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| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Michigan | 38-3317208 | |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
| 30142 Wixom Road, Wixom, Michigan | 48393 | |
| (Address of principal executive offices) | (Zip Code) |
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
| Class | Outstanding as of October 29, 2010 | |
| Common Stock, no par value | 17,463,108 shares |
2
| September 30, | December 31, | |||||||
| 2010 | 2009 | |||||||
| (unaudited) | ||||||||
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ASSETS
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Cash and Cash Equivalents
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$ | 23,657,128 | $ | 23,038,095 | ||||
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Accounts Receivable, net of a reserve of $25,700 in 2010 and $31,000 in 2009
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4,636,534 | 3,492,622 | ||||||
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Inventory
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2,534,644 | 3,088,352 | ||||||
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Other Current Assets
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844,141 | 329,876 | ||||||
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Total Current Assets
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31,672,447 | 29,948,945 | ||||||
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Property and Equipment, net
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3,272,869 | 3,631,549 | ||||||
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Intangible Assets
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190,613 | 214,337 | ||||||
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Goodwill
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920,745 | 920,745 | ||||||
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Other Non-current Assets
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163,624 | 163,645 | ||||||
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Total Assets
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$ | 36,220,298 | $ | 34,879,221 | ||||
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LIABILITIES AND SHAREHOLDERS EQUITY
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Capitalized Lease Obligations
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$ | 23,220 | $ | 42,938 | ||||
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Accounts Payable
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2,843,219 | 3,388,757 | ||||||
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Accrued Liabilities
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1,900,016 | 1,854,347 | ||||||
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Customer Deposits
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103,184 | 250,915 | ||||||
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Total Current Liabilities
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4,869,639 | 5,536,957 | ||||||
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Capitalized Lease Obligations
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11,740 | 19,062 | ||||||
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Shareholders Equity:
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Common Shares, no par value, 17,463,108 and
17,200,442 shares issued and outstanding
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55,993,030 | 53,545,394 | ||||||
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Common Share Purchase Warrants, 3,338,569
and 3,318,569 warrants issued and outstanding
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8,223,795 | 7,635,594 | ||||||
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Accumulated Deficit
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(32,877,906 | ) | (31,857,786 | ) | ||||
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Total Shareholders Equity
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31,338,919 | 29,323,202 | ||||||
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Total Liabilities and Shareholders Equity
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$ | 36,220,298 | $ | 34,879,221 | ||||
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3
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| Sept. 30, 2010 | Sept. 30, 2009 | Sept. 30, 2010 | Sept. 30, 2009 | |||||||||||||
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Sales
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$ | 14,745,414 | $ | 14,158,234 | $ | 45,232,078 | $ | 39,968,018 | ||||||||
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Cost of Sales
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12,345,221 | 11,751,499 | 37,746,691 | 34,508,410 | ||||||||||||
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Gross Profit
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2,400,193 | 2,406,735 | 7,485,387 | 5,459,608 | ||||||||||||
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Selling, General and Administrative
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2,431,367 | 1,946,570 | 6,847,606 | 5,078,073 | ||||||||||||
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Research and Product Development
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727,978 | 1,977,618 | 1,686,666 | 5,312,499 | ||||||||||||
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Operating Income (Loss)
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(759,152 | ) | (1,517,453 | ) | (1,048,885 | ) | (4,930,964 | ) | ||||||||
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Interest Expense (Income), Net
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(15,795 | ) | 3,990 | (28,765 | ) | 20,493 | ||||||||||
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Net Income (Loss)
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$ | (743,357 | ) | $ | (1,521,443 | ) | $ | (1,020,120 | ) | $ | (4,951,457 | ) | ||||
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Basic Earnings (Loss) per Share
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($0.04 | ) | ($0.11 | ) | ($0.06 | ) | ($0.35 | ) | ||||||||
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Diluted Earnings (Loss) per Share
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($0.04 | ) | ($0.11 | ) | ($0.06 | ) | ($0.35 | ) | ||||||||
4
| For the nine months ended September 30, | ||||||||
| 2010 | 2009 | |||||||
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Cash Flows From Operating Activities:
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Net (Loss)
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$ | (1,020,120 | ) | $ | (4,951,457 | ) | ||
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Adjustments To Reconcile Net Loss To Net Cash Used In
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Operating Activities:
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Depreciation and Amortization
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1,047,077 | 836,020 | ||||||
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Loss (Gain) on Disposal of Assets
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16,822 | 20,403 | ||||||
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Share Based Compensation Non-employee Warrants
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588,201 | 348,360 | ||||||
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Share Based Compensation Employees
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2,392,688 | 1,394,410 | ||||||
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Changes in Assets and Liabilities:
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(Increase) Decrease in Accounts Receivable
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(1,143,912 | ) | 143,449 | |||||
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Decrease in Inventory
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553,708 | 487,056 | ||||||
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(Increase) in Other Assets
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(514,244 | ) | (106,751 | ) | ||||
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(Decrease) in Accounts Payable
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(545,538 | ) | (991,877 | ) | ||||
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Increase (Decrease) in Other Liabilities
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(102,062 | ) | 1,017,940 | |||||
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Changes in Assets and Liabilities
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(1,752,048 | ) | 549,817 | |||||
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Cash Provided by (Used) In Operating Activities
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1,272,620 | (1,802,447 | ) | |||||
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Cash Flows From Investing Activities:
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Purchase of Equipment
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(682,295 | ) | (1,080,495 | ) | ||||
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Proceeds on Sale of Assets
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800 | 5,120 | ||||||
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Purchase of Intangible Assets
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| (12,875 | ) | |||||
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Cash (Used ) In Investing Activities
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(681,495 | ) | (1,088,250 | ) | ||||
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Cash Flows From Financing Activities:
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Issuance of Common Shares and Purchase Warrants
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54,948 | 184,997 | ||||||
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Payments on Notes Payable
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(27,040 | ) | (122,995 | ) | ||||
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Cash Provided By Financing Activities
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27,908 | 62,002 | ||||||
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Increase (Decrease) In Cash and Cash Equivalents
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619,033 | (2,828,695 | ) | |||||
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Cash and Cash Equivalents at Beginning of Period
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23,038,095 | 5,596,645 | ||||||
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Cash and Cash Equivalents at End of Period
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$ | 23,657,128 | $ | 2,767,950 | ||||
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| 2010 | 2009 | |||||||
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Interest Paid
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$ | 8,876 | $ | 20,493 | ||||
5
6
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
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Basic Weighted Average Shares Outstanding
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17,136,119 | 14,060,533 | 17,091,733 | 14,010,366 | ||||||||||||
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Effect of Dilutive Securities
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Diluted Weighted Average Shares Outstanding
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17,136,119 | 14,060,533 | 17,091,733 | 14,010,366 | ||||||||||||
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| September 30, | December 31, | |||||||
| 2010 | 2009 | |||||||
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Raw Materials
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$ | 1,010,369 | $ | 1,051,781 | ||||
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Work in Process
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134,910 | 196,603 | ||||||
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Finished Goods
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1,389,365 | 1,839,968 | ||||||
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Total
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$ | 2,534,644 | $ | 3,088,352 | ||||
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7
| | The dialysis provider market is highly concentrated in national and regional dialysis chains that account for the majority of our domestic revenue. Our business is substantially dependent on one of our customers that accounts for a significant portion of our sales. The loss of this customer would have a material adverse effect on our results of operations and cash flow. | |
| | We operate in a very competitive market against substantially larger competitors with greater resources. | |
| | Our new drug product requires FDA approval and expensive clinical trials before it can be marketed. | |
| | Even if our new drug product is approved by the FDA, we may not be able to market it successfully. | |
| | We may not be successful in maintaining our gross profit margins. | |
| | We depend on government funding of healthcare. | |
| | Orders from our international distributors may not result in recurring revenue. | |
| | We depend on key personnel. | |
| | Our business is highly regulated. |
8
| | We depend on contract research organizations and consultants to manage and conduct our clinical trials and if they fail to follow our protocol or meet FDA regulatory requirements our clinical trial data and results could be compromised causing us to delay our development plans or have to do more testing than planned. | |
| | Foreign approvals to market our new drug products may be difficult to obtain. | |
| | Health care reform could adversely affect our business. | |
| | We may not have sufficient product liability insurance. | |
| | Our Board of Directors is subject to potential deadlock. | |
| | Shares eligible for future sale may affect the market price of our common shares. | |
| | The market price of our securities may be volatile. | |
| | Voting control and anti-takeover provisions reduce the likelihood that you will receive a takeover premium. | |
| | We do not anticipate paying dividends in the foreseeable future. |
9
10
11
12
13
|
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Registrant) |
||||
| Date: November 4, 2010 | /s/ ROBERT L. CHIOINI | |||
| Robert L. Chioini | ||||
| President and Chief Executive Officer (principal executive officer) (duly authorized officer) | ||||
| Date: November 4, 2010 | /s/ THOMAS E. KLEMA | |||
| Thomas E. Klema | ||||
| Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | ||||
14
| Exhibit No. | Description | |
|
4.11
|
Warrant issued to Capitol Securities Management, Inc. as of September 1, 2010 (Companys Form 8-K filed September 2, 2010). | |
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4.12
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Form of Amended and Restated Warrant issued to Messrs. Rick, Pizzirusso, Ries, Meyers, Pace and Bailey as of September 1, 2010 (Companys Form 8-K filed September 2, 2010). | |
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10.35
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Third Amendment to Industrial Lease Agreement between Rockwell Medical Technologies, Inc. and DCT DFW, LP dated July 7, 2010 (Companys Form 8-K filed on July 13, 2010). | |
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10.37
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Lease Renewal Agreement dated August 27, 2010, by and between Rockwell Medical Technologies, Inc. and International-Wixom, LLC (Companys Form 8-K filed September 2, 2010). | |
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10.38
|
Advisory Agreement dated September 1, 2010 between the Company and Capitol Securities Management, Inc. (Companys Form 8-K filed September 2, 2010). | |
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
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31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
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32.1
|
Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 |
15
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|