<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-13861
------------------------
MED-EMERG INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
PROVINCE OF ONTARIO, CANADA
(State or Other Jurisdiction of Incorporation or Organization)
2550 ARGENTIA ROAD, SUITE 205 L5N 5R1
Mississauga, Ontario, Canada (zip code)
(Address of Principal Executive
Offices)
</TABLE>
Registrant's telephone number, including area code
(905) 858-1368
------------------------
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 / /
As of November 4, 1999, 3,095,544 shares of the registrant's Common Stock
were outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
MED-EMERG INTERNATIONAL INC.
Consolidated Balance Sheets
September 30, 1999 (unaudited) and December 31, 1998
(Expressed in US dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
------------- ------------
US $ US $
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash...................................................... $ 18,744 $1,090,582
Accounts receivable....................................... 2,119,437 1,806,094
Prepaid expenses and other................................ 574,807 286,906
---------- ----------
2,712,988 3,183,582
LOANS AND ADVANCES.......................................... 104,529 88,280
CAPITAL ASSETS.............................................. 928,399 576,974
OTHER ASSETS................................................ 1,374,223 1,151,600
DEFERRED INCOME TAXES....................................... 634,392 454,415
---------- ----------
$5,754,532 $5,454,851
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness......................................... $ 153,475 $ 136,678
Accounts payable and accrued liabilities.................. 1,737,588 1,490,764
Lease obligation -- current portion....................... 49,443 57,080
---------- ----------
1,940,507 1,684,522
BANK TERM LOAN.............................................. 186,783 --
OBLIGATION UNDER CAPITAL LEASE.............................. 35,460 66,825
DUE TO MINORITY SHAREHOLDERS................................ 20,412 --
---------- ----------
2,183,162 1,751,347
---------- ----------
MINORITY INTEREST........................................... 78,959 --
SHAREHOLDERS' EQUITY........................................ 3,492,412 3,703,504
---------- ----------
$5,754,532 $5,454,851
========== ==========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
MED-EMERG INTERNATIONAL INC.
Consolidated Statements of Operations
Three months and nine months ended September 30, 1999 (unaudited) and 1998
(unaudited)
(Expressed in US Dollars)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
1999 1998 1999 1998
------------- ------------- ------------- -------------
US $ US $ US $ US $
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUE.......................................... $3,349,624 $2,600,301 $9,225,396 $7,589,300
PHYSICIAN FEES AND OTHER DIRECT COSTS............ 2,505,769 2,000,433 6,749,007 5,966,644
---------- ---------- ---------- ----------
843,855 599,868 2,476,389 1,622,656
---------- ---------- ---------- ----------
EXPENSES
Salaries and benefits.......................... 397,571 337,211 1,145,666 921,510
General and administrative..................... 158,855 100,932 417,022 249,651
Occupancy costs and supplies................... 188,547 79,876 509,849 220,591
HealthyConnect.com development................. -- -- 205,870 --
Public company costs........................... 81,542 52,519 234,784 100,294
Travel and marketing........................... 42,580 40,924 117,515 109,059
---------- ---------- ---------- ----------
869,095 611,462 2,630,706 1,601,106
---------- ---------- ---------- ----------
LOSS (EARNINGS) FROM OPERATIONS.................. 25,240 11,594 154,318 (21,550)
Interest and financing expense (income)........ 8,615 (14,952) 16,092 (32,471)
Amortization................................... 80,585 42,843 219,864 92,094
---------- ---------- ---------- ----------
NET LOSS BEFORE TAXES............................ 114,439 39,485 390,274 38,074
Income tax recovery (provision)................ 25,177 10,292 146,545 (9,899)
---------- ---------- ---------- ----------
NET LOSS......................................... $ 89,262 $ 29,193 $ 243,729 $ 28,175
PREFERRED SHARE DIVIDENDS........................ 33,244 34,095 100,292 83,519
---------- ---------- ---------- ----------
NET LOSS APPLICABLE TO COMMON SHARES............. $ 122,506 $ 63,288 $ 344,021 $ 111,693
========== ========== ========== ==========
NET LOSS BEFORE PREFERRED SHARE DIVIDEND, PER
COMMON SHARE.................................... $ 0.03 $ 0.01 $ 0.08 $ 0.01
PREFERRED SHARE DIVIDEND, PER COMMON SHARE....... $ 0.01 $ 0.01 $ 0.03 $ 0.03
---------- ---------- ---------- ----------
BASIC & FULLY DILUTED LOSS, PER COMMON SHARE..... $ 0.04 $ 0.02 $ 0.11 $ 0.04
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES......... 3,095,544 3,140,044 3,095,544 3,140,044
========== ========== ========== ==========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
MED-EMERG INTERNATIONAL INC.
Consolidated Statements of Changes in Financial Position
Nine months ended September 30, 1999 (unaudited) and 1998 (unaudited)
(Expressed in US dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30 SEPTEMBER 30
1999 1998
------------- -------------
US $ US $
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the period.......................... $ (243,729) $ (28,175)
Items not affecting cash
Amortization............................................ 219,864 92,094
Deferred income taxes................................... (161,393) (22,284)
----------- ----------
(185,258) 41,636
Changes in non-cash working capital
Accounts receivable..................................... (244,058) (354,907)
Prepaid and other....................................... (274,729) 38,686
Accounts payable and accrued liabilities................ 189,743 (135,168)
----------- ----------
Cash provided by (used in) operating activities........... (514,301) (409,753)
----------- ----------
INVESTING ACTIVITIES
Acquisitions.............................................. (130,550) (618,126)
Additions of capital assets............................... (468,640) (261,628)
Loans and advances........................................ (12,854) (52,787)
Other assets.............................................. (125,905) 313,668
Minority interest......................................... 78,238 2,778
----------- ----------
(659,711) (616,096)
----------- ----------
FINANCING ACTIVITIES
Bank term loan............................................ 185,078 49,378
Issuance of common shares and warrants.................... -- 3,399,553
Issuance of convertible debenture......................... -- 403,460
Repurchase of common shares............................... (1,579) --
Obligation under capital lease............................ (43,203) 56,628
Repayment of promissory note.............................. -- (642,854)
Due to minority shareholders.............................. 20,226 --
Preferred share dividends................................. (100,292) (83,519)
----------- ----------
60,230 3,182,646
----------- ----------
Effect of foreign currency exchange rate changes............ (1,230) 200,720
----------- ----------
Increase (decrease) in cash during in the period............ (1,115,012) 2,357,516
Cash position, beginning of period.......................... 980,281 (851,834)
----------- ----------
Cash position, end of period................................ $ (134,731) $1,505,682
=========== ==========
Cash position is comprised of:
Cash...................................................... $ 18,744 $1,505,682
Bank indebtedness......................................... (153,475) --
----------- ----------
$ (134,731) $1,505,682
=========== ==========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 1999 and 1998
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Med-Emerg International Inc. is a publicly traded company listed on the
NASDAQ Small Cap Market. The Company completed its initial public offering
in February, 1998.
Med-Emerg International Inc. is a physician management services organization
specializing in the delivery of emergency and primary healthcare related
services. The Company is committed through information technology and its
platform as a management services organization to delivering an
internet-based healthcare network with the objective of delivering quality,
timely and access to healthcare products and services.
The Company's operations are divided into three divisions, Physician and
Nurse Recruitment, Physician Management Services and HealthyConnect.com.
On a contractual basis, the Company provides emergency department physician
and nurse recruitment, staffing and administrative support services to
hospitals. At September 30, 1999, the Company had 16 contracts under its
management.
Under physician management services, the Company owns and manages medical
clinic facilities providing physicians with the ability to practice within a
professional managed network enabling the physician to concentrate on the
clinical aspects of their practices. All the clinic assets including medical
equipment are owned by the company. At September 30, 1999, the Company owned
and managed 10 clinics.
The Company has newly created a division called HealthyConnect.com.
HealthyConnect.com is an internet-based network that connects physicians,
patients, third party payors and consumers to a "virtual world" of
healthcare products and services. The Company is electronically connecting
its clinical facilities and establishing strategic partnerships in
delivering a comprehensive healthcare program.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting
principles for interim financial reporting. These financial statements
consolidate, with minority interest, the accounts of Med-Emerg
International Inc. and all wholly-and partially owned subsidiaries of
Med-Emerg International Inc.
The translation of the Interim Financial Statements from Canadian dollars
into United States dollars is performed for the convenience of the reader.
Balance Sheet accounts are translated using the closing exchange rates in
effect at the Balance Sheet date and income and expense accounts are
translated using an average rate prevailing during each reporting period. No
representation is made that the Canadian dollar amounts could have been, or
could be, converted into United States dollars at the rates on the
respective dates and or at any other certain rates. Adjustments resulting
from the translation are included in the cumulative translation adjustments
in the shareholders' equity.
In the opinion of management, the unaudited interim consolidated financial
statements contained in this report reflect all adjustments, consisting of
only normal recurring accruals, which are necessary for a fair presentation
of the financial position, and the results of operations for the interim
periods presented. The results of operations for any interim period are not
necessarily indicative of the results for the full year.
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, 1998.
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
3. ACQUISITIONS
During the first nine months of 1999, the Company acquired ownership
interests in the following companies that operate medical clinics: 45% of
Medical Urgent Care Inc., 51% of Caremedics (Elmvale) Inc. and 51% of York
Lanes Health Centres Ltd.
The following is a summary of assets purchased and liabilities assumed:
<TABLE>
<CAPTION>
MEDICAL YORK LANES
URGENT CAREMEDICS HEALTH
CARE INC. (ELMVALE) INC. CENTRES LTD. TOTAL
---------- --------------- ------------- ---------
<S> <C> <C> <C> <C>
Current assets.................................. $ 14,299 $19,205 $ 13,555 $ 47,059
Capital assets.................................. 323,749 9,498 40,889 374,136
Goodwill........................................ 114,344 18,200 -- 132,544
Less liabilities assumed........................ (288,837) (7,145) (27,766) (323,748)
Less minority interest.......................... (88,238) 17,486 (26,678) (97,430)
--------- ------- -------- ---------
Purchase price.................................. $ 75,317 $57,244 -- $ 132,561
========= ======= ======== =========
</TABLE>
4. SUBSEQUENT EVENTS
On November 5, 1999, the shareholders of the Company approved the issuance
of 1,799,504 additional common shares in connection with the take over bid
by the Company for all the issued and outstanding securities of YFMC
Healthcare Inc. ("YFMC"). Pursuant to the business combination agreement,
dated August 10, 1999, the Company mailed a take-over bid circular on
November 5, 1999 to all YFMC shareholders making an offer to purchase all
the issued and outstanding securities of YFMC on the following basis:
a. In the case of holders of YFMC Common Shares, one Med-Emerg Common Share
for every 6 7/8 shares of YFMC
b. In the case of holders of YFMC Series A Warrants, one Med-Emerg
Series A Warrant for every 8 warrants of YFMC
c. In the case of holders of YFMC Series B Warrants, one Med-Emerg
Series B Warrant for every 8 warrants of YFMC
d. In the case of holders of YFMC Preferred Shares, one Med-Emerg Common
Share, subject to certain conditions, for each YFMC First Preferred
Share.
In addition, Med-Emerg will substitute for every eight options to acquire
YFMC Common Shares under the YFMC Stock Option Plan, the right to acquire
one Med-Emerg Common Share at an exercise price of US$1.75.
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
5. 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 applicable to the Company, with those
in the United States ("U.S. GAAP") during the periods presented except with
respect to the following:
Consolidated statements of operations
If United States GAAP were employed, net loss for the period would be
adjusted as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------- ---------------------
SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net loss based on Canadian GAAP.......................... $ 89,262 $29,193 $243,729 $ 28,175
Start-up costs deferred/(amortized)...................... (11,245) 46,805 (33,840) 158,266
HealthyConnect.com costs capitalized..................... 117,981 -- 117,981 --
-------- ------- -------- --------
Net loss based on United States GAAP..................... $195,998 $75,998 $327,870 $186,441
======== ======= ======== ========
Primary loss per share................................... $ 0.08 $ 0.04 $ 0.14 $ 0.10
======== ======= ======== ========
</TABLE>
If United States GAAP were employed, deficit, other assets, prepaid and
other assets, and total liabilities would be adjusted as follows:
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER
1999 1998
----------- -----------
<S> <C> <C>
Deficit based on Canadian GAAP.............................. $(3,678,527) $(3,322,903)
Deferred start-up costs..................................... (251,315) (274,683)
HealthyConnect.com costs capitalized........................ (117,981) --
----------- -----------
$(4,047,823) $(3,597,586)
=========== ===========
Prepaid and other assets based on Canadian GAAP............. $ 574,807 $ 286,906
HealthyConnect.com costs capitalized........................ (117,981) --
----------- -----------
$ 456,826 $ 286,906
=========== ===========
Other assets based on Canadian GAAP......................... $ 1,374,223 $ 1,151,600
Deferred start-up costs..................................... (251,315) (274,683)
----------- -----------
$ 1,112,908 $ 876,917
=========== ===========
Total liabilities based on Canadian GAAP.................... $ 2,183,162 $ 1,751,347
Convertible debenture....................................... 405,371 405,371
----------- -----------
$ 2,588,533 $ 2,156,718
=========== ===========
</TABLE>
(a) Deferred Income Taxes
Under U.S. GAAP, the Company is required to follow Statement of Financial
Accounting Standards (SFAS No. 109) "Accounting for Income Taxes", which
requires the use of the "asset and liability method" of accounting for
deferred income taxes, which gives recognition to deferred taxes on all
"temporary differences" (differences between accounting basis and tax
basis of the Company's assets and liabilities, such as the non-deductible
values attributed to assets in a business combination) using current
enacted tax rates. In addition, SFAS No. 109 requires the Company to
record all deferred tax
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
5. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONTINUED)
assets, including future tax benefits of capital losses carried forward,
and to record a "valuation allowance" for any deferred tax assets where
it is more likely than not that the asset will not be realized. The
Company has followed this method under Canadian GAAP.
(b) Deferred Start-up Costs
Under Canadian GAAP, development and start-up costs, which meet certain
criteria, are deferred and amortized. Under United States GAAP,
development and start-up costs are expensed as incurred.
(c) Convertible Debenture
Under U.S. GAAP, convertible debentures are presented as liabilities,
regardless of the attributes of the convertible debenture, and
transferred to equity upon conversion, whereas, under Canadian GAAP, the
likelihood of conversion to equity is considered in determining the
classification between liability or equity.
(d) Earnings Per Share
U.S. GAAP requires common shares and warrants to purchase common shares,
issued or exercisable at prices below the initial public offering
("I.P.O.") price and which were issued within one year prior to the
initial filing of the registration statement relating to the I.P.O., to
be treated as if the common shares were outstanding from the beginning of
the period in the calculation of weighted average number of common shares
outstanding and loss per share, even where such inclusion is
anti-dilutive. Primary earnings per common share is determined using the
weighted average number of shares outstanding during the year, adjusted
to reflect the application of the treasury stock method for outstanding
options and warrants in accordance with U.S. GAAP.
(e) Shareholders' Equity
Under U.S. GAAP, loans issued to officers to acquire stock are presented
as a deduction from shareholders' equity (deficit).
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 1999 and 1998
5. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONTINUED)
Under Canadian GAAP, the detachable stock purchase warrants issued in
conjunction with the private stock offering on January 22, 1996 and
subsequently surrendered, all as described in note 13 to the audited
December 31, 1998 consolidated financial statements, have been given no
recognition in the financial statements.
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 U.S. GAAP, based on
an ascribed fair value of $0.0364 for each of the 1,000,000 share
warrants issued, share capital would be lower by $36,400 and, given that
the stock purchase warrants were cancelled during the year, the carrying
amount of contributed surplus would be increased by $36,400.
The effect on shareholders' equity would be as follows:
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER
1999 1998
----------- -----------
<S> <C> <C>
Capital stock -- Canadian GAAP.............................. $ 5,980,289 $ 5,981,830
Ascribed fair value of share purchase warrants issued....... (36,400) (36,400)
----------- -----------
Capital stock -- U.S. GAAP.................................. 5,943,889 5,945,430
Share purchase loan to officer.............................. (44,978) (44,978)
----------- -----------
Net capital stock -- U.S. GAAP.............................. 5,898,911 5,900,452
----------- -----------
Convertible debenture -- Canadian GAAP...................... 405,371 405,371
Convertible debenture included in long-term debt............ (405,371) (405,371)
----------- -----------
Convertible debenture -- U.S. GAAP.......................... -- --
----------- -----------
Contributed surplus -- Canadian GAAP........................ 980,325 980,325
Share purchase warrants..................................... 36,400 36,400
----------- -----------
Contributed surplus -- U.S. GAAP............................ 1,016,725 1,016,725
----------- -----------
Deficit -- U.S. GAAP........................................ (4,047,823) (3,597,586)
Cumulative translation adjustment........................... (195,046) (341,119)
----------- -----------
Shareholders' equity (deficit) -- U.S. GAAP................. $ 2,672,767 $ 2,978,472
=========== ===========
</TABLE>
(f) Consolidated Statement of Changes in Financial Position
Operating activities reflect interest paid of $30,678 during the nine
months ended September 30, 1999 (September 30, 1998 -- $78,881) and
income taxes paid of nil during the period ended September 30, 1999
(September 30, 1998 -- nil).
Under U.S. GAAP, bank indebtedness would not be included as a component
of cash position in the consolidated statement of changes in financial
position. Accordingly, the $16,797 increase at September 30, 1999
(September 30, 1998 -- $1,026,022 decrease) would be presented as a
financing activity for each year.
(g) Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards
No. 130 "Reporting Comprehensive Income" which requires new standards for
reporting and display of comprehensive
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
5. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONTINUED)
income and its components in the financial statements. However, it does
not affect net income or total shareholders' equity. The components of
comprehensive income are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
------------- ------------
<S> <C> <C>
Net income (loss)........................................... $(89,262) $(243,729)
Other comprehensive income (loss):
Foreign currency translation adjustments.................. 146,073 (345,305)
-------- ---------
Comprehensive income (loss)................................. $ 56,811 $(589,034)
======== =========
The components of accumulated other comprehensive income (loss) are as follows:
Accumulated other comprehensive income, December 31, 1997.................. $ 4,186
Foreign currency translation adjustments for the year ended December 31,
1998..................................................................... (345,305)
---------
Accumulated other comprehensive income (loss), December 31, 1998........... $(341,119)
Foreign currency translation adjustments for the period ended
September 30, 1999....................................................... 146,073
---------
Accumulated other comprehensive income (loss), September 30, 1999.......... $(195,046)
=========
</TABLE>
6. SEGMENTED INFORMATION
The Company operates under three divisions: Physician and Nurse Recruitment,
Physician Management Services and HealthyConnect.com.
The Physician and Nurse Recruitment involves contracting 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 Physician Management Services division owns and manages medical clinic
facilities, which provide physicians with the ability to practice medicine
in a professionally managed environment.
The clinics include family practice, walk-in services, and other related
services such as massage therapy and chiropractic services.
The HealthyConnect.com division involves electronically linking clinic
facilities and other healthcare service providers into a network. This
internet-based network will provide healthcare professionals and consumers
access to medical services, products, communications and information tools.
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
6. SEGMENTED INFORMATION (CONTINUED)
Details are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
------------------------------------------------------
PHYSICIAN & PHYSICIAN
NURSE MANAGEMENT HEALTHY-
RECRUITING SERVICES CONNECT.COM CONSOLIDATED
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30, 1999
Revenue........................................ 2,274,268 1,075,357 -- 3,349,624
Gross margin................................... 321,746 522,110 -- 843,855
Operating income before Corporate Overhead &
Public Company-related costs................. 151,756 80,825 -- 232,581
Corporate Overhead............................. (176,279)
---------
Public Company-related costs................... (81,542)
---------
Operating loss................................. (25,240)
NINE MONTHS ENDED SEPTEMBER 30, 1999
Revenue........................................ 6,007,263 3,218,133 -- 9,225,396
Gross margin................................... 957,128 1,519,261 -- 2,476,389
Operating income (loss) before Corporate
Overhead & Public Company-related costs...... 606,648 277,315 (205,870) 678,093
Corporate Overhead............................. (597,627)
---------
Public Company-related costs................... (234,784)
---------
Operating loss................................. (154,318)
Assets employed at period end.................. 3,654,004 1,759,750 340,778 5,754,532
Depreciation and amortization.................. 73,619 146,246 -- 219,864
Capital expenditures........................... 34,413 434,228 -- 468,640
THREE MONTHS ENDED SEPTEMBER 30, 1998
Revenue........................................ 1,957,494 642,807 -- 2,600,301
Gross margin................................... 339,271 260,597 -- 599,868
Operating income before Corporate Overhead &
Public Company-related costs................. 422,677 76,582 -- 499,260
Corporate Overhead............................. (458,334)
Public Company-related costs................... (52,519)
---------
Operating loss................................. (11,594)
</TABLE>
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
6. SEGMENTED INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
------------------------------------------------------
PHYSICIAN & PHYSICIAN
NURSE MANAGEMENT HEALTHY-
RECRUITING SERVICES CONNECT.COM CONSOLIDATED
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
NINE MONTHS ENDED SEPTEMBER 30, 1998
Revenue........................................ 5,897,534 1,691,766 -- 7,589,300
Gross margin................................... 934,989 687,667 -- 1,622,656
Operating income before Corporate Overhead &
Public Company-related costs................. 804,876 272,011 -- 1,076,887
Corporate Overhead............................. (955,043)
Public Company-related costs................... (100,294)
---------
Operating loss................................. 21,550
Assets employed at year end.................... 3,895,923 1,471,976 -- 5,367,899
Depreciation and amortization.................. 45,144 46,950 -- 92,094
Capital expenditures........................... 129,393 132,235 -- 261,628
</TABLE>
7. YEAR 2000 ISSUE
Med-Emerg has developed a program designed to identify, assess and remediate
potential malfunctions and failures that may result from the inability of
computers and embedded computer chips within Med-Emerg's information systems
and equipment to appropriately identify and utilize date-sensitive
information relating to periods subsequent to December 31, 1999. This issue
is commonly referred to as the "Year 2000 issue" and affects not only
Med-Emerg, but virtually all companies and organizations with which
Med-Emerg does business.
To address the Year 2000 issue, Med-Emerg has formed a Year 2000 committee
comprised of representatives from a cross-section of Med-Emerg's operations.
The committee developed a plan to address the Year 2000 issue within all
facets of Med-Emerg's operations. The plan includes processes to inventory,
assess, remediate or replace as necessary Med-Emerg's information systems
and equipment. In addition, the committee is assessing the compliance of all
companies and organizations with which Med-Emerg does business.
Med-Emerg has completed the inventory and assessment phases of its plan and
is in the process of remediating or replacing identified systems and
equipment. Med-Emerg estimates that expenditures to remedy or replace
potential Year 2000 problems will not exceed $50,000. This includes amounts
in connection with standardizing certain of the information systems at the
clinic level in connection with the YFMC transaction that would have been
spent regardless of the Year 2000 issue. Med-Emerg expects to complete the
upgrades by November 30, 1999.
Med-Emerg has surveryed all significant suppliers and other companies and
organizations with which the Company does business. All significant supplies
and companies have confirmed their readiness for the Year 2000.
The foregoing estimates and conclusions regarding Med-Emerg's Year 2000 plan
contain forward looking statements and are based on management's best
estimates of future events. Risks to completing the Year 2000 plan include
availability of resources, Med-Emerg's ability to discover and correct
potential Year 2000 problems that could have a serious impact on specific
systems, equipment or facilities, the ability
<PAGE>
MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine months ended September 30, 1999 and 1998
7. YEAR 2000 ISSUE (CONTINUED)
of material suppliers and businesses to achieve Year 2000 compliance, the
proper functioning of new systems and the integration of those systems and
related software into Med-Emerg's operations. Some of these risks are beyond
Med-Emerg's control.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Med-Emerg International, Inc. ("Med-Emerg" or the "Company"), 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 for hospitals and clinics in Canada.
Though emergency-related services are still an important component of the
Company's business, Med-Emerg has expanded to offer a wide variety of medical
services including recruitment, nurse staffing, physician management services
and an internet-based healthcare network.
Med-Emerg is positioned to establish industry leadership by providing
integrated professional management services in the delivery of healthcare to the
healthcare consumer. The Company's operations are divided into three divisions:
Physician and Nurse Recruitment Services, Physician Management Services and an
internet based healthcare network called HealthyConnect.com. Med-Emerg's
strategy is to remain focussed on these three divisions while continuing to
broaden its consolidation of physicians over a wider geographic base. Med-Emerg
believes that it is well positioned to benefit from the aging of the baby boomer
population, to capitalize on recent developments within the North American
healthcare environment and to integrate opportunities available through internet
technology. Specifically, the Company's strategy is to leverage its 15 years of
physician recruitment experience in becoming a dominant player in Physician
Management Services and to develop an internet-based healthcare network that
connects physicians, patients, third party payors and consumers to a "virtual
world" of healthcare products, services and health information.
The Company continues to promote its medical manpower staffing services
throughout Canada. Demand for emergency care has grown significantly over the
past ten years, notwithstanding the small proportion of physicians focusing on
emergency medicine. Moreover, recruitment of experienced emergency medicine
practitioners by hospitals in other countries is intense and such demand is
expected to continue for some time. Given the uncertainties associated with
patient volumes in several Ontario hospital emergency departments, the pool of
available physicians willing to practice emergency medicine has been declining.
The Company's ability to provide solutions and source physicians and highly
skilled nurses will be enhanced by its success in developing its dominant status
in the Physician Management Services Organization (PMSO) sector. The Company's
business strategy is to integrate and through its physicians program offer the
family physician a comprehensive practice opportunity. Management believes that
the creation of a dominant PMSO status will significantly contribute to the
Company's efforts in growing its emergency services recruitment division.
On November 5, 1999, the shareholders of the Company approved the issuance
of 1,799,504 additional common shares in connection with the take over bid by
the Company for all the issued and outstanding securities of YFMC
Healthcare Inc. ("YFMC"). YFMC is a leading Canadian physician management
services organization that owns and manages approximately 20 medical clinics.
YFMC is a publicly listed company on the Alberta Stock Exchange. Pursuant to a
business combination agreement, dated August 10, 1999, the Company mailed a
take-over bid circular on November 5, 1999 to all YFMC shareholders making an
offer to purchase all the issued and outstanding securities of YFMC on the
following basis:
a. In the case of holders of YFMC Common Shares, one Med-Emerg Common Share
for every 6 7/8 shares of YFMC
b. In the case of holders of YFMC Series A Warrants, one Med-Emerg
Series A Warrant for every 8 warrants of YFMC
c. In the case of holders of YFMC Series B Warrants, one Med-Emerg
Series B Warrant for every 8 warrants of YFMC
d. In the case of holders of YFMC Preferred Shares, one Med-Emerg Common
Share, subject to certain conditions, for each YFMC First Preferred
Share.
<PAGE>
In addition, Med-Emerg will substitute for every eight options to acquire
YFMC Common Shares under the YFMC Stock Option Plan, the right to acquire one
Med-Emerg Common Share at an exercise price of US$1.75. Under a lock-up
agreement, YFMC principal shareholders have agreed to tender 63.6% of the
outstanding YFMC common shares and 96.95% of the oustanding YFMC preferred
shares. The take-over bid closes November 29, 1999.
In July 1999, Med-Emerg formed a strategic alliance with Laser Rejuvenation
Clinics Ltd. (LRC), a publicly listed company on the Alberta Stock Exchange
offering a full range of laser cosmetic procedures in its clinic operations
located in Ontario, Alberta, Manitoba and British Columbia, Canada. The
co-management agreement calls for the cross-marketing of LRC's full range of
laser and cosmetic procedures to Med-Emerg's patient base throughout both
Med-Emerg and LRC's clinic network. The co-management agreement includes the use
of LRC's fully trained staff and portable laser equipment in certain Med-Emerg
clinics with no capital equipment investment required by Med-Emerg, which will
result in increasing the revenue per square foot generated by Med-Emerg's
physician management services group.
In March 1999, the Company purchased 51% of the outstanding capital of
Caremedics (Elmvale) Inc., a multi-physician primary healthcare clinic located
in Ottawa, Canada. The Company entered into a five-year management services
agreement to manage the clinic for a monthly fee based on revenues generated by
the clinic.
In February 1999, the Company became party to a lease for the clinic located
within York University in Toronto, Canada. The Company has entered into a
five-year management services agreement to manage the clinic for a monthly fee
based on revenues generated by the clinic. The Company has a 51% interest in the
company that owns the clinic.
In January 1999, the Company acquired a 45% interest in an Urgent Care
Centre, Medical Urgent Care Inc. The Company developed and opened its first
Urgent Care Centre in September 1997. The Urgent Care Centre concept consists of
a group of emergency trained physicians, a medical laboratory, a diagnostic
radiology service, and a pharmacy, each of which must be present for the others
to co-exist, and each of which is provided by a separately owned company. The
Company manages the clinic component of the Urgent Care Centre and provides the
support staff for this component. Ownership of Medical Urgent Care Inc. is
shared with the group of emergency trained physicians that provides the medical
service in the clinic component.
In the first quarter of 1999, the company launched an internet-based
healthcare network, called HealthyConnect.com, that will provide a secured
virtual private internet-based healthcare network connecting physician,
hospitals, third party payers, and consumers. HealthyConnect.com's network will
allow its customers and strategic partners to access and exchange healthcare
related information, purchase healthcare products and services, and communicate
more efficiently with one another. Through its electronic platform,
HealthyConnect.com will facilitate the business of healthcare through advanced
internet and voice telecommunication technology. HealthyConnect.com will link
healthcare product and service suppliers with the clinical network patient
family. Convenient and secure access and at home/at office browsing and
purchasing capabilities will facilitate direct sales opportunities for member
suppliers.
HealthyConnect.com will empower the consumer by providing them with improved
access to validated healthcare information. Physicians and other healthcare
providers will have access to reliable information and additional support in
delivering cost effective, high quality healthcare services using all available
technologies. Med-Emerg anticipates that HealthyConnect.com will generate
revenue from three sources; provider subscription, advertising, and e-commerce
commissions. Through Med-Emerg's existing medical clinics, HealthyConnect.com
has an immediately accessible potential customer base of physician practices and
patients who have at one time or another been patients of those practices. These
physicians and patients will comprise the initial customer based from which
HealthyConnect.com will derive provider subscription fees and transaction or
commission fees from e-commerce sales. Advertising sponsorship is anticipated
from pharmaceutical companies, community pharmacies and companies with services
and products interested in accessing HealthyConnect.com's network of patients
and physicians.
<PAGE>
Management of Med-Emerg sees HealthyConnect.com as a significant opportunity
to create a profitable business line while providing healthcare organizations
with new web-based technologies to increase practice efficiency, achieve
measurable cost savings and improve the quality of care.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 1999 compared to Nine Months Ended
September 30, 1998
REVENUES. Revenues increased by $749,323 or 28.8% from $2,600,301 in the
third quarter of 1998 to $3,349,624 in the third quarter of 1999. Year-to-date
revenue increased by $1,636,096 or 21.6% to $9,225,396 for the nine months ended
September 30, 1999 compared to $7,589,300 for the same period in 1998. The
revenue growth is attributable to the clinic acquisitions, growth in existing
clinic business and growth in nurse staffing. In addition, during the third
quarter of 1999, Med-Emerg realized revenues of approximately $105,000 from a
one-time contract with Citizenship and Immigration Canada (the "CIC contract")
to provide medical services to Kosovo refugees.
Revenues generated by Physician Management Services increased by $432,550 or
67.3% from $642,807 in the third quarter of 1998 to $1,075,357 during the third
quarter of 1999. For the nine months ended September 30, 1999, Physician
Management Services revenue was $3,218,133, which represents an increase of
$1,526,367 over the nine months ended September 30, 1998. The three acquisitions
that were completed in the second and third quarters of 1998 contributed
$691,239 additional revenue to the nine months ended September 30, 1999 compared
to the same period in 1998. The three acquisitions that were completed during
the first quarter of 1999 contributed $185,557 to third quarter revenue and
$394,544 to revenue for the nine months ended September 30, 1999. The Dundas
Urgent Care Centre was a start-up operation in 1998. In 1999, this Centre
contributed $93,817 to third quarter revenues and $324,248 for the nine months
ended September 30, 1999. The remaining increase in Physician Management
Services revenue is a result of increased patient volumes and additional
physicians working in the family practice and walk-in clinics.
Revenues from Physician and Nurse Recruiting increased by $316,774 or 16.2%
to $2,274,268 during the third quarter of 1999 from $1,957,494 during same
period for 1998. Revenues for the nine months ended September 30, 1999 were
$6,007,263, a $109,729 increase from the same period in 1998. The increase in
revenue for the nine months occurred in the nurse staffing component of this
division. The nurse staffing component contributed an additional $203,140 to
revenue in the first nine months of 1999 as compared to the same period last
year. This increase came from a significant increase in the provision of
services to one hospital under an existing contract plus the net addition of
three contracts.
PHYSICIAN FEES AND OTHER DIRECT COSTS. Physician fees and direct costs,
which primarily represents fees to contract physicians, increased $505,336 or
25.3% from $2,000,433 in the third quarter of 1998 to $2,505,769 in the third
quarter of 1999. For the nine months ended September 30, 1999, physician fees
and direct costs increased $782,363 or 13.1% to $6,749,007 from $5,966,644 for
the nine months ended September 30, 1998. Physician fees and other direct costs
decreased as a percent of revenue, representing 73.1% of revenues for the
nine months ended September 30, 1999 and 78.6% of revenues for the nine months
ended September 30, 1998. The decrease as a percent of revenue is largely due to
the mix of revenue between Physician & Nurse Recruiting and Physician Management
Services. As the Physician Management Services revenues increase, the larger
gross margin related to Physician Management Services results in a decrease in
physician fees and other direct costs as a percent of revenue.
OPERATING EXPENSES. Operating expenses have increased by $1,029,601 or
64.3% to $2,630,707 in the first nine months of 1999 from $1,601,106 in the
first nine months of 1998. For the third quarter ended September 30, 1999,
operating expenses were $869,095, which represents an increase of $257,633 or
42.1% increase over operating expenses for the third quarter ended
September 30, 1998. There are several factors contributing to the increase in
operating expenses, including the clinic acquisitions in 1998 and 1999, and the
operations of the Dundas Urgent Care Centre.
The company recently launched an integrated health services delivery network
called HealthyConnect.com. This internet-based healthcare network will connect
physicians, hospitals, third party payors and consumers and allow all
participants to access and exchange healthcare related information, purchase
products and services, and
<PAGE>
communicate more cost-effectively with one another. The Company expensed
$205,870 during the first six months of the year to develop to concept and
research the feasibility of an internet-based healthcare network. During the
third quarter of 1999, the company determined that the project was viable and
capitalized costs of $117,981 relating to the development of the business plan
for HealthyConnect.com.
During the second and third quarters of 1998, the company completed the
acquisitions of two companies, JC Medical Management Inc. and Doctors On
Call Ltd., and acquired the remaining two-thirds of the Glenderry Medical
Walk-in Clinic. These acquisitions added $36,981 to operating expenses in the
third quarter of 1999 and $220,293 for the nine months ended September 30, 1999.
During the first quarter of 1999, the company completed the acquisition of a
controlling interest in three other companies, all of which operate medical
clinics. These acquisitions added $145,524 to operating expenses in the third
quarter of 1999 and $380,383 to operating expenses for the nine months ended
September 30, 1999.
During the first nine months of 1998, the Dundas Urgent Care Centre was
considered a start-up operation. During the first nine months of 1999, this
Urgent Care Centre added $144,340 to operating expenses and $48,640 to the third
quarter of 1999 compared to the third quarter of 1998. The remaining increase in
operating expenses of $78,715 for the nine months ended September 30, 1999
compared to the same period in 1998 and $26,488 increase from the third quarter
of 1998 to third quarter 1999 relates to an increase and decrease in general
overhead costs.
NET LOSS. As a result of the above items, the Company reported a net loss
of $89,262 for the three months ended September 30, 1999 as compared to net loss
of $29,193 for the three months ended September 30, 1998. Net loss for the
nine months ended September 30, 1999 was $243,729 as compared to net loss of
$28,175 for the nine months ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Through its acquisitions completed in the first quarter of 1999, the Company
assumed bank term loans with current balances totaling $186,783. Approximately
$131,784 was loaned to subsidiaries of the Company under the Small Business
Investment Loans program in which the Canadian government guarantees 75% to 90%
of the principal balance of the loan. The remaining balance consists of capital
loans for asset purchases.
As at September 30, 1999, the company's working capital totaled $608,751. In
addition, the company has available credit facilities for up to approximately
$2,031,970. The Company established credit facilities in June 1998 that provide
an available demand, revolving, operating line of credit amounting to
$1,354,646, bearing interest at the bank's prime lending rate plus 0.5% per
annum with interest payable monthly, and an available demand, non-revolving,
capital line of credit amounting to $677,324. The capital line of credit bears
interest at the bank's prime lending rate plus 0.75% per annum with interest
payable monthly. The company believes that the combination of funds available
under the company's bank credit facility, together with its current cash
position, should be sufficient to meet the company's operating requirements
through 1999.
In addition, in order to provide the funds necessary for the further
development of HealthyConnect.com and the continued pursuit of the company's
long-term acquisition strategy, the company expects to issue equity and debt
securities, the availability and terms of which will depend upon market and
other conditions. There can be no assurance that such additional financing will
be available on terms acceptable to the company.
Forward-looking statements of Med-Emerg International Inc. 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.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
<PAGE>
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 -- Financial Data Schedule
(b) No reports were filed on Form 8-K during the quarter for which this
report is filed.
<PAGE>
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.
<TABLE>
<S> <C> <C>
MED-EMERG INTERNATIONAL INC.
By: /s/ CARL PAHAPILL
--------------------------------------------
Carl Pahapill
President and Chief Operating Officer
</TABLE>
Date: November 12, 1999
