-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CTywHudUU766oO98YU/gGX7OPLe+v0EmF35fOhfj9XnhwtVmgZbAjqSITrqroh+v KYY9zLt6VL/A6U6je914mQ== 0000950124-04-002399.txt : 20040517 0000950124-04-002399.hdr.sgml : 20040517 20040517075650 ACCESSION NUMBER: 0000950124-04-002399 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001041024 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 383317208 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-23661 FILM NUMBER: 04809765 BUSINESS ADDRESS: STREET 1: 30142 S WIXOM RD CITY: WIXOM STATE: MI ZIP: 48393 BUSINESS PHONE: 2489609009 MAIL ADDRESS: STREET 1: 30142 S WIXOM RD CITY: WIXOM STATE: MI ZIP: 48393 10QSB 1 k84934e10qsb.txt QUARTERLY REPORT OF SMALL BUSINESS DATED 03/31/04 ================================================================================ 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 ] ================================================================================ 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.
EX-10.21 2 k84934exv10w21.txt SUPPLY AGREEMENT BETWEEN DA VITA, INC. Exhibit 10.21 Portions of the following exhibit have been omitted under a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Locations of these omitted portions is denoted by the following legend. [* *] SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this "Agreement"), entered into as of the 5th day of May, 2004 ("Effective Date"), is between ROCKWELL MEDICAL TECHNOLOGIES, INC., a Michigan corporation ("ROCKWELL"), and DAVITA INC. ("DAVITA"), a Delaware corporation. RECITALS A. ROCKWELL is in the business of manufacturing and selling the dialysis products known as Dri-Sate(R) Dry Acid, Liquid Acid, Powder Bicarbonate and SteriLyte(R) Liquid Bicarbonate, and the cleaning agents, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Products"); B. DAVITA is in the business of owning (in whole or in part) or managing and operating dialysis clinics, which business requires the purchase and use of supplies such as the Products; and C. DAVITA desires to purchase the Products listed in Exhibit A from ROCKWELL, on the terms and conditions contained in this Agreement. Therefore, the parties hereby agree as follows: 1. Purchase of Products. During the Term (as hereinafter defined), ROCKWELL will sell to DAVITA such Products and in such quantities as DAVITA may from time to time order, at the prices as set forth in Exhibit A, in the states and in accordance with the service expansion time line set forth in Exhibit B (hereinafter defined as the "Territory"). Other states may be added to the Territory, and other ancillary dialysis products may be added to the Products to be sold hereunder, during the Term of this Agreement, but only upon the mutual written consent of both parties. ROCKWELL understands and acknowledges that DAVITA has not promised or committed to purchase any particular quantity of any of the Products or any particular percentage of its requirements for items such as the Products except as set forth in Section 3.b. 2. Term. The term of this Agreement shall commence May 5, 2004 and continue for a period of three years (the "Term"), unless sooner terminated in accordance with section 9 below. Upon its expiration, the Term of the Agreement may be extended annually upon the written agreement of both parties. 3. Purchase Price. a. The purchase price for the Products shall be determined [* *] as set forth in Exhibit A. [* *] ]* b. [* *] 4. [* *] 5. Delivery Limitations. The Purchase Prices set forth in Exhibit A cover standard shipping within the Territory for all Products, F.O.B. Destination. Notwithstanding the foregoing, all orders for Products to be shipped by ROCKWELL shall be subject to ROCKWELL's minimum purchase requirements and other shipping requirements set forth in Exhibit C. In the event DAVITA requires Products to be shipped outside of the Territory or requires some deviation from the minimum purchase requirements and other shipping requirements set forth in Exhibit C, ROCKWELL and DAVITA must agree beforehand on any increase in the purchase price with respect to such Products to cover any additional delivery costs. Any Products shipped internationally shall be shipped FOB from any ROCKWELL plant. 6. [* *] [* *] 7. [* *] 8. Failure to Perform Supply Obligation. a. In the event ROCKWELL cannot supply or does not deliver any Product(s) (whether as a result of force majeure or otherwise) within and for the time period required by DAVITA, to any clinics that are, as of the date of this Agreement, already purchasing Products from ROCKWELL or that later do so under section 4 above, ROCKWELL agrees that it shall give notice as promptly as is practicable under the circumstances to DAVITA, unless an order of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice. In the event ROCKWELL is unable to fulfill DAVITA'S orders within the Territory at any time during the Term of this Agreement, DAVITA may, as its sole and exclusive remedy, upon prior notice to ROCKWELL, seek other suppliers to fill purchase orders for some or all Products until DAVITA receives notification from ROCKWELL that ROCKWELL will again be able to deliver Products. If DAVITA is required to purchase Products from a third party under this Section 8, ROCKWELL will provide DAVITA with a [* ]*,including legitimate freight charges incurred, in order to obtain similar or equivalent products from a different supplier(s). If ROCKWELL's inability to supply any Products exceeds ninety (90) days, DAVITA may, in its sole and absolute discretion, terminate this Agreement on no less than thirty (30) days notice. b. [* *] [* *] 9. Termination Default. The following shall constitute a termination default ("Termination Default") hereunder: a. substantial breach of the terms of this Agreement (other than a failure to perform described in Section 8 for which a sole and exclusive remedy is provided), which breach is not cured, corrected or otherwise resolved within [* *] days after written notice by the non-breaching party (setting forth the particulars of the alleged breach) to the breaching party. A "substantial breach" shall include a failure to perform any material obligation hereunder, including without limitation a failure to pay any amount due hereunder or under any purchase order issued hereunder when due, other than amounts which DAVITA disputes in good faith; or b. (i) the institution by or against a party or its assets of insolvency, receivership or bankruptcy proceedings or any other material proceedings for the settlement of such party's debts, (ii) a party's making a general assignment for the benefit of its creditors, or (iii) a party's dissolution. 10. Termination. Upon the occurrence of a Termination Default hereunder, and only upon such occurrence, the non-defaulting party may terminate this Agreement immediately upon written notice to the defaulting party. Termination of this Agreement shall not relieve either party of obligations incurred prior to the effective date of termination, including without limitation obligations of payment of monies or credits owed at the time of such termination. The provisions of this Section 10 and of Sections 13 (Confidentiality), 14 (Warranties), 15 (Indemnification and Insurance), 20 (Choice of law), 21 (Attorney fees), 25 (Open Records), 26 (Discounts), and any other provision the context of which shows the parties intended it to survive, shall survive any expiration or termination of this Agreement. 11. Product Addition. Any products other than those set forth in Exhibit A may be included under the terms hereof, but only upon the mutual, written agreement of the parties. Prices for such products shall be negotiated by the parties in good faith and the agreed prices shall be confirmed in writing and made a part of this Agreement. 12. Training. ROCKWELL agrees to furnish,[* *] complete and appropriate training regarding the use and maintenance of the Dri- Sate(R) Acid Mixer,[* *] 13. Confidentiality. Both ROCKWELL and DAVITA agree that this Agreement represents and contains confidential information which shall not be disclosed to any third party, or otherwise made public, without prior written authorization of the other party, except where it is required by law or pursuant to subpoena or court or administrative order. Neither party shall make any public announcement (including, without limitation, any press release or other similar announcement) of the matters described in this Agreement without the express prior written consent of the other party. In the event of such disclosure, both parties must agree to the language of the disclosure. Each party agrees not to use, release, publish or distribute any materials or information (including but not limited to advertising and promotional materials) containing the names, tradenames, or trademarks of the other party without the express prior written consent of such other party. Each party and its agents shall keep confidential and shall hold in trust for the sole benefit of the other, and not disclose or use except in connection with the performance of its obligations hereunder, any and all trade secrets and other proprietary and confidential information regarding the other's business, customers, financial condition, practices or procedures (including business and clinical practices and protocols and patient information), whether disclosed by the other or discovered by it. Any breach of these provisions would cause irreparable harm to the other party, and each party agrees that it will not interpose the lack of such irreparable harm in any action to enforce these obligations. Notwithstanding the foregoing, either party may disclose the terms and the existence of this Agreement to the extent that is necessary to fulfill its obligations under state or federal securities laws, or under any exchange or market upon which the security of such party are traded. Each party agrees to require each of its subcontractors or agents providing services hereunder to provide reasonable assurance that such subcontractor or agent will comply with the terms of this Section 13, and any breach of this provision by any such subcontractor or agent shall be deemed a breach of this Agreement by the respective party hereto. 14. Warranties. Each party represents and warrants to the other that this Agreement (a) has been duly authorized, executed and delivered by it, and (b) constitutes a valid, legal, and binding agreement enforceable against it in accordance with its terms. ROCKWELL covenants and agrees that no Product delivered hereunder [* *] ROCKWELL represents and warrants that it has all rights, licenses, permits and consents necessary to sell the Products to DAVITA (and to provide the Mixers to DAVITA), and to perform its obligations hereunder, and that it shall at all times comply in all material respects with all federal, state and local laws and regulations applicable to its business and its performance of its obligations under this Agreement. ROCKWELL further warrants that the Products purchased pursuant to this Agreement [* *] ROCKWELL warrants that all Products purchased hereunder (as well as the Mixers) will be [* *] ROCKWELL shall service, maintain and repair the Mixers,[* *] ROCKWELL will warranty the Mixer free from manufacturer defect for [* *]. Repair or replacement of the Mixer is the sole and exclusive remedy for breach of warranty. 15. Indemnification and Insurance. a. ROCKWELL agrees to defend, indemnify and hold harmless DAVITA, its affiliates, successors, assigns, directors, officers, agents and employees ("DAVITA Indemnitees") from and against any and all liabilities, demands, losses, damages, and/or expenses (including costs, expenses, fines, amounts paid in settlements or judgments, reasonable attorneys' fees, witnesses' fees, investigation expenses, and, expenses incident thereto) (collectively referred to as "Damages") that DAVITA Indemnitees may suffer resulting from. [* *] DAVITA agrees to indemnify, defend, and hold ROCKWELL, its affiliates, successors, assigns, directors, officers, agents and employees ("ROCKWELL Indemnitees") harmless from [* *] b. In the event that any demand or claim is made or suit is commenced against DAVITA Indemnitees for which ROCKWELL has an indemnity obligation under this section, written notice of such shall be provided to ROCKWELL, and DAVITA Indemnitees shall cooperate with ROCKWELL in the defense of the demand, claim or suit to whatever reasonable extent ROCKWELL requires, and ROCKWELL shall have the right to compromise such claim to the extent of its own interest and shall undertake the defense of any such suit. No settlement by ROCKWELL shall be binding upon DAVITA without DAVITA's prior written consent. Notwithstanding, if ROCKWELL fails to assume its obligation to defend, DAVITA Indemnitees may do so to protect their interest and seek reimbursement from ROCKWELL c. In the event that any demand or claim is made or suit is commenced against ROCKWELL Indemnitees for which DAVITA has an indemnity obligation under this section, written notice of such shall be provided to DAVITA, and ROCKWELL Indemnitees shall cooperate with DAVITA in the defense of the demand, claim or suit to whatever reasonable extent DAVITA requires, and DAVITA shall have the right to compromise such claim to the extent of its own interest and shall undertake the defense of any such suit. No settlement by DAVITA shall be binding upon ROCKWELL without ROCKWELL's prior written consent. Notwithstanding, if DAVITA fails to assume its obligation to defend, ROCKWELL Indemnitees may do so to protect their interest and seek reimbursement from DAVITA. d. [* *] 16. Severability. In the event any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be enforced to the fullest extent permitted by law and the remaining provisions of this Agreement shall remain in full force and effect. If any such invalid portion constitutes a material term of this Agreement, the parties shall meet and in good faith seek to mutually agree to modify this Agreement so as to retain, if possible, the overall essential terms of this Agreement. 17. Waiver. The failure to insist upon strict adherence to one or more or all of the provisions of this Agreement on any one or more occasions, shall not be construed as a waiver, nor shall such course of action deprive a party of the right thereafter to require strict compliance with same. 18. Entire Agreement. This Agreement is the entire agreement between the parties and supersedes any and all prior agreements and understandings between the parties, whether oral or written, relating to the subject matter hereof, including without limitation that certain Supply Agreement between the parties dated March 7, 2003, all of which are hereby terminated and superceded by this Agreement.. No amendments or modifications of the terms of this Agreement, including any conflicting or additional terms contained in any purchase order, acknowledgment form, or other written document submitted by either party, shall be binding on either party unless reduced to writing and signed by duly authorized representatives of both parties, or, in the case of waiver, signed by the party against whom such waiver is construed. 19. Conflicts. To the extent that any provision of any purchase order, invoice, or any other document, or the terms of any of ROCKWELL'S or DAVITA'S general policies, procedures or catalogs, conflict with or materially alter any term of this Agreement, this Agreement shall govern and control. 20. Choice of Law. The laws of the State of Delaware, without regard to principles of conflicts of laws, will govern this Agreement and its subject matter, construction and the determination of any rights, duties or remedies of the parties arising out of or relating to this Agreement, its subject matter or any of the transactions contemplated by this Agreement. 21. Attorney Fees. In the event of any litigation arising out of this Agreement, the prevailing party in any such litigation shall be entitled to recover its reasonable attorneys' fees and costs and expenses of litigation from the non-prevailing party as shall be approved by a court. 22. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or three days after the date of mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as set forth below, or one day following traceable delivery to a nationally recognized overnight delivery service with instructions for overnight delivery: (a) To ROCKWELL: 30142 Wixom Road Wixom, MI 48383 Attn: Robert L. Chioini (b) To DAVITA: 601 Hawaii Avenue El Segundo, CA 90245 Attn: Mike Staffieri, Manager of Corporate Finance and Strategic Planning With a copy to: 601 Hawaii Avenue El Segundo, CA 90245 Attn: General Counsel Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above. 23. Successors and Assigns. Neither party may assign this Agreement to a third party without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may, without the consent of the other, assign this Agreement to any entity that controls, is controlled by, or is under common control of such party. This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. 24. Force Majeure. Unless otherwise stated herein, all obligations of either party hereto shall be excused to the extent and for the period of time necessitated by the occurrence of any act of God, fire, casualty, flood, war, strike, lockout, labor trouble, failure of public utilities, injunction, accident, epidemic, riot, insurrection, or any other circumstances beyond the reasonable control of the party asserting it (and not caused by the negligence of the non-performing party), which prevents or delays the performance by such party of any of its obligations under this Agreement. However, if any such circumstances persist for longer than thirty (90) days, the unaffected party may terminate this Agreement effective at the end of such thirty (90)-day period. 25. Open Records. To the extent required by Section 1861(v)(1)(I) of the Social Security Act, as amended, the parties will allow the U.S. Department of Health and Human Services, the U.S. Comptroller General and their duly authorized representatives, access to this Agreement and records necessary to verify the nature and extent of costs incurred pursuant to it during the Term and for four years following the last date Products are furnished under it. If ROCKWELL carries out the duties of this Agreement through a subcontract worth $10,000 or more over a 12-month period with a related organization, the subcontract shall also contain an access clause to permit access by the U.S. Department of Health and Human Services, the U.S. Comptroller General, and their duly authorized representatives to the related organization's books and records. Nothing in this paragraph is intended to waive any right either party may have under applicable law or regulations to retain in confidence information included in records so requested. 26. Discounts. Any discounts, rebates, incentives, or other reductions in price issued by ROCKWELL to DAVITA under this Agreement may constitute a discount within the meaning of 42 U.S.C. Section 1320a-7b (b)(3)(A). DAVITA may have an obligation to properly disclose and appropriately reflect such discount to any state or federal program that provides cost or charge based reimbursement to DAVITA for the items to which the discount applies. DAVITA will retain invoices and related pricing documentation and make them available on request to healthcare program representatives. In order to assist DAVITA's compliance with any such obligations, ROCKWELL agrees that it shall fully and accurately report all discounts on the invoices or statements submitted to DAVITA; or where the value of a discount is not known at the time of sale, ROCKWELL shall fully and accurately report the existence of the discount program on the invoices or statements submitted to DAVITA, and when the value of the discount becomes known, provide DAVITA with documentation of the calculation of the discount identifying the specific goods or services purchased to which the discount will be applied. ROCKWELL shall also provide to DAVITA any other information that DAVITA may request that is necessary for it to obtain in order to comply with any such obligations. 27. Changes in Reimbursement Systems. The parties acknowledge and agree that the health care industry in which DAVITA operates is subject to constant and rapid fluctuation in many areas, including industry growth, consolidation and changes in reimbursement systems. Accordingly, the parties agree that (i) in the event of an increase in the number of facilities owned or managed by DAVITA, which facilities are not already purchasing Products from ROCKWELL; or (ii) in the event of any significant change in reimbursement systems or in reimbursement laws, or in the event of the actual enactment of any federal, state or local law or regulation, or the actual enactment of any reimbursement rule, guideline, final program memorandum, coverage decision, pricing decision, instruction or the like by the Centers for Medicare and Medicaid Services or any of Customer's Medicare fiscal intermediaries, or the actual inclusion of reimbursement systems that in any manner reforms, modifies, alters, restricts or otherwise affects the reimbursement available to DAVITA for the Products or its services, the parties shall meet and confer in good faith within thirty (30) days following DAVITA's request. Any modification must be mutually agreed to by the parties and set forth in a written amendment to this Agreement. 28. Acquired Facilities. If DAVITA acquires any dialysis facility or facilities during the Term which has a pre-existing agreement with ROCKWELL for the purchase of any Products ("Acquired Facility"), ROCKWELL agrees that DAVITA may determine, [* *] 29. Counterparts. This Agreement may be executed in counterparts both of which shall be deemed to be originals. Captions are intended for convenience of reference only. 30. Relationship. Neither party is in any way the legal representative or agent of the other nor authorized or empowered to assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express written consent of the other. This Agreement shall not constitute, create or in any way be interpreted as a joint venture or partnership of any kind. 31. Joint Preparation. Each party to this Agreement (a) has participated in the preparation of this Agreement; (b) has read and understands this Agreement; and (c) has been represented by counsel of its own choice in the negotiation and preparation of this Agreement. Each party represents that this Agreement is executed voluntarily and should not be construed against any party hereto solely because it drafted all or a portion hereof. 32. Compliance with [* *] The parties agree to negotiate in good faith to amend this Agreement and/or enter into such additional agreements to the extent deemed necessary or appropriate by DAVITA in connection with any disclosure by DAVITA to ROCKWELL of any patient information (including any individually identifiable health information) and/or to comply with DAVITA's [* *], or any federal or state regulations or statutes related to privacy of health information. Simultaneously upon execution of this Agreement, DAVITA has delivered to ROCKWELL a copy of all applicable [* *] in effect on the date hereof, and ROCKWELL acknowledges receipt of same and agrees to be bound by the requirements set forth therein. During the term of this Agreement, DAVITA shall provide to ROCKWELL, from time to time, with additional [* *] as they become effective,[* *], at least thirty (30) days prior to the effective date of each [* *]. ROCKWELL and DAVITA reserve the right to renegotiate this Agreement in good faith if any such changes materially increase ROCKWELL's cost and expenses. 33. Good Product Support Services for the Products. Without limitation of the provisions of Section 34 below, ROCKWELL agrees that it may from time to time provide to DAVITA certain good product support services (the "Services"), at no additional cost or charge, but only to the extent that such can be accomplished without using any individually identifiable health information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") codified at 45 C.F.R. parts 160 and 164). Any such Services shall be limited to those Services agreed to in writing from time to time between ROCKWELL and DAVITA ("Services Agreement"). ROCKWELL agrees to furnish such Services only in cooperation with DAVITA, in a manner consistent with the policies and procedures of DAVITA, and in accordance with the terms otherwise set forth in this Agreement, including without limitation Section 34 hereof. Furthermore, ROCKWELL and DAVITA agree to provide their respective staff members with appropriate training regarding patient privacy and confidentiality, including with respect to such party's obligations under this Agreement. 34. Access. ROCKWELL acknowledges, agrees and understands that absent an agreement between the parties as set forth in the preceding Section, none of its agents, representatives or employees shall be permitted access at any time to any of DAVITA'S clinics for any reason whatsoever. Following the execution and delivery of any Services Agreement, ROCKWELL may be granted access solely for the purposes described in such Services Agreement(s). Without limitation of the foregoing, ROCKWELL agrees that it and its agents, representatives and employees shall at all times comply with all applicable laws and regulations, and with DAVITA'S [* *] shall be identified to ROCKWELL [in writing] from time to time by DAVITA as more fully described in Section 32), and that ROCKWELL'S discussion of the Products shall be in compliance with all such [* *] and all applicable laws and regulations. Furthermore, ROCKWELL acknowledges, agrees and understands that it must obtain DAVITA'S prior written approval of all proposed educational, marketing, and promotional materials and of all proposed presentations relating to ROCKWELL'S Products and their therapeutic class, any other ROCKWELL product, or otherwise, whether such materials or presentations are directed toward any employee or patient of DAVITA. Such approval may be given only by DAVITA'S Vice President, Clinical Operations, or his authorized representative. DAVITA'S Vice President, Clinical Operations or his authorized representative agrees to notify ROCKWELL of his decision within ten (10) business days of receipt of such request; otherwise such request will be deemed denied. Nothing in this section is intended to prevent ROCKWELL from access to DAVITA clinics to the extent necessary or appropriate to perform its services contemplated by this Agreement; provided, however, that ROCKWELL agrees to execute whatever documentation deemed necessary or appropriate by DaVita in order to support its compliance with DaVita's [* *] and applicable law, including HIPAA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. ROCKWELL MEDICAL. DAVITA INC. TECHNOLOGIES, INC. By: /s/ Robert L. Chioini By: /s/ Guy Seay - ----------------------------- ----------------------- Its: President Its: V-P Finance [ROCKWELL MEDICAL TECHNOLOGIES, INC. LOGO] EXHIBIT A DATE: MAY 5, 2004 ACCOUNT: DAVITA, INC. - SUPPLY AGREEMENT LOCATION: SEE EXHIBIT B - SERVICE TERRITORY - -------------------------------------------------------------------------------- CATALOG # DESCRIPTION PACKAGING UNIT [* *] - -------------------------------------------------------------------------------- [* *] - -------------------------------------------------------------------------------- 30142 Wixom Road - Wixom, MI 48393 - (248) 960-9009 - Fax (248) 960-9119 - (800) 449-3353 Page 1 of 3 [ROCKWELL MEDICAL TECHNOLOGIES, INC. LOGO] EXHIBIT B - SERVICE TERRITORY SUPPLY AGREEMENT - MAY 5, 2004 [* *] 30142 Wixom Road - Wixom, MI 48393 - (248) 960-9009 - Fax (248) 960-9119 - (800) 449-3353 Page 2 of 3 [ROCKWELL MEDICAL TECHNOLOGIES, INC. LOGO] EXHIBIT C DAVITA SHIPPING & ORDERING GUIDELINES GENERAL GUIDELINES APPLICABLE TO ALL PRODUCTS (DRI-SATE(R) DRY ACID CONCENTRATE, LIQUID ACID CONCENTRATE, BICARBONATE POWDER, STERILYTE(TM) LIQUID BICARBONATE, and CLEANING AGENTS) [* *] 30142 Wixom Road - Wixom, MI 48393 - (248) 960-9009 - Fax (248) 960-9119 - (800) 449-3353 Page 3 of 3 EX-31.1 3 k84934exv31w1.txt SEC. 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Exhibit 31.1 SECTION 302 CERTIFICATIONS I, Robert L. Chioini, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Rockwell Medical Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 17, 2004 /s/ Robert L.Chioini ------------------------------------ Robert L. Chioini Chairman, CEO and President EX-31.2 4 k84934exv31w2.txt SEC. 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER Exhibit 31.2 SECTION 302 CERTIFICATIONS I, Thomas E. Klema, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Rockwell Medical Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 17, 2004 /s/ Thomas E. Klema ----------------------------------- Thomas E. Klema Vice President & Chief Financial Officer EX-32.1 5 k84934exv32w1.txt SEC. 906 CERTIFICATION OF CEO AND CFO EXHIBIT 32.1 CERTIFICATIONS OF 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 In connection with the Quarterly Report of Rockwell Medical Technologies, Inc. (the "Company") on Form 10-QSB for the quarter ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Periodic Report"), I, Robert L. Chioini, Chief Executive Officer of the Company and I, Thomas Klema, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 17, 2004 /s/ Robert L. Chioini ----------------------------- Robert L. Chioini Chief Executive Officer Dated: May 17, 2004 /s/ Thomas E. Klema ----------------------------- Thomas E. Klema Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----