<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
-----------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
--------- ------------
COMMISSION FILE NUMBER: 000-23-661
-----------------
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
MICHIGAN 38 -3317208
-------- -----------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
28025 OAKLAND OAKS DRIVE
WIXOM, MICHIGAN 48393
---------------------
(Address of principal executive offices)
Issuer's telephone number (248) 449-3353
(NONE)
------
(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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: 4,830,450 Common Shares
outstanding and 3,625,000 Common Share Purchase Warrants outstanding as of May
8, 1998.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(WHOLE DOLLARS)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, 1998
--------------
<S> <C>
ASSETS
Cash and Cash Item .................................................................................... $ 3,535,561
Accounts Receivable, net of allowance for doubtful accounts of $30,000 ................................ 378,415
Inventory ............................................................................................. 264,745
Other Current Assets .................................................................................. 73,738
-----------
TOTAL CURRENT ASSETS .............................................................................. 4,252,459
Property and Equipment, net ........................................................................... 684,668
Other Noncurrent Assets ............................................................................... 177,937
Excess of Purchase Price over Fair Value of Net Assets Acquired, net .................................. 1,392,679
-----------
TOTAL ASSETS...................................................................................... $ 6,507,743
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts Payable ...................................................................................... $ 435,933
Accrued Liabilities ................................................................................... 103,311
-----------
TOTAL CURRENT LIABILITIES ........................................................................ 539,244
SHAREHOLDERS' EQUITY:
Common Shares, no par value, 4,923,750 shares issued and outstanding ................................. 8,170,868
Common Share Purchase Warrants, 3,625,000 warrants issued and outstanding ............................ 251,150
Deficit ............................................................................................... (2,453,519)
-----------
5,968,499
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ....................................................... $ 6,507,743
===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
2
<PAGE> 3
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31
(WHOLE DOLLARS)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
SALES....................................................... $ 973,160 $ 338,852
Cost of Sales .............................................. 1,134,579 467,476
----------- -----------
GROSS DEFICIT ............................................ (161,419) (128,624)
Selling, General and Administrative ........................ 389,273 220,192
----------- -----------
OPERATING LOSS ........................................... (550,692) (348,816)
Interest Income (Expense), net ............................. 11,107 (16,221)
----------- -----------
NET LOSS ................................................. $ (539,585) $ (365,037)
=========== ===========
Average shares outstanding ................................. 4,417,405 2,618,750
BASIC AND DILUTED LOSS PER SHARE............................ $ (.12) $ (.14)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE> 4
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(WHOLE DOLLARS)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..................................................................... $ (539,585) $ (365,037)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and Amortization ............................................. 85,446 32,714
----------- -----------
(454,139) (332,323)
Changes in Working Capital:
Decrease (Increase) in Accounts Receivable .............................. 8,849 (38,019)
Decrease in Inventory ................................................... 28,974 1,428
Increase in Other Current Assets ........................................ (17,303) (30,419)
Decrease in Accounts Payable ............................................ (601,900) (76,274)
Increase (Decrease) in Other Liabilities ................................ (379,538) 24,958
----------- -----------
Net change in Working Capital ........................................ (960,918) (118,326)
NET CASH USED IN OPERATIONS ......................................... (1,415,057) (450,649)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Business, net of cash acquired ................................... -- (508,887)
Purchase of Equipment ........................................................ (25,708) (5,187)
Purchase of Certificate of Deposit ........................................... -- (25,000)
----------- -----------
CASH USED IN INVESTING ACTIVITIES .................................... (25,708) (539,074)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Shares .................................................... 5,932,749 1,216,680
Issuance of Common Share Purchase Warrants ................................... 251,150 --
Repayment of notes payable ................................................... (200,000) --
Redemption of Series A Preferred Stock ...................................... (1,095,915) --
Deposits paid on leases ........................................................ -- (138,397)
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES ................................. 4,887,984 1,078,283
INCREASE IN CASH ............................................................... 3,447,219 88,560
AT BEGINNING OF PERIOD ......................................................... 88,342 --
----------- -----------
CASH AT END OF PERIOD .......................................................... $ 3,535,561 $ 88,560
=========== ===========
</TABLE>
Interest paid upon the redemption of the Series A Preferred Stock was $62,272.
The accompanying notes are an integral part of the
consolidated financial statements.
4
<PAGE> 5
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND CAPITALIZATION
Rockwell Medical Technologies, Inc. (the "Company") was incorporated on
October 25, 1996 for the purpose of purchasing and operating the business of
Rockwell Medical Supplies, L.L.C. and its sister company, Rockwell
Transportation, L.L.C. (collectively, the "Predecessor Companies"). The Company
is, and the Predecessor Companies were, in the business of manufacturing and
distributing hemodialysis concentrates and dialysis kits to hemodialysis
clinics. The Company also packages, sells and distributes ancillary products
related to the hemodialysis process, as did the Predecessor Companies.
The Company is regulated by the Federal Food and Drug Administration under
the Federal Drug and Cosmetics Act, as well as by other federal, state and local
agencies. In March 1996 the Predecessor Companies received 510(k) approval from
the FDA to market hemodialysis solutions and powders, which commenced in May
1996. The 510(k) approval was assigned to the Company in connection with the
purchase of the Predecessor Companies.
Effective February 19, 1997 the Company purchased the assets and assumed
certain liabilities of the Predecessor Companies for an initial purchase price
of approximately $2.4 million, excluding liabilities assumed. The transaction
was accounted for using the purchase method of accounting. The initial purchase
price was allocated to assets acquired and liabilities assumed based on the
estimated fair market value at the date of acquisition.
During the first quarter ended March 31, 1998, the Company issued 1,800,000
Common Shares and 3,105,000 Common Share Purchase Warrants pursuant to a
Registration Statement filed with the Securities and Exchange Commission. The
offering price was $4.00 per share for the Common Shares and $.10 per warrant
for the Common Share Purchase Warrants. Net proceeds from this offering were
approximately $5.9 million. Proceeds were used to redeem the Series A Preferred
Shares, repay the Notes Payable and reduce Accounts Payable. The balance of the
funds was invested in short-term cash investments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements of the Company include the accounts of
Rockwell Medical Technologies, Inc. and its wholly-owned subsidiary, Rockwell
Transportation, Inc. All intercompany balances and transactions have been
eliminated. The results of operations and cash flows are presented from October
25, 1996 (the date of inception) through March 31, 1997 and January 1, 1998
through March 31, 1998. During the period October 25, 1996 through December 31,
1996 the Company incurred and accrued expenses of $49 thousand, primarily
consulting fees, in conjunction with the initial organization of the Company.
COMPREHENSIVE INCOME
A Statement of Comprehensive Income for the periods ended March 31, 1998 and
1997 is not presented in accordance with Statement of Financial Accounting
Standard No. 130 as the Company has no Comprehensive Income.
5
<PAGE> 6
3. INVENTORY
Components of inventory are as follows:
<TABLE>
<S> <C>
Raw Materials .......................................... $162,143
Finished Goods ......................................... 102,602
--------
Total ............................................. $264,745
========
</TABLE>
4. RELATED PARTY TRANSACTIONS
In July 1997, the Company obtained a demand loan from Karen Bagley in the
amount of $100,000 and in November 1997 the Company obtained a loan from Michael
J. Xirinachs in the amount of $100,000 due February 11, 1998. The loans bear
interest at an annual rate of 24%. These loans were repaid during the period
ended March 31, 1998 with the proceeds of the Initial Public Offering. Karen
Bagley is the wife of Patrick Bagley, whose firm serves as legal counsel to the
Company on certain matters and also to Mr. Robert L. Chioini in a personal
capacity. Michael J. Xirinachs is a founder and a Director of the Company.
During each of the periods ended March 31, 1997 and 1998, the Company paid
fees to the consulting firm of Wall Street Partners, Inc. for financial and
management services of $75,000. The principals of the consulting firm are
shareholders of the Company and members of the Board of Directors.
ITEM 6. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
Financial results for the period ended March 31, 1997 include the results of
operations of the Company from the purchase of the Predecessor Company on
February 19, 1997 through March 31, 1997. Sales for the three months ended March
31, 1998 and 1997 were $973.2 thousand and $338.9 thousand respectively, an
increase of 43% after adjusting for the short period of operating results in
1997.
Product line sales of acid concentrate increased 20%, bicarbonate powder sales
increased 170%, and the ancillary product lines were comparable in the period
ended March 31, 1998 as compared to the same period in 1997 after adjusting for
the short period of operations. Sales of the acid concentrate reflect increased
market penetration by the company primarily due to a new customer attained in
mid 1997. Bicarbonate powder sales partially increased as a result of the
inability of a competitor to manufacture bicarbonate and clinics substituted the
company's powder formulation for our competitors' product.
Gross margin before distribution costs increased to $317.2 thousand (16% of
sales) in the period ended March 31, 1998 compared to a deficit of ($26.9)
thousand in the same period in 1997. Production efficiencies, lower material
costs, and greater volume contributed to this positive margin in 1998.
Distribution expense as a per cent of sales was comparable for the periods ended
March 31, 1998 and 1997.
Selling, General and Administrative expense decreased as a percent of sales from
65% in the three months ended March 31, 1997 to 40% in the three months ended
March 31, 1998. The gross increase in Selling, General and Administrative costs
was $169 thousand in 1998 as compared to 1997. Costs in the 1998 period, for
which no expense was recorded in 1997, include compensation expense associated
with the company's stock option plan of $31 thousand and investor
6
<PAGE> 7
relations and expenses incurred in fulfilling regulatory disclosure requirements
of approximately $27 thousand. The balance of the increase was attributable to
the increased volume of sales.
Basic loss per share improved to ($.12) for the period ended March 31, 1998 from
a loss per share of ($.14) for the comparable period in 1997. Although the net
loss of the company increased the loss per share improved as a result of the
increased shares outstanding in the first quarter of 1998 compared to 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company issued 1,800,000 Common Shares and 3,105,000 Common Share Purchase
Warrants pursuant to a Registration Statement filed with the Securities and
Exchange Commission on January 26,1998 (the "IPO"). The completion of the IPO
resulted in cash and cash investments position at March 31, 1998 of $3.6
million. This cash reserve balance is net of the IPO proceeds of $5.9 million
after payments for redemption of the Series A Preferred Shares ($1.1 million),
payments of accounts payable and certain liabilities ($700 thousand), and
repayment of promissory notes ($200 thousand). In addition, operating cash
requirements of $454 thousand for the quarter ended March 31, 1998 used a
portion of the proceeds.
7
<PAGE> 8
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule
27.2 Financial Data Schedule
(b) Reports on Form 8-K
(None)
8
<PAGE> 9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Registrant)
Date May 15, 1998 /s/ ROBERT L. CHIOINI
--------------------------------
Robert L. Chioini
President, Chief Executive
Officer and Director (Principal
Executive Officer)
Date May 15, 1998 /s/ JAMES J. CONNOR
---------------------------------
James J. Connor
Vice President of Finance, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal Accounting
Officer)
9
<PAGE> 10
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27.1 Financial Data Schedule
27.2 Financial Data Scheudle
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-30-1998
<CASH> 3,535,561
<SECURITIES> 0
<RECEIVABLES> 408,415
<ALLOWANCES> 30,000
<INVENTORY> 264,745
<CURRENT-ASSETS> 4,252,459
<PP&E> 852,797
<DEPRECIATION> 168,129
<TOTAL-ASSETS> 6,507,743
<CURRENT-LIABILITIES> 539,244
<BONDS> 0
0
0
<COMMON> 8,170,868
<OTHER-SE> 251,150
<TOTAL-LIABILITY-AND-EQUITY> 6,507,743
<SALES> 973,160
<TOTAL-REVENUES> 973,160
<CGS> 1,134,579
<TOTAL-COSTS> 1,134,579
<OTHER-EXPENSES> 389,273
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (539,585)
<INCOME-TAX> 0
<INCOME-CONTINUING> (539,585)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (539,585)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 338,852
<TOTAL-REVENUES> 338,852
<CGS> 467,476
<TOTAL-COSTS> 467,476
<OTHER-EXPENSES> 220,192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,221
<INCOME-PRETAX> (365,037)
<INCOME-TAX> 0
<INCOME-CONTINUING> (365,037)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (365,037)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
