years, respectively.
9
As of January 31, 2010, the total unrecognized share-based compensation cost
related to unvested stock options was approximately $1,407. For the three month
period ended January 31, 2010 and 2009 the Company recognized $9,941 and
$30,832, respectively in stock based compensation costs related to the issuance
of stock options to employees. The six months ended January 31, 2010 and 2009,
the Company recognized $19,118 and $126,308, respectively in stock based
compensation costs.
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
Forward Looking Information
This Quarterly Report on Form 10-Q 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 obtain sufficient capital to complete the development
of the BACcel(TM) system, the Company will find a new strategic partner to
assist in developing, manufacture and taking the BACcel(TM) system to market,
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
10
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 but not
limited to the risks in the section entitled "Risk Factors" are in its 10-K for
the year ended July 31, 2009, 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.
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.
11
Published studies on ICU patients consistently show that a hospital-acquired
infection (HAI) 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.
12
Management believes, based on outside opinions and direct market research, that
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 tested 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.
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. the use
OptiChem(R) in their innovative molecular bar-coding systems for
high-sensitivity gene expression analysis.
During the three months ended January 31, 2010, research collaborators at the
Denver Health Medical Center and Barnes-Jewish Hospital, St. Louis continued
studies using prototypes of the BACcel(TM) system. During the quarter ended
January 31, 2010 our pilot clinical study with ICU patients at the Denver Health
Medical Center increased its case entry rate. We had enough cases monitored for
a long enough time to begin seeing positive specimens. We also found positive
specimens on the first day for patients who entered the ICU with a pneumonia
infection already started. Results will remain coded until we have enough
patients completing the observation period.
Subject to the receipt of capital, during the next twelve months, we intend to
continue technical validation of the BACcel(TM) system methods, continue field
studies including pilot clinical studies at Denver Health and Barnes-Jewish
Hospital, continue to publish the results of internal and collaborative studies,
and seek a strategic partner or licensee for BACcel(TM) product
commercialization. Additionally, in order to ensure future viability, the
Company is cutting costs in all areas and has reduced substantially it's labor,
benefit and payroll costs through natural attrition.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") (Topic 105, "Generally Accepted Accounting Principles"),
became the single source for authoritative nongovernmental U.S. generally
accepted accounting principles on July 1, 2009. The Company has adopted FASB ASC
for periods ending after September 15, 2009.
13
CHANGES IN RESULTS OF OPERATIONS: THREE MONTHS ENDED JANUARY 31, 2010 COMPARED
TO THREE MONTHS ENDED JANUARY 31, 2009.
During the three months ended January 31, 2010, OptiChem(R) revenues were
$49,995 as compared to $14,493 during the three month period ended January 31,
2009, an increase of $35,502 or 245%. The increase was due to the royalties
earned from sales of slides H and HS sold by Schott. Of the $49,995 of
OptiChem(R) revenues, $34,619 was applied toward deferred revenue from pre-paid
royalties.
Technical development fees during the three-month period ended January 31, 2010
were $0 as compared to $300,000 during the three-month period ended January 31,
2009, a decrease of $300,000 or 100%. Technical development fees were no longer
being received as a result of the termination of the Research and Option
Agreement with BD entered into in May 2008.
License fees were $0 during the three months ended January 31, 2010 as compared
to $50,000 during the three months ended January 31, 2009. License fees during
the three months ended January 31, 2009 were the result of a license agreement
entered into with Schott Jenaer Glas GmbH for Slide H to produce and sell the
Company's technology on coated OptiChem(R) slides.
Research and development expenses for the three months ended January 31, 2010
were $131,554 as compared to $194,603 during the three months ended January 31,
2009, a decrease of $63,049 or 32.4%. This decrease was primarily due to
decreased clinical trial expenditures.
During the three months ended January 31, 2010, general and administrative
expenses were $245,541 as compared to $213,714 during the three months ended
January 31, 2009, an increase of $31,827 or 14.9%. The increase was primarily
due to fees related to the engagement of an investment banker, and shareholder
expenses related to the annual meeting and mailing of annual reports. Additional
deferred compensation charges which increased by $47,308 and accounting and
audit fees which increased by $7492.
The increase in amortization was negligible for the three months ended January
31, 2010 as compared to the three month period ended January 31, 2009.
Marketing and sales expenses for the three months ended January 31, 2010 were $0
as compared to $5,663 during the three months ended January 31, 2009, a decrease
of $5,663. No marketing related charges were incurred in the current quarter.
Depreciation for the three months ended January 31, 2010 was $2,617 as compared
to $5,686 during the three months ended January 31, 2009, a decrease of $3,069
or 53.9%. The decreased depreciation was the result of some assets becoming
fully depreciated during the three months ended January 31, 2010, coupled with
no new purchases of on-site lab equipment during the quarter ended January 31,
2010.
14
As a result of the above factors, loss from operations for the three months
ended January 31, 2010 was $392,366 as compared to a loss of $116,926 during the
three months ended January 31, 2009, an increased loss of $275,440 or 235.6%.
Interest and dividend income during the three months ended January 31, 2010 was
$1,255 as compared to $5,154 during the three months ended January 31, 2009, a
decrease of $3,899 or 75.7%. Interest income decreased as a result of decreased
interest rates and reduced amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the three months ended January 31, 2010 was $7,989 as compared to an
unrealized loss of $42,558 during the three months ended January 31, 2009, an
increase of $50,547. The change was a result of market fluctuations in the price
of marketable securities held in the deferred compensation trust.
As a result of these factors, net loss for the three months ended January 31,
2010 was $383,122 as compared to $154,330 during the three months ended January
31, 2009, an increased loss of $228,792 or 148.3%.
CHANGES IN RESULTS OF OPERATIONS: SIX MONTHS ENDED JANUARY 31, 2010 COMPARED TO
SIX MONTHS ENDED JANUARY 31, 2009.
During the six months ended January 31, 2010, OptiChem(R) revenues were $65,544
as compared to $15,145 during the six month period ended January 31, 2009, an
increase of $50,399 or 332.8%. The increase was due to the royalties earned from
sales of slides H and HS sold by Schott. Of the $65,544 of OptiChem(R) revenues,
$50,167 was applied toward deferred revenue from pre-paid royalties.
Technical development fees during the six-month period ended January 31, 2010
were $0 as compared to $600,000 during the six-month period ended January 31,
2009, a decrease of $600,000 or 100%. Technical development fees were no longer
being received as a result of the termination of the Research and Option
Agreement with BD entered into in May 2008.
License fees were $0 during the six months ended January 31, 2010 as compared to
$50,000 during the six months ended January 31, 2009. License fees during the
six months ended January 31, 2009 were the result of a license agreement entered
into with Schott Jenaer Glas GmbH for Slide H to produce and sell the Company's
technology on coated OptiChem(R) slides.
Research and development expenses for the six months ended January 31, 2010 were
$292,453 as compared to $354,380 during the six months ended January 31, 2009, a
decrease of $61,927 or 17.5%. This decrease was primarily due to decreased
consulting/engineering fees related to the development of the BACcel(TM)
platform and reductions in clinical trial expenditures.
15
During the six months ended January 31, 2010, general and administrative
expenses were $458,224 as compared to $464,177 during the six month period ended
January 31, 2009, a decrease of $5,953 or 1.3%. The decrease was primarily due
to decreases in corporate and shareholder expenses and employment related
salaries and benefits.
Marketing and sales expenses for the six months ended January 31, 2010 were $0
as compared to $6,829 during the six months ended January 31, 2009, a decrease
of $6,829 or 100.0%. No marketing and sales expense to industry trade shows
costs were incurred during the period due to cost cutting measures.
Depreciation for the six months ended January 31, 2010 was $5,233 as compared to
$11,372 during the six months ended January 31, 2009, a decrease of $6,139 or
54%. The decreased depreciation was the result of some assets becoming fully
depreciated during the year ended July 31, 2009, coupled with no new purchases
of on-site lab equipment during the six months ended January 31, 2010.
As a result of the above factors, loss from operations for the six months ended
January 31, 2010 was $815,739 as compared to a loss of $294,909 during the six
months ended January 31, 2009, an increase of losses of $520,830 or 176.6%.
Investment and dividend income during the six months ended January 31, 2010 was
$2,617 as compared to $14,068 during the six months ended January 31, 2009 a
decrease of $11,451 or 81.4%. Interest income decreased as a result of decreased
interest rates and the amounts of cash held by the Company.
An unrealized holding gain on investments held in the deferred compensation
trust for the six months ended January 31, 2010 was a gain of $18,018 as
compared to a loss of $97,588 for the six months ended January 31, 2009, an
increased gain of $115,606. The change was the result of market fluctuations in
the price of marketable securities held in the deferred compensation trust.
As a result of these factors, net loss for the six months ended January 31, 2010
was $795,104 as compared to $378,429 during the six months ended January 31,
2009, an increased loss of $416,675 or 110.1%.
Capital Resources and Liquidity
During the six months ended January 31, 2010 and January 31, 2009, we did not
generate positive cash flows from operating activities.
16
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.
The continued operation of our business will require an additional capital
infusion and we plan to seek additional capital, likely through debt or equity
financings, to continue operations. We can give no assurance that we will be
able to raise such capital on such terms and conditions as we deem reasonable,
if at all. We have limited financial resources until such time that we are able
to generate such additional financing or additional cash flow from operations.
Should we be unable to raise adequate capital or to meet the other above
objectives, it is likely that we would have to substantially curtail our
business activity or cease operating, and that our investors would incur
substantial if not a complete loss on their investment.
The independent auditor's report accompanying the Company's July 31, 2009
consolidated financial statements contains an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a going concern.
The audited July 31, 2009 consolidated financial statements have been prepared
"assuming that the Company will continue as a going concern," which contemplates
that the Company will realize its assets and satisfy its liabilities and
commitments in the ordinary course of business. Our accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.
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 that the
plan of operations for the next twelve months will require additional capital of
approximately $1,200,000. Management believes that current cash balances plus
cash flow from operations will not be sufficient to fund our capital and
liquidity needs for the next twelve months and we will be required to obtain
additional capital through the issuance of debt or equity securities or other
means to execute our plans. Additional issuances of equity or convertible debt
securities will result in dilution to our current common stockholders.
At January 31, 2010, as compared to July 31, 2009, cash and cash equivalents
decreased by $753,215 from $862,076 to $108,861, or approximately 87.3% and the
Company's working capital decreased $708,545 or 90.2% from $785,114 to $76,569.
During the same period, shareholders' equity decreased from $3,894,494 to
$3,118,508.
The net cash used in operating activities was $652,549 during the six months
ended January 31, 2010 compared to cash used in operating activities of $148,573
during the six months ended January 31, 2009. The principal element that gave
rise to the decrease of cash used in operating activities was the net loss of
$795,104 adjusted by items not currently requiring the use of cash such as
depreciation and amortization totaling $130,596.
17
Management believes that current cash balances, cash flow, and obtaining
additional capital through financing, joint ventures or additional equity
capital from operations will be sufficient to fund our capital and liquidity
needs until approximately July 2010.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company's interest income is sensitive to fluctuations in the general level
of U.S. interest rates. As such, changes in U.S. interest rates affect the
interest earned on the Company's cash, cash equivalents, and short-term
investments.
Item 4. 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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Based on that evaluation, Mr.
Geimer concluded that as of January 31, 2010, 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 January 31, 2010.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------
Not Applicable.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors discussed in our Annual
Report on Form 10-K for the fiscal year ended July 31, 2009 filed with the
Securities and Exchange Commission on November 13, 2009 and investors are
encouraged to review those risk factors in detail before making any investment
in the Company's securities.
18
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 16, 2009.
The matters considered at the meeting were:
a) The election of Thomas V. Geimer, Charles E. Gerretson and John D. Kucera
to the Company's Board of Directors;
b) To ratify the selection of Comiskey & Company, P.C. as the independent
registered public accounting firm of the Company for the fiscal year ending
July 31, 2010.
Each of the nominees was elected to the Board of Directors, and Comiskey &
Company, P.C. were ratified as the Company's independent registered public
accounting firm.
The votes cast at the annual meeting upon the matters considered were as
follows:
For Withhold
--- --------
Election of Directors
Thomas V. Geimer 7,013,948 195,413
Charles E. Gerretson 7,021,520 187,841
John D. Kucera 7,049,560 159,801
Ratification of Comiskey & Company, P.C. as the independent registered
public accounting firm of the Company for the fiscal year ending July 31, 2010.
For Against Withhold
--- ------- --------
7,094,818 7,867 106,676
Item 5. Other Information
-------------------------
None.
Item 6. Exhibits
----------------
Exhibit No. Description
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.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 17, 2010 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
20