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 quarter ended January 31, 2003
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _______to_______
Commission file number 0-11485
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ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1072256
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
303 East Seventeenth Avenue, Suite 108, Denver, Colorado 80203
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(Address of principal executive office)
(303) 863-8088
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(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at January 31, 2003
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Common Stock, no par value 9,411,210
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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
January 31, 2003 and July 31, 2002 3
Statements of Operations
for the three months and six months ended
January 31, 2003 and January 31, 2002 4
Statements of Cash Flows
for the six months ended January 31, 2003
and January 31, 2002 5
Notes to Financial Statements 6-14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15-21
Item 3. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities 21
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 Sheet
January 31, July 31,
2003 2002
------------ ------------
ASSETS (Unaudited)
Current Assets:
Cash and cash equivalents $ 9,176,734 $ 8,631,192
Accounts receivable, net 80,907 24,767
Prepaid expenses and other current assets 96,339 61,665
Insurance recovery receivable (Note 6) -- 825,000
Income tax receivable and deferred tax asset 257,255 336,500
------------ ------------
Total current assets 9,611,235 9,879,124
Property and equipment, less accumulated depreciation of
$61,635 and $49,335, respectively 78,305 76,620
Investments 493,118 445,286
Intellectual property, less accumulated
amortization of $278,681 and $158,801, respectively (Note 4) 4,516,974 4,622,904
------------ ------------
Total assets $ 14,699,632 $ 15,023,934
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 145,627 $ 87,599
Accrued liabilities 30,752 29,489
Accrued settlement loss (Note 6) 450,000 450,000
Deferred maintenance revenue 162,462 164,879
Other deferred revenue 3,290 2,200
------------ ------------
Total current liabilities 792,131 734,167
------------ ------------
Long-Term Liabilities:
Deferred tax liabilities 40,348 24,833
Deferred compensation 530,618 520,286
------------ ------------
Total long-term liabilities 570,966 545,119
------------ ------------
Total liabilities 1,363,097 1,279,286
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Shareholders' Equity (Note 3)
Common stock, no par value; 11,000,000 shares authorized;
9,411,210 shares issued and outstanding 12,342,020 12,342,020
Stock to be issued (Note 6) 375,000 375,000
Contributed capital 349,069 329,809
Retained earnings 544,046 971,419
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 13,336,535 13,744,648
------------ ------------
Total liabilities and shareholders' equity $ 14,699,632 $ 15,023,934
============ ============
See accompanying notes to unaudited financial statements.
-3-
Accelr8 Technology Corporation
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
-------------------------- --------------------------
January 31, January 31, January 31, January 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues:
Consulting fees $ 20,000 $ -- $ 20,000 $ --
Product license and customer support fees 85,320 87,517 115,732 117,276
Resale of software purchased 85,448 100,528 242,125 163,857
OptiChem(TM)revenue 13,227 -- 18,601 --
Provision for returns and allowances (1,955) (1,390) (3,955) (2,445)
----------- ----------- ----------- -----------
Net Revenues 202,040 186,655 392,503 278,688
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of services 11,851 35,394 21,671 87,078
Cost of software purchased for resale 8,173 15,548 38,763 25,206
General and administrative 214,588 214,851 381,925 377,223
Marketing and sales 69,425 45,914 143,968 99,207
Research and development 140,347 84,662 228,920 154,270
Amortization 59,940 -- 119,880 6,345
Depreciation 6,150 5,325 12,300 10,650
----------- ----------- ----------- -----------
Total Costs and Expenses 510,474 401,694 947,427 759,979
----------- ----------- ----------- -----------
Loss from operations (308,434) (215,039) (554,924) (481,291)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 28,034 45,136 61,467 120,151
Unrealized (loss) gain on investments (18,935) 24,465 (27,539) (31,236)
Realized (loss) gain on investments (1,150) (1,228) (2,593) (4,262)
Abandoned trademark -- -- -- (3,930)
Gain on asset disposal -- 2,034 -- 10,453
----------- ----------- ----------- -----------
Total other income 7,949 70,407 31,335 91,176
----------- ----------- ----------- -----------
Loss before income taxes (300,485) (144,632) (523,589) (390,115)
Income tax benefit 96,216 -- 96,216 --
----------- ----------- ----------- -----------
Net Loss $ (204,269) $ (144,632) $ (427,373) $ (390,115)
=========== =========== =========== ===========
Net loss per share - basic and diluted $ (.02) $ (.02) $ (.05) $ (.05)
=========== =========== =========== ===========
Weighted average shares outstanding - basic
and diluted 9,411,210 7,763,849 9,411,210 7,698,871
=========== =========== =========== ===========
See accompanying notes to unaudited financial statements.
-4-
Accelr8 Technology Corporation
Statements of Cash Flows
(Unaudited)
Six Months Ended
January 31, January 31,
2003 2002
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (427,373) (390,115)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Amortization 119,880 6,345
Depreciation 12,300 10,650
Increase in fair value of stock options granted
for consulting services 19,260 --
Gain from disposal of assets -- (10,453)
Loss on abandoned trademarks -- 3,929
Unrealized holding loss on investments 27,539 30,939
Realized (gain) loss on sale of investments, interest and
dividends reinvested (371) 282
Income tax receivable and deferred income tax asset 94,760 --
Net change in assets and liabilities:
Accounts receivable (56,140) (29,390)
Insurance recovery receivable 825,000 --
Inventory -- 875
Prepaid expenses (34,674) (30,364)
Accounts payable 58,028 (51,963)
Accrued liabilities 1,263 (190,511)
Deferred maintenance revenue (2,417) (29,550)
Other deferred revenue 1,090 (825)
Other long-term liabilities 10,332 6,235
----------- -----------
Net cash provided by (used in) operating activities 648,477 (673,916)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed assets, net (13,985) --
Proceeds on disposal of assets -- 11,636
Purchase of intellectual property (13,950) (47,660)
Purchase of investments (75,000) (75,000)
----------- -----------
Net cash used in investing activities (102,935) (111,024)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Repurchase of common stock -- (46,674)
Employee stock option exercised -- 1,800
----------- -----------
Net cash provide by (used in) financing activities -- (44,874)
----------- -----------
Net increase (decrease) in cash and cash equivalents 545,542 (829,814)
Cash and cash equivalents, beginning of period 8,631,192 9,522,343
----------- -----------
Cash and cash equivalents, end of period $ 9,176,734 $ 8,692,529
=========== ===========
Supplemental information:
Cash received from income tax refunds $ 190,977 $ --
=========== ===========
See accompanying notes to unaudited financial statements
-5-
Accelr8 Technology Corporation
Notes to Financial Statements
For the six months ended January 31, 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 six month periods ended January 31, 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.
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.
Between August 1, 2002 and January 31, 2003, we did not repurchase any
shares of our common stock. During the six month period ended January 31, 2002,
we repurchased a total of 19,900 shares of our common stock at a cost of
$46,674.
-6-
Common Stock Options
At January 31, 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, plus 100,000 stock options outstanding at a price of $0.36 that
do not expire as long as the recipient remains an employee of the Company. The
remaining number of option shares available for issuance under our stock option
plans is 257,500. For the six months ended January 31, 2003 and 2002, stock
options exercisable into 840,000 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 six months ended January 31, 2002, five thousand stock options
were exercised at a price of $.36 and totaling $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
$19,260 during the six months ended January 31, 2003 was recorded as a charge to
operations.
Stock to be Issued
See Note 6 to unaudited financial statements for discussion.
Note 4. Intellectual Property
Intellectual property consisted of the following: January 31, July 31,
2003 2002
----------- -----------
OpTestTM Technologies $ 4,616,312 $ 4,614,872
Patents 137,177 128,434
Trademarks 42,166 38,399
----------- -----------
4,795,655 4,781,705
Less: Accumulated amortization (278,681) (158,801)
----------- -----------
$ 4,516,974 $ 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.
-7-
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 (6 months) $ 119,880
2004 239,390
2005 239,390
2006 239,390
2007 239,390
Thereafter 3,439,534
----------
$4,516,974
==========
-8-
Note 5. 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 six months ended January 31, 2003 and 2002 are presented for
the principal business segments as follows:
Software Tools
Three Months Ended Support and Biosciences
January 31, 2003 Consulting Business Total
--------------------------- ------------ ------------ ------------
Revenues $ 188,813 $ 13,227 $ 202,040
Costs and expenses 216,197 294,277 510,474
Interest income 28,034 -- 28,034
Segment loss (19,435) (281,050) (300,485)
Tax benefit 6,254 89,962 96,216
Total assets 9,876,748 4,822,884 14,699,632
Intellectual property, net -- 4,516,974 4,516,974
Depreciation and amortization expense 1,800 64,290 66,090
Software Tools
Three Months Ended Support and Biosciences
January 31, 2002 Consulting Business Total
--------------------------- ------------ ------------ ------------
Revenues $ 186,655 $ -- $ 186,655
Costs and expenses 278,435 123,259 401,694
Interest income 45,136 -- 45,136
Segment loss (21,373) (123,259) (144,632)
Total assets 9,450,960 2,855,492 12,306,452
Intellectual property, net -- 2,798,892 2,798,892
Depreciation and amortization expense 1,890 3,435 5,325
Software Tools
Six Months Ended Support and Biosciences
January 31, 2003 Consulting Business Total
--------------------------- ------------ ------------ ------------
Revenues $ 373,902 $ 18,601 $ 392,503
Costs and expenses 421,601 525,826 947,427
Interest income 61,467 -- 61,467
Segment loss (16,364) (507,225) (523,589)
Tax benefit 6,254 89,962 96,216
Total assets 9,876,748 4,822,884 14,699,632
Intellectual property, net -- 4,516,974 4,516,974
Depreciation and amortization expense 3,600 128,580 132,180
-9-
Software Tools
Six Months Ended Support and Biosciences
January 31, 2002 Consulting Business Total
--------------------------- ------------ ------------ ------------
Revenues $ 278,688 $ -- $ 278,688
Costs and expenses 514,262 245,717 759,979
Interest income 120,151 -- 120,151
Segment loss (140,469) (249,646) (390,115)
Total assets 9,450,960 2,855,492 12,306,452
Intellectual property, net -- 2,798,892 2,798,892
Depreciation and amortization expense 3,780 13,215 16,995
Note 6. Legal Proceedings
We are a party to certain legal proceedings, the outcome of which
management believes will not have a significant impact upon our financial
position. We are not able to predict the outcome of the pending legal matters
described below with any degree of certainty, and there can be no assurance that
the resolution of one or more of the cases described below may not have a
material adverse effect on the Company.
Concluded legal matters
On November 16, 1999, the SEC filed suit in the United States District
Court for the District of Colorado against Accelr8 Technology Corporation,
Thomas V. Geimer, Harry J. Fleury, and James Godkin, captioned Securities and
Exchange Commission v. Accelr8 Technology Corporation, et al., and Civil Action
No. 99-D-2203. The SEC sought an injunction permanently restraining and
enjoining each defendant from violating Section 10(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 promulgated
thereunder; Section 13(a) of the Exchange Act, and Rules 12b-20, 13a-1, and
13a-13 promulgated thereunder, and, in addition, that Mr. Geimer and Mr. Godkin
be enjoined from future violations of Section 13(b)(2) of the Exchange Act,
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder related to
securities fraud, Section 13 of the Exchange Act and the rules thereunder relate
to reporting and record keeping. The SEC alleged that the Defendants made
material misrepresentations of fact regarding the capability of certain of the
Company's products, and the Company's financial condition, including its
revenues and earnings. The SEC also alleged that Mr. Geimer and Mr. Godkin
failed to implement, or circumvented, a system of internal accounting controls,
falsified books and records, and made misrepresentations to the Company's
accountants. On July 12, 2001, the Defendants, without admitting or denying the
allegations of the Third Amended Complaint filed by the SEC, consented to the
entry of Final Orders in which the court dismissed the securities fraud claims
against all Defendants with prejudice, made no findings that any violation of
law occurred, and enjoined the Defendants from future violations of Section 13
of the Exchange Act, and the regulations thereunder referred to above. In
addition, Mr. Geimer paid a civil penalty of $65,000, Mr. Fleury paid a civil
penalty of $20,000, and Mr. Godkin paid a civil penalty of $20,000. All costs,
expenses, civil penalties, and liabilities incurred by the Defendants in
defending and settling this matter were borne by the Company. No further action
is anticipated in this matter.
-10-
On May 24, 2000, William Dews, an alleged shareholder filed a derivative
action on behalf of the Company, against Thomas V. Geimer, A. Alexander Arnold
III and David Wilhelm, captioned John William Dews v. Thomas V. Geimer, et al.,
Civil Action No. 00-CV-2785 (District Court, City and County of Denver,
Colorado). That action alleged various breaches of fiduciary duty arising out of
the Company's accounting and public reporting during 1997 through 1999. On
January 4, 2002, the Denver District Court approved a settlement between the
parties pursuant to which the complaint was dismissed without prejudice, with no
payments to be made by or on behalf of the defendants.
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 have answered the Hongerholt derivative complaint, and have 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 to be made by or on behalf of the
defendants.
On July 14, 2000, the Agricultural Excess and Surplus Insurance Company
("AESIC"), which is 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 has 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-
Pending legal matters
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 have been
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 alleges 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 have 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") have reached an agreement in principle to settle the Class Action
against all parties. Under the contemplated settlement, the Company will
contribute to a Settlement Fund $450,000 and 375,000 chares 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 is 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. In the event that final approval of the settlement is not given, the
escrowed funds will be returned, less expenses incurred for the cost of
notification to class members. Although management believes that it is probable
that the settlement agreement will receive final court approval, there can be no
assurance that court approval will occur. In the event that the settlement is
not completed, the litigation will continue. While management believes it has
substantial defenses to the Class Action claims, there is no assurance that the
resolution of the Class Action will not have a material adverse effect on the
Company.
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 has been accrued
as a current liability and the value of the 375,000 shares of stock to be issued
have been recorded in the statement of shareholders' equity as of January 31,
2003 and July 31, 2002. The stock to be issued was valued using the market price
of the Company's common stock on the date the parties agreed to the terms of the
settlement. If the final settlement terms are amended from those stated above,
adjustments to the Company's financial statements would be necessary for the
year ended July 31, 2003. Furthermore, the $825,000 settlement receivable from
AESIC was recorded as a current receivable in the Company's financial statements
as of October 31, 2002 and July 31, 2002. Payment was received on November 5,
2002.
-12-
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. That motion is pending.
While the Company and Messrs. Geimer and Fleury believe they have substantial
defenses to the counterclaims and third-party claims respectively, and intend to
contest those claims vigorously, there can be no assurance that the resolution
of the counterclaims and third party claims will not have a material adverse
effect on the Company.
Note 7. 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 April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement eliminates the current requirement that gains and
losses on debt extinguishment must be classified as extraordinary items in the
income statement. Instead, such gains and losses will be classified as
extraordinary items only if they are deemed to be unusual and infrequent, in
accordance with the current generally accepted accounting standards criteria for
extraordinary classification. In addition, SFAS No. 145 eliminates an
inconsistency in lease accounting by requiring that modifications of capital
leases that result in reclassification as operating leases be accounted for
consistent with sale-leaseback accounting rules. The statement also contains
other nonsubstantive corrections to authoritative accounting literature. We
adopted this standard August 1, 2002 and it had no effect on our financial
statements.
-13-
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses accounting for
restructuring and similar costs. SFAS No. 146 supersedes previous accounting
guidance, principally Emerging Issues Task Force ("EITF") Issue No. 94-3. We
adopted the provisions of SFAS No. 146 for restructuring activities initiated
after December 31, 2002. SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at
the date of a company's commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair
value. Accordingly, SFAS No. 146 may affect the timing of the recognition of
future restructuring costs as well as the amount recognized. Adoption of this
standard did not have any effect 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.
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 January 31, 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 January 31, 2003.
-14-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
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
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
--------
Accelr8 Technology Corporation 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, 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.
-15-
On January 18, 2001, we 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 goal is to compete in the general area of
biosciences, including DNA/RNA assays, protein-based assays and biosensors. Our
proprietary surface chemistry and its quantitative instruments (QuanDx (TM) and
Oter(TM)) support real-time assessment of medical diagnostics, food-borne
pathogens, water-borne pathogens and bio-warfare assessments. 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. However, during the six months
ended January 31, 2003, the Company's OptiChem(TM) slides have been offered
commercially in the microarray marketplace and have resulted in sales revenue of
$18,601.
The scientific agenda has also included the manufacture of a customized
surface for a proteomics customer who is committed to the use of proprietary
probe technology. We believe that successful implementation of this unique
application could, when licensed, contribute to immediate recognition of the
OptiChem(TM) surface chemistry as a new benchmark for diagnostic applications
and could attract other DNA "content" providers for use as a microarray
platform.
Changes in Results of Operations: Six months ended January 31, 2003 compared to
six months ended January 31, 2002
Consulting fees for the six months ended January 31, 2003 were $20,000, as
compared to none for the six months ended January 31, 2002, and represented 5.1%
of net revenues, due to a code analysis project for a single customer.
Product license and customer support fees for the six months ended January
31, 2003, were $115,732 a decrease of $1,544 or 1.3% as compared to the six
months ended January 31, 2002, and represented 29.5% of net revenues.
Revenues from the resale of purchased software including purchased
maintenance for the six months ended January 31, 2003 were $242,125, an increase
of $78,268 or 47.8% as compared to the six months ended January 31, 2002, and
represented 61.7% of net revenues. This increase largely resulted from the sale
of three software tools to a single customer.
OptiChem(TM) revenues for the six months ended January 31, 2003 were
$18,601 as compared to none for the six months ended January 31, 2002 and
represented 4.74% of net revenues. This product was not available for sale in
the period ended January 31, 2002.
Due to the above factors, net revenues for the six months ended January 31,
2003, were $392,503 after a provision of $3,955, or 1% of net revenues for
possible returns and allowances, which represented an increase of $113,815 or
40.8% as compared to the six months ended January 31, 2002.
-16-
During the six months ended January 31, 2003, sales to our three largest
customers were $140,781, $67,200, and $50,725 representing 35.9%, 17.1% and
12.9% of our net revenues. In comparison, sales to our two largest customers
were $79,400 and $55,743, representing 28.5% and 20.0% of net revenues for the
six months ended January 31, 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 six months ended January 31, 2003 was $21,671, a
decrease of $65,407 or 75.1%, as compared to the six months ended January 31,
2002. This decrease resulted largely from a reduction in engineering salaries of
$57,125 and rent of $8,912.
Cost of software purchased for resale including purchased maintenance for
the six months ended January 31, 2003 was $38,763 an increase of $13,557 or
53.8%, as compared to the six months ended January 31, 2002. The increase
results from increased revenue from resale of purchased software including
purchased maintenance and variations in the product mix of items sold.
General and administrative expenses for the six months ended January 31,
2003 were $381,925, an increase of $4,702 or 1.3% as compared to the six months
ended January 31, 2002.
Marketing and sales expenses for the six months ended January 31, 2003,
were $143,968 an increase of $44,761 or 45.1% as compared to the six months
ended January 31, 2002. This increase was mainly due to increased consulting
fees of $27,130 and $21,633 in marketing, which include advertising, promotional
material and attendance at trade shows offset by a decrease in communications of
$10,909 resulting from a change in telephone system. These increased costs were
incurred in developing a market for the OpTest(TM) technologies.
Research and development expenses for the six months ended January 31,2003
were $228,920 an increase of $74,650, or 48.4% as compared to the six months
ended January 31, 2002. This increase was largely due to an increase in salaried
scientific personnel of $26,270, consulting fees of $16,496, rent of $4,975, and
laboratory expense and supplies in the amount of $26,738 for the continued
development of the OpTest technologies.
Amortization for the six months ended January 31, 2003 was $119,880, an
increase of $113,535 as compared to the six months ended January 31, 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 six months ended January 31, 2003 was $12,300, an
increase of $1,650 or 15.5% compared to the six months ended January 31, 2002.
As a result of these factors, loss from operations for the six months ended
January 31, 2003 was $554,924 an increased loss of $73,633 or 15.3% as compared
to loss from operations of $481,291 for the six months ended January 31, 2002.
-17-
Interest income for the six months ended January 31, 2003, was $61,467 a
decrease of $58,684 or 48.9% as compared to the six months ended January 31,
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 six months ended January 31, 2003 was $2,593, a decreased loss of
$1,669 as compared to the six months ended January 31, 2002. This loss was the
result of selling trust investments offset by interest earned of $2,965.
Unrealized loss on marketable securities held in the deferred compensation trust
for the six months ended January 31, 2003 was $27,539 a decreased loss of
$3,697, as compared to the six months ended January 31, 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 six months ended January 31,
2003 as compared to a gain of $10,453 for the six months ended January 31, 2002.
There was no loss from abandoned trademarks for the six months ended
January 31, 2003 as compared to a loss of $3,930 for the six months ended
January 31, 2002.
The Company recorded an income tax receivable of $96,216 during the six
months ended January 31, 2003, resulting from the year to date tax operating
loss to be carried back. There was no benefit in the previous year as carryback
of net operating loss was limited to three years. The number of carryback years
was extended to five years as a result of the Job Creation and Workers
Assistance Act of 2002.
As a result of these factors, net loss for the six months ended January 31,
2003 was $427,373, an increased loss of $37,258 or 9.6% as compared to the six
months ended January 31, 2002.
Changes in Results of Operations: Three months ended January 31, 2003 compared
to three months ended January 31, 2002
Consulting fees for the three months ended January 31, 2003 were $20,000,
as compared to none for the three months ended January 31, 2002 and represented
9.9% of net revenues due to a code analysis project for a single customer.
Product license and customer support fees for the three months ended
January 31, 2003, were $85,320 a decrease of $2,197 or 2.5% as compared to the
three months ended January 31, 2002, and represented 42.2% of net revenue.
Revenues from the resale of purchased software for the three months ended
January 31, 2003, were $85,448 a decrease of $15,080 or 15.0% as compared to the
three months ended January 31, 2002, and represented 42.3% of net revenue. This
license was largely due to not selling a major tool during the period.
-18-
OptiChem(TM) revenues for the three months ended January 31, 2003, were
$13,227, as compared to none for the three months ended January 31, 2002 and
represented 6.6% of net revenues. This product was not available for sale in
fiscal 2002.
Due to the factors above, net revenues for the three months ended January
31, 2003 were $202,040, after a provision of $1,955 or 1% of net revenues for
possible returns and allowances, an increase of $15,385 or 8.2% as compared to
the three months ended January 31, 2002.
During the three months ended January 31, 2003, sales to our two largest
customers were $59,406 and $50,000 representing 29.4% and 24.7% of our net
revenues. In comparison, sales to our largest customer was $79,400 representing
42.5% of net revenues for the three months ended January 31, 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 three months ended January 31, 2003 was $11,851 a
decrease of $23,543 or 66.5% as compared to the three months ended January 31,
2002. This decrease resulted largely from a reduction in engineering salaries of
$22,184.
Cost of software purchased for resale for the three months ended January
31, 2003, was $8,173 a decrease of $7,375 or 47.4% as compared to the three
months ended January 31, 2002. The decrease in software purchased for resale
results from decreased revenue from resale of purchased software and variations
in the product mix of items sold.
General and administrative expenses for the three months ended January 31,
2003 were $214,588 a decrease of $263 as compared to the three months ended
January 31, 2002.
Marketing and sales expenses for the three months ended January 31, 2003
were $69,425 an increase of $23,511 or 51.2% as compared to the three months
ended January 31, 2002. This increase was largely due to increased consulting
fees of $17,505. These increased costs were incurred in developing a market for
the OpTest(TM) technologies.
Research and development expenses for the three months ended January 31,
2003 were $140,347 an increase of $55,685 or 65.8% as compared to the three
months ended January 31, 2003. This increase was largely due to an increase in
salaried scientific personnel of $16,598, consulting fees of $18,588, rent of
$3,705, and laboratory expense and supplies of $14,720 for the continued
development of the OpTest technologies.
Amortization for the three months ended January 31, 2003 was $59,940, as
compared to none for the three months ended January 31, 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 January 31, 2003 was $6,150, an
increase of $825 or 15.5% compared to the three months ended January 31, 2002.
-19-
As a result of these factors, loss from operations for the three months
ended January 31, 2003 was $308,434 an increased loss of $93,395 or 43.4% as
compared to loss from operations for the three months ended January 31, 2002.
Interest income for the three months ended January 31, 2003 was $28,034 a
decrease of $17,102 or 37.9% as compared to the three months ended January 31,
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 three months ended January 31, 2003 was $1,150 a decrease of $78
as compared to the three months ended January 31, 2002. Unrealized loss on
marketable securities held in the deferred compensation trust for the three
months ended January 31, 2003 was $18,935 an increased loss of $43,400 as
compared to the three months ended January 31, 2002. This loss was the result of
changing market value of securities held by the trust.
There was no gain or loss on asset disposal for the three months ended
January 31, 2003 as compared to a gain of $2,034 for the three months ended
January 31, 2002.
The Company recorded an income tax receivable of $96,216 during the three
months ended January 31, 2003, resulting from the year to date tax operating
loss to be carried back. There was no benefit in the previous year as carryback
of net operating loss was limited to three years. The number of carryback years
was extended to five years 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 January
31, 2003 was $204,269, an increased loss of $59,637 or 41.2% as compared to the
three months ended January 31, 2002.
Capital Resources and Liquidity
At January 31, 2003, as compared to July 31, 2002, our current assets
decreased 2.7% from $9,879,124 to $9,611,235 and our liquidity, as measured by
cash and cash equivalents, increased by 6.3% from $8,631,192 to $9,176,734. At
January 31, 2003, as compared to July 31, 2002, our working capital decreased
3.6% from $9,144,957 to $8,819,104. During the same period, shareholders' equity
decreased 3.0% from $13,744,648 to $13,336,535, largely as a result of the net
loss of $427,373 during the six months ended January 31, 2003.
We have historically funded our operations primarily through equity
financing and cash flow generated from operations. We anticipate that current
cash balances and working capital plus future positive cash flow from operations
will be sufficient to fund our capital and liquidity needs in the foreseeable
future.
-20-
Contractual Obligations
The following tables set forth information with respect to our contractual
obligations and commercial commitments as of January 31, 2003.
Payments due by Period
-------------------------------- ---------------- --------------- ------------------- ------------------------
Total 1 to 3 years 4 to 5 years More than 5 years
-------------------------------- ---------------- --------------- ------------------- ------------------------
Laboratory Lease Payments(1) $111,077 $111,077 0 0
-------------------------------- ---------------- --------------- ------------------- ------------------------
Thomas V. Geimer $1,189,615 $720,000 469,615 0
Employment Contract(2)
-------------------------------- ---------------- --------------- ------------------- ------------------------
(1) We have a three year lease agreement that began on October 1, 2002 for our
laboratory located at 7000 Broadway, Denver Colorado 80221.
(2) Calculated as of January 31, 2003. Effective December 1, 2002, a new
employment agreement was negotiated and approved by the Compensation
Committee. The new agreement provides for an annual base salary of $165,000
with annual deferred compensation of $75,000. The new agreement expires on
December 31, 2007. Additionally, in the event of a change in control, any
unpaid amounts due under the initial term of the agreement for both base
salary and deferred compensation would be payable plus five times the sum
of the base salary and deferred compensation. A copy of Mr. Geimer's
employment contract is attached hereto as Exhibit 10.1.
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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
Please see Note 6 to the unaudited financial statements for information
with respect to concluded and pending legal proceedings.
Item 2. Changes in Securities
------------------------------
None.
-21-
Item 3. Defaults Upon Senior Securities
----------------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
None.
Item 5. Other Information
--------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
a) Exhibits:
1. Exhibit 10.1 Thomas V. Geimer Employment Agreement
2. Exhibit 99.01 Certification of Officers Pursuant to 18 U.S.C. 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
3. Exhibit 99.02 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
4. 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: March 14, 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-