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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
-----------------
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
[ ] TRANSITION REPORT UNDER 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 jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
-------------------------------
(Address of principal executive offices)
(248) 960-9009
---------------------------
(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
[ ]
State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date: 8,543,772 Common Shares
outstanding and 3,761,071 Common Share Purchase Warrants outstanding as of May
1, 2004.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
(Whole Dollars)
MARCH 31, DECEMBER 31,
2004 2003
------------ ------------
ASSETS
Cash and Cash Equivalents ..................................................... $ 368,563 $ 106,639
Restricted Cash and Cash Equivalents .......................................... 8,662 8,662
Accounts Receivable, net of a reserve of $34,500 in 2004 and $34,500 in 2003 .. 2,133,905 2,169,564
Inventory ..................................................................... 1,611,053 1,350,291
Other Current Assets .......................................................... 147,472 103,971
------------ ------------
Total Current Assets ....................................................... 4,269,655 3,739,127
Property and Equipment, net ................................................... 2,152,270 1,943,376
Intangible Assets ............................................................. 307,952 314,071
Goodwill ...................................................................... 920,745 920,745
Other Non-current Assets ...................................................... 125,558 127,467
------------ ------------
Total Assets .............................................................. $ 7,776,180 $ 7,044,786
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Short Term Borrowings ......................................................... $ 482,114 $ 642,018
Notes Payable & Capitalized Lease Obligations ................................. 327,854 307,959
Accounts Payable .............................................................. 2,236,559 1,666,952
Accrued Liabilities ........................................................... 441,222 329,519
------------ ------------
Total Current Liabilities ................................................. 3,487,749 2,946,448
Long Term Notes Payable & Capitalized Lease Obligations ....................... 1,013,949 926,230
Shareholders' Equity:
Common Share, no par value, 8,543,772 and 8,519,405 shares issued and
outstanding ................................................................. 11,854,377 11,832,220
Common Share Purchase Warrants, 3,761,071 and 3,766,071 shares issued and
outstanding ................................................................. 320,150 320,150
Accumulated Deficit ........................................................... (8,900,045) (8,980,262)
------------ ------------
Total Shareholders' Equity ................................................ 3,274,482 3,172,108
------------ ------------
Total Liabilities And Shareholders' Equity ................................ $ 7,776,180 $ 7,044,786
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
2
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
(WHOLE DOLLARS)
(Unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2004 MARCH 31, 2003
-------------- --------------
SALES ....................................... $ 4,307,844 $ 3,434,737
Cost of Sales ............................... 3,612,884 2,961,937
----------- -----------
GROSS PROFIT .............................. 694,960 472,800
Selling, General and Administrative ......... 570,411 520,235
----------- -----------
OPERATING INCOME (LOSS) ................... 124,549 (47,435)
Interest Expense, net ....................... 44,332 39,358
----------- -----------
NET INCOME (LOSS) ......................... $ 80,217 $ (86,793)
=========== ===========
BASIC & DILUTED EARNINGS (LOSS) PER SHARE ... $ .01 $ (.01)
The accompanying notes are an integral part of the consolidated financial
statements.
3
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
(WHOLE DOLLARS)
(Unaudited)
2004 2003
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) ................................................ $ 80,217 $ (86,793)
Adjustments To Reconcile Net Income (Loss) To Net Cash Used For
Operating Activities:
Depreciation and Amortization .................................. 145,316 104,996
Compensation Recognized for Stock Options & Warrants ........... -0- 26,250
Changes in Assets and Liabilities:
Decrease (Increase) in Accounts Receivable .................... 35,659 (100,302)
(Increase) in Inventory ...................................... (260,762) (54,718)
Decrease (Increase) in Other Assets ........................... (41,592) 13,955
Increase in Accounts Payable .................................. 569,607 15,906
Increase (Decrease) in Other Liabilities ...................... 111,703 (16,898)
----------- -----------
Changes in Assets and Liabilities ........................... 414,615 (142,057)
----------- -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ......... 640,148 (97,604)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in Restricted Cash Equivalents ..................... - (1,140)
Purchase of Equipment ......................................... (162,443) (31,312)
----------- -----------
CASH (USED IN) INVESTING ACTIVITIES ...................... (162,443) (32,452)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Borrowing on Line of Credit ..................... 4,038,968 3,482,907
Payments on Line of Credit .................................... (4,198,872) (3,234,415)
Payments on Notes Payable and Capital Lease Obligations........ (78,034) (68,105)
Issuance of Common Shares ..................................... 22,157 ---
----------- -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES .......... (215,781) 180,387
INCREASE IN CASH ................................................... 261,924 50,331
CASH AT BEGINNING OF PERIOD ........................................ 106,639 133
----------- -----------
CASH AT END OF PERIOD .............................................. $ 368,563 $ 50,464
=========== ===========
Supplemental Cash Flow Disclosure:
Interest Paid ............................................. $ 44,378 $ 39,409
=========== ===========
Non-Cash Investing and Financing Activity -
Equipment Acquired Under Capital Lease Obligations ........ $ 185,648 $- 0-
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
4
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
We manufacture, sell and distribute hemodialysis concentrates and other
ancillary medical products and supplies used in the treatment of patients with
kidneys that do not function properly. We supply our products to medical service
providers who treat patients with kidney disease. Our products are used to
cleanse patients' blood and replace nutrients lost during the kidney dialysis
process. We primarily sell our products in the United States.
We are regulated by the United States Food and Drug Administration (the
"FDA") under the Federal Drug and Cosmetics Act, as well as by other Federal,
state and local agencies. We have received 510(k) approval from the FDA to
market hemodialysis solutions and powders. We also have 510(k) approval to sell
our Dri-Sate Dry Acid Concentrate product line and Dri-Sate Mixer.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Our consolidated financial statements include our accounts and the accounts
of our wholly owned subsidiary, Rockwell Transportation, Inc. All intercompany
balances and transactions have been eliminated.
In the opinion of our management, all adjustments have been included which
are necessary to make the financial statements not misleading. All of these
adjustments that are material are of a normal and recurring nature. Our
operating results for the three month period ended March 31, 2004 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2004. You should read our unaudited interim financial statements
together with the financial statements and related footnotes for the year ended
December 31, 2003 included in our Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003. Our Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003 includes a description of our significant
accounting policies.
EARNINGS PER SHARE
We computed our basic earnings (loss) per share using weighted average
shares outstanding for each respective period. Diluted earnings per share also
reflect the weighted average impact from the date of issuance of all potentially
dilutive securities, consisting of stock options and common share purchase
warrants, unless inclusion would have had an antidilutive effect. Actual
weighted average shares outstanding used in calculating basic and diluted
earnings per share were:
Three months ended
March 31,
---------------------
2004 2003
--------- ---------
Weighted Average Shares Outstanding 8,535,524 8,488,283
Effect of Dilutive Securities 801,956 -
--------- ---------
Diluted Shares Outstanding 9,337,480 8,488,283
========= =========
5
3. LINE OF CREDIT
As of March 28, 2003, we renewed and expanded our credit facility under a
$2,500,000 revolving line of credit facility with a financial institution. The
two year loan facility is secured by our accounts receivable and other assets.
We are obligated to pay interest at the rate of two percentage points over the
prime rate, plus other fees aggregating .25% of the loan balance. As of March
31, 2004, our outstanding borrowings under this loan facility were $482,114.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Some of the statements in this report are forward-looking statements.
These forward-looking statements include statements relating to our performance
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations. In addition, we may make forward-looking statements in future
filings with the Securities and Exchange Commission and in written material,
press releases and oral statements. Forward-looking statements include
statements regarding the intent, belief or current expectations of us or our
officers, including statements preceded by, followed by or including
forward-looking terminology such as "may,", "might", "will," "should,"
"believe," "expect," "anticipate," "estimate," "continue," "predict",
"forecast", "projected" or similar expressions, with respect to various matters.
Our actual results might differ materially from those projected in the
forward-looking statements depending on various important factors. These
important factors include the cost of obtaining FDA approval to market our new
iron supplemented dialysate product, the challenges associated with developing
new products, the uncertainty of acceptance of our products by the hemodialysis
community, competition in our market, and the other factors discussed under the
caption "Risk Factors" in our Registration Statement on Form SB-2 (file no.
333-31991) effective January 26, 1998 and elsewhere in our public filings and in
this report, all of which constitute cautionary statements identifying important
factors with respect to the forward-looking statements, including risks and
uncertainties, that could cause actual results to differ materially from those
in the forward-looking statements.
All forward-looking statements in this report are based on information
available to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise.
OVERVIEW
We operate in a single business segment; the manufacture and distribution of
hemodialysis concentrates, dialysis kits and ancillary products used in the
dialysis process. Our business has gained market share each year since our
inception in 1996. Our sales have grown each year since we started. We incurred
losses each year since we started until 2003 when the volume of our sales
exceeded the cost of operating our business. We increased our sales by over 30%
in 2003, allowing us to more fully utilize our facilities, equipment and staff,
and causing our gross profit margins to increase. Those trends continued in the
first quarter of 2004.
We believe that our core concentrate and supply business can continue to be
profitable. The dialysis supply market is very competitive and we compete
against companies with substantially greater resources than us. We expect to
continue to grow our business while executing our strategic plan to expand our
product lines, to expand our geographic reach and to develop our proprietary
technology.
We are seeking to gain FDA approval for our iron supplemented dialysate
product which we also refer to as dialysate iron. We believe our iron
supplemented dialysate product has potential to compete in the iron maintenance
therapy market. If we are successful in introducing our dialysate iron product,
we believe it is possible that we may also increase our market share for the
other products we sell. The cost to obtain regulatory approval for a drug in the
United States is expensive and we expect that the development costs of our iron
supplemented dialysate product will require us to raise additional funds or
collaborate with a strategic partner. We expect to incur substantial costs to
conduct required clinical trials and to obtain marketing approval which may
offset some or all of any profits generated from sales of our existing
6
products during the approval process. We expect this process to take between one
and three years and we might not be successful.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004
Our sales in the first quarter of 2004 were $4,307,844. Sales increased
$873,107 or 25.4% over our sales in the first quarter of 2003. Sales of our
dialysis concentrates, which make up the majority of our sales, increased by 30%
over the first quarter last year. We also realized sales increases in our
ancillary product lines which increased 13% in total.
Our dialysis concentrate sales increase was led by the development of
new business primarily for our Dri-Sate Dry Acid concentrate product line which
utilizes our patented Dri-Sate Dry Acid Mixing System. Dri-Sate Dry Acid unit
volumes increased by 32% over the first quarter of 2003. Similarly, sales of our
bicarbonate product lines grew by 33% over the first quarter of 2003 due to unit
volume growth.
Gross profit increased to $694,960 in the first quarter of 2004 with
gross profit margins increasing to 16.1% which was 2.4 percentage points higher
than our gross profit margins in the first quarter of 2003. Gross profit
increased by 47% or $222,160 as compared to the first quarter of 2003. Higher
gross profit and improved gross profit margins were primarily due to increased
sales volumes. Higher sales translated into higher plant production volumes
which lowered manufacturing costs per unit. However, increases in the global
cost of oil translated into higher delivery costs and increased material costs
for our products. Improvement in our margins was reduced as a result of
increased costs for oil. We expect higher oil prices to continue to have an
impact on our gross profit margins.
Selling, general and administrative expense as a percent of sales in
the first quarter of 2004 decreased by 1.9 percentage points to 13.2% of sales
from 15.1% of sales in the first quarter of 2003. Our selling, general and
administrative expenses increased $50,176 or 9.6% compared to the first quarter
of 2003. We realized increases in personnel costs to handle increased
transaction activity coupled with higher operating expenses including higher
legal costs for securities law compliance and higher insurance costs. Our
expenditures for product development of our dialysate iron product were at the
same level as last year.
We are developing a drug product, dialysate iron, to provide iron
supplements for the treatment of anemic dialysis patients. This drug product
will be delivered to patients via our regular dialysis concentrate products. The
cost of developing this drug product is expected to be substantial. We may fund
the cost of product development ourselves or we may collaborate with a strategic
partner or other third party in the development of this product. Future
expenditures on product development will increase substantially once we commence
Phase III clinical trials for dialysate iron. If we fund and incur the cost of
product development ourselves, these future expenditures are likely to offset
all of our income and we may incur losses during the duration of the product
development phase for dialysate iron which may take between one and three years.
Our interest expense was $44,378 in the first quarter of 2004 and
increased by $4,969 over the first quarter of 2003. The increase in interest
expense was due to interest expense on assets under new capital leases offset by
lower credit line borrowing costs.
Our net income of $80,217 was $167,010 higher than the first quarter
2003 loss of ($86,793). Our earnings per share was $.01 in the first quarter of
2004. Our earnings per share improved $.02 over the first quarter of 2003 where
we reported a loss of $ (.01) per share. The improvement in earnings per share
was due to improved operating results due to higher sales volumes.
LIQUIDITY AND CAPITAL RESOURCES
We have utilized cash since we started business, and expect that we will
require additional cash to fund our business development and operating
requirements. We have substantially grown our business and have reduced our
operating cash requirements. Until 2003, we had incurred operating losses each
year since inception. We had a net profit of $4,853 for
7
2003 as a whole and we reported a net profit of $185,000 in the second half or
2003. We reported a net profit of $80,217 in the first quarter of 2004. In the
first quarter of 2004, our cash balance increased by $261,924. In 2003, we
required cash to fund our development and operating activities including capital
expenditures and working capital which was primarily provided by increasing the
borrowings under our line of credit and through capital lease arrangements for
equipment. In 2004, we anticipate that we will increase the borrowings under our
line of credit and utilize lease arrangements to fund certain capital
expenditures for manufacturing equipment and transportation equipment.
Our long term strategy is to expand our product line and operations to serve
dialysis providers. We anticipate that, as a result of our existing supply
agreements and our customer relationships, we have the capability to capture
substantial market share that will lead to sustaining profitable operations. We
expect that we will continue to realize substantial growth during 2004 and that
we will require additional working capital and capital expenditures to fund this
growth.
We renewed our line of credit with GE Healthcare Finance as of March 28,
2003 under a two year agreement. Under the new loan agreement, there is a $2.5
million credit limit. We are permitted to borrow up to 80% of our eligible
accounts receivable, and we are required to maintain a net worth of at least
$750,000. We anticipate that this credit line will be sufficient to fund much of
our working capital requirements for our concentrate business operations in
2004. Borrowings under this line were $482,114 at March 31, 2004.
In order for us to fund our working capital and capital expenditure
requirements and to continue to execute our new product development strategy, we
will require additional financing. We estimate the cost to fund development of
our new iron supplemented dialysate product will be between $3,000,000 -
$4,000,000 over the next one to two years. We believe that we will be able to
raise the capital required to expand our operations and fund our new product
development strategy through either debt or equity financing arrangements. We
have identified possible sources of financing, and we are currently in
negotiations with potential strategic partners, investors and lenders; however,
we might not be successful in raising additional funds. If we are not successful
in raising additional funds, we may be required to alter our growth strategy,
defer spending on product development, curtail production expansion plans or
take other measures to conserve our cash resources.
While we have raised our sales level each year and have customer commitments
for additional business we might not be able to continue to increase our sales
levels and market share and to sustain profitable operations. There can be no
assurance that we will have or be able to raise sufficient funds to carry out
our business plans and continue a profitable level of operations. These factors,
among others, raise doubt about our ability to continue as a going concern. Our
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount or
classification of liabilities that might be necessary should we be unable to
continue as a going concern.
ITEM 3. CONTROLS AND PROCEDURES
We carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures as of March 31, 2004. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of March 31, 2004 in ensuring that information
required to be disclosed by us under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified under the Exchange Act
rules and forms. There was no change in our internal control over financial
reporting identified in connection with such evaluation that occurred during our
fiscal quarter ended March 31, 2004 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.
8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We filed a civil action on September 20, 2000 in the Circuit Court of Wayne
County Michigan against Mr. Gary D. Lewis, individually and Wall Street
Partners, Inc., a Michigan corporation, jointly and severally. We filed a breach
of contract suit against Wall Street Partners, Inc. for breach of contract
pertaining to consulting services provided us by Wall Street Partners, Inc and
breach of duty claim against Mr. Gary D. Lewis. Also named in the suit was Mr.
Gary D. Lewis, the principal of the consulting firm. Mr. Lewis is our former
Chairman, a former director and in 2001 was the beneficial owner of more than 5%
of our common shares. We requested recovery of amounts paid to Wall Street
Partners, Inc. and Mr. Lewis.
On November 21, 2001 a jury found in our favor and awarded us $350,000 plus
interest. On December 13, 2001, an official judgment in the amount of $175,000
with interest was entered for us against Mr. Lewis personally and a judgment in
the amount of $175,000 with interest was entered for us against Wall Street
Partners. A motion by Mr. Lewis for re-trial was denied February 15, 2002. Mr.
Lewis subsequently filed an appeal to the judgment.
The Michigan Court of Appeals rendered a decision with respect to
defendant's appeal and remanded for retrial. The Appeals court concluded that
the trial court erred with regard to the breach of duty claim against the
defendant by failing to give the jury any instruction on ratification in
response to a request for such instruction. We expect to retry the suit against
Mr. Lewis. The Appeals court affirmed the breach of contract claim against Wall
Street Partners, Inc. and therefore, the judgment against Wall Street Partners,
Inc. was affirmed. The Defendant has sought a rehearing in the Michigan Court of
Appeals and the motion for rehearing is pending.
ITEM 2. CHANGES IN SECURITIES
During the first quarter of 2004, we issued 5,000 Common Shares pursuant to an
election to exercise a Common Share Purchase Warrant which was acquired by an
investor during 2002 as part of a private placement of our Common Shares and
such Common Share Purchase Warrants. The offer and sale of the above Common
Shares upon exercise of the Common Share Purchase Warrants were exempt from the
registration requirements of the Securities Act of 1933 (the "Act") under
Section 4(2) of the Act and under Regulation D under the Act. The issuance of
such Common Shares was limited to a person qualifying as an "Accredited
Investor" within the meaning of Regulation D under the Act and was an isolated
transaction. We relied on representations made in writing by the
investor to determine our exemption. We received $3,700 in gross proceeds in a
single transaction as a result of the exercise of the Common Share Purchase
Warrants. The Investor exercising these warrants received unregistered Common
Shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.21 Supply Agreement between the Company and DaVita, Inc. dated
May 5, 2004 with certain portions of the exhibit deleted under
a request for confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934.
31.1 Certifications of Chief Executive Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certifications of the Chief Financial Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certifications of the Chief Executive Officer and Chief
Financial Officer, Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K.
9
No reports on Form 8-K were filed by us during the quarter for
which this report is filed. We furnished a Current Report on
Form 8-K on March 2, 2004, reporting under Item 9 and Item 12
the information required by Item 12 - Results of Operations
and Financial Condition in connection with our press release
regarding fourth quarter 2003 results. No financial statements
were filed, although we furnished the financial information
included in the press release furnished with the Form 8-K
Current Report.
10
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 17, 2004 /s/ ROBERT L. CHIOINI
--------------------------------
Robert L. Chioini
President, Chief Executive
Officer and Director (Principal
Executive Officer)
Date: May 17, 2004 /s/ THOMAS E. KLEMA
-------------------------------
Thomas E. Klema
Vice President of Finance, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal Accounting
Officer)
11
10-QSB EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-10.21 Supply Agreement between the Company and DaVita, Inc. dated
May 5, 2004 with certain portions of the exhibit deleted under
a request for confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934.
EX-31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
EX-31.2 Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
EX-32.1 Certifications of the Chief Executive Officer and Chief
Financial Officer, Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.