SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2002
Commission File Number 000-20175
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NYER MEDICAL GROUP, INC.
----------------------- ----------
(Exact name of registrant as specified in its charter)
Florida 01-0469607
------------------ --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1292 Hammond Street, Bangor, Maine 04401
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(Address of principal executive offices) (Zip Code)
(207) 942-5273 (Registrant's telephone number,
including area code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Exchange
Title of Each Class on which registered
None None
Check whether the registrant has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve months (or for
such shorter periods 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 .
As of November 19, 2002, there were 3,756,962 shares of common stock
outstanding, par value $.0001 per share.
1
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
INDEX
PART I
FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements:
Consolidated Balance Sheets, September 30, 2002
and June 30, 2002 3-4
Consolidated Statements of Operations, Three Months
Ended September 30, 2002 and September 30, 2001 5
Consolidated Statements of Operations, Three Months
Ended September 30, 2002 and September 30, 2001 5
Consolidated Statements of Cash Flows, Three Months
Ended September 30, 2002 and September 30, 2001 6-7
Selected Notes to Consolidated Financial Statements 8-9
Item 2. Management's Discussion and Analysis of First Quarter
2002 Results 10-14
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 14
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submissions of Matters to Vote of 15
Security Holders
Item 5. Other information 15
Signatures 15
Item 6. Exhibits and Reports on Form 8-K
Certification of Chief Executive Officer and
Chief Financial Officer 16-19
Exhibit 99.1 - Certification of Chief Executive
Officer and Chief Financial Officer 20
2
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30 June 30,
2002 2002
---- ----
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,604,997 $ 1,550,374
Accounts receivable, less allowance
for doubtful accounts of $470,822 at
September 30, 2002 and $469,923
at June 30, 2002 4,068,554 4,541,505
Inventories, net 5,137,584 5,290,995
Prepaid expenses 284,652 300,495
Receivables from related parties 8,895 8,895
---------- ----------
Total current assets 11,104,682 11,692,264
---------- ----------
Property, plant and equipment, at cost:
Land 92,800 92,800
Building 641,508 641,508
Leasehold improvements 944,285 928,321
Machinery and equipment 71,189 71,189
Transportation equipment 349,099 366,099
Office furniture, fixtures,
and equipment 1,122,328 1,099,793
---------- -----------
3,221,209 3,199,710
Less accumulated depreciation
and amortization (1,895,288) (1,823,060)
---------- -----------
1,325,921 1,376,650
Goodwill and other deferred assets 454,026 454,026
Advances due from related companies 41,563 41,563
----------- -----------
495,589 495,589
Total assets $12,926,192 $13,564,503
=========== ===========
See accompanying notes to consolidated financial statements.
3
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, June 30,
2002 2002
---- ----
(Unaudited)
Current liabilities:
Current portion of long-term debt $ 180,870 $ 184,669
Accounts payable 3,638,054 4,138,814
Accrued payroll and related taxes 288,523 441,313
Accrued expenses and other
liabilities 274,945 431,520
Current portion of payable due
related party 206,110 206,110
---------- ----------
Total current liabilities 4,588,502 5,402,426
---------- ----------
Long-term debt, net of current
portion 284,565 329,367
Payable due related party, net
of current portion 71,403 101,403
Minority interest 1,038,748 965,758
Shareholders' equity:
Class A preferred stock, par value
$.0001, authorized, issued and
outstanding: 2,000 shares 1 1
Class B preferred stock, series 1,
par value $.0001, authorized:
2,500,000; issued and outstanding:
1,000 shares at September 30, 2002
and June 30, 2002
Common stock, par value $.0001
authorized: 10,000,000 shares; issued:
3,769,062 at September 30, 2002
and at June 30, 2002 377 377
Additional paid-in capital 17,691,946 17,691,946
Treasury stock (12,100 shares at
September 30, 2002 and
June 30, 2002) (52,249) (52,249)
Accumulated deficit (10,697,101) (10,874,526)
------------ -----------
Total shareholders' equity 6,942,974 6,765,549
----------- -----------
Total liabilities and
shareholders' equity $12,926,192 $13,564,503
=========== ===========
See accompanying notes to consolidated financial statements.
4
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)
September 30, September 30,
2002 2001
---- ----
Net sales $14,512,850 $12,580,646
----------- -----------
Cost and expenses:
Cost of goods sold 11,433,665 9,919,954
Selling and retail 1,827,373 1,552,987
Warehouse and delivery 254,680 198,353
Administrative 710,719 660,559
----------- ----------
14,226,437 12,331,853
Operating income 286,413 248,793
Other income (expense):
Interest expense (7,811) (10,558)
Interest income 11,233 20,384
Other 580 22,099
----------- ----------
Total other income 4,002 31,925
----------- ----------
Income before
minority interest 290,415 280,718
Minority interest (72,990) (53,609)
------------ -----------
Income (loss) from continuing
operations before income 217,425 227,109
----------- ----------
taxes
Provision for income taxes 40,000 13,000
Income from continuing
operations after income
taxes 177,425 214,109
----------- ----------
Discontinued operations:
Loss from Nyer
Nutritional Systems - (10,674)
----------- ----------
Net loss from discontinued
operations - (10,674)
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Net Income $ 177,425 $ 203,435
=========== ==========
Basic and diluted income (loss) per share:
Continuing operations $ .05 $ .06
Discontinued operations - (.01)
----------- ----------
Basic and diluted income (loss)
per share $ .05 $ (.05)
=========== ==========
Weighted average common shares
outstanding 3,769,062 3,757,103
=========== ==========
See accompanying notes to consolidated financial statements.
5
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
September 30, September 30,
2002 2001
---- ----
Cash flows from operating activities:
Net income (loss) $ 177,425 $ 203,435
Adjustments to reconcile net
income (loss) to net cash
used in operating activities:
Depreciation 86,728 74,615
Amortization - 22,775
Gain on sale of property, plant
and equipment (300) -
Minority interest 72,990 53,609
Decrease in deferred credit - (22,500)
Changes in certain working capital
elements (167,920) (359,767)
--------- ----------
Net cash flows provided by (used
in) operating activities 168,923 (27,833)
--------- ----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (38,499) (24,118)
Proceeds from sale of property, plant
and equipment 2,800 -
Net change in advances due from
related companies - (825)
Increase in other assets, net - (117,575)
--------- ----------
Net cash provided by (used in)
investing activities (35,699) (142,518)
--------- ----------
Cash flows from financing activities:
Proceeds from issuance of
long-term debt - 161,890
Payments of long-term debt (48,601) (28,853)
Net repayments of notes to
related parties (30,000) (30,000)
---------- ----------
Net cash provided by (used in)
financing activities (78,601) 103,037
---------- ----------
Net increase (decrease) in cash
and cash equivalents 54,623 (67,314)
Cash and cash equivalents,
beginning of period 1,550,374 374,423
---------- ----------
Cash and cash equivalents,
end of period $1,604,997 $ 307,109
========== ==========
See accompanying notes to consolidated financial statements.
6
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
September 30, September 30,
2002 2001
---- ----
Changes in certain working capital elements:
Accounts receivable, net $ 472,951 $ 100,193
Inventories 153,411 1,253
Prepaid expenses 15,843 89,906
Receivables from related parties - (967)
Accounts payable (500,760) (495,814)
Accrued payroll and related
taxes (152,790) (5,356)
Accrued expenses and other
liabilities (156,575) (48,982)
---------- ----------
Net change $ (167,920) $ (359,767)
========== ==========
Supplemental cash flow information:
Cash paid during the first three months:
Interest $ 5,853 $ 11,329
========== ==========
Income taxes $ 110,000 $ 10,912
========== ==========
7
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principals generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not to be misleading. In the opinion of
management, the amounts shown reflect all adjustments necessary to present
fairly the financial position and results of operations for the periods
presented. All such adjustments are of a normal recurring nature.
It is suggested that the financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
Form 10-K for the year ended June 30, 2002.
2. Business Segments:
The Company had three active business segments for three months ended
September 30, 2002 and 2001: (1) retail pharmacy drug store chain (2)
wholesale and retail sales of surgical, medical equipment and supplies, (3)
wholesale and retail distribution of equipment, supplies, and novelty items
to emergency medical service, fire departments, and police departments.
Business segments are determined by the management approach which analyses
segments based on products or services offered for sale. Corporate assets
include assets of discontinued operations.
Summary data for the three months ended September 30, 2002:
Medical and EMT, Fire,
Pharmacy Surgical and Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $11,386,603 $ 2,236,371 $ 889,876 $ - $14,512,850
Operating
income (loss) 436,529 19,124 (54,922) (114,318) 286,413
Total assets 8,213,899 2,868,982 927,599 915,712 12,926,192
Capital
Expenditures 36,601 - - 1,898 38,499
Depreciation 54,521 23,358 7,685 1,164 86,728
Interest income (4,018) (4,540) - (2,675) (11,233)
Interest expense $ 3,778 $ 3,901 $ 132 $ - $ 7,811
8
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Business segments: continued,
Summary data for the three months ended September 30, 2001: continued,
Medical and EMT, Fire,
Pharmacy Surgical Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $ 9,058,941 $ 2,402,760 $ 1,118,945 $ - $12,580,646
Operating
income (loss) 282,159 59,986 (9,993) (83,359) 248,793
Total assets 6,923,915 2,930,547 1,414,693 1,121,352 12,390,507
Capital
Expenditures 131,302 22,153 53,950 - 207,405
Depreciation
and
amortization 52,568 28,660 15,158 1,004 97,390
Interest income (3,101) (6,298) - (10,985) (20,384)
Interest expense $ 5,414 $ 4,840 $ 304 $ - $ 10,558
9
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS
Results of Operations:
The following discussion provides information with respect to our results
of operations, liquidity, and capital resources on a comparative basis for the
three months ended September 30, 2002 as compared to the three months ended
September 30, 2001.
NET SALES. Total sales for the three months ended September 30, 2002 increased
by 15.4% from September 30, 2002 to $14,512,850 from $12,580,646 in 2001.
The Company had three active business segments for the three months ended
September 30, 2002 and 2001: (1) retail pharmacy drug store chain ("pharmacy
chain"), (2) wholesale and retail sales of surgical, medical equipment and
supplies ("medical"), and (3) wholesale and retail distribution of equipment,
supplies, and novelty items to emergency medical service, fire departments, and
police departments, ("EMT, fire, police equipment and supplies"). Business
segments are determined by the management approach which analyzes results based
on products or services offered for sale.
The following table shows sales by business segments for the three months
ended September 30, 2002 and 2001:
Business Segment 2002 2001 % increase
- ---------------- ---- ---- (decrease)
Pharmacy chain $11,386,603 $ 9,058,941 25.7
Medical and surgical
equipment and supplies 2,236,371 2,402,760 (6.9)
EMT, fire, police
equipment and supplies 889,876 1,118,945 (20.5)
----------- ----------- -----
Total for business segments $14,512,850 $12,580,646 15.4
=========== =========== =====
The pharmacy chain segment's sales increase of $2,327,662 was due to the
acquisition of two pharmacies and continued increases in volume on prescription
drugs as a result of a continuing marketing campaign focused on assisted-living
and home-based sectors, increased advertising and home delivery service.
The diabetic, medical and surgical supplies segment decrease was the result
of the sale of their respiratory division in December 2001 and less than
anticipated equipment sales. Our Internet division had an increase of
approximately $140,000, which is the result of increased products available
on-line and increased advertising.
10
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS
Results of Operations: continued,
The EMT, fire, police equipment and supplies segment had a decrease of
$229,069 in 2002 as compared to 2001 sales. The main reason for this decrease
was less than anticipated sales and Conway had a change in sales management. A
replacement has been hired and the Company believes this is a short-term
decline. This segment is also experiencing increased competition.
GROSS PROFIT MARGINS. Our overall gross margins were 21.2% for the three months
ended September 30, 2002 and for the three months ended September 30, 2001.
The following is a table of gross margin percentages by business segments for
the three months ended September 30, 2002 and 2001:
Business Segment 2002 2001
- ---------------- ---- ----
Pharmacy chain 19.9 19.2
Medical and surgical
equipment and supplies 27.6 27.5
EMT, fire, police
equipment and supplies 21.1 23.5
---- -----
Total for business segments 21.2 21.2
==== ====
The pharmacy chain segment's gross profit margin had an increase in its
gross margin due to lower purchase costs because of increased purchase volume
resulting from increased sales volume. Eaton expects sales growth to continue to
be strong in its core business, but expects pressures on margins to further
intensify. Budgetary deficits in Massachusetts have resulted in the Executive
Office of Human Services Division of Health Care Finance and Policy reducing the
reimbursement paid to pharmacies for dispensing Medicaid prescriptions by
approximately 4%. Eaton expects other third party payors to follow. The
increased sales volume and a decrease in costs from the company's major supplier
which will help offset lower insurance reimbursements on prescription drugs.
The medical segment's gross profit margin had a slight increase due to the
medical division having less than equipment sales which generally have a lower
gross profit margin than supplies.
The EMT, fire, police equipment and supplies segment had a decrease in its
gross profit margins from 23.5% in 2002 as compared 21.1% in 2002. The decrease
was due to less than anticipated sales with a low gross profit margin due to
increased competition.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Consolidated selling, general and
administrative expenses increased 15.8% for the three months ended September
2002 to $2,792,772 as compared to $2,411,899 for the same period in 2001.
11
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS
Results of Operations: continued,
The following table shows the breakdown by business segments for the three
months ended September 30, 2002 and 2001:
Business Segment 2002 2001 % increase
- ---------------- ---- ---- (decrease)
Pharmacy chain $ 1,832,730 $ 1,453,855 26.1
Medical and surgical
equipment and supplies 599,389 601,490 -
EMT, fire, police
equipment and supplies 246,335 273,195 (9.8)
Corporate 114,318 83,359 37.1
----------- ----------- ------
Total for business segments $ 2,792,772 $ 2,411,899 15.8
=========== =========== =====
The pharmacy chain segment's increase was due to increased labor costs and
costs associated with the increase in sales.
The medical segment's selling, general and administrative (S,G&A) expenses
decreased $2,101. ADCO sold its respiratory division in December 2001, which
eliminated the respiratory salaries and expenses due related to this division.
This segment also had an increase in S,G&A expenses for its internet division
due to increased advertising and personnel costs.
The EMT, fire, police equipment and supplies segment also saw a decrease in
its S,G&A expenses. This decrease was mainly due to expenses directly related to
sales.
The Corporate segment's overhead had an increase due mainly additional
overhead attributable to additional legal and stock related expenses.
CONTINUING OPERATIONS. The Company had net income from continuing operations of
$177,425 for the three months ended September 30, 2002 as compared $214,109 for
the same period in 2001.
The following table shows the breakdown by business segments for the three
months ended September 30, 2002 and 2001:
Business Segment 2002 2001 % increase
- ---------------- ---- ---- (decrease)
Pharmacy chain $ 292,180 $ 215,157 26.4
Medical and surgical
equipment and supplies 18,264 61,446 (70.3)
EMT, fire, police
equipment and supplies (65,949) (21,368) (208.6
Corporate (67,070) (41,126) (63.1)
----------- ----------- ------
Total for business segments $ 177,425 $ 214,109 (17.1)
=========== =========== ======
12
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS
Results of Operations: continued,
The Pharmacy chain segment had an increase in profits of $77,023 for the
three months ended September 30, 2002 as compared to the same period in 2001.
The main reasons for this increase is increased sales volume and a decrease in
costs from Eaton's major supplier which helped offset lower insurance
reimbursements on prescription drugs.
The medical segment had a decrease in its net income of $43,182 to $18,264
for the first three months of September 30, 2002 as compared a net income of
$61,446 for the same period in 2001. The reason for the decline is increased
overhead in the Internet division.
The EMT, fire, police equipment and supplies segment's loss was due to a
further decline in its sales and gross profit margins. The Company has increased
marketing efforts to new and existing accounts to help offset this decline in
sales. This segment also is experiencing increased competition.
The Corporate segment's overhead increased due to additional overhead
attributable to additional legal and stock related expenses.
DISCONTINUED OPERATIONS. On October 25, 1999, the Board of Directors approved a
plan for the disposal of its investment in Nyer Nutritional. Its results have
been reported as discontinued operations for all periods presented.
In May 2002, the Company assigned all of its rights, licenses and interest
in patents to Nyer Nutritional's minority shareholder. In return, the minority
shareholder released the Company from any and all obligations.
Nyer Nutritional incurred $0 in net costs for the three months ended
September 30, 2002 as compared to $10,674 in net costs for the three months
ended September 30, 2001
Liquidity and Capital Resources
Net cash provided by (used in) operating activities was $168,923 for the
three months ended September 30, 2002 as compared to $(27,833) for the same
period ended September 30, 2001. The primary use of cash from operations was to
fund operations for our fire, police and rescue equipment and supplies, Internet
and corporate operations.
The net cash used in investing activities was $(35,699) and $(142,518), for
the three months ended September 30, 2002 and 2001, respectively.
13
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS
Liquidity and Capital Resources, continued
Net cash (used in) provided by financing activities was $(78,601) for three
months ended September 30, 2002 as compared to $103,037 for the same period in
2001.
We anticipate our current cash resources to be adequate to fund our current
operating needs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We do not have any material risk with respect to changes in foreign
currency exchange rates, commodities prices or interest rates. We do not believe
that we have any other relevant market risk with respect to the categories
intended to be discussed in this item of this report.
Item 4. Controls and Procedures.
a) Evaluation of disclosure controls and procedures. Based upon their
evaluation as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-Q, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14(c)and 15d-14(c) under the Securities and Exchange Act of 1934
(the "Exchange Act") are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
14
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 SEPTEMBER 30, 2002
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
PART II
Item 1. Legal Proceedings None
Item 2. Changes in Securities None
Item 3. Defaults upon Senior Securities None
Item 4. Submissions of Matters to Vote of
Security Holders None
Item 5. Other information
The Company is still actively seeking to acquire medical related companies.
Item 6. Exhibits and Reports on Form 8-K
(a) 99.1 Certification by Chief Executive Officer and Chief
Financial Officer
(b) Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NYER MEDICAL GROUP, INC.
Date: November 19, 2002 /s/ Samuel Nyer
----------- ----
Samuel Nyer,
Chief Executive Officer
and Principal Executive
Officer
Date: November 19, 2002 /s/ Karen L. Wright
---------------
Karen L. Wright,
Chief Financial Officer
and Principal Financial
Officer
15
CERTIFICATIONS
I, Samuel Nyer, Chief Executive Officer and Principal Executive
Officer of Nyer Medical Group, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nyer Medical Group,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
16
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Samuel Nyer
Chief Executive Officer and
Principal Executive Officer
November 19, 2002
17
CERTIFICATIONS
I, Karen L. Wright, Chief Financial Officer and Principal
Financial Officer of Nyer Medical Group, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nyer Medical Group,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
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6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Karen L. Wright
Chief Financial Officer
and Principal Financial Officer
November 19, 2002
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EXHIBIT 99.1
CERTIFICATION 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
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his
capacity as an officer of Nyer Medical Group, Inc. (the "Company"), that, to his
knowledge, the Quarterly Report of the Company on Form 10-Q for the period ended
September 30, 2002, fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the
financial condition and results of operation of the Company.
November 19, 2002 /s/ Samuel Nyer
Samuel Nyer,
Chief Executive Officer and
Principal Executive Officer
November 19, 2002 /s/ Karen L. Wright
Karen L. Wright
Chief Financial Officer and
Principal Financial Officer
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