Sanara MedTech Inc. - Quarter Report: 2018 March (Form 10-Q)

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2018

 

Commission File No.    0-11808

 

WOUND MANAGEMENT TECHNOLOGIES, INC.

 

Texas		59-2219994
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

1200 Summit Ave

Suite 414

Fort Worth, Texas 76102

(Address of principal executive offices)

 

(817) 529-2300

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of May 15, 2018, 236,642,901 shares of the Issuer's $.001 par value were outstanding.

 

WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Form 10-Q

 

Quarter Ended March 31, 2018

 

		Page
Part I – Financial Information
ITEM 1.     Financial Statements		3
Unaudited Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017		3
Unaudited Consolidated Statements of Operations for the Three-months Ended March 31, 2018 and 2017		4
Unaudited Consolidated Statements of Cash Flows for the Three-months Ended March 31, 2018 and 2017		5
Notes to Unaudited Consolidated Financial Statements		6
ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk		13
ITEM 4.    Controls and Procedures		14
Part II. Other Information
ITEM 1.    Legal Proceedings		15
ITEM 1A  Risk Factors		15
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds		15
ITEM 3.    Defaults upon Senior Securities		15
ITEM 4.    Mine Safety Disclosures		15
ITEM 5.    Other Information		15
ITEM 6.    Exhibits		16
Signatures		17

 

 

Part I – Financial Information

 

Item 1. Financial Statements

 

Wound Management Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31, 2018 and December 31, 2017

 

	March 31,	December 31,
	2018	2017
Assets
Current assets
Cash	$261,446	$463,189
Accounts receivable, net of allowance for bad debt of $36,400 and $28,910	1,016,290	786,250
Royalty receivable	50,250	50,250
Inventory, net of allowance for obsolescence of $144,897 and $144,996	613,714	711,397
Prepaid and other assets	70,093	26,274
Total current assets	2,011,793	2,037,360
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $60,944 and $56,951	60,516	63,211
Intangible assets, net of accumulated amortization of $451,255 and $434,999	101,035	117,291
Total long-term assets	161,551	180,502
Total assets	$2,173,344	$2,217,862
Liabilities and shareholders' equity
Current liabilities
Accounts payable	$253,203	$225,462
Accounts payable - Related Parties	5,885	60,000
Accrued royalties and payables	102,250	244,422
Accrued bonus and commissions	103,962	46,534
Deferred rent	13,703	13,920
Accrued interest	-	324,986
Convertible notes payable - Related Parties	-	1,200,000
Total current liabilities	479,003	2,115,324
Long-term liabilities
Total long-term liabilities	-	-
Total liabilities	479,003	2,115,324
Stockholders' equity
Series C Convertible Preferred Stock, $10 par value, 100,000 shares authorized; none issued and outstanding as of March 31, 2018 and 85,646 issued and outstanding as of December 31, 2017	-	855,610
Common Stock: $.001 par value; 250,000,000 shares authorized; 236,646,990 issued and 236,642,901 outstanding as of March 31, 2018 and 113,427,943 issued and 113,423,854 outstanding as of December 31, 2017	236,647	113,428
Additional paid-in capital	48,331,967	46,013,982
Treasury stock	(12,039)	(12,039)
Accumulated deficit	(46,862,234)	(46,868,443)
Total shareholders' equity	1,694,341	102,538
Total liabilities and shareholders' equity	$2,173,344	$2,217,862

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

Wound Management Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three-months Ended March 31, 2018 and 2017

(Unaudited)

 

	Three-months Ended
	March 31
	2018	2017
Revenues	$1,961,787	$1,605,246
Cost of goods sold	210,912	173,702
Gross profit	1,750,875	1,431,544
Operating expenses
Selling, general and administrative expenses	1,654,361	1,350,062
Depreciation and amortization	20,248	20,113
Bad debt expense	9,558	3,110
Total operating expenses	1,684,167	1,373,285
Operating income	66,708	58,259
Other income / (expense)
Debt forgiveness	-	39,709
Other income	109	27
Change in fair value of Derivative Liability	-	(134)
Interest expense	(60,608)	(44,803)
Total other income / (expense)	(60,499)	(5,201)
Net income	6,209	53,058
Series C Preferred Stock dividends	(28,061)	(12,936)
Series C Preferred Stock inducement dividends	(103,197)	-
Net income (loss) available to common shareholders	$(125,049)	$40,122
Basic income (loss) per share of Common stock	$(0.00)	$0.00
Diluted income (loss) per share of Common Stock	$(0.00)	$0.00
Weighted average number of common shares outstanding basic	158,903,529	109,983,165
Weighted average number of common shares outstanding diluted	158,903,529	207,423,800

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

Wound Management Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Three-months Ended March 31, 2018 and 2017

(Unaudited)

 

	Three-months Ended
	March 31,
	2018	2017
Cash flows from operating activities:
Net income	$6,209	$53,058
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization	20,248	20,113
Interest expense on convertible debt	60,608	-
Gain on forgiveness of debt	-	(39,709)
Bad debt expense	9,558	3,110
Common stock issued for services	-	59,500
Loss on change in fair value of derivative liabilities	-	134
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(239,598)	80,470
(Increase) decrease in inventory	97,683	46,646
(Increase) decrease in prepaid and other assets	(43,819)	(187,514)
Increase (decrease) in accrued royalties and dividends	(150,672)	(183,166)
Increase (decrease) in accounts payable	27,741	(2,953)
Increase (decrease) in accounts payable related parties	(54,115)	(48,547)
Increase (decrease) in accrued liabilities	65,711	-
Increase (decrease) in accrued interest payable	-	35,014
Net cash flows used in operating activities	(200,446)	(163,844)
Cash flows from investing activities:
Purchase of property and equipment	(1,297)	(114,535)
Net cash flows used in investing activities	(1,297)	(114,535)
Cash flows from financing activities:
Payments on capital lease obligation	-	(1,126)
Payments on debt	-	(72,831)
Cash proceeds from sale of series C Preferred Stock	-	50,050
Net cash flows used in financing activities	-	(23,907)
Net decrease in cash	(201,743)	(302,286)
Cash and cash equivalents, beginning of period	463,189	833,480
Cash and cash equivalents, end of period	$261,446	$531,194
Cash paid during the period for:
Interest	$-	$-
Income taxes	-	-
Supplemental non-cash investing and financing activities:
Common stock issued for dividends on Series C Preferred Stock	15,007	-
Common stock issued for conversion of Series C Preferred Stock	85,561	-
Common stock issued for conversion of Related Party debt and interest	1,585,594	-

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

Wound Management Technologies, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

Note 1 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. and its wholly owned subsidiaries. The accompanying unaudited consolidated balance sheet as of March 31, 2018, and unaudited consolidated statements of operations for the three-months ended March 31, 2018 and 2017, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2017, and December 31, 2016, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries:  Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and Innovate OR, Inc. “InnovateOR” formerly referred to as BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). All intercompany accounts and transactions have been eliminated.

 

Revenue Recognition

 

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the quarter ended March 31, 2018 as a result of applying Topic 606.

 

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.

 

The Company recognizes revenue based on bill and hold arrangements when the seller has transferred to the buyer the significant risks and rewards of ownership of the goods; the seller does not retain effective control over the goods or continuing managerial involvement to the degree usually associated with ownership; the amount of revenue can be measured reliably; it is probable that the economic benefits of the sale will flow to the seller; any costs incurred or to be incurred related to the sale can be measured reliably; it is probable that delivery will be made; the goods are on hand, identified, and ready for delivery; the buyer specifically acknowledges the deferred delivery instructions; and the usual payment terms apply.

 

Royalty revenues include $50,250 in accrued income for each of the three-months ended March 31, 2018 and 2017 from the development and license agreement the Resorbable Orthopedic Products, LLC subsidiary (ROP) executed with BioStructures, LLC in 2011. Royalties of 1.5% are earned on sales of products containing ROP patented resorbable bone hemostasis. As of the date of this filing the minimum royalty due for the first quarter has been received.

 

 

Revenue streams from sales of CellerateRX and HemaQuell products for the three-months ended March 31, 2018 and 2017 are presented below.

 

	Three-months Ended
	March 31,
	2018	2017
CellerateRX Powder	$1,788,276	$1,442,938
CellerateRX Gel	121,164	117,613
HemaQuell	6,600	-
Other revenue	45,747	44,695
Total Revenue	$1,961,787	$1,605,246

 

Contract Assets and Liabilities

 

The Company does not have any contract assets or contract liabilities. 

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging supplies. The Company recorded inventory obsolescence expense of $99 for the three-months ended March 31, 2018, compared to $26,878 for the three-months ended March 31, 2017. The allowance for obsolete and slow-moving inventory had a balance of $144,897 at March 31, 2018, and $144,996 at December 31, 2017.

 

Fair Value Measurements

 

As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

 

The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

 

 Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K.

 

Income Per Share

The Company computes income per share in accordance with Accounting Standards Codification “ASC” Topic No. 260, “Earnings per Share,” which requires the Company to present basic and dilutive income per share when the effect is dilutive. Basic income per share is computed by dividing income available to common shareholders by the weighted average number of common shares available. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the outstanding convertible preferred stock and certain warrants for the three months ended March 31, 2017, was 97,440,635 shares and an adjustment to net income of $12,936.

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASC 842 Leases which is to be effective for reporting periods beginning after December 15, 2018. The Company has reviewed the pronouncement and believes it will not have a material impact on the Company’s financial position, operations or cash flows.

  

Note 2 – Notes Payable

 

Convertible Notes Payable - Related Parties

 

On June 15, 2015, the Company entered into term loan agreements with The James W. Stuckert Revocable Trust (“SRT) and The S. Oden Howell Revocable Trust (“HRT”), pursuant to which SRT made a loan to the Company in the amount of $600,000 and HRT made a loan to the Company in the amount of $600,000 under Senior Secured Convertible Promissory Notes (the “Notes”). Both SRT and HRT are controlled by affiliates of the Company. The Notes each carried an interest rate of 10% per annum, and (subject to various default provisions) all unpaid principal and accrued but unpaid interest under the Notes were due and payable on June 15, 2018. On February 19, 2018, both Notes totaling $1,200,000 plus $385,594 of accrued interest were converted to 22,651,356 common shares of the Company's Common Stock. The accrued interest included $60,608 of interest expense recognized during the first quarter of 2018.

 

Note 3 – Commitments and Contingencies

 

Royalty agreements.

 

Effective January 3, 2008, WCI entered into separate exclusive license agreements with both Applied Nutritionals, LLC (“Applied”) and its founder George Petito (“Petito”), pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. The licenses were limited to the human health care market, (excluding dental and retail) for external wound care (including surgical wounds) and include any new product developments based on the licensed patent and processes and any continuations. Although the term of these licenses expired on February 27, 2018, the agreements permit WCI to continue to sell and distribute products for a period not exceeding six (6) months from the effective termination date.

 

In consideration for the licenses, WCI agreed to pay Applied and Petito, (in the aggregate), the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000; (b) a royalty of 15% of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000 on January 3, 2009; plus (d) a royalty of 3% of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter if the royalty percentage payments made do not meet or exceed that amount. The amounts listed in the two preceding sentences are the aggregate of amounts paid/owed to Applied and Petito) and the Company has paid the minimum aggregate annual royalty payments each year since 2008, including both 2017 and 2016. Sales of CellerateRX occurring after the termination date are subject to the 3% royalty.

 

On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSIACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s Common Stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable.

 

Office leases

 

In March of 2017, and as amended in March 2018, the Company executed a new office lease for office space located at 1200 Summit Ave., Suite 414, Fort Worth, TX 76102. The amended lease is effective May 1, 2018 and ends on June 30, 2021. Monthly base rental payments are as follows: months 1-2, $8,390; months 3-14, $8,565; months 15-26, $8,740; and months 27-38, $8,914. Rent expense is recognized on a straight-line basis over the term of the Lease and the resulting deferred rent liability is $13,703 as of March 31, 2018.

 

 

Payables to Related Parties

 

As of March 31, 2018, and December 31, 2017, the Company had outstanding payables to related parties totaling $5,885 and $60,000, respectively. The payables are unsecured, bear no interest and due on demand.

 

Note 4 - Shareholders’ Equity

 

Preferred Stock

 

On October 11, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 100,000 shares of Series C Preferred Stock, par value $10.00. The Series C Preferred Stock was entitled to accruing dividends (payable, at the Company’s options, in either cash or stock) of 5% per annum until October 10, 2016, and 3% per annum until October 10, 2018.

 

The Series C Preferred Stock was senior to the Company’s Common Stock and any other currently issued series of the Company’s Preferred Stock upon liquidation and was entitled to a liquidation preference per share equal to the original issuance price of such shares of Series C Preferred Stock together with the amount of all accrued but unpaid dividends thereon. Each of the Series C Shares was convertible at the option of the holder into 1,000 shares of Common Stock as provided in the Certificate. Additionally, each holder of Series C Preferred Stock was entitled to vote on all matters submitted for a vote of the holders of Common Stock a number of votes equal to the number of full shares of Common Stock into which such holder’s Series C shares could have been converted.

 

As of December 31, 2017, there were 85,561 shares of Series C Preferred Stock issued and outstanding. In February and March 2018, the Company issued 100,567,691 shares of Common Stock for the conversion of 85,561 shares of Series C Convertible Preferred Stock and $1,050,468 of related Series C dividends. Dividends were converted at $0.07 per share. As of March 31, 2018, there were no shares of Series C Preferred Stock outstanding and all accrued dividends were converted to Common Stock.

 

Series C Preferred dividends were $28,061 and $12,936 for the quarters ended March 31, 2018 and March 31, 2017, respectively. As an inducement to encourage the Series C Preferred Stock shareholders to convert their Series C Preferred Stock to Common Stock prior to October 10, 2018, the Company offered to apply the full dividend, (accelerated to October 10, 2018) upon the shareholders exercise of their conversion. The fair value of the extra shares of Common Stock issued to Series C Stock shareholders was $103,197 for dividends that would have accrued from the date of their conversion through October 10, 2018.

 

Common Stock

 

On March 6, 2018, the Company issued 22,651,356 shares of Common Stock for the conversion of $1,200,000 in Related Party convertible debt and $385,594 in accrued interest. In February and March 2018, the Company issued 100,567,691 shares of Common Stock for the conversion of 85,561 shares of Series C Convertible Preferred Stock and $1,050,468 of related Series C dividends.

 

Warrants

 

A summary of the status of the warrants granted for the three-months ended March 31, 2018, and changes during the period then ended is presented below:

 

	For the Three-months Ended March 31, 2018
	Shares	Weighted Average Exercise Price
Outstanding at beginning of period	5,100,000	$0.06
Granted	-	-
Exercised	-	-
Forfeited	-	-
Expired	-	-
Outstanding at end of period	5,100,000	$0.06

 

	As of March 31, 2018			As of March 31, 2018
	Warrants Outstanding			Warrants Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contract Life	Weighted- Average Exercise Price	Number Exercisable	Weighted-Average Exercise Price
$0.06	4,500,000	0.05	$0.06	4,500,000	$0.06
0.08	200,000	0.37	0.08	200,000	0.08
0.09	400,000	0.23	0.09	400,000	0.09
$0.06 -0.09	5,100,000	.47	$0.06	5,100,000	$0.06

 

The aggregate intrinsic value of the exercisable warrants as of March 31, 2018, was $0.

 

 

Stock Options

 

A summary of the status of the stock options granted for the three-month period ended March 31, 2018, and changes during the period then ended is presented below: 

 

	For the Three-months Ended March 31, 2018
	Options	Weighted Average Exercise Price
Outstanding at beginning of period	1,150,000	$0.06
Granted	-	-
Exercised	-	-
Forfeited	-	-
Expired
Outstanding at end of period	1,150,000	$0.06

 

As of March 31, 2018				As of March 31, 2018
	Stock Options Outstanding			Stock Options Exercisable
Exercise Price	Number Outstanding	Weighted-Average Remaining Contract Life	Weighted- Average Exercise Price	Number Exercisable	Weighted-Average Exercise Price
$0.06	1,150,000	4.75	$0.06	$-	-

 

On December 31, 2017, the Company granted a total of 1,150,000 options to five employees. The shares vest in equal annual amounts over three years and the aggregate fair value of the awards was determined to be $61,322.

 

Note 5 – Related Party Transactions

 

On April 25, 2016, and as amended March 10, 2017, the Company and John Siedhoff, the Chairman of the Company’s Board of Directors, entered into a consulting Agreement. The Agreement provides for compensation payable to an entity controlled by Mr. Siedhoff in the amount of $20,000 per month. The consulting fee expense was $60,000 for the three-months ended March 31, 2018.

  

Note 6 – Subsequent Events

 

On April 3, 2018, the Company announced that it will be operating under a new trade name, “WNDM Medical Inc.”, a registered DBA of Wound Management Technologies, Inc. The purpose of the change was to better align the Company’s name with its innovative and cost-effective products provided across a broad range clinical needs.

As part of the rebrand, the Company also unveiled a new corporate logo and changed its website address to WNDM.com.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 and with the unaudited consolidated financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q.

 

Forward-Looking Statements

 

Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such a statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include but are not limited to the risks discussed in this and our other SEC filings. We do not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.

 

The following discussion and analysis of our financial condition is as of March 31, 2018.  Our results of operations and cash flows should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the year ended December 31, 2017.

 

Business Overview

 

Unless otherwise indicated, we use “WMT,” “the Company,” “we,” “our” and “us” in this report to refer to the businesses of Wound Management Technologies, Inc. and its wholly owned subsidiaries.

 

Wound Management Technologies, Inc. (“WMT” or the “Company”) was organized on December 14, 2001, as a Texas corporation under the name eAppliance Innovations, Inc. In June of 2002, MB Software Corporation, a public corporation formed under the laws of Colorado, merged with the Company (which at the time was a wholly owned subsidiary of MB Software Corporation), and the Company changed its name to MB Software Corporation as part of the merger. In May of 2008, the Company changed its name to Wound Management Technologies, Inc.

 

CellerateRX®/CRXɑ® Activated Collagen®/CRXɑ® Adjuvant, (the “Product”) is cleared by the FDA as a medical device for use on all acute and chronic wounds, except third degree burns, and is offered in both powder and gel form. CellerateRX Wound Care Products are available without a prescription and are currently approved for reimbursement under Medicare Part B. CellerateRX Activated Collagen® Surgical Adjuvant Products are available under a physician’s order. Applied Nutritionals, LLC (“AN”) manufactures the Products and owns the CellerateRX registered trademark. The Company has incurred no research and development costs related to CellerateRX during the last two fiscal years.

 

We believe that the Products are unique in composition, applicability and clinical performance, and demonstrate the ability to reduce costs associated with standard wound management. The Company is focused on delivering the CellerateRX/CRXɑ product lines to hospitals and surgery centers as well as the diabetic care and long-term care markets.

 

Resorbable Orthopedic Products, LLC (“ROP”) a wholly-owned subsidiary of the Company was organized as a Texas limited liability company on August 24, 2009, as part of a transaction to acquire a multi-faceted patent for resorbable bone hemostasis products. ROP is both licensing technology from this patent and also developing products itself. In 2014, the Company entered into a commercial out-license for a bone void filler. The Company began receiving royalties under this agreement in the fourth quarter of 2013. Royalties will continue for the life of the patent which expires in 2023. In 2016 ROP received FDA 510(k) clearance for HemaQuell® Resorbable Bone Hemostat. HemaQuell is a mechanical tamponade for bleeding bone that resorbs within 2-7 days after use. The Company received 510(k) clearance for the resorbable orthopedic hemostat in February of 2016; completed subsequent testing and launched HemaQuell® Resorbable Bone Hemostat in 2017, with our first sales realized in the fourth quarter. The Company is currently focusing its sales efforts in the domestic (United States) market, with an emphasis on orthopedic, cardiovascular, and spine surgeries.

 

Our primary focus is developing and marketing products for the advanced wound care market, with an emphasis on surgical products, as pursued through our wholly owned subsidiaries, WCI and ROP, which brings a unique mix of products, procedures and expertise to the wound care arena including surgical wounds. CellerateRX/CRXɑ® Adjuvant’s unique Activated Collagen® fragments (CRa® are a fraction of the size of the native collagen molecules and particles found in other products, which delivers the benefits of collagen to the body immediately.

  

 

Management Letter

 

Wound Management Technologies, Inc. is pleased to report first quarter 2018 revenue of $1,961,787 which was up 22% compared to prior year and represented an all-time high in quarterly sales for the Company. The higher revenues were the result of our continued success implementing strategic initiatives to grow our sales force, expand our surgical product sales to new customers, and a renewed focus on long-term care. We are also increasing our market presence with continuing case studies by key opinion leaders.

 

The Company also achieved another profitable quarter, as it continues to invest heavily in expanding its sales reach, product development and clinical support. All convertible debt was converted to common shares of the Company's stock in the first quarter of 2018, resulting in zero debt on the balance sheet for the first time in the history of the Company. In addition, all Series C Convertible Preferred Stock shareholders converted their Series C shares and related dividends to common shares of the Company's stock resulting in one class of common shares issued and outstanding as of March 31, 2018.

 

In closing, Wound Management Technologies continues to be well positioned to execute our strategic growth initiatives with a solid go-to-market plan in place.  The Company looks forward to capitalizing on the traction it has built in the market thus far with additional investments in strategic growth, sales, marketing and clinical support for CellerateRX®/CRXɑ® Activated Collagen®/CRXɑ® Adjuvant  and HemaQuell® Resorbable Bone Hemostat .

 

Results of Operations

 

For the three months ended March 31, 2018, compared with the three months ended March 31, 2017:

 

Revenues.  The Company generated revenues of $1,961,787 for the three-months ended March 31, 2018, compared to revenues of $1,605,246 for the three-months ended March 31, 2017, representing a 22% increase in revenues. The higher revenues were the result of our continued success implementing strategic initiatives to grow our sales force, expand our surgical product sales to new customers, and a renewed focus on long-term care. Revenues include $50,250 in royalty income for each of the three-months ended March 31, 2018 and 2017 from the development and license agreement the Resorbable Orthopedic Products, LLC subsidiary (ROP) executed with BioStructures, LLC in 2011.

 

Cost of goods sold. Cost of goods sold for the three-months ended March 31, 2018, was $210,912, compared to costs of goods sold of $173,702 for the three-months ended March 31, 2017. The increase over prior year was consistent with the higher sales volume.

 

Selling, general and administrative expenses (“SG&A"). SG&A expenses for the three-months ended March 31, 2018, were $1,654,361, as compared to SG&A expenses of $1,350,062 for the three-months ended March 31, 2017, a 22% increase in SG&A expenses. SG&A expenses increased primarily due to higher sales commission expense related to the revenue increase, higher payroll expenses as we grow our infrastructure and consulting fees related to strategic initiatives.

 

Operating Income. Operating income for the three-months ended March 31, 2018 was $66,708, compared to operating income of $58,259, representing a 15% increase over prior year. The increase in operating income was primarily due to higher revenues, partially offset by higher SG&A.

 

Interest expense. Interest expense was $60,608 for the three-months ended March 31, 2018, as compared to $44,803 for the three-months ended March 31, 2017 or an increase of 35%. This change was due to additional Related Party interest related to the early conversion of note in 2018.

 

Net income. We had a net income of $6,209 for the three-months ended March 31, 2018, compared to net income of $53,058 for the three-months ended March 31, 2017. The decrease in net income was due to higher Related Party interest expense in 2018, and a gain recognized in 2017 related to debt forgiveness.

 

Liquidity and Capital Resources

 

As a result of the conversion of the two notes payable to related parties totaling $1,200,000, the Company has a working capital surplus of $1,532,790 as of March 31, 2018, an increase of $1,610,754 from the 2017 year-end deficit balance of $77,964.

 

As of March 31, 2018, we had total current assets of $2,011,793, including cash of $261,446 and inventories of $613,714. As of December 31, 2017, our current assets of $2,037,360 included cash of $463,189 and inventories of $711,397.

 

As of March 31, 2018, we had total current liabilities of $479,003. Our current liabilities also include $102,250 of current year accrued payables and royalties. As of December 31, 2017, our current liabilities of $2,115,324 included $1,200,000 of notes payable to related parties. Our current liabilities also included $244,442 of current year accrued payables and royalties, which were paid in full during January of 2018.

 

For the three-months ended March 31, 2018, net cash used in operating activities was $200,446 compared to $163,844 used in the first three-months of 2017.

 

 

In the three-months ended March 31, 2018, net cash used in investing activities was $1,297 compared to $114,535 used in the first three-months of 2017.

 

In the three-months ended March 31, 2018, net cash used in financing activities was $0. For the three-months ended March 31, 2017, financing activities provided $23,907.

 

Off-Balance Sheet Arrangements

 

None.

 

Recent Accounting Pronouncements

 

For the period ended March 31, 2018, there were no changes to our critical accounting policies as identified in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers which is to be effective for reporting periods beginning after December 15, 2017. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the quarter ended March 31, 2018 as a result of applying Topic 606.

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 In February 2016, the FASB issued ASC 842 Leases which is to be effective for reporting periods beginning after December 15, 2018. The Company has reviewed the pronouncement and believes it will not have a material impact on the Company’s financial position, operations or cash flows.

 

Contractual Commitments

 

Effective January 3, 2008, WCI entered into separate exclusive license agreements with both Applied Nutritionals, LLC (“Applied”) and its founder George Petito (“Petito”), pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. The licenses are limited to the human health care market, (excluding dental and retail) for external wound care (including surgical wounds) and include any new product developments based on the licensed patent and processes and any continuations. Although the term of these licenses expired on February 27, 2018, the agreements permit WCI to continue to sell and distribute products for a period not exceeding six (6) months from the effective termination date.

 

In consideration for the licenses, WCI agreed to pay Applied and Petito, (in the aggregate), the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000; (b) a royalty of 15% of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000 on January 3, 2009; plus (d) a royalty of 3% of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter if the royalty percentage payments made do not meet or exceed that amount. The amounts listed in the two preceding sentences are the aggregate of amounts paid/owed to Applied and Petito) and the Company has paid the minimum aggregate annual royalty payments each year since 2008, including both 2017 and 2016. Sales of CellerateRX occurring after the termination date are subject to the 3% royalty.

 

On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSIACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s Common Stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide this information.

 

 

 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

 

 

 

 

Part II — Other Information

 

Item 1.  Legal Proceedings

 

 

Wound Management Technologies, Inc. v. Fox Lake Animal Hospital, PSP: Wound Management Technologies, Inc. instituted litigation in Cause No. 96-263918-13 in the 96th District Court of Tarrant County, Texas against Fox Lake Animal Hospital, PSP and Bohdan Rudawksi, Trustee of the Fox Lake Animal Hospital, PSP. The cause of action asserts that the loan transaction between Wound Management Technologies, Inc. and Fox Lake Animal Hospital PSP involved the collection of illegal usurious interest for the reason that while the face amount of the promissory note is $39,000, but the loan actually loaned for a 6-month period was $25,000, resulting in an interest rate in excess of the maximum rate permitted by the Texas Finance Code. Wound Management Technologies, Inc. is seeking to recover the penalties authorized by the Texas Finance Code, together with the attorney’s fees. Fox Lake Animal hospital and Bohdan Rudawski, Trustee have filed a counterclaim where they allege there were misrepresentations by Wound Management Technologies, Inc. that would excuse them from having to pay penalties under the Texas Finance Code for charging usurious interest. Fox Lake Animal Hospital and Bohdan Rudawski, Trustee further claim that actions asserted violates the Federal Securities Exchange Act and alleged fraud and fraud in the inducement in entering into the promissory note. 

 

Wound Management Technologies, Inc. v. Bohdan Rudawski: Wound Management Technologies, Inc. instituted litigation in Cause No. 352-263856-13 in the 352nd District Court of Tarrant County, Texas against Bohdan Rudawksi. The case has been postponed until September of 2016. The cause of action asserts that the loan transaction between Wound Management Technologies, Inc. and Bohdan Rudawski involved the collection of illegal usurious interest for the reason that while the face amount of the promissory note is $156,000, but the loan actually loaned for a 6-month period was $100,000, charging an effective interest rate of over 100% which violates the provisions of the Texas Finance Code. Wound Management Technologies, Inc. is seeking to recover the penalties authorized by the Texas Finance Code, together with the attorney’s fees. Bohdan Rudawski has filed an answer and alleges there was not an absolute obligation to repay the note, attempting to defeat the usury claim. Bohdan Rudawski has further asserted that the claims violate the Federal Securities Exchange Act and allege fraud of inducement in entering into the promissory note.

 

The 352nd Judicial District Court entered an order in December, 2016 consolidating the Bohdan Rudawski case and the Fox Lake Animal Hospital case into the 352nd Court case. The case was tried and went to the jury on March 22, 2018. The jury, in response to the question concerning the fraud counterclaim, reached a verdict that there was no fraud, therefore, a Judgment should be entered finding that the Defendants take nothing by virtue of their fraud claim.

 

Item 1a.  Risk Factors

As a smaller reporting company, we are not required to provide this information.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.  Defaults Upon Senior Securities

None.

 

Item 4.  Mine Safety Disclosure

This item is not applicable.

 

Item 5.  Other Information

None.

 

Item 6.  Exhibits

 

The following documents are filed as part of this Report:

 

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
31.2*		Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
32.1*		Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
32.2*		Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
101		Interactive Data Files pursuant to Rule 405 of Regulation S-T.

 

*  Filed herewith

 

 

 

 

 

Signatures

 

Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Wound Management Technologies, Inc.
May 15, 2018	By:	/s/ Michael McNeil
		Michael McNeil
		Chief Financial Officer