U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________________ to ____________________
Commission file number 0-11485
ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
303 East Seventeenth Avenue, Suite 108, Denver, Colorado 80203
--------------------------------------------------------------
(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
--- ---
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at April 30, 2003
----- -----------------------------
Common Stock, no par value 9,511,210
Accelr8 Technology Corporation
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - as of
April 30, 2003 and July 31, 2002 3
Statements of Operations
for the three months and nine months ended
April 30, 2003 and 2002 4
Statements of Cash Flows
for the nine months ended April 30, 2003 and 2002 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 2. Changes in Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Accelr8 Technology Corporation
Balance Sheets
April 30, July 31,
2003 2002
------------ ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 8,690,771 $ 8,631,192
Accounts receivable, net 95,364 24,767
Prepaid expenses and other current assets 85,757 61,665
Insurance recovery receivable (Note 8) -- 825,000
Income tax receivable and deferred tax asset 166,976 336,500
------------ ------------
Total current assets 9,038,868 9,879,124
------------ ------------
Property and equipment, net (Note 4) 80,789 76,620
------------ ------------
Investments 540,634 445,286
------------ ------------
Intellectual property, net (Note 5) 4,469,578 4,622,904
------------ ------------
Total assets $ 14,129,869 $ 15,023,934
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 104,374 $ 87,599
Accrued liabilities 30,132 29,489
Acccrued settlement loss (Note 8) -- 450,000
Deferred maintenance revenue 131,722 164,879
Other deferred revenue -- 2,200
------------ ------------
Total current liabilities 266,228 734,167
------------ ------------
Long Term Liabilities:
Deferred tax liabilities 47,451 24,833
Deferred compensation 596,884 520,286
------------ ------------
Total long term liabilities 644,335 545,119
------------ ------------
Total liabilities 910,563 1,279,286
------------ ------------
Commitments and Contingencies (Notes 3 and 8)
Shareholders' Equity (Notes 3 and 6)
Common stock, no par value; 11,000,000 shares authorized;
9,511,210 and 9,411,210 shares issued and outstanding,
respectively 12,378,020 12,342,020
Stock to be issued (Note 8) 375,000 375,000
Contributed capital 367,299 329,809
Retained earnings 372,587 971,419
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 13,219,306 13,744,648
------------ ------------
Total Liabilities And Shareholders' Equity $ 14,129,869 $ 15,023,934
============ ============
See accompanying notes to unaudited financial statements.
3
Accelr8 Technology Corporation
Statements of Operations
(Unaudited)
Three Months Nine Months
Ended April 30, Ended April 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues:
Consulting fees $ 5,000 $ -- $ 25,000 $ --
Product license and customer support fees 3,536 48,169 137,870 161,612
Resale of software and support purchased 252,417 74,393 475,940 242,082
OptiChem(TM) revenue 17,945 -- 36,547 --
Provision for sales returns and allowances (2,450) (1,235) (6,405) (3,680)
----------- ----------- ----------- -----------
Net Revenues 276,448 121,327 668,952 400,014
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of services 13,169 24,143 34,840 111,221
Cost of software and support purchased for resale 44,137 11,736 82,901 36,942
General and administrative 225,515 85,543 607,440 462,765
Marketing and sales 79,939 50,025 223,907 149,232
Research and development 128,183 83,718 357,103 237,988
Amortization 60,075 -- 179,955 6,345
Depreciation 7,695 5,325 19,995 15,975
----------- ----------- ----------- -----------
Total Costs and Expenses 558,713 260,490 1,506,141 1,020,468
----------- ----------- ----------- -----------
Loss from operations (282,265) (139,163) (837,189) (620,454)
----------- ----------- ----------- -----------
Other income (expense)
Interest income 22,070 36,737 83,537 156,888
Gain on asset disposals -- 700 -- 11,153
Realized loss on investment -- (1,304) (2,593) (5,566)
Unrealized gain (loss) on investment 45,997 (47,877) 18,457 (79,113)
Abandoned trademark -- -- -- (3,930)
----------- ----------- ----------- -----------
Total other income (expense) 68,067 (11,744) 99,401 79,432
----------- ----------- ----------- -----------
Loss before income taxes (214,198) (150,907) (737,788) (541,022)
Income tax benefit 42,740 -- 138,956 --
----------- ----------- ----------- -----------
Net Loss $ (171,458) $ (150,907) $ (598,832) $ (541,022)
=========== =========== =========== ===========
Net loss per share - basic and diluted $ (.02) $ (.02) $ (.06) $ (.07)
=========== =========== =========== ===========
Weighted average shares outstanding - basic
and diluted 9,421,322 8,642,137 9,414,507 8,006,383
=========== =========== =========== ===========
See accompanying notes to unaudited financial statements.
4
Accelr8 Technology Corporation
Statements of Cash Flows
(Unaudited)
Nine Months
Ended April 30
2003 2002
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (598,832) $ (541,022)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Amortization 179,955 6,345
Depreciation 19,995 15,975
Increase in fair value of stock options granted
for consulting services 37,490 --
Gain from disposal of assets -- (11,153)
Loss on abandoned trademarks -- 3,906
Unrealized (gain)/loss on investments (18,457) 79,113
Realized loss on sale of investments, interest and
dividends reinvested (1,891) (147)
Income taxes receivable and deferred income tax asset 192,142 --
Net change in assets and liabilities:
Accounts receivable (70,597) 36,215
Inventory -- 2,625
Prepaid expenses (24,092) (21,687)
Insurance recovery receivable 825,000 --
Accounts payable 16,775 (48,056)
Accrued liabilities 643 (199,153)
Accrued settlement loss (Note 8) (450,000) 0
Deferred maintenance revenue (33,157) (28,664)
Other deferred revenue (2,200) (825)
Other long-term liabilities 76,598 (22,716)
----------- -----------
Net cash provided (used) by operating activities 149,372 (729,244)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed assets, net (24,164) --
Proceeds on disposal of assets -- 12,336
Purchase of intellectual property (26,629) (62,509)
Purchase of investments (75,000) (75,000)
----------- -----------
Net cash used in investing activities (125,793) (125,173)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Repurchase of common stock -- (63,214)
Employee stock option exercised 36,000 1,800
----------- -----------
Net cash provided by (used in) financing activities 36,000 (61,414)
----------- -----------
Net increase (decrease) in cash and cash equivalents 59,579 (915,831)
Cash and cash equivalents, beginning of period 8,631,192 9,522,343
----------- -----------
Cash and cash equivalents, end of period $ 8,690,771 $ 8,606,512
=========== ===========
Supplemental information:
Cash received from income tax refunds $ 331,099 $ --
=========== ===========
See accompanying notes to unaudited financial statements.
5
Accelr8 Technology Corporation
Notes to Financial Statements
For the nine months ended April 30, 2003 and 2002
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. We
believe 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, 2002, 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
and nine month periods ended April 30, 2003 may not be indicative of the results
of operations for the year ended July 31, 2003.
Note 2. Reclassification
Certain reclassifications have been made in the fiscal 2002 financial
statements to conform to the classifications used in fiscal 2003. Such
reclassifications have no effect on net income (loss) as previously reported.
Note 3. Shareholders' Equity
Repurchase of Common Stock
On July 30, 1998, our Board of Directors authorized the repurchase of up to
500,000 shares of our common stock. The decision to repurchase our common stock
was based upon the Board of Directors' belief that our common stock was
undervalued considering the potential earnings and prospects for future
operations. Repurchases may be made periodically in the open market, block
purchases or in privately negotiated transactions, depending on market
conditions and other factors. We have no commitment or obligation to repurchase
all or any portion of the common stock. Shares repurchased through April 30,
2003 total 266,200.
During the three month period and the nine month period ended April 30,
2003, we did not repurchase any shares of our common stock.
6
Common Stock Options
At April 30, 2003, there were 740,000 stock options outstanding at prices
ranging from $1.45 to $3.25 with expiration dates between July 31, 2003 and
August 2, 2011. The remaining number of option shares available for issuance
under our stock option plans is 257,500. For the nine months ended April 30,
2003 and 2002, stock options exercisable into 740,000 and 739,500 shares of
common stock were not included in the computation of diluted earnings per share
because their effect was antidilutive.
During the nine months ended April 30, 2003, 100,000 stock options were
exercised by Harry Fleury, President of Accelr8 Technology Corporation, at a
price of $.36 for a total of $36,000. These were the final stock options
outstanding under the old Employee Stock Option Plan. This plan is now
terminated as there are no additional shares of common stock reserved for issue
in this plan. The Company still has an Incentive Stock Option Plan and a
Non-Qualified Stock Option Plan which were discussed in the previous paragraph.
During the nine months ended April 30, 2002, 5,000 stock options were exercised
at a price of $.36 for a total of $1,800.
On May 7, 2002, we granted options to purchase 100,000 shares of our common
stock to consultants for services to be provided at an exercise price of $2.25
per share, expiring on May 7, 2006. The consultant options are subject to a
vesting schedule of 50% after the first year of grant and 50% after the second
year of grant. The incremental increase in the fair value of the options of
$37,490 during the nine months ended April 30, 2003 was recorded as a charge to
operations.
Stock to be Issued
See Note 8 to unaudited financial statements for discussion.
Note 4. Property and Equipment
Property and equipment are recorded at cost and consisted of the following.
April 30 July 31
2003 2002
--------- ---------
Computer equipment $ 30,060 $ 28,004
Laboratory and scientific equipment 108,945 86,837
Furniture and fixtures 11,114 11,114
--------- ---------
Total property and equipment 150,119 125,955
Accumulated depreciation (69,330) (49,335)
--------- ---------
Net property and equipment $ 80,789 $ 76,620
========= =========
7
Note 5. Intellectual Property
Intellectual property consisted of the following:
April 30, July 31,
2003 2002
----------- -----------
OpTestTM Technologies $ 4,616,312 $ 4,614,872
Patents 146,856 128,434
Trademarks 45,166 38,399
----------- -----------
Total intellectual property 4,808,334 4,781,705
Accumulated amortization (338,756) (158,801)
----------- -----------
Net intellectual property $ 4,469,578 $ 4,622,904
=========== ===========
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 patents and trademarks application life of the OpTestTM
Technologies.
Effective August 1, 2001, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". In
accordance with SFAS No. 142, we completed an impairment test of our intangible
assets and determined that no impairment existed as of August 1, 2001 or July
31, 2002. Intangible assets will be tested annually and whenever events and
circumstances occur indicating that the assets may be impaired.
The Company believes that the market for DNA/RNA and protein microarrays is
growing because of increased demand for gene analysis and molecular diagnostics
as measured by industry wide growth in unit sales, i.e. Affymetrix. The Company
will evaluate the possibility of impairment further at July 31, 2003.
Upon the adoption of SFAS No. 142, we evaluated the estimated useful lives
of the existing intangible assets and determined that the existing useful lives
were appropriate.
Future amortization expense for the intangible assets is estimated as
follows:
Years Ending July 31,
---------------------
2003 (3 months) $ 60,091
2004 239,390
2005 239,390
2006 239,390
2007 239,390
Thereafter 3,451,927
----------
Total future amortization $4,469,578
==========
8
Note 6. Employee Stock-Based Compensation
The Company has a stock-based employee compensation plan. The Company
accounts for this plan under the recognition and measurement principles of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees" and related Interpretations. See Note 9 for further discussion.
There was no stock-based employee compensation expense reported in the nine
months ended April 30, 2003 or 2002. The following table illustrates the effect
on net loss if the Company had applied the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation", to stock-based employee
compensation.
Nine Months Ended April 30,
---------------------------
2003 2002
--------- ---------
Net loss, as reported $(598,832) $(541,022)
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects -- (55,800)
--------- ---------
Pro forma net loss $(598,832) $(596,822)
========= =========
Earnings per share:
Basic and diluted - as reported $ (.06) $ (.07)
========= =========
Basic and diluted - pro forma $ (.06) $ (.07)
========= =========
9
Note 7. Business Segment Information
The Company operates in two business segments: (i) software tools and
related consulting services and (ii) biosciences, which includes DNA/RNA assays,
protein-based assays and biosensors. Operating results and other financial data
for the three and nine months ended April 30, 2003 and 2002 are presented for
the principal business segments as follows:
Software Tools
Three Months Ended Support and Biosciences
April 30, 2003 Consulting Business Total
-------------- ---------- -------- -----
Revenues $ 258,503 $ 17,945 $ 276,448
Costs and expenses 265,102 293,611 558,713
Interest income 22,070 -- 22,070
Segment profit (loss) 46,108 (217,566) (171,458)
Income tax (provision) benefit (15,360) 58,100 42,740
Total assets 9,579,371 4,550,498 14,129,869
Intellectual property, net -- 4,469,578 4,469,578
Depreciation and amortization expense 2,055 65,715 67,770
Software Tools
Three Months Ended Support and Biosciences
April 30, 2002 Consulting Business Total
-------------- ---------- -------- -----
Revenues $ 121,327 $ -- $ 121,327
Costs and expenses 138,110 122,380 260,490
Interest income 36,737 -- 36,737
Segment loss (28,527) (122,380) (150,907)
Total assets 9,240,415 4,806,548 14,046,963
Intellectual property, net -- 4,754,498 4,754,498
Depreciation and amortization expense 1,890 3,435 5,325
Software Tools
Nine Months Ended Support and Biosciences
April 30, 2003 Consulting Business Total
-------------- ---------- -------- -----
Revenues $ 632,405 $ 36,547 $ 668,952
Costs and expenses 686,704 819,437 1,506,141
Interest income 83,537 -- 83,537
Segment profit (loss) 35,966 (634,798) (598,832)
Income tax (provision) benefit (9,106) 148,062 138,956
Total assets 9,579,371 4,550,498 14,129,869
Intellectual property, net -- 4,469,578 4,469,578
Depreciation and amortization expense 5,655 194,295 199,950
10
Software Tools
Nine Months Ended Support and Biosciences
April 30, 2002 Consulting Business Total
-------------- ---------- -------- -----
Revenues $ 400,014 $ -- $ 400,014
Costs and expenses 652,372 368,096 1,020,468
Interest income 156,888 -- 156,888
Segment loss (168,996) (372,026) (541,022)
Total assets 9,240,415 4,806,548 14,046,963
Intellectual property, net -- 4,754,498 4,754,498
Depreciation and amortization expense 5,670 16,650 22,320
Note 8. Legal Proceedings
We are a party to one legal proceeding, the Company's lawsuit against
Deloitte & Touche and the corresponding Deloitte & Touche counterclaim against
the Company, the outcome of which management believes will not have a
significant impact upon our financial position.
Concluded legal matters
On August 14, 2000, Derrick Hongerholt filed in the United States District
Court for the District of Colorado a shareholder derivative action against
Thomas V. Geimer, David C. Wilhelm, A. Alexander Arnold III, Harry J. Fleury,
James Godkin and Accelr8 Technology Corporation as a nominal defendant. The
defendants answered the Hongerholt derivative complaint, and denied all claims.
In connection with this proceeding, the Company's Board of Directors appointed
David G. Palmer, Esquire, as independent counsel to serve as a Special
Litigation Committee to investigate the claims and circumstances relating to the
derivative action filed by Derrick Hongerholt and to determine whether the
derivative action should be terminated. On September 10, 2002, the Special
Litigation Counsel determined, after investigation, that the derivative claims
were without factual merit, and should be dismissed. On October 30, 2002, the
parties agreed to a settlement of the derivative action, under which that action
would be dismissed with prejudice upon an exchange of releases, with no payments
made by or on behalf of any of the Defendants. A hearing on the approval of the
settlement was held December 19, 2002 at which time the Court approved a
settlement between the parties pursuant to which the complaint was dismissed
without prejudice, with no payments made by or on behalf of the defendants.
On July 14, 2000, the Agricultural Excess and Surplus Insurance Company
("AESIC"), which was the carrier of the Company's director and officer liability
policy, filed in the United States District Court for the District of Colorado
an action for a declaratory judgment seeking to rescind Accelr8's directors and
officers liability policy, captioned Agricultural Excess and Surplus Insurance
Company v. Accelr8 Technology Corporation, Civil Action No. 00-B-1417. That
policy had a $1 million limit with a $100,000 deductible. The Company and
certain individuals made demand for coverage under that policy relating to third
party claims involving the Company's accounting and public reporting from 1997
to 1999. AESIC alleged that it was fraudulently induced to enter into the
contract of insurance through knowing material misrepresentations made by the
Company in its Form 10-KSB filed with the SEC, concerning the capabilities of
certain of the Company's products. The defendants answered the complaint, in
which they denied the claim for rescission, and filed a counterclaim seeking
damages for the insurer's refusal to provide the benefits of insurance.
Subsequent to July 31, 2002, the parties settled this lawsuit and AESIC paid
$825,000 to the Company on November 5, 2002 in full satisfaction of all claims.
11
On May 4, 2000, Harley Meyer filed in the United States District Court for
the District of Colorado a putative class action against Accelr8 Technology
Corporation, Thomas V. Geimer and Harry J. Fleury. On June 2, 2000, Charles
Germer filed in the United States District Court for the District of Colorado a
putative class action against Accelr8 Technology Corporation, Thomas V. Geimer
and Harry J. Fleury. On June 8, 2000, William Blais filed in the United States
District Court for the District of Colorado a putative class action against
Accelr8 Technology Corporation, Thomas V. Geimer and Harry J. Fleury. On June
20, 2000, Diana Wright filed in the United States District Court for the
District of Colorado a putative class action against Accelr8 Technology
Corporation, Thomas V. Geimer and Harry J. Fleury. These actions were
consolidated under the caption In re Accelr8 Technology Corporation Securities
Litigation, Civil Action No. 00-K-938. On October 16, 2000, a Consolidated
Amended Class Action Complaint was filed which added James Godkin as a
defendant. The Consolidated Amended Complaint alleged violations of Section
10(b) of the Exchange, and Rule 10b-5 thereunder, relating to the Company's
accounting and public disclosure from October 1997 to November 1999. The
Defendants answered the Amended Complaint, in which they denied liability and
raised affirmative defenses. On January 23, 2001, the Court granted the
Plaintiff's Motion for Class Certification.
The parties to the Consolidated Amended Class Action Complaint ("Class
Action") reached an agreement in October 2002 in principle to settle the Class
Action against all parties. Under the settlement, the Company agreed to
contribute to a Settlement Fund $450,000 and 375,000 shares of common stock in
the Company. The Settlement Fund will be distributed in a manner over which the
Company has no control. This agreement in principle was subject to Court
approval.
On February 28, 2003, the Court issued a Preliminary Order Approving
Settlement and Attached Documents, and scheduled a settlement fairness hearing
for May 20, 2003. Under the terms of the agreement, on March 4, 2003 the Company
deposited $450,000 into an escrow account pending final approval of the
settlement. To date, the Company has not received instructions for issuing the
375,000 shares of common stock to the Settlement Fund. A hearing on the approval
of the settlement was held May 20, 2003, at which time the Court approved a
settlement between the parties pursuant to which the complaint was dismissed
with prejudice.
SFAS No. 5, "Accounting for Contingencies," requires loss contingencies to
be accrued if it is probable an asset has been impaired or a liability incurred
at the balance sheet date and the amount of loss can be reasonably estimated.
Since the settlement terms discussed above satisfy the criteria for accrual of a
loss contingency under SFAS No. 5, the $450,000 cash settlement had been accrued
as a current liability until March 4, 2003 at which time the amount was paid and
the value of the 375,000 shares of stock to be issued has been recorded in the
statement of shareholders' equity as of April 30, 2003 and July 31, 2002. The
stock to be issued was valued using the market price of $1.00 per share of the
Company's common stock on the date the parties agreed to the terms of the
settlement. Furthermore, the $825,000 settlement receivable from AESIC was
recorded as a current receivable in the Company's financial statements as of
July 31, 2002, and payment was received on November 5, 2002.
12
Pending legal matters
On November 20, 2002, the Company initiated an action against Deloitte &
Touche, LLP, ("Deloitte"), the Company's former auditors, captioned Accelr8
Technology Corporation v. Deloitte & Touche, LLP., Case No. 02CV8102, District
Court, City and County of Denver, State of Colorado. In that action, the Company
seeks damages from Deloitte for breach of contract. On January 13, 2003,
Deloitte answered the Complaint and filed a counterclaim against the Company,
and third-party claims against Thomas V. Geimer and Harry J. Fleury. The
counter-claim asserts claims for breach of contract, deceit based on fraud, and
negligent misrepresentation and seeks unspecified damages. Third-party claims
allege deceit based on fraud and negligent misrepresentation, and also seek
unspecified damages. On February 18, 2003, the Company, as Counter-claim
Defendant, and Messrs. Geimer and Fleury, as Third-party Defendants, moved to
dismiss the counterclaims and third-party complaint. On May 29, 2003, the Court
denied the motion to dismiss the counterclaims against the Company, and granted
the motion to dismiss the third party claims against Messrs Geimer and Fleury.
While the Company believes it has substantial defenses to the counterclaims, and
intends to contest those claims vigorously, there can be no assurance that the
resolution of the counterclaims will not have a material adverse effect on the
Company.
Note 9. Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires
the fair value of a liability for an asset retirement obligation to be
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. We adopted this statement
on August 1, 2002 and it had no material impact on our financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value,
less cost to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred. We adopted this statement August 1, 2002 and it had no material impact
on our financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results in both annual and interim financial statements. We are required to
follow the prescribed format and provide the additional disclosures required by
SFAS No. 148 in our annual financial statements for the year ended July 31, 2003
and must also provide the disclosures in our quarterly reports containing
condensed financial statements for interim periods beginning with the quarter
ending April 30, 2003. We will continue to account for stock based compensation
using the intrinsic value method. See Note 6 for disclosures.
13
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which disclosures are effective for
financial statements issued after December 15, 2002. This statement did not have
any effect on our financial statements as of April 30, 2003.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," which requires the consolidation of variable
interest entities, as defined. FIN No. 46 is applicable to our financial
statements to be issued after July 31, 2003. This statement did not have any
effect on our financial statements as of April 30, 2003.
On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivitative Instruments and Hedging Activities." The Statement amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS No. 133. This Statement is effective for contracts entered into or
modified after June 30, 2003, for hedging relationships designated after June
30, 2003, and to certain preexisting contracts. The Company will adopt SFAS No.
149 on a prospective basis as its effective date is in the fiscal fourth
quarter. The Company does not believe that the adoption of SFAS No. 149 will
have a significant impact on its results of operations, financial position or
cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments, with Characteristics of Both Liabilities and Equity",
which provides guidance on how an entity classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that an issuer classify a financial instrument that is within
its scope, which may have previously been classified as equity, as a liability
(or as an asset in some circumstances). This statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The Company does not believe that the adoption of SFAS No. 150 will
have a significant impact on its results of operations, financial position or
cash flows.
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
------------------------------------------------------------------------------
Forward Looking Information
Information contained in the following discussion of results of operations
and financial condition and in certain of the notes to the financial statements
included in this document contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which can be identified
by the use of words such as "may," "will," "expect," "anticipate," "estimate,"
or "continue," or variations thereon or comparable terminology. 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 following discussion should be read in conjunction with the Company's
14
unaudited 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 its 10-KSB for the
year ended July 31, 2002, could affect the Company's actual results and cause
actual results to differ materially from those discussed in forward-looking
statements.
Overview
On January 18, 2001, Accelr8 Technology Corporation purchased the OpTest
technology assets ("OpTest") from DDx, Inc. and commenced investment in
development and optimization of OpTest's surface chemistry (OptiChem(TM)) and
quantitative instruments (QuanDx(TM) and Oter(TM)). Our proprietary surface
chemistry and its quantitative instruments support real-time assessment of
medical diagnostics, food-borne pathogens, water-borne pathogens and bio-warfare
assessments. Presently the Company sells advanced microarray slides and
specialty microtiter plates coated with its proprietary OptiChem(TM) activated
surface chemistry for use in academic research, drug discovery and molecular
diagnostics. This surface coating has an extraordinary ability to shed sticky
biomolecules that interfere with bio-analytical assays such as microarrays and
immunoassays. This property substantially improves analytical performance by
enabling higher sensitivity, greater reproducibility, and higher throughput by
virtue of simplified application methods We have received minimal revenues to
date from these products and there is no assurance that we will be successful in
marketing the new products. As a result, the Company will perform an impairment
test at July 31, 2003 of its intangible assets and determine if any impairment
is required pursuant to SFAS No. 142. See Note 5. However, during the nine
months ended April 30, 2003, the Company's OptiChem(TM) products have been
offered commercially in the microarray marketplace and have resulted in sales
revenue of $36,547.
The Company believes that the market for DNA/RNA and protein microarrays is
growing because of increased demand for gene analysis and molecular diagnostics
as measured by industry wide growth in unit sales, i.e. Affymetrix
(NASDAQ:AFFX).
Applications
------------
Microarraying is a major new technology platform emerging in these market
segments. A microarray consists of a matrix of individual assay "spots" of
active probe molecules, such as short strands of DNA or proteins. For example, a
microarray of the entire human genome contains more than 30,000 spots printed
onto a microscope slide. When an investigator incubates the array with a sample
such as blood, specific target molecules bind to specific probe spots (but not
to other spots). Each spot acts as a single chemical analysis. With thousands of
spots in an array, a single experiment then performs thousands of individual
analyses - one for each probe.
As DNA microarraying has become more widely used, controversies have also
emerged. In particular, low reproducibility has delayed market penetration.
Scientists are now beginning to apply microarraying methods to proteins, which
are much more complex than DNA in terms of physical and chemical properties and
ability to preserve biological function. This complexity brings with it
comparably greater technical difficulty. Management believes protein analyses
are well worth the effort because they will form the backbone of future clinical
molecular diagnostics. OptiChem(TM) supports these new initiatives.
15
High background noise, low sensitivity, and loss of low-abundance sample
targets are significant factors that strongly affect reproducibility.
High-performance surface chemistry is the basis for reliable, consistent
microarray performance. Accelr8 solves the most fundamental problem by providing
a stable, low-interference background and high signal strength. This
breakthrough also brings with it higher sensitivity, target preservation, and
efficient application.
Software Tools
--------------
The Company has been a provider of software tools and consulting services
for the modernization of software applications running on the VMS operating
systems developed by Digital Equipment Corporation ("DEC") and which are
proprietary to Compaq Computer Corporation ("COMPAQ") as a result of its
purchase of DEC. These assets were merged into Hewlett Packard Company ("HP") in
2002. Our consulting services and software conversion tools enable the Company's
customers to analyze and implement conversions to UNIX, Linux and NT operating
systems from VMS in a predictable and cost-effective manner. Our clients include
a number of Fortune 1000 companies and government agencies.
Based upon the significant decline in sales of our software tools and
related consulting services beginning in fiscal year 1999, we have taken steps
to limit the costs associated with the conduct of this business. These steps
included the reduction of the number of personnel whose efforts are directed
towards this business, not renewing the contracts of several members of
management whose primary activities related to this business and reducing the
amount of space occupied by the Company. Management intends to operate this
business at a level that is sufficient to service the needs of existing
customers and to support future sales of software tools. We do not expect to
continue our consulting activities, although if such opportunities arise,
management believes that it may be able to subcontract for the performance of
the necessary services from third parties or former employees. We are also
investigating the possibility of selling these business operations to another
party although no arrangements or understandings currently exist with respect to
the sale of these assets. Management believes that the merger of HP and COMPAQ
provides an opportunity for the Company to provide a practical strategy for the
Digital VMS installed base of customers to adapt their computer software
programs to the next generation of HP hardware solutions, as well as hardware
solutions provided by Sun Microsystems and IBM.
Changes in Results of Operations: Nine months ended April 30, 2003 compared to
Nine months ended April 30, 2002
Consulting fees for the nine months ended April 30, 2003 were $25,000 as
compared to none for the nine months ended April 30, 2002, and represented 3.7%
of net revenues, largely due to a code analysis project for a single customer.
16
Product license and customer support fees for the nine months ended April
30, 2003, were $137,870 a decrease of $23,742 or 14.7% as compared to the nine
months ended April 30, 2002, and represented 20.6% of net revenues. This
decrease was largely due to fewer license and support sales.
Revenues from the resale of purchased software including purchased
maintenance for the nine months ended April 30, 2003 were $475,940 an increase
of $233,858 or 96.6% as compared to the nine months ended April 30, 2002, and
represented 71.2% of net revenues. This increase largely resulted from the sale
of seven additional software tool sets, three of which represented new
customers.
OptiChem(TM) revenues for the nine months ended April 30, 2003 were $36,547
as compared to none for the nine months ended April 30, 2002 and represented
5.5% of net revenues. This product was not available for sale in the period
ended April 30, 2002.
Provision for returns and allowances for the nine months ended April 30,
2003 was $6,405 an increase of $2,725 and represented 1.0% of net revenues.
Due to the above factors, net revenues for the nine months ended April 30,
2003, were $668,952, which represented an increase of $268,938 or 67.2% as
compared to the nine months ended April 30, 2002.
During the nine months ended April 30, 2003, sales to our three largest
customers were $127,323, $78,035, and $67,200, representing 19.0%, 11.7% and
10.0% of our net revenues. In comparison, sales to our three largest customers
were $79,400, $56,650 and $55,744 representing 19.8%, 14.2% and 13.9% of net
revenues for the nine months ended April 30, 2002. The loss of a major customer
could have a significant impact on our financial performance in any given year.
Cost of services for the nine months ended April 30, 2003 was $34,840, a
decrease of $76,381 or 68.7% as compared to the nine months ended April 30,
2002. This decrease resulted largely from a reduction in software engineering
salaries of $69,866 and rent of $9,285 pertaining to the software operations.
Cost of software purchased for resale including purchased maintenance for
the nine months ended April 30, 2003 was $82,901, an increase of $45,959 or 124%
as compared to the nine months ended April 30, 2002. The increase results from
increased revenue from resale of purchased software including purchased
maintenance and variations in the product mix of items purchased.
General and administrative expenses for the nine months ended April 30,
2003 were $607,440 an increase of $144,675 or 31.3% as compared to the nine
months ended April 30, 2002. This increase was largely due to increased deferred
compensation ($99,314) resulting from change in market value of investments in
the deferred compensation trust, professional fees ($35,342) related to
increased accounting fees and legal fees including cost of outside experts
incurred in settlement of class action lawsuit (See Note 8 for summary of
concluded legal matters).
17
Marketing and sales expenses for the nine months ended April 30, 2003 were
$223,907, an increase of $74,675 or 50.0% as compared to the nine months ended
April 30, 2002. This increase was mainly due to increased consulting fees of
$50,586 and $20,632 in marketing expenses, which include advertising,
promotional material and attendance at trade shows offset by a decrease in
telecommunications of $9,131 resulting from a change in telephone system. These
increased costs were largely incurred in developing a market for the OpTest(TM)
technologies.
Research and development expenses for the nine months ended April 30, 2003
were $357,103, an increase of $119,115 or 50.1% as compared to the nine months
ended April 30, 2002. This increase was largely due to an increase in salaried
scientific personnel of $50,079 consulting fees of $25,761 and laboratory
expense and supplies in the amount of $38,222 for the continued development of
the OpTest technologies.
Amortization for the nine months ended April 30, 2003 was $179,955, an
increase of $173,610 as compared to the nine months ended April 30, 2002. During
the second and third quarters of the year ended July 31, 2002, the gross asset
base of intellectual properties increased significantly due to the purchase of
the OpTest(TM) technologies (see discussion in the Company's Form 10-KSB for the
year ended July 31, 2002). The increase in amortization expense results from the
amortization of the OpTest(TM) technologies.
Depreciation for the nine months ended April 30, 2003 was $19,995, an
increase of $4,020 or 25.2% compared to the nine months ended April 30, 2002.
As a result of these factors, loss from operations for the nine months
ended April 30, 2003 was $837,189, an increased loss of $216,735 or 34.9%, as
compared to loss from operations for the nine months ended April 30, 2002.
Interest income for the nine months ended April 30, 2003 was $83,537, a
decrease of $73,351 or 46.8% as compared to the nine months ended April 30,
2002. This decrease was primarily due to decreased interest rates in government
money market funds.
Realized loss on marketable securities held in the deferred compensation
trust for the nine months ended April 30, 2003 was $2,593, a decreased loss of
$2,973 as compared to the nine months ended April 30, 2002. This loss was the
result of selling trust investments offset by interest earned of $4,484.
Unrealized gain on marketable securities held in the deferred compensation trust
for the nine months ended April 30, 2003 was $18,457, compared to unrealized
loss of $79,113 for the nine months ended April 30, 2002. This loss was the
result of changing market value of securities held by the trust.
There was no gain on asset disposal for the nine months ended April 30,
2003 as compared to a gain of $11,153 for the nine months ended April 30, 2002.
This gain resulted mainly from the sale of fully depreciated computer equipment.
There was no loss from abandoned trademarks for the nine months ended April
30, 2003 as compared to a loss of $3,930 for the nine months ended April 30,
2002.
18
The Company recorded an income tax benefit of $138,956 during the nine
months ended April 30, 2003, resulting from the year to date tax operating loss
to be carried back to prior years plus changes in deferred tax assets and
liabilities. There was no benefit in the previous year as the carryback of net
operating loss was limited to three years. The number of carryback years was
extended to five years effective March 6, 2002 as a result of the Job Creation
and Workers Assistance Act of 2002.
As a result of these factors, net loss for the nine months ended April 30,
2003 was $598,832 an increased loss of $57,810 or 10.7% as compared to the nine
months ended April 30, 2002.
Changes in Results of Operations: Three months ended April 30, 2003 compared to
three months ended April 30, 2002
Consulting fees for the three months ended April 30, 2003 were $5,000 as
compared to none for the three months ended April 30, 2002 and represented 1.8%
of net revenues due to support provided for a single customer.
Product license and customer support fees for the three months ended April
30, 2003, were $3,536, a decrease of $44,633 or 92.7%, as compared to the three
months ended April 30, 2002, and represented 1.3% of net revenue. This decrease
was largely due to a lack of major sales during the current period.
Revenues from the resale of purchased software for the three months ended
April 30, 2003 were $252,417, an increase of $178,024 or 239% as compared to the
three months ended April 30, 2002, and represented 91.3% of net revenue. This
increase largely resulted from the sale of five additional software tool sets,
three of which represented new customers.
OptiChem(TM) revenues for the three months ended April 30, 2003, were
$17,945 as compared to none for the three months ended April 30, 2002 and
represented 6.5% of net revenues. This product was not available for sale in
fiscal 2002.
Provision for returns and allowances for the three months ended April 30,
2003 was $2,450 an increase of $1,215 and represented 0.9% of net revenues.
Due to the factors above, net revenues for the three months ended April 30,
2003 were $276,448, an increase of $155,121 or 128%, as compared to the three
months ended April 30, 2002.
During the three months ended April 30, 2003, sales to our three largest
customers were $72,450, $43,125 and $36,900 representing 26.2%, 15.6% and 13.4%
of our net revenues. In comparison, sales to our two largest customer were
$56,650 and $24,100 representing 46.7% and 19.9% of net revenues for the three
months ended April 30, 2002. The loss of a major customer could have a
significant impact on our financial performance in any given year.
19
Cost of services for the three months ended April 30, 2003 was $13,169, a
decrease of $10,974 or 45.5% as compared to the three months ended April 30,
2002. This decrease resulted largely from a reduction in software engineering
salaries of $12,741.
Cost of software purchased for resale for the three months ended April 30,
2003, was $44,137, an increase of $32,401 or 276% as compared to the three
months ended April 30, 2002. The increase in software purchased for resale
results from increased revenue from resale of purchased software and variations
in the product mix of items purchased.
General and administrative expenses for the three months ended April 30,
2003 were $225,515, an increase of $139,972 or 163% as compared to the three
months ended April 30, 2002. The increase was largely due to increased deferred
compensation ($95,214) resulting from change in market value of investments in
the deferred compensation trust, increased consulting fees ($14,103) and
salaries ($17,749).
Marketing and sales expenses for the three months ended April 30, 2003 were
$79,939 an increase of $29,914 or 59.8% as compared to the three months ended
April 30, 2002. This increase was largely due to increased consulting fees of
$23,456. These increased costs were incurred in developing a market for the
OpTest(TM) technologies.
Research and development expenses for the three months ended April 30, 2003
were $128,183 an increase of $44,465 or 53.1% as compared to the three months
ended April 30, 2003. This increase was largely due to an increase in salaried
scientific personnel of $23,809, consulting fees of $9,265 and laboratory
expense and supplies of $11,483 for the continued development of the OpTest
technologies.
Amortization for the three months ended April 30, 2003 was $60,075 as
compared to none for the three months ended April 30, 2002. During the second
and third quarters of the year ended July 31, 2002, the gross asset basis of
intellectual properties increased significantly due to the purchase of the
OpTest(TM) technologies (see discussion in the Company's Form 10-KSB for the
year ended July 31, 2002). The increase in amortization expense results from the
amortization of the OpTest(TM) technologies.
Depreciation for the three months ended April 30, 2003 was $7,695, an
increase of $2,370 or 44.5% compared to the three months ended April 30, 2002.
As a result of these factors, loss from operations for the three months
ended April 30, 2003 was $282,265, an increased loss of $143,102 or 103% as
compared to loss from operations for the three months ended April 30, 2002.
Interest income for the three months ended April 30, 2003 was $22,070, a
decrease of $14,667 or 39.9% as compared to the three months ended April 30,
2002. This decrease was primarily due to decreased interest rates in government
money market funds.
Unrealized gain on marketable securities held in the deferred compensation
trust for the three months ended April 30, 2003 was $45,997, compared to
unrealized loss of $47,877 for the three months ended April 30, 2002. This
decreased loss was the result of changing market value of securities held by the
trust.
20
The Company recorded an income tax benefit of $42,740 during the three
months ended April 30, 2003, resulting from the year to date tax operating loss
to be carried back to prior years plus changes in deferred tax assets and
liabilities. There was no benefit in the previous year as the carryback of net
operating loss was limited to three years. The number of carryback years was
extended to five years effective March 6, 2002 as a result of the Job Creation
and Workers Assistance Act of 2002.
As a result of these factors net loss for the three months ended April 30,
2003 was $171,458, an increased loss of $20,551 or 13.6% as compared to the
three months ended April 30, 2002.
Capital Resources and Liquidity
At April 30, 2003, as compared to July 31, 2002, the Company's current
assets decreased 8.5% from $9,879,124 to $9,038,868; the Company's liquidity, as
measured by cash and cash equivalents, increased by 0.7% from $8,631,192 to
$8,690,771; and the Company's working capital decreased by 4.1% from $9,144,957
to $8,772,640. During the same period, shareholders' equity decreased 3.8% from
$13,744,648 to $13,219,306 as a result of a net loss of $598,832 offset by the
exercise of 100,000 stock options at a price of $.36 and totaling $36,000 and
the cost of consultant option expense on 100,000 options totaling $37,490 during
the nine months ended April 30, 2003.
The Company has historically funded its operations primarily through equity
financing and cash flow generated from operations. The Company anticipates that
current cash balances and working capital plus future positive cash flow from
operations will be sufficient to fund its capital and liquidity needs in the
foreseeable future.
Item 3. Controls and Procedures
-------------------------------
Within the 90-day period prior to the date of this report, our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, our Chief Executive Officer and our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in this quarterly
report on Form 10-QSB. There have been no significant changes in our internal
controls or in other factors which could significantly affect internal controls
subsequent to the date that the Chief Executive Officer and Chief Financial
Officer carried out the evaluation.
21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------
Please see Note 8 to the unaudited financial statements for information
with respect to concluded and pending legal proceedings.
Item 2. Changes in Securities
-----------------------------
None.
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
-------------------------
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
a) Exhibits:
1. Exhibit 99.01 Certification of Officer Pursuant to 18 U.S.C. 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
2. Exhibit 99.02 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
3. Exhibit 99.03 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K: None.
22
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.
Date: June 13, 2003 ACCELR8 TECHNOLOGY CORPORATION
/s/ Thomas V. Geimer
------------------------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and
Chief Financial Officer
/s/ James Godkin
------------------------------------
James Godkin, Principal Accounting
Officer
23