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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 March 31, 2003
Commission File Number 000-20175
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
(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 May 20, 2003, there were 3,756,962 shares of common stock
outstanding, par value $.0001 per share.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
INDEX
PART I
FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements:
Consolidated Balance Sheets, March 31, 2003
and June 30, 2002 3
Consolidated Statements of Operations, Three Months
Ended March 31, 2003 and March 31, 2002 5
Consolidated Statements of Operations, Nine Months
Ended March 31, 2003 and March 31, 2002 6
Consolidated Statements of Cash Flows, Nine Months
Ended March 31, 2003 and March 31, 2002 7
Selected Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 23
Item 4. Controls and Procedures 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 2. Changes in Securities and Use of Proceeds 24
Item 3. Defaults upon Senior Securities 24
Item 4. Submissions of Matters to Vote of
Security Holders 24
Item 5. Other information 24
Item 6. Exhibits and Reports on Form 8-K 24
Signatures 25
Certification of Chief Executive Officer and
Chief Financial Officer 26
Exhibits and Reports on Form 8-K
99.1 Certification by Chief Executive Officer and Chief
Financial Officer 28
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, June 30,
2003 2002
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,181,089 $ 1,550,374
Accounts receivable, less allowance
for doubtful accounts of $512,168 at
March 31, 2003 and $469,923
at June 30, 2002 4,027,003 4,541,505
Inventories, net 5,840,851 5,290,995
Prepaid expenses 254,037 300,495
Receivables from related parties 8,895 8,895
Total current assets 11,311,875 11,692,264
Property, plant and equipment, at
cost:
Land 92,800 92,800
Building 644,008 641,508
Leasehold improvements 1,038,535 928,321
Machinery and equipment 74,653 71,189
Transportation equipment 356,918 366,099
Office furniture, fixtures,
and equipment 1,189,012 1,099,793
3,395,926 3,199,710
Less accumulated depreciation
and amortization (2,050,441) (1,823,060)
1,345,485 1,376,650
Goodwill 104,463 104,463
Other intangible assets 560,172 349,563
Advances due from related companies 41,563 41,563
706,198 495,589
Total assets $13,363,558 $13,564,503
See accompanying notes to consolidated financial statements.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, June 30,
2003 2002
(Unaudited)
Current liabilities:
Current portion of long-term debt $ 264,022 $ 184,669
Accounts payable 3,821,147 4,138,814
Accrued payroll and related taxes 276,115 441,313
Accrued expenses and other
liabilities 337,323 431,520
Current portion of payable due
related party 206,110 206,110
Total current liabilities 4,904,717 5,402,426
Long-term debt, net of current
portion 364,304 329,367
Payable due related party, net
of current portion 11,403 101,403
Minority interest 1,133,636 965,758
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 March 31, 2003
and June 30, 2002
Common stock, par value $.0001
authorized: 10,000,000 shares; issued:
3,769,062 at March 31, 2003
and at June 30, 2002 377 377
Additional paid-in capital 17,691,946 17,691,946
Treasury stock (12,100 shares at
March 31, 2003 and
June 30, 2002) (52,249) (52,249)
Accumulated deficit (10,690,577) (10,874,526)
Total shareholders' equity 6,949,498 6,765,549
Total liabilities and
shareholders' equity $13,363,558 $13,564,503
See accompanying notes to consolidated financial statements.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
March 31, March 31,
2003 2002
Net sales $14,609,781 $13,463,572
Cost and expenses:
Cost of goods sold 11,478,109 10,740,332
Selling and retail 1,923,112 1,661,905
Warehouse and delivery 253,274 200,130
Administrative 1,019,551 719,784
14,674,046 13,322,151
Operating (loss) income (64,265) 141,421
Other income (expense):
Interest expense (8,951) (11,442)
Interest income 10,658 19,723
Other 7,160 _ (256)
Total other income 8,867 _ 8,025
(Loss) income before
minority interest (55,398) 149,446
Minority interest (22,385) _ (48,619)
(Loss) income from continuing
operations before income
taxes (77,783) ___100,827
Provision for income taxes (10,800) (17,441)
(Loss) income from continuing
operations after income
taxes (88,583) _ 83,386
Discontinued operations:
Loss from Nyer
Nutritional Systems - _ (28,695)
Net loss from discontinued
operations - _ (28,695)
Net (Loss) income $ (88,583) $ 54,691
Basic and diluted (loss) income
per share:
Continuing operations $ (.02) $ .02
Discontinued operations - -
Basic and diluted (loss) income
per share $ (.02) $ .02
Weighted average common shares
outstanding 3,756,962 3,756,962
See accompanying notes to consolidated financial statements.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine Months Ended
March 31, March 31,
2003 2002
Net sales $44,149,723 $39,261,434
Cost and expenses:
Cost of goods sold 34,672,338 31,200,850
Selling and retail 5,700,651 4,885,182
Warehouse and delivery 761,487 595,518
Administrative 2,587,465 2,104,580
43,721,941 38,786,130
Operating income 427,782 475,304
Other income (expense):
Interest expense (26,791) (27,496)
Interest income 33,722 50,309
Other 7,914 _ 152,394
Total other income 14,845 _ 175,207
Income before
minority interest 442,627 650,511
Minority interest (167,878) _ (151,382)
Income from continuing
operations before income 274,749 _ 499,129
taxes
Provision for income taxes (90,800) (43,441)
Income from continuing
operations after income
taxes 183,949 _ 455,688
Discontinued operations:
Loss from Nyer
Nutritional Systems - _ (50,093)
Net loss from discontinued
operations - _ (50,093)
Net Income (loss) $ 183,949 $ 405,595
Basic and diluted income
per share:
Continuing operations $ .05 $ .12
Discontinued operations - _ (.01)
Basic and diluted income
per share $ .05 $ .11
Weighted average common shares
outstanding 3,756,962 3,756,962
See accompanying notes to consolidated financial statements.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31, March 31,
2003 2002
Cash flows from operating
activities:
Net income (loss) $ 183,949 $ 405,595
Adjustments to reconcile net
income to net cash
used by operating activities:
Depreciation 271,758 291,513
Amortization 29,391 76,990
Gain on sale of property, plant
and equipment (7,170) -
Gain on sale of respiratory
division - (77,001)
Minority interest 167,878 151,382
Decrease in deferred credit - (58,877)
Changes in certain working capital
elements (565,957) (781,328)
Net cash flows provided by
operating activities 79,849 8,274
Cash flows from investing activities:
Purchase of pharmacy assets (240,000) (218,748)
Purchase of property, plant and
equipment (248,594) (123,492)
Proceeds from sale of division - 150,000
Proceeds from sale of property, plant
and equipment 15,170 -
Net change in advances due from
related companies - (825)
Increase in other assets, net - (5,232)
Net cash used in
investing activities (473,424) (198,297)
Cash flows from financing activities:
Loan repayment from stock sale rec. - 115,500
Proceeds from issuance of
long-term debt 240,000 369,701
Payments of long-term debt (125,710) (100,340)
Net repayments of notes to
related parties (90,000) (80,000)
Net cash provided by
financing activities 24,290 304,861
Net increase (decrease) in cash
and cash equivalents (369,285) 114,838
Cash and cash equivalents,
beginning of period 1,550,374 374,423
Cash and cash equivalents,
end of period $1,181,089 $ 489,261
See accompanying notes to consolidated financial statements.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31, March 31,
2003 2002
Changes in certain working capital
elements:
Accounts receivable, net $ 514,503 $ 14,247
Inventories (549,856) (389,956)
Prepaid expenses 46,458 (46,164)
Receivables from related parties - 820
Accounts payable (317,667) (313,342)
Accrued payroll and related
taxes (165,198) (426)
Accrued expenses and other
liabilities (94,197) (46,507)
Net change $ (565,957) $ (781,328)
Supplemental cash flow information:
Cash paid during the first
nine months:
Interest $ 26,791 $ 12,771
Income taxes $ 193,247 $ 13,353
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation: The consolidated financial statements included
herein have been prepared by the Company, without audit, in accordance with
accounting principals generally accepted in the United States of America
and 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. Goodwill and Other Intangible Assets:
In June of 2001, the Financial Accounting Standards Boards (?FASB?) issued
Statement 142, ?Goodwill and Other Intangible Assets?. FASB Statement 142,
among other things, requires that goodwill not be amortized but should be
tested for impairment at least annually. The Company adopted this
statement during the first quarter of fiscal 2003 by discontinuing the
amortization of goodwill, totaling approximately $3,000 per quarter. In
addition, the Company was required to review its goodwill during the first
six months for possible impairment. Based on the Company?s review, no
impairment charges have been recorded. The following tables show the
reported net income and earnings per share for the three and nine-month
periods ended March 31, 2003, reconciles them to the adjusted net income
and earnings per share had the non-amortization provisions of Statement
142 been applied in that period and compares them to the three and nine-
month periods ended March 31, 2002:
Nine months ended Three months ended
2003 2002 2003 2002
Reported net income (loss) $ 183,949 $ 405,595 $(88,583) $ 54,691
Effect of goodwill amortization - 9,000 - 3,000
As adjusted $ 183,949 $ 414,595 $(88,583) $ 57,691
Reported earnings (loss) per share $ .05 $ .11 $ (.02) $ .02
Effect of goodwill amortization - . - - -
As adjusted $ .05 $ .11 $ (.02) $ .02
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Business Segments: The Company had three active business segments for the
three months ended March 31, 2003 and 2002 and for the nine months ended
March 31, 2003 and 2002: (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 March 31, 2003:
Medical and EMT, Fire,
Pharmacy Surgical and Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $11,653,274 $ 2,298,748 $ 657,759 $ - $ 14,609,781
Operating
income (loss) 151,504 20,616 (73,956) (162,429) (64,265)
Total assets 9,404,811 2,694,480 710,056 554,211 13,363,558
Depreciation
and
amortization $ 90,505 $ 15,341 $ 5,936 $ 360 $ 112,142
Summary data for the nine months ended March 31, 2003:
Medical and EMT, Fire,
Pharmacy Surgical and Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $34,880,478 $ 7,015,013 $ 2,254,232 $ - $44,149,723
Operating
income
(loss) 1,022,420 96,341 (186,014) (504,965) 427,782
Total assets 9,404,811 2,694,480 710,056 554,211 13,363,558
Depreciation
and
amortization $ 231,299 $ 59,262 $ 21,231 $ 1,164 $ 312,956
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
3. Business segments: continued,
Summary data for the three months ended March 31, 2002:
Medical and EMT, Fire,
Pharmacy Surgical and Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $10,317,233 $ 2,276,264 $ 870,075 $ - $13,463,572
Operating
income
(loss) 283,680 64,306 (77,167) (129,398) 141,421
Total assets 7,737,461 2,856,794 1,175,163 1,276,855 13,046,273
Depreciation
and
amortization $ 79,200 $ 28,545 $ 13,843 $ 1,047 $ 122,635
Summary data for the nine months ended March 31, 2002:
Medical and EMT, Fire,
Pharmacy Surgical and Police Equip.
Chain Supplies and Supplies Corporate Consolidated
Net Sales $29,257,693 $ 6,914,362 $ 3,089,379 $ - $39,261,434
Operating
income
(loss) 792,367 166,376 (142,651) (340,788) 475,304
Total assets 7,737,461 2,856,794 1,175,163 1,276,855 13,046,273
Depreciation
and
amortization$ 210,651 $ 111,224 $ 43,544 $ 3,084 $ 368,503
4. Earnings per share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted earnings per share considers the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Options and warrants for
all periods presented (1,695,600 for the nine months ended March 31, 2003)
were not included in the computation of net income per share because the effect
of inclusion would be anti-dilutive.
5. Options and Warrants:
The Company has a stock option plan under which employees and non-employees
may be granted options to purchase shares of the Company?s common stock at
the fair market value at the date of grant. Options vest semi-annually over
a three-year term to all directors and certain officers and expire in ten
years from date of grant. The Company accounts for these plans under the
recognition and measurement principles of APB Opinion No. 25, ?Accounting
for Stock Issued to Employees?, and related interpretations. No stock-based
employee compensation cost is reflected in net income, as all options granted
under the plan had an exercise price equal to the market value of the
underlying common stock on the date of grant. No stock options were granted
during the period. Therefore, there would be no effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS 123, ?Accounting for Stock-Based Compensation,? to
stock-based employee compensation.
FORM 10-Q NYER MEDICAL GROUP, INC 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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
nine months ended March 31, 2003 as compared to the nine months ended March
31, 2002 as well as for the three months ended March 31, 2003 as compared to
the three months ended March 31, 2002.
The Company had three active business segments for the nine months ended
March 31, 2003 and March 31, 2002: 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.
NET SALES:
Total sales for the nine months ended March 31, 2003 increased by 12.5%
to $44,149,723 from $39,261,434 for the nine months ended March 31, 2002.
Total sales for the three months ended March 31, 2003 increased by 8.5%
to $14,609,781 from $13,463,572 for the three months ended March 31, 2002.
The following table shows sales by business segments for the nine months ended
March 31, 2003 as compared to the nine months ended March 31, 2002 and for the
three months ended March 31, 2003 as compared to the three months ended
March 31, 2002:
Nine months Ended Three months ended
March 31, % increase March 31, % increase
Business Segment 2003 2002 (decrease) 2003 2002 (decrease)
Pharmacy chain$34,880,478 $29,257,693 19.2% $11,653,274 $10,317,233 12.9%
Medical equipment
and supplies 7,015,013 6,914,362 1.5 2,298,748 2,276,264 1.0
EMT, fire, police
equipment and
supplies 2,254,232 3,089,379 (27.0) 657,759 870,075(24.4)
Total for business
segments $44,149,723 $39,261,434 12.5% $14,609,781 $13,463,572 8.5%
The pharmacy chain segment?s sales increased $5,622,785 to $34,880,478 or
19.2% for the nine months ended March 31, 2003 as compared sales of $29,257,693
for the nine months ended March 31, 2002. This was due to the purchase of two
existing pharmacies and a continuing increase in volume on prescription drugs
as a result of a continuing marketing campaign focused on assisted living and
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, continued,
Results of Operations: continued,
Net Sales: continued,
home-based sectors, by increased advertising and home delivery service.
Additionally, the pharmacy chain continues to increase its sales of prescript-
tions to non-profit organizations.
The pharmacy chain segment?s sales increased $1,336,041 to $11,653,274 or
12.9% for the three months ended March 31, 2003 as compared to March 31,
2002 of $10,317,233 are the same as mentioned above. The pharmacy chain
purchased an existing pharmacy in March of 2003 which resulted in approximately
$125,000 in sales.
The medical equipment and supplies segment?s sales increased $100,651 to
$7,015,013 or 1.5% for the nine months ended March 31, 2003 as compared to
the same period ended March 31, 2002 of $6,914,362. The increase in sales was
due to its subsidiary, Nyer Internet of $842,396. Nyer Internet?s sales
increase is due to the company increasing the number of products available
on-line and increased advertising. ADCO had a decrease in their sales of
supplies and equipment of $736,608 due to their discontinuing of unprofitable
items and increased competition from cut rate competitors.
The medical equipment and supplies segment?s sales increased $22,484 to
$2,298,748 or 1.0% for the three months ended March 31, 2003 as compared to
$2,276,264 for the three months ended March 31, 2002. The main reasons for
the increases are mentioned above.
The EMT, fire, police equipment and supplies segment had a decrease in
their sales of $835,147 to $2,254,232 or (27.0%) for the nine months ended
March 31, 2003 as compared to $3,089,379 for the same period ended March 31,
2002. This is due to many factors including tighter municipal budgets
through-out their sales territory and the entire country, and a down turn in
the economy resulting in less tax revenues which results in less available
funds for the fire departments. In addition, fire departments have partially
altered the focus of their purchasing to include merchandise that relates to
biological and chemical items and homeland security products, which Anton
and Conway do not market. Another reason for this decline is increased
competition from a company owned by a minority shareholder of this segment
and who was the previous 100% owner of one of the EMT, fire, police
equipment and supplies segment.
The EMT, fire, police equipment and supplies segment had a decrease in
their sales of $212,316 to $657,759 or (24.4) for the three months ended
March 31, 2003 as compared to $870,075 for the same period ended March 31,
2002. The main reasons for this decrease are mentioned above.
GROSS PROFIT MARGINS. Our overall gross margins were 21.5% for the nine months
ended March 31, 2003, an increase of 1.0% over the same period ended
March 31, 2002. Overall gross margins for the three months ended March
31, 2003 were 21.4%, an increase of 1.2% for the same period ended March 31,
2002.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, continued,
Results of Operations: continued,
GROSS PROFIT MARGINS: continued,
The following is a table of gross margin percentages by business segments for
the nine months ended March 31, 2003 and 2002 and for the three months ended
March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain 20.1% 18.7% 19.9% 18.7%
Medical equipment
and supplies 28.3 27.6 28.9 26.6
EMT, fire, police
equipment and
supplies 22.0 21.5 22.2 21.4
Total for business
segments 21.5% 20.5% 21.4% 20.2%
The pharmacy chain?s gross margin increased 1.4% to 20.1% for the first
nine months ended March 31, 2003 as compared 18.7% for the same period of 2002.
The increase in its gross margin is due to increased sales and volume discounts
increased from their suppliers.
The pharmacy chain?s gross margin increased 1.2% to 19.9% for the three
months ended March 31, 2003 as compared 18.7% for the same period of 2002.
The increase in its gross margin is due to increased sales and volume discounts
increased from their suppliers.
The medical equipment and supplies segment?s gross margin increased
..7% to 28.3% for the nine months ended March 31, 2003 from 27.6% for the
nine months ended March 31, 2002. The increase in margin was the result
of ADCO discontinuing unprofitable items in their sales of supplies and
equipment which resulted in an increase in gross margin of 1.9%. Nyer
Internet had an increase in their gross margin to 22.2% (1.2%) for the
nine months ended March 31, 2003 from 21.0% nine months ended March 31,
2002. The reasons were increased sales volume and an increase in the
minimum prepaid shipping requirement.
The medical equipment and supplies segment?s gross margin increased
2.3% to 28.9% for the three months ended March 31, 2003 from 26.6% for
the three months ended March 31, 2002. See above for reasons.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, continued,
Results of Operations: continued,
The EMT, fire, police equipment and supplies segment had a slight
increase in its margins to 22.0% (.5%) for the nine months ended
March 31, 2003 as compared 21.5% for the nine months ended March 31, 2002.
This increase was the result of concentration on increasing its gross
profit margins by dropping lower margin sales.
The EMT, fire, police equipment and supplies segment had a slight
increase in its margins to 22.2% (.8%) for the three months ended
March 31, 2003 as compared 21.4% for the three months ended March 31,
2002.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
Consolidated selling, general and administrative expenses (?S,G & A?)increased
$1,464,323 to $9,049,603 for the nine months ended March 31, 2003, as compared
to $7,585,280 for the nine months ended March 31, 2002. Consolidated S,G & A
expenses increased $614,118 to $3,195,937 for the three months ended March
31, 2003, as compared to $2,581,819 for the three months ended March 31, 2002.
The following table shows the breakdown by business segments for the nine
months ended March 31, 2003 and 2002 and for the three months ended
March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $5,973,519 $4,693,069 $2,170,801 $1,648,670
Medical equipment
and supplies 1,887,630 1,743,044 642,468 540,662
EMT, fire, police
equipment and
supplies 683,489 808,378 220,239 263,089
Corporate 504,965 340,789 162,429 129,398
Total for business
segments $9,049,603 $7,585,280 $3,195,937 $2,581,819
The Pharmacy chain had an increase in its S,G & A expenses of $1,280,450
to $5,973,519 or 27.3% for the nine months ended March 31, 2003 as compared to
$4,693,069 for the nine months ended March 31, 2002. Its increases came
from the additional overhead costs associated with the acquisition and
operation of two additional pharmacies of $325,000, increased labor costs for
hourly employees of approximately $100,000 and a shortage of available
salaries, continuing marketing campaign focused on assisted living and
home-based sectors, which has increased advertising expense by approximately
$100,000.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, continued,
Results of Operations: continued,
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: continued,
Effective January 1, 2003, the Massachusetts legislature approved a
$1.30 assessment on all non-Medicare and non-Medicaid prescriptions as a way
to raise an additional $36,000,000. Until the second week in February of
2003, all the pharmacies in the state had been passed this assessment on to
the customer. On February 11, 2003 Walgreens, the state?s third largest
pharmacy chain, announced that it would no longer impose the $1.30 and it
would rebate the amounts paid since January first. The effect of not passing
on this $1.30 assessment fee resulted in an additional expense to the
pharmacy chain segment of $151,000 for the nine months and three months
ended March 31, 2003. In the interim, the state has announced that the
fee will be reduced by half to $.65 per prescription as of July 1, 2003.
The Pharmacy chain had an increase in its S,G & A expenses of $522,131 to
$2,170,801 or 24% for the three months ended March 31, 2003 as compared to
$1,648,670 for the three months ended March 31, 2002. The reasons for the
increase in S,G & A expenses are stated above.
The medical equipment and supplies segment?s S,G & A expenses
increased $144,586 to $1,887,630 or 8.3% for the nine months ended
March 31, 2003 from $1,743,044 for the nine months ended March 31, 2002.
ADCO had an increase in its S,G & A expenses of $11,800. This increase
as due to rent of warehouse space and one employee associated with the
bulk purchase of brand name medical products of approximately $47,000.
This was compared to $0 for the nine months ended March 31, 2002.
ADCO?s selling expenses are lower due to a decrease in
sales and the costs associated. S,G & A expenses for the internet
segment increased approximately $151,000 due to increased advertising
and personnel costs.
The medical equipment and supplies segment?s S,G & A expenses
increased $101,806 to $642,468 or 18.8% for the three months ended
arch 31, 2003 as compared to $540,662 for the three months ended
March 31, 2002. The reasons for the increases are stated above.
The EMT, fire, police equipment and supplies segment experienced
a decrease in its S,G & A expenses of $124,889 to $683,489 or (15.4%)
for the nine months ended March 31, 2003 as compared $545,289 for the
nine months ended March 31, 2002. This decrease was due to lower sales
and their associated costs.
The EMT, fire, police equipment and supplies segment experienced
a decrease in its S,G & A expenses of $42,850 to $220,239 or (16.3%) for
the three months ended March 31, 2003 as compared $263,089 for the three
months ended March 31, 2002. The reasons for the decrease are stated
above.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: continued,
The Corporate segment?s overhead had an increase due mainly to
additional overhead attributable to additional accounting, legal and
stock related expenses for the nine months end March 31, 2003 as
compared to March 31, 2002 and for the three months end March 31,
2003 as compared to March 31, 2002.
CONTINUING OPERATIONS. We had a profit from continuing operations for the
nine
months ended March 31, 2003 of $183,949 as compared a profit of $455,688 for
for the nine months ended March 31, 2002. We had a loss from continuing
operations for the three months ended March 31, 2003 of $88,583 as compared
to a profit of $83,386 for the three months ended March 31, 2002.
The following table shows the breakdown by business segments for the nine
months ended March 31, 2003 and 2002 and for the three months ended March
31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $ 672,364 $ 606,672 $ 89,614 $ 195,238
Medical and
surgical supplies 92,141 242,605 19,115 63,149
EMT, fire, police
equipment and
supplies (214,614) (179,510) (79,734) (90,989)
Corporate (365,942) (214,082) (117,578) (84,012)
Total for business
segments $ 183,949 $ 455,685 $ (88,583) $ 83,386
The Pharmacy chain had an increase in its profits of $65,692 to $672,364
or 10.8% nine months ended March 31, 2003 as compared to a profit of $606,672.
for the nine months ended March 31, 2002. The increased profit is due to
increased sales volume and gross profit margins. Effective January 1, 2003,
the Massachusetts legislature approved a $1.30 assessment on all non-Medicare
and non-Medicaid prescriptions as a way to raise an additional $36,000,000
from pharmacies in 2003. This assessment fee resulted in an additional
expense to our pharmacy chain segment of $151,000 for the nine months and three
months ended March 31, 2003. Also, additional overhead costs associated
with the acquisition and operation of two additional pharmacies of $325,000,
increased labor costs for hourly employees of approximately $100,000 and
a shortage of available pharmacists due to the demand exceeding the supply,
thereby causing increased salaries and a continuing marketing campaign of
approximately $100,000.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
CONTINUING OPERATIONS: continued,
The Pharmacy chain had a decrease in its profits of $105,624 to $89,614
for the three months ended March 31, 2003 as compared to a profit of $195,238
for the three months ended March 31, 2002. The reasons for the decrease are
stated above.
The medical equipment and supplies segment showed a decrease in its
profit of $150,464 to $92,141 or (62.0%) for the nine months ended March 31,
2003 as compared to a profit $242,605 for the nine months ended March 31, 2002.
The main reason for this decrease in profit was due to the gain recorded from
the sale of ADCO?s respiratory division in March 2002. ADCO also had an
increase in its S,G & A expenses due to rent of warehouse space and one
employee associated with the bulk purchase of brand name medical products of
approximately $47,000. This was compared to $0 for the nine months ended
March 31, 2002. ADCO had a reduction in selling expenses due a decrease in
sales and the associated costs. S,G & A expenses for the internet segment
increased approximately $151,000 due to increased advertising and personnel
costs.
The medical equipment and supplies segment showed a decrease in its profit
of $44,034 to $19,115 or (69.7%) for the three months ended March 31, 2003
as compared to a profit of $63,149 for the three months ended March 31, 2002.
The reasons for the decrease in profits are stated above.
The EMT, fire, police equipment and supplies segment?s loss increased
$35,104 to $214,614 or (19.6%) for the nine months ended March 31, 2003 as
compared to a loss of $179,510 for the nine months ended March 31, 2002. This
is due to many factors including tighter municipal budgets throughout the sales
territory and the entire country, and a down turn in the economy resulting
in less tax revenues which results in less available funds for the fire
departments. In addition, fire departments have partially altered the focus
of their purchasing to include merchandise that relates to biochemical items
and homeland security products, which Anton and Conway do not market.
Another reason for this decline is increased competition from a company owned
by a minority shareholder of this segment and who was the previous
100% owner of one of the EMT, fire, police equipment and supplies segment.
The EMT, fire, police equipment and supplies segment?s loss decreased
$11,255 to $79,764 or 12.4% for the three months ended March 31, 2003 as
compared to $90,989 for the three months ended March 31, 2002, due to
decreased sales and associated costs.
The Corporate segment?s overhead had an increase of $151,860 to
$365,942 or 71.6% for the nine months ended March 31, 2003 as compared
to $214,082 for the nine months ended March 31, 2002. This was due mainly
to additional overhead attributable to additional accounting, legal and
stock related expenses, a decrease in interest income due to a lower
interest rates, less cash
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
CONTINUING OPERATIONS: continued,
available to earn interest income due to the company funding its overhead,
funding the growth of the pharmacy chain and internet segment and funding
the losses of EMT, fire, police equipment and supplies segment.
The Corporate segment?s overhead had an increase of $33,566 to
$117,578 or 40.0% for the three months ended March 31, 2003 as compared
to $84,012 for the three months ended March 31, 2002. The reasons for the
increase are stated above.
Other expense and income expense:
The following table shows the breakdown of interest expense by business
segments for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $11,249 $11,250 $ 3,556 $ 6,086
Medical equipment
and supplies 14,102 15,292 4,779 5,035
EMT, fire, police
equipment and
supplies 1,440 954 616 321
Corporate - - - -
Total for business
segments $26,791 $ 27,496 $ 8,951 $11,442
Our interest expense remained approximately the same due to new debt for
the purchase of pharmacies and decreased due to the pay down of exiting debt.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
Other expense and income expense: continued,
The following table shows the breakdown of interest income by business
segments for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $ 13,351 $ 20,317 $ 5,164 $ 13,972
Medical equipment
and supplies 14,403 14,524 4,778 3,876
EMT, fire, police
equipment and
supplies 7 - -
Corporate 5,961 15,468 716 1,875
Total for business
segments $ 33,722 $ 50,309 $ 10,658 $ 19,723
Interest income was from accounts receivable accounts, interest income on a
note related to the sale of the respiratory division and interest income on
highly liquid government instruments.
The following table shows the breakdown of other income by business
segments for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $ 744 $ 75,393 $ 290 $ (256)
Medical equipment
and supplies - 77,001 - -
EMT, fire, police
equipment and
supplies 7,170 - 6,870 -
Corporate - - - -
Total for business
segments $ 7,914 $ 152,394 $ 7,160 $ (256)
Other income was from a purchase commitment and from the sale of the
respiratory division of ADCO.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
The following table shows the breakdown of minority interest which mainly
represents the 20% minority interest in the pharmacy chain segment for
the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:
Nine months ended Three months ended
March 31, March 31,
Business Segment 2003 2002 2003 2002
Pharmacy chain $168,091 $151,668 $22,403 $48,810
Medical equipment
and supplies - - - -
EMT, fire, police
equipment and
supplies (213) (286) (18) (191)
Corporate - - - -
Total for business
segments $167,878 $151,382 $22,385 $48,619
DISCONTINUED OPERATIONS:
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 its 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 nine months ended
March 31, 2003 and $50,093 in net costs for the nine months ended March
31, 2002 . Nyer Nutritional incurred $0 in net costs for the three months
ended March 31, 2003 as compared to $28,695 in net costs for the three months
ended March 31, 2002.
Liquidity and Capital Resources
Net cash provided by operating activities was $79,849 for the nine months
ended March 31, 2003 as compared to $8,274 for the same period ended
March 31, 2002.
The net cash used in investing activities was $473,424 and $198,297,
for the nine months ended March 31, 2003 and 2002, respectively.
Net cash provided by financing activities was $24,290 for nine months
ended March 31, 2003 as compared to $304,861 for the same period in 2002.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued,
Results of Operations: continued,
Liquidity and Capital Resources: continued,
We anticipate our current cash resources to be adequate to fund our
current operating needs.
Our primary source of liquidity is cash provided from operations. Our
principal uses of cash are: cash used for by operations and cash used
for pharmacy retail acquisitions, capital expenditures and repayment debt.
During the nine months ended March 31, 2003, we had an increase in
cash provided by operations due to increased earnings in our pharmacy
segment offset
by losses in the fire and police segment. The pharmacy earnings may
decline in
the short term due to the $1.30 tax imposed by the state of Massachusetts
on each prescription. These costs should be partially offset by
increased sales due to additional pharmacies and additional governmental
programs.
Cash - At March 31, 2003, we had approximately $1.2 million in cash. We invest
available cash in highly liquid government instruments.
Accounts receivable - At March 31, 2003, we had accounts receivable of
approximately $4.0 million. Although our sales have increased, our accounts
receivables have remained the same.
Debt - We had $845,839 of debt as of March 31, 2003. Our debt increased due to
the acquisition of two retail pharmacies. Because of our cash balances,
we have not needed to borrow to fund operations.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
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 the evaluation referenced in the
preceding paragraph, including any corrective actions with regard to
significant deficiencies and material weaknesses.
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
PART II
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds 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
FORM 10-Q NYER MEDICAL GROUP, INC. 000-20175 MARCH 31, 2003
NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
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: May 20, 2003 /s/ Samuel Nyer
Samuel Nyer,
Chief Executive Officer
and Principal Executive
Officer
Date: May 20, 2003 /s/ Karen L. Wright
Karen L. Wright,
Chief Financial Officer
and Principal Financial
Officer
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
function):
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 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
May 20, 2003
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
function):
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 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
May 20, 2003
Item 6. Exhibits and Reports on Form 8-K: continued,
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 March 31, 2003, 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 operations of the Company.
May 20, 2003 /s/ Samuel Nyer
Samuel Nyer,
Chief Executive Officer and
Principal Executive Officer
May 20, 2003 /s/ Karen L. Wright
Karen L. Wright
Chief Financial Officer and
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Nyer Medical Group, Inc. and will be retained by Nyer Medical
Group, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.