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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER: 1-13861
MED-EMERG INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
PROVINCE OF ONTARIO, CANADA
(State or Other Jurisdiction of Incorporation or Organization)
2550 Argentia Road, Suite 205
Mississauga, Ontario, Canada L5N 5R1
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (905) 858-1368
Securities registered or to be registered pursuant to Section 12(g) of the Act.
(Title of each class) (Name of each exchange on which registered)
COMMON STOCK, NO PAR VALUE OTC Bulletin Board
REDEEMABLE COMMON STOCK
PURCHASE WARRANTS OTC Bulletin Board
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. NONE
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether registrant is an accelerated
filer (as defined in Exchange Act Rule 12(b)-2). Yes [ ] No [X]
The aggregate market value of the shares of Common Stock
(based upon the closing sales price of the Company's Common Stock as
reported on the OTC Bulletin Board on November 3, 2003) of the
registrant held by non-affiliates on September 30, 2003 was
approximately US$3,920,000.
As of September 30, 2003, 9,564,332 shares of the registrant's
Common Stock were outstanding.
(All figures in US dollars unless otherwise indicated.)
MED-EMERG INTERNATIONAL INC.
SEPTEMBER 30, 2003 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II: OTHER INFORMATION
Item 5. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
Signatures
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission. All such forward-looking statements
are expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition, Med
Emerg International Inc. ("MEII" or the "Company") disclaims any obligations to
update any forward-looking statements to reflect events or circumstances after
the date hereof.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as at September 30, 2003 (unaudited) and December
31, 2002 (audited)
Consolidated Statements of Operations and Deficit for the three and nine months
ended September 30, 2003 and 2002 (unaudited)
Consolidated Statement of Cash Flows for the three and nine months ended
September 30, 2003 and 2002 (unaudited)
Notes to Unaudited Consolidated Financial Statements
MED-EMERG INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002 (AUDITED)
(IN US$)
SEPTEMBER 30 DECEMBER 31
2003 2002
-------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 489,890 $ 173,841
Accounts receivable 5,268,570 2,531,424
Prepaid expenses and other 36,002 127,947
Deferred financing costs - 42,883
-------------- -------------
5,794,462 2,876,095
-------------- -------------
Investment in AIM Health Group Ltd. (note 7) 129,639 -
Property, plant and equipment 298,776 765,112
-------------- -------------
$ 6,222,877 $ 3,641,207
-------------- -------------
-------------- -------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Demand loan (note 4) $ 389,767 $ 11,462
Accounts payable and accrued liabilities 8,230,133 4,512,586
Current portion of deferred revenue - 83,352
Other loans (note 6) - 545,235
-------------- -------------
8,619,900 5,152,635
LONG-TERM LIABILITIES
Deferred revenue - 184,742
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8,619,900 5,337,377
-------------- -------------
Minority interest - 2,170
-------------- -------------
Contingent liabilities (note 13)
SHAREHOLDERS' DEFICIT
Capital stock 11,544,736 11,544,736
Contributed surplus (note 9) 2,374,776 1,236,587
Convertible debentures (note 8) 373,905 261,440
Deficit (15,973,511) (14,333,572)
Cumulative translation adjustment (716,929) (407,531)
-------------- -------------
(2,397,023) (1,698,340)
-------------- -------------
$ 6,222,877 $ 3,641,207
-------------- -------------
-------------- -------------
The accompanying notes are an integral part of these consolidated financial
statements.
MED-EMERG INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
(IN US$)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
2003 2002 2003 2002
---------------------------------------------------------------
(see note 14) (see note 14)
REVENUE $ 16,381,926 $ 11,673,244 $ 47,938,398 $ 32,725,096
PHYSICIAN FEES AND OTHER DIRECT COSTS 14,019,292 9,961,736 41,321,445 27,793,831
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2,362,634 1,711,508 6,616,953 4,931,265
---------------------------------------------------------------
EXPENSES
Salaries and benefits 1,065,993 847,110 3,093,206 2,453,838
General and administration 467,582 260,751 1,671,774 692,811
Occupancy costs and supplies 387,040 391,046 1,158,874 1,162,931
Public company costs 30,132 33,713 96,181 71,034
Travel & marketing 106,964 54,445 299,884 159,944
---------------------------------------------------------------
2,057,711 1,587,065 6,319,919 4,540,558
---------------------------------------------------------------
INCOME BEFORE UNDERNOTED ITEMS 304,923 124,443 297,034 390,707
Interest and financing expense 178,750 231,249 528,457 795,557
Amortization of property, plant and equipment 77,426 66,936 205,712 187,017
Stock compensation expenses (note 9) 19,333 - 1,138,189 -
Loss (gain) on disposition (note 7) (109,415) 10,911 (109,415) 10,911
Foregiveness of loan - - - (228,430)
---------------------------------------------------------------
166,094 309,096 1,762,943 765,055
---------------------------------------------------------------
OPERATING INCOME (LOSS) BEFORE INCOME TAXES 138,829 (184,653) (1,465,909) (374,348)
Income taxes (recovery) (4,036) (2,176) (3,704) (13,568)
---------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST & PREFERRED
SHARE DIVIDENDS 142,865 (182,477) (1,462,205) (360,780)
Minority interest (5,607) 2,181 (1,440) 8,950
---------------------------------------------------------------
NET INCOME (LOSS) BEFORE PREFERRED SHARE DIVIDENDS 148,472 (184,658) (1,460,765) (369,730)
Preferred share dividends 33,758 33,750 101,257 101,239
---------------------------------------------------------------
NET INCOME (LOSS) 114,714 (218,408) (1,562,022) (470,969)
DEFICIT, BEGINNING OF THE PERIOD (16,061,371) (13,805,342) (14,333,572) (13,510,845)
Convertible debenture charges (note 8) (26,854) (21,116) (77,917) (63,052)
---------------------------------------------------------------
DEFICIT, END OF THE PERIOD $(15,973,511) $(14,044,866) $(15,973,511) $ (14,044,866)
---------------------------------------------------------------
---------------------------------------------------------------
BASIC LOSS PER COMMON SHARE $ 0.01 $ (0.03) $ (0.17) $ (0.06)
---------------------------------------------------------------
---------------------------------------------------------------
WEIGHTED AVERAGE BASIC COMMON SHARES OUTSTANDING 9,564,332 9,564,332 9,564,332 9,444,332
---------------------------------------------------------------
---------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
MED-EMERG INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
(IN US$)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
2003 2002 2003 2002
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(see note 14) (see note 14)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period $ 114,714 $ (218,408) $(1,562,022) $ (470,969)
Adjustments for:
Amortization of property, plant and equipment 77,426 66,936 205,712 187,017
Minority interest (2,360) (796) (2,170) 179
Foregiveness of loan - - - (228,430)
Stock compensation expenses (note 9) 19,333 - 1,138,189 -
Convertible debentures (note 8) 11,908 12,092 34,548 38,231
Loss (gain) on disposition (note 7) (109,415) 10,911 (109,415) 10,911
Investment in AIM Health Group Ltd. (note 7) (129,639) - (129,639) -
Common shares issued for financing - - - 194,400
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(18,033) (129,265) (424,797) (268,661)
Increase (decrease) in non-cash working capital components (391,956) 84,031 919,287 617,093
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(409,989) (45,234) 494,490 348,432
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CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (64,579) 20,144 (319,113) (375,880)
Proceeds from sale of investment in clinics (note 7) 574,117 - 574,117 -
Sale of investment in Next Generation Technology Holdings, Inc. - - - 102,051
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509,538 20,144 255,004 (273,829)
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CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank indebtedness - - - (965,435)
Demand loan (note 4) 241,540 (18,379) 378,305 477,670
Deferred financing costs incurred - 39,150 42,883 (69,350)
Issuance (repayment) of other loans (361,722) (82,491) (545,235) 491,254
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(120,182) (61,720) (124,047) (65,861)
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Effect of foreign currency exchange rate changes 22,953 64,401 (309,398) (5,722)
INCREASE (DECREASE) IN CASH 2,320 (22,409) 316,049 3,020
Cash, beginning of period 487,570 95,770 173,841 70,341
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Cash, end of period $ 489,890 $ 73,361 $ 489,890 $ 73,361
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The accompanying notes are integral part of these consolidated financial
statements.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Med-Emerg International Inc. ("MEII" or the "Company") is a private sector
provider of quality healthcare management services to the Canadian healthcare
industry.
The Company is publicly traded and listed on the OTC Bulletin Board. The Company
completed its initial public offering in February 1998.
The Company's operations are in Canada and are divided into five business units:
Hospital Staffing, Medical Clinics, Government Healthcare Services,
Pharmaceutical Support and Long-Term Care. The Company intends to broaden its
healthcare management services over a wider geographic base.
For hospital staffing, the Company provides emergency department physician and
nurse recruitment, staffing and administrative support services to hospitals, on
a contractual basis. At September 30, 2003, the Company had 21 contracts for
physician staffing and five contracts for nurse staffing.
The Company owns and manages five medical clinic facilities. This unit provides
physicians with the ability to practice within a professionally managed network
and to concentrate on the clinical aspects of their practices. The Company
has entered into a conditional agreement to close and divest of these clinics
before the end of the year.
The Company provides medical personnel to the entire Canadian Forces ("CF"). The
Company provides in-garrison healthcare at bases across Canada. Through this
contract the Company recruits, schedules and manages physicians, nurses,
dentists, physiotherapists and other healthcare professionals to provide
services as required by the CF health authority resident at each base.
The Company provides special access Remicade(TM) infusion services to patients
suffering from Crohn's Disease and Rheumatoid Arthritis at clinic locations in
Ontario.
MEII provides physician and nurse practitioners to select long-term care
facilities in Ontario. Such physician services include admission physical
assessments and regular primary care to residents of the facilities.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles. These
financial statements consolidate, with minority interest, the accounts of MEII
and all wholly- and partially-owned subsidiaries of MEII. The consolidated
financial statements are expressed in US dollars and are prepared in accordance
with Canadian generally accepted accounting principles. Differences between
Canadian and United States accounting principles are described in note 10.
In the opinion of management, the unaudited interim consolidated financial
statements follow the same accounting policies and methods of application as the
most recent audited annual financial statements.
Operating results for the interim periods are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003.
These consolidated financial statements, footnote disclosures and other
information should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002.
Significant intercompany accounts and transactions have been eliminated on
consolidation.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Going concern
The consolidated financial statements have been prepared on principles
applicable to a going concern which assumes that the Company will be able to
realize its assets and discharge its obligations in the normal course of
business. As at September 30, 2003, the Company had a working capital deficiency
of $2,825,438 and a shareholders' deficit of $ 2,397,023.
On June 28th, 2002 the Company discharged its primary banker HSBC Bank Canada
("HSBC") and MEII currently relies on an asset-based lender.
MEII reported its first quarterly profit in more than two years in the current
quarter. Management continues to pursue opportunities to enhance profitability.
These plans include:
1) pursuing suitable financing opportunities;
2) cost-cutting measures where available including divestiture of certain
clinics (see note 7); and
3) negotiating discounts with suppliers or improved pricing
The Company's ability to continue as a going concern is dependent on the
successful implementation of this plan.
Should the Company be unable to successfully implement its plan, it may not be
able to continue as a going concern. As a result, certain assets and liabilities
currently reflected in the balance sheet at book value would have to be adjusted
to liquidated values.
b) Use of estimates
The preparation of consolidated financial statements in conformity with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities during the reporting period. Significant
areas requiring the use of estimates relate to: 1) the reported amounts of
revenues and expenses, 2) the disclosure of contingent liabilities, 3) the
carrying value of property, plant, and equipment and the rate of amortization
related thereto. Actual results could differ from those estimates.
c) Short term investments
Short term investments comprising marketable securities were written down to its
market value.
d) Long term investments
Investments are accounted for at cost when the conditions for equity accounting
are not present, and on the equity basis when significant influence exists.
Declines in market values of investments are expensed when such declines are
considered to be other than temporary.
e) Property, plant and equipment
Property, plant and equipment are recorded at cost and are amortized over their
estimated useful lives at the undernoted rates and methods:
Furniture and fixtures 20% Declining balance
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Medical equipment 10% Declining balance
Computer software 100% Declining balance
Computer hardware 30% Declining balance
Leasehold improvements 5-10 years Straight-line
f) Impairment charges
At least annually and when events and circumstances warrant a review, the
Company evaluates the carrying value of its assets for potential impairment. An
impairment loss is recognized when the estimated net realizable value of any
asset is less than its carrying value. Any impairment in assets is written down
and charged to earnings in the year.
g) Revenue recognition
The company has adopted the provisions of Emerging Issues Committee ("EIC") -
123, issued by the Canadian Institute of Chartered Accountants (CICA) which
became effective on January 1, 2002. EIC -123 addresses the reporting of revenue
on a gross basis as a principal versus on a net basis as an agent.
The following is a description of MEII's revenue recognition policies for each
of the significant business units.
(1) Clinic Staffing:
Revenue is reported on a mix of both gross and net basis for clinic staffing.
MEII acts as principal in providing health service delivery through the
clinic network. MEII is the operator of the clinic that provides the health
service, has the responsibility to provide the facility, staffing and
follow-up effort (both by way of clinic managers and by providing the billing
function) and also controls the patient records, patient billings and patient
collections. There are a number of risks MEII attempts to manage which
includes insurance coverage both in respect of the property and also coverage
on healthcare professionals who work for the Company. Revenue from these
clinics is recognized on a gross basis. However, in certain other clinics the
billings are submitted and collected by the physicians directly and only the
Company's portion is remitted to MEII. In such cases the revenue is recorded
on a net basis.
(2) Hospital Staffing, Pharmaceutical support and Long-term care:
Revenue is reported on a gross basis.
MEII acts as a principal in providing these services. MEII contracts with
emergency room physician and nursing personnel to provide services to hospitals
in Ontario, a mix of rural and urban facilities including tertiary care centres.
Under contract with Schering-Plough Canada, MEII acts as the co-ordinator for
the community-based infusion of Remicade(TM) for the treatment of patients with
rheumatoid arthritis and Chron's disease.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
In 2002, MEII commenced a new line of business, which involves contracting
with physicians and nurse practitioners to provide services to long-term care
facilities in Ontario.
(3) Healthcare Services (Includes Department of National Defence ("DND")):
Revenue is reported on a gross basis.
MEII has an administrative management contract with Public Works and
Government Services Canada ("PWGSC") to provide personnel to Canadian armed
forces across Canada on behalf of the Minister of National Defence.
Under the terms of the contract, MEII has the responsibility to hire medical
personnel and support staff and where necessary provide appropriate training
and supervision of the work performed at the respective bases across Canada.
MEII bills DND for the work performed by these individuals and in turns pays
the medical personnel and support staff based on the terms of the respective
contracts signed with them.
h) Future income taxes
The Company accounts for income taxes using the asset and liability method.
Future tax assets and liabilities are recognized for the future taxes
attributable to the temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
carrying values. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. A
valuation allowance against future tax assets is provided to the extent that the
realizations of these future tax assets is not more likely than not.
i) Cash
Cash consists of cash on hand and in banks.
j) Foreign currency translation
The Company has adopted the recommendation of the Canadian Institute of
Chartered Accountants ("CICA") handbook section 1650 Foreign Currency
Translation. The amended standard eliminates the deferral and amortization
approach to exchange gains and losses on long-term monetary items and requires
the disclosure of the exchange gains and losses included in the calculation of
net income. There is no material effect of this change in accounting policy on
the financial statements of the Company.
The Company maintains its books and records in Canadian dollars. The financial
statements are converted to U.S. dollars as the Company is required to file
documentation with the US Securities and Exchange Commission. The translation
method used is the current rate method. Under the current rate method all assets
and liabilities are translated at the current rate prevailing at the balance
sheet date, shareholders' deficit is translated at historical rates and all
income and expense items are translated at average rates for the year. Due to
the fact that items in the financial statements are being translated at
different rates according to their nature, a translation adjustment is created.
This translation adjustment has been included in cumulative translation
adjustment.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
k) Stock compensation
The Company has adopted section 3870 issued by the CICA in respect of stock
based compensation and other stock based payments. This section requires that a
fair value based method of accounting be applied to all stock based payments to
non-employees and to direct awards of stock to employees. The standard requires
either the recognition of a compensation expense for grants of stock, stock
options, and other equity instruments to employees based on the estimated fair
value of the instruments at the grant date, or alternatively, the disclosure of
pro forma net earnings and earnings per share data as if stock based
compensation had been recognized in earnings.
4. DEMAND LOAN
The demand loan amount is owing to Morrison Financial Services Limited ("MFSL")
under the terms described in note 5.
5. REFINANCING ACTIVITIES
a) On May 24, 2002 the Company issued a $720,000 discounted secured debenture,
with net proceeds of $600,000 and repaid bank loans from the net proceeds.
The terms of the secured debenture include:
1. maturity date of June 1, 2003
2. an effective interest rate of 23.4% per annum
3. convertible into common shares at $1 per share at the option of the
holder
4. 216,000 restricted common shares issued to the debenture holders
5. redeemable on or before 180th day from the date of the closing at 115%
of the principal amount, and any date thereafter at 120% of the
principal amount.
A principal shareholder of the Company guaranteed the debenture, providing as
security, unrestricted free trading common shares of the Company equivalent to
150% of the face value of the debenture. In exchange for the guarantee, the
Company issued to the guarantor shareholder common share purchase options to
purchase 100,000 common shares at $1.00 per share. In the event that the market
value of the common shares provided as security falls below 200 % of the face
amount of the debenture, the Company is required to pledge additional securities
to return the market value to 200% of the face amount (see note 6 for more
details).
The secured debenture was repaid, in full, on July 2, 2003.
b) On June 28, 2002, MFSL paid HSBC $475,406 on MEII's behalf. This had the
effect of reducing the Company's total debt by $228,459 since the obligation to
the HSBC was eliminated at a discounted value. MFSL provided the Company with a
full-recourse invoice discounted facility in an amount not to exceed $475,406
based on purchasing and advancing up to 75% of the face amount of a qualifying
invoice with the balance held on reserve until the invoice is collected in full.
The facility had a term of one year, with an annualized interest rate of 34.22%
that matured on June 28, 2003. The Company renegotiated this loan agreement with
MFSL. The following clauses of the agreement were amended as follows:
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
5. REFINANCING ACTIVITIES (CONT'D)
1. Facility: The maximum amount of the facility increased from $555,597
($750,000 CDN) in aggregate advances outstanding from time to time, to
a maximum of $740,796 ($1,000,000 CDN). The advance rate increased
from 75% of the face amount of qualifying invoices to 80%.
2. Term: The term of the facility is for a one year period that commenced
on July 1, 2003.
3. Discount fees: The discount fees charged are reduced from 34.22% to
23% on an annualized basis.
If MEII terminates this financing facility within the 12-month period beginning
July 1, 2003, the Company shall be subject to an exit fee equivalent to the
amount of discount fees paid under this facility in the prior three full months.
In addition to the specific Standard Form Assignments (General), all amounts due
to MFSL are secured by a general security agreement on all assets and
undertakings of MEII, an assignment of all risk insurance policies and an
assignment of key man life insurance of a director.
6. OTHER LOANS
SEPTEMBER 30 DECEMBER 31
2003 2002
-------------------------------------
Bank loan, interest at 10.9%, repayable in equal monthly installments
of $1,475 principal plus interest, secured by personal guarantee of a
shareholder, due August 2003 - 10,082
Secured debenture, effective interest at 23.4% (see note 5) - 535,000
Obligations under capital lease - 153
-------------------------------------
- 545,235
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-------------------------------------
The secured debenture was repaid, in full, on July 2, 2003.
7. INVESTMENT AND DISPOSITION
On September 5, 2003 the Company entered into a transaction with AIM Health
Group Ltd. ("AIM") to dispose of MEII's Ontario-based clinic operations and more
specifically the following clinics: Elmvale, Merivale, Herongate, Kanata,
Orleans, Hillside, Hampton, PSA, Caresource, Pond Mills, Central, Glenderry,
Dundas and Wallaceburg.
The Company sold the subsidiary corporations that owned these clinics to AIM.
The names of these corporations are as follows: 1189543 Ontario Inc. (and its
subsidiaries 1180668 Ontario Inc., 1292363 Ontario Corporation and 1024528
Ontario Inc.), Med-Plus Health Centres Ltd. (and its subsidiary Glenderry
Medical Walk-In Clinic Inc.), Med-Emerg Urgent Care Inc. and Caremedics
(Elmvale) Inc.
MEII sold all of the shares owned by MEII in these companies (including all
assets and liabilities of the companies identified above), complete with all
lease and employee obligations.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
7. INVESTMENT AND DISPOSITION (CONT'D)
In consideration for the sale of the shares of these corporations, MEII received
$574,117 ($775,000 CDN). The purchase price shall be paid as follows:
I. $370,398 ($500,000 CDN) cash upon signing the purchase and sale
agreement on September 5, 2003.
II. $37,040 ($50,000 CDN) cash upon the date of closing of the transaction
of the purchase and sale for the purchased shares
III. $37,040 ($50,000 CD) cash on the later of the renegotiation of certain
contractual obligations related to one of the clinic operations or
January 2, 2004
IV. $129,639 ($175,000 CDN) by way of issuance by AIM of 175,000 Class A
Preference shares in the capital of AIM, with a face value of $0.74
($1 CDN) per share
This transaction resulted in a $109,415 gain on disposition of these clinic
companies as at September 30, 2003, the effective date of the transaction, as
the net assets of the companies sold were less than proceeds received by MEII.
The Company has accounted for the investment using the cost method at a value of
$0.74 ($1 CDN) for each Class A Preference share. It is the Company's intention
to hold the AIM Preference shares for greater than one year and has accordingly
classified the investment as long-term.
Each Class A Preference share entitles the holder to receive for each fiscal
year as declared by the board of directors of AIM a cumulative dividend at an
amount equal to the greater of:
I. Three (3%) percent of the amount recorded in the stated capital
account maintained in respect of the Class A Preference Shares of
AIM ("fixed dividends"); and
II. Twenty (20%) of the cumulative net income of the clinic
corporations calculated under generally accepted accounting
principles on a basis consistent with those of the previous years
("variable dividends").
The cumulative amount of the fixed dividends paid to the holders of Class A
Preference shares in prior years shall reduce the variable dividends payable to
the holders of Class A Preference shares in a given year.
MEII and AIM will continue to work together to ensure the long-term successful
development of these clinics.
8. CONVERTIBLE DEBENTURES
The convertible debentures were issued on September 30, 2001, are due on
September 30, 2006 and bear interest at 7%. MEII may pay the principal amount
and accrued interest at any time prior to maturity by way of cash or shares of
MEII common stock or a combination of cash and MEII common stock at the
discretion of the Company. The amount of the repayment of the convertible
debenture being tendered as MEII common stock shall be valued by dividing the
repayment amount by the average closing price for MEII common stock for 10
trading days prior to the date of notice of payment or, if MEII common stock is
not then publicly traded, by the net asset value per share of the MEII common
stock. Accordingly, these debentures have been reflected in the financial
statements at its estimated present value and included in shareholder's deficit.
The 2002 comparative figures have been restated (see note 14).
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
8. CONVERTIBLE DEBENTURES (CONT'D)
Convertible debentures Present Value
Undiscounted Total at the Date of Issuance
------------------ -----------------------
Principal due on September 30, 2006 $590,536 $92,130
Interest due on September 30, 2006 206,688 32,245
-------- -------
$797,224 $124,375
-------- -------
SEPTEMBER 30
2003
------------
Convertible debentures at December 31, 2001 $124,375
Interest costs in 2002 52,985
Convertible debenture charges in 2002 84,080
Interest costs in 2003 34,548
Convertible debenture charges in 2003 77,917
------------
Convertible debentures at September 30, 2003 $373,905
------------
------------
The above debentures will be accreted up to their principal values at the rate
of 45% per annum on the net present values shown. During fiscal 2002 the amount
of $84,080 was accreted to principal with corresponding charge to deficit and
for the period ending September 30, 2003 $77,917 was accreted to the balance.
9. CONTRIBUTED SURPLUS
During the first quarter of 2003 the terms of the warrants were amended
entitling each warrant holder to purchase one share of common stock at a price
of $0.50 (previously $4.50). The expiry of these warrants has been extended from
February 11, 2003 to February 11, 2005.
On May 15, 2003, 785,000 options were granted with an exercise price of $0.50
per option. The options vest immediately and are available for a term of five
years expiring on May 15, 2008. The Company also cancelled 730,000 options
during the second quarter of 2002; 230,000 options at $1.25 per option and
400,000 options at $1.50 per option; 100,000 options at $0.50 per option.
Due to the amendment to these above mentioned warrants and the issuance of new
options the fair value amounting to $774,891 and $363,298 respectively have been
determined using an option pricing model (Black Scholes) as per section 3870 of
the CICA handbook. These amounts have been credited to contributed surplus.
10. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES
These consolidated financial statements have been prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP"), which
conform in all material respects with those in the United States ("U.S. GAAP")
during the periods presented, except with respect to the following:
(a) Deficit
Under Canadian GAAP, the convertible debentures have been presented in
Shareholders' deficit as the Company has the option to satisfy the debt by way
of cash or shares or a combination of cash and shares. The debentures have been
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
10. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONT'D)
discounted to reflect the net present value as at the balance sheet date.
Under U.S. GAAP, these obligations should be shown as long-term debt on the
balance sheet.
If U.S. GAAP were employed, deficit for the period would be adjusted as follows:
SEPTEMBER 30 DECEMBER 31
2003 2002
---------------- ----------------
Deficit based on Canadian GAAP $ (15,973,511) $ (14,333,572)
Convertible debentures (note 8) (317,532) (395,449)
---------------- ----------------
Deficit based on US GAAP (16,291,043) (14,729,021)
---------------- ----------------
(b) Shareholders' deficit
Under Canadian GAAP, the purchase price of an acquisition is determined based on
the share price on the date the transaction is consummated. Under U.S. GAAP, the
purchase price of an acquisition where shares are issued is determined based on
the share price for the period surrounding the announcement date of the
acquisition. The share price used for the YFMC Healthcare Inc. acquisition under
Canadian GAAP was $1.25. The share price used for the YFMC Healthcare Inc.
acquisition under U.S. GAAP was $1.859.
Under U.S. GAAP, detachable stock purchase warrants are given separate
recognition from the primary security issued. Upon initial recognition, the
carrying amount of the two securities is allocated based on the relative fair
values at the date of issuance. Under Canadian GAAP, the detachable stock
purchase warrants issued in conjunction with the private stock offering on
January 22, 1996 and subsequently surrendered, have been given no recognition in
the financial statements. Under U.S. GAAP, based on an ascribed fair value of $
0.364 for each of the 1,000,000 share warrants issued, share capital would be
lower by $ 36,406 and, given that the stock purchase warrants were cancelled,
the carrying amount of contributed surplus would be increased by $ 36,406.
Under U.S. GAAP the effect on shareholders' deficit would be adjusted as
follows:
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
10. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONT'D)
SEPTEMBER 30 DECEMBER 31
2003 2002
---------------- ----------------
Capital stock 11,544,736 11,544,736
Capital stock issued on purchase of YFMC Healthcare Inc. 1,087,872 1,087,872
Ascribed fair value of share purchase warrants issued (36,406) (36,406)
---------------- ----------------
Capital stock - U.S. GAAP 12,596,202 12,596,202
---------------- ----------------
---------------- ----------------
Contributed surplus 2,374,776 1,236,587
Share purchase warrants 36,406 36,406
---------------- ----------------
Paid-in-capital - U.S. GAAP 2,411,182 1,272,993
---------------- ----------------
---------------- ----------------
Deficit - U.S. GAAP (16,291,043) (14,729,021)
Cumulative translation adjustment (716,929) (407,531)
---------------- ----------------
Shareholders' deficit - U.S. GAAP (2,000,588) (1,267,357)
---------------- ----------------
---------------- ----------------
(c) Comprehensive loss
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130), establishes standards for reporting and display of
comprehensive loss and its components in the financial statements. Under U.S.
GAAP, the comprehensive loss for the nine months ended September 30, 2003 and
2002 would be adjusted as follows:
SEPTEMBER 30 SEPTEMBER 30
2003 2002
---------------- ----------------
Net loss (U.S./Canadian GAAP) (1,562,022) (470,969)
Foreign currency translation adjustment (309,398) (5,722)
---------------- ----------------
Comprehensive loss (1,871,420) (476,691)
---------------- ----------------
(d) Recently issued Accounting Standards
The following standards were issued by the Financial Accounting Standards Board
during 2003 and 2002:
SFAS No. 143 - Accounting for asset retirement obligations - this
standard requires that entities record the fair value of a
liability for an asset retirement obligation in the period in
which it is incurred. This standard is effective for fiscal years
beginning after June 15, 2002.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
10. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONT'D)
SFAS No. 144 - Accounting for the impairment or disposal of
long-lived assets. This standard supercedes SFAS No. 121 -
Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of. This standard requires that
businesses recognize impairment when the financial statement
carrying amount of long-lived asset or asset group exceeds its
fair value and is not recoverable.
SFAS No. 145 - Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB No. 13, and Technical Corrections. SFAS 145
updates, clarifies and simplifies existing accounting
pronouncements. SFAS 145 rescinds Statement No. 4, which required
all gains and losses from extinguishments of debt to be
aggregated and, if material, classified as an extraordinary
items, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30 will now be used to classify those
gains and losses because Statement No. 4 has been rescinded.
Statement No. 44 was issued to establish accounting requirements
for the effects of transition to provisions of the Motor Carrier
Act of 1980. Because the transition has been completed, Statement
No. 44 is no longer necessary.
SFAS No. 146 - Accounting for Cost Associated with the Exit of
Disposal Activities. SFAS 146 requires companies to recognize
costs associated with exit or disposal activities when they are
incurred rather than at the date of commitment to an exit or
disposal plan. Previous accounting guidance was provided by
Emerging Issues Task Force ("EITF") Issue No. 94-3. SFAS 146
replaces EITF94-3. The Statement is to be applied prospectively
to exit or disposal activities initiated after December 31, 2002.
SFAS No. 147 - Acquisition of certain financial institutions an
amendment of SFAS 72 and 144 and SFAS interpretation number 9
issued October 2002 and relates to acquisitions of financial
institutions.
SFAS No. 148 - Accounting for stock based compensation-transition
and disclosure an amendment of SFAS 123 issued December 2002 and
permits two additional transition methods for entities that adopt
the fair value based method of accounting for stock based
employee compensation to avoid the ramp-up effect arising from
prospective application. This statement also improves the
prominence and clarity of the pro-forma disclosures required by
SFAS 123.
SFAS No. 149 - Amendment of statement 133 on derivative
instruments and hedging activities. This statement amends and
clarifies financial accounting and reporting for derivative
instruments embedded in other contracts (collectively referred to
as derivatives) and for hedging activities under FASB 133
accounting for derivative instruments and hedging activities.
SFAS No. 150- Accounting for certain financial instruments with
characteristics of both liabilities and equity. This statement
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity.
The Company believes that the above standards would not have a material impact
on its financial position, results of operations or cash flows as it relates to
the reconciliation of Canadian and United States accounting policy differences.
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
11. ECONOMIC DEPENDENCE
Approximately 64% of revenue and 27% of gross margin is derived from one
customer (69% of revenue and 27% of gross margin in 2002). Receivables for this
customer amounted to 54% of total receivables (53% of total receivables in
2002). The loss of a material amount of revenue to this customer could have a
material adverse effect on operations of the Company.
12. SEGMENTED INFORMATION
The Company operates under five business units: Hospital Staffing, Medical
Clinics, Government Healthcare Services, Pharmaceutical Support and Long-Term
Care.
The Hospital Staffing unit contracts with hospitals for the provision of
physician staffing, nurse staffing and administrative support services. The
Company also contracts with clinical facilities and local communities for the
locum or permanent placement of a physician in a community.
The Medical Clinics unit owns and manages medical clinic facilities. The clinics
include family practice, walk-in services, and other related services such as
massage therapy and chiropractic services. The Company has entered into a
conditional agreement to close and divest of these clinics before the end of
the year.
The Government Healthcare Services division recruits, schedules and manages
physicians, nurses, dentists, physiotherapists and other regulated healthcare
professionals at Canadian Forces bases, across Canada.
In the table below, the Hospital Staffing unit includes the revenue and cost for
the Long-term Care business unit and the Medical Clinics unit includes the
revenue and cost for the Pharmaceutical Support unit.
The segmented information for the business units are as follows:
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
SEPTEMBER 30, 2003
------------------------------------------------------------------------
GOVERNMENT
HOSPITAL MEDICAL HEALTHCARE
STAFFING CLINICS SERVICES CONSOLIDATED
THREE MONTHS ENDED SEPTEMBER 30, 2003
Revenue 3,809,638 2,317,856 10,254,432 16,381,926
Gross margin 698,399 1,056,510 607,725 2,362,634
Operating income (loss) 299,364 (118,839) 124,398 304,923
Net income (loss) 237,121 (99,756) (22,651) 114,714
NINE MONTHS ENDED SEPTEMBER 30, 2003
------------------------------------------------------------------------
Revenue 10,744,233 6,661,800 30,532,365 47,938,398
Gross margin 1,820,313 3,025,234 1,771,406 6,616,953
Operating income (loss) 833,932 (487,058) (49,840) 297,034
Net income (loss) 334,947 (1,035,412) (861,557) (1,562,022)
Assets employed at end of period 2,788,171 875,454 2,559,252 6,222,877
Depreciation/amortization 12,734 137,007 55,971 205,712
SEPTEMBER 30, 2002
------------------------------------------------------------------------
GOVERNMENT
HOSPITAL MEDICAL HEALTHCARE
STAFFING CLINICS SERVICES CONSOLIDATED
THREE MONTHS ENDED SEPTEMBER 30, 2002
------------------------------------------------------------------------
Revenue 1,533,821 2,007,981 8,131,442 11,673,244
Gross margin 277,007 946,277 488,224 1,711,508
Operating income (loss) 75,881 (122,992) 171,554 124,443
Net income (loss) 20,622 (243,718) 4,688 (218,408)
NINE MONTHS ENDED SEPTEMBER 30, 2002
------------------------------------------------------------------------
Revenue 4,088,600 6,014,533 22,621,963 32,725,096
Gross margin 707,155 2,868,191 1,355,919 4,931,265
Operating income (loss) 128,123 (219,174) 481,758 390,707
Net income (loss) (9,826) (505,070) 43,927 (470,969)
Assets employed at end of period 1,054,430 1,709,513 1,993,912 4,757,855
Depreciation/amortization 38,435 121,282 27,300 187,017
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
13. CONTINGENT LIABILITIES
(i) YMFC HealthCare Inc., a wholly owned subsidiary of the Company, is
in receipt of a letter from Canada Customs and Revenue Agency
("CCRA") dated April 30, 2001, adjusting YFMC's Goods and Services
Tax returns for the period from December 31, 1992, to December 31,
1996. The total amount claimed by CCRA for this period is
$249,000. In the event that YFMC is ultimately found liable, the
Company intends to claim an indemnity for such amount against the
directors and certain named principals of YFMC pursuant to the
Company's rights under the purchase agreement for YFMC executed on
August 10, 1999. The Company's legal counsel has advised that CCRA
does not intend to pursue YFMC for these amounts.
(ii) There is uncertainty with respect to the Company's liability for
Goods and Services tax pertaining to certain services which it
provides. The measurement of this uncertainty is not determinable
and accordingly no provision has been made in respect thereof in
these financial statements.
(iii) There is uncertainty with respect to the Company's liability for
Workers Safety and Insurance Board premiums pertaining to its
contract with PWGSC. The measurement of this uncertainty is not
determinable and accordingly no provision has been made in respect
thereof in these financial statements.
Any liability resulting from the above will be reflected as a charge to income
in the year incurred.
14. COMPARATIVE FIGURES
Certain figures in the 2002 financial statements have been reclassified and
restated to conform with the basis of presentation in 2003. The statement of
operations for the nine months ended September 30, 2002 has been restated to
reflect a net present value discount applied to the convertible debentures
payable in connection with the conditional stock exchange option for certain
former HealthyConnect.com Inc. (HCCI) shareholders. The future payments of the
convertible debentures which can be settled at the Company's option in cash or
common stock has been reclassified from liabilities to shareholder's deficit.
The effect of this restatement is as follows:
AS RESTATED FOR THE AS PREVIOUSLY REPORTED AS RESTATED FOR THE AS PREVIOUSLY REPORTED
THREE MONTHS ENDED FOR THE THREE MONTHS ENDED NINE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2002 SEPTEMBER 30, 2002 SEPTEMBER 30, 2002
-------------------- -------------------------- ------------------- -------------------------
Operating loss before income taxes (184,653) (200,142) (374,348) (363,699)
taxes
Net loss before minority interest,
and preferred share dividends (182,477) (197,966) (360,780) (350,131)
Net loss before preferred
share dividends (184,658) (200,147) (369,730) (359,081)
Net loss (218,408) (233,897) (470,969) (460,320)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-looking statements of Med-Emerg International Inc. ("MEII" or the
"Company) included herein or incorporated by reference including, but not
limited to, those regarding future business prospects, the acquisition of
additional clinics, the adequacy of capital resources and other statements
regarding trends relating to various revenue and expense items, could be
affected by a number of uncertainties and other factors beyond management's
control
OVERVIEW
MEII, based in Ontario, Canada, is a provider of a broad range of quality
healthcare management services. Established in 1983, the Company specializes in
the coordination and contract staffing of emergency physicians and nurses for
hospitals and clinics in Canada. Though emergency-related services are still an
important component of the Company's business, MEII has expanded to offer a wide
variety of medical services including staffing, medical clinics, the recruitment
of various healthcare professionals to fulfill a contract with the Department of
National Defence ("DND"), and a contract with Schering Plough Canada Inc. a
leading pharmaceutical company, to provide infusion services to patients.
The Company is positioned to build on its industry leadership by providing
integrated professional management services in the delivery of healthcare to the
healthcare consumer. The Company's operations are divided into five units:
Hospital Staffing, Medical Clinics, Government Healthcare Services,
Pharmaceutical Support, and Long-Term Care.
HOSPITAL STAFFING
The Company provides emergency room physician staffing services to hospitals in
Ontario, a mix of rural and urban facilities including tertiary care centers.
The Company pays its physicians on an hourly or sessional basis, and receives a
fixed monthly administrative management fee from each hospital. The Company also
provides nursing coverage to hospital emergency departments on a shift-by-shift
basis. The Company charges a fixed hourly rate for every hour of nursing
coverage provided. At September 30, 2003, the Company had 21 contracts for
physician staffing and five contracts for nurse staffing compared to 25
contracts for physician staffing and eight contracts for nurse staffing at
September 30, 2002. During the third quarter of 2003, the Hospital Staffing unit
provided approximately 20,000 hours of physician coverage and 14,000 hours of
nursing coverage per month for its' clients, compared to 4000 hours of physician
coverage and 1500 hours of nursing coverage during the third quarter of 2002.
The 400% and 833% increase in the number of physician and nurse hours,
respectively, is the result of MEII supporting the healthcare system during the
recent Severe Acute Respiratory Syndrome ("SARS") outbreak. The people of
Ontario, and more specifically, Toronto, Canada were confronted with the SARS
epidemic in March 2003. With a mortality rate of 15%, the Ministry of Health for
Ontario recognized the magnitude of the challenge and contacted Med-Emerg. In a
few short days, MEII mobilized its network of healthcare providers and recruited
approximately 250 doctors, nurses and respiratory technologists from across
Canada, the United States and the United Kingdom to combat the SARS outbreak.
The SARS experience is an excellent example of the Company's network in action.
The ability to draw on multi-disciplinary experts to address specific issues is
the core of the MEII service offering.
MEDICAL CLINICS
The Company began expanding its healthcare services in the early 1990's, in
response to the changing needs of patient care. The Company opened three
immediate care clinics in London and Mississauga, well before the concept
became popular in Ontario. During the third quarter of 2003 MEII sold 15
medical clinics to another health care company in Ontario leaving the Company
with five family practice clinics to own and operate in Western Canada;
Winnipeg (1), Edmonton (2) and Calgary (2) [see note 7 for more details
on the medical clinics disposition]. The Company has entered into a
conditional agreement to close and divest of these clinics before the end
of the year.
GOVERNMENT HEALTHCARE SERVICES
In March of 2001, the Company was awarded the administrative management services
contract, the largest of its kind, to provide medical personnel to the CF bases
across Canada. The contract has two stages, an initial period of three years
with another three year renewal option extending to March 31, 2007. As the
service administrator, the Company recruits, schedules and pays physicians,
nurses, dentists, physiotherapists and other regulated healthcare professionals
as required by the local health authority resident on each base. The Company is
paid a monthly administrative management fee by the DND that is linked to the
number of providers being managed. The contract was subsequently broadened, and
as at September 30, 2003, the Company managed more than 800 employees and
independent healthcare professionals in 39 bases across Canada.
Annual revenue for services provided under this contract is expected to exceed
$40 million for fiscal 2003, of which approximately $37.7 million will be paid
to the healthcare providers supporting this contract.
The primary benefit to DND from this contract will be the existence of a "one
stop shopping" arrangement for the military base. As part of a national
organization, the Company's recruiters source health service providers from all
regions of Canada. By developing a long-term relationship with their employees
and sub-contractors, and being able to react quickly to changing local
conditions, the Company provides some stability in the workforce and enhances
continuity in the delivery of patient care for the DND.
PHARMACEUTICAL SUPPORT
MEII continues to develop the Integrated Infusion Service ("IIS") which provides
clients/patients with a safe, comfortable and convenient infusion care setting
to ensure optimization of special drug therapy administration. In addition to
providing infusions of Remicade (Schering Plough) to patients with Crohn's
Disease and Rheumatoid Arthritis, MEII has recently signed an agreement to
supply Zometa (Novartis) for treating cancer patients with bone metastases. It
is expected that the IIS team will provide over 5,000 infusions in 2003, which
is an increase of 70% versus 2002. With the addition of Zometa, the infusion
number for 2004 will rise to over 12,000. MEII is actively pursuing new
agreements to provide infusion services for pharmaceutical companies and public
healthcare institutions.
The IIS team of dedicated health care providers and coordinators develop
individualized plans for each client/patient ensuring compliance to therapy for
optimal health outcomes. MEII has alliances with many key healthcare groups
forming a unique team keenly focused on a "continuum of care" delivering the
best service to patients and the prescribing physicians. MEII's conveniently
located infusion clinics provide easy access for clients. Each infusion clinic
follows rigorous Good Clinic Practice procedures ensuring a consistent, highly
professional infusion service. On site specialized infusion R.N.'s and Family
Practice Physicians provide optimum health care to each individual. The number
of infusion clinics is expected to increase from 14 to 24 by year-end 2004. The
IIS team is dedicated to ensure "Patient Compliance with Care".
LONG-TERM CARE
The problem of physician shortages is evident not only in hospitals in Ontario
but also in long-term care facilities. The Company has received requests from
long-term care facilities for physicians to provide admission physical
assessments and regular primary care to residents. Residents of these facilities
are typically not cared for by their family physicians once they are transferred
to long-term care facilities, thus they lack routine primary healthcare. During
April 2002, the Company commenced providing admission physical assessments and
regular primary care to residents at long-term care facilities. As at September
30, 2003 the Company provided physicians and nurse practitioners to 12 long-term
care facilities in Ontario (six in Ottawa and six in the Greater Toronto Area
("GTA")). The Company has developed and now sells a comprehensive eight-part
training program for registered nursing staff that it conducts twice annually
for several of its long-term care facility clients. Subsequent to September
30, 2003 the Company chose not to extend contracts with eight facilities and
now only services the four remaining. The Company intends to expand the
services provided in the current facilities where MEII has existing contracts
during the remainder of the year.
RESULTS OF OPERATIONS
NET LOSS
The Company incurred net income of $ 114,714, or 0.01 per common share for the
three months ended September 30, 2003 compared to a net loss of $218,408, or
(0.03) per common share for the three months ended September 30, 2002. The net
loss was $1,562,022, or (0.17) per common share for the nine months ended
September 30, 2003 compared to $470,969, or (0.06) per common share for the nine
months ended September 30, 2002.
REVENUE
The Company's revenue for the three months ended September 30, 2003 increased to
$16,381,926, compared to $ 11,673,244 for the three months ended September 30,
2002, or by 40%. For the nine months ended September 30, 2003 revenue increased
to $47,938,398 compared to $32,725,096 for the nine months ended September 30,
2002.
This revenue growth was largely attributable to the DND management service
contract whereby MEII staffed an increased number of health providers in the
first two quarters of fiscal 2003 versus the prior year. The Hospital staffing
division had increased revenues in the first nine months of 2003 compared to the
prior year as MEII was involved in staffing physician and nurse practitioners to
help support existing healthcare providers during the recent SARS outbreak. The
Long-term care and Pharmaceutical Support business units have also been
responsible for increased revenues for the period ended September 30, 2003.
Revenue from the Government Healthcare Services Division amounted to $10,254,432
for the three months ended September 30, 2003 compared to $8,131,442 for the
three months ended September 30, 2002. Governmental Healthcare Services revenue
for the nine months ended September 30, 2003 increased to $30,532,365 from
$22,621,963 for the nine months ended September 30, 2002. As at September 30,
2003, the Company provided approximately 815 medical personnel at DND bases
across Canada, compared to 770 as at September 30, 2002.
Revenues from the Hospital Staffing unit increased to $3,809,638 for the three
months ended September 30, 2003 compared to $1,533,821 for the three months
ended September 30, 2002 an increase of approximately 148%. For the nine months
ended September 30, 2003 Hospital Staffing revenue increased to $10,744,233 from
$4,088,600 an increase of $6,655,633 or 163%. The increase in revenues is the
result of the Company providing extensive support to the existing healthcare
infrastructure during the SARS outbreak in the GTA. As described above, MEII
provided approximately 250 healthcare professionals and over 46,000 hours to
assist the Ministry of Health for Ontario in combating the SARS epidemic. See
Hospital Staffing for greater details.
For the three months ended September 30, 2003, revenues from Medical Clinics
unit increased to $2,317,856 or approximately 15% from $2,007,981 for the three
months ended September 30, 2002. Medical Clinics revenue for the nine months
ended September 30, 2003 increased to $6,661,800 from $6,014,533 for the nine
months ended September 30, 2002, an increase of $647,267 or 11%. The increase
resulted from the higher revenues achieved from the Pharmaceutical support
division for the period ending September 30, 2003 compared to the nine months
ended September 30, 2002.
GROSS MARGIN
Gross Margin (revenue less physician and other direct costs) for the three
months ended September 30, 2003 increased to $2,362,634 or about 38%, compared
to $1,711,508 for the three months ended September 30, 2002. For the nine months
ended September 30, 2003, gross margin increased to $6,616,953 or approximately
34% from $4,931,265 for the nine months ended September 30, 2002. This increase
in gross margin was due to the DND management service contract and the Hospital
Staffing, Long-term care, and Pharmaceutical support business units all
experiencing higher volumes.
Physician fees and direct costs for the quarter ended September 30, 2003
increased to $ 14,019,292, compared to $ 9,961,736 for the three months ended
September 30, 2002, an increase of approximately 41%. The physician fees and
direct costs for the nine months ended September 30, 2003 was $41,321,445
compared to $27,793,831 for the nine months ended September 30, 2002. Physician
fees and other direct costs remained constant at about 85.5% of revenue for the
nine months ended September 30, 2003 and for the nine months ended September 30,
2002.
OPERATING EXPENSES
Operating expenses totaled $2,057,711 for the three months ended September 30,
2003 compared to $1,587,065 for the three months ended September 30, 2002, an
increase of approximately 30%. For the nine months ended September 30, 2003
operating expenses increased to $6,319,919 or approximately 39% from $4,540,558
for the nine months ended September 30, 2002. The increase results mainly from a
provision for estimated adjustments from the DND audit of the terms of the
Government Healthcare Services contract. MEII is currently remedying these
issues. It is Management's opinion that such expenses will be substantially
eliminated beyond Q4 of 2003. Also, with the growing pharmaceutical support
division and new business development MEII has had to incur increased costs
during the first nine months of 2003.
INCOME TAXES
The Company has loss carry forwards of approximately $3.0 million to be applied
against future corporate income taxes. This benefit has not been reflected in
these statements.
LIQUIDITY AND CAPITAL RESOURCES
As at September 30, 2003, the Company had a working capital deficit of
$2,825,438 as compared to $2,276,540 as at December 31, 2002.
On May 24, 2002 the Company issued a $720,000 secured debenture for net proceeds
of $600,000. On July 2, 2003, the Company repaid the secured debenture in full
(see note 5 and 6 for more details).
The company finances working capital needs for the DND contract through a
financing facility with MFSL in the amount of $2.8 million ($4.5 million
Canadian funds). This facility has the same term and discount rates as the
facility described in note 5(b).
In June 2002, MFSL provided the Company an additional full recourse invoice
discounting facility of up to $555,597 ($750,000 CDN) to support its general
working capital needs. This financing facility has been increased up to $740,796
($1,000,000 CDN) (see note 5 for more details).
The additional facility is secured by a general security agreement (see note 5
for more details).
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There are no financial instruments that are sensitive to changes in interest
rates or exposed to foreign currency exchange gains/losses.
ITEM 4: CONTROLS AND PROCEDURES
Included on the signature page of this report is the Certification that is
required under Section 302 of the Sarbanes-Oxley Act of 2002. This section of
the report contains information concerning the controls evaluation referred to
in the Section 302 Certifications and the information contained herein should be
read in conjunction with the Certification.
Internal controls are designed with the objective of ensuring that assets are
safeguarded, transactions are authorized, and financial reports are prepared on
a timely basis in accordance with generally accepted accounting principles in
the United States. The disclosure procedures are designed to comply with the
regulations established by the Securities and Exchange Commission.
Internal controls, no matter how designed, have limitations. It is the Company's
intent that the internal controls be conceived to provide adequate, but not
absolute, assurance that the objectives of the controls are met on a consistent
basis. Management plans to continue its review of internal controls and
disclosure procedures on an ongoing basis.
The Company's chief executive officer and chief financial officer, after
supervising and participating in an evaluation of the effectiveness of the
Company's internal and disclosure controls and procedures during the nine months
ended September 30, 2003 (the "Evaluation Date"), have concluded that as of the
Evaluation Date, the Company's internal and disclosure controls and procedures
were effective.
There were no significant changes in the Company's internal and disclosure
controls or in other factors that could significantly affect such internal and
disclosure controls subsequent to the date of their evaluation.
PART II: OTHER INFORMATION
ITEM 5. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
Exhibit 31 Rule 13a-14(a)/15d-14(a) Certifications.
Exhibit 32.1 Certification by the Chief Executive Officer Relating to a
Periodic Report Containing Financial Statements.*
Exhibit 32.2 Certification by the Chief Financial Officer Relating to a
Periodic Report Containing Financial Statements.*
EXHIBIT 31
CERTIFICATIONS
I, Dr. Ramesh Zacharias, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Med-Emerg
International, 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 and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
third fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 14, 2003
________________________
Dr. Ramesh Zacharias
Chief Executive Officer
I, William Danis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Med-Emerg
International, 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 and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
third fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 14, 2003
________________________
William Danis
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Med-Emerg International Inc. (the
"Company") on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Dr.
Ramesh Zacharias Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Dated: November 14, 2003
By:
Name: Dr. Ramesh Zacharias
Title: Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Med-Emerg International Inc. (the
"Company") on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
William Danis Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Dated: November 14, 2003
By:
Name: William Danis
Title: Chief Financial Officer
(b) Reports on Form 8-K
None.
* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MED-EMERG INTERNATIONAL INC.
By: /s/ Ramesh Zacharias
Ramesh Zacharias
Chief Executive Officer
Date: November 14, 2003