-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TQ/yXEMgH+JXFSCpI05ecGHQp+xCi4xqDizrZ9KomSTKF+sW/oYY8nO2lxMPfmcq SR7ECJmVQtG6K6i/nXsUug== 0000891554-98-000944.txt : 19980807 0000891554-98-000944.hdr.sgml : 19980807 ACCESSION NUMBER: 0000891554-98-000944 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980806 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIM CORP CENTRAL INDEX KEY: 0001014739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 050489664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-28740 FILM NUMBER: 98678167 BUSINESS ADDRESS: STREET 1: ONE BLUE HILL PLAZA CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 9147353555 MAIL ADDRESS: STREET 1: 25 NORTH ROAD CITY: PEACE DALE STATE: RI ZIP: 02883 10-Q/A 1 AMENDMENT NO. 2 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] AMENDMENT NO. 2 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 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 0-28740 MIM CORPORATION (Exact name of registrant as specified in it charter) Delaware 05-0489664 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Blue Hill Plaza, Pearl River, New York 10965 (Address of principal executive offices) (914) 735-3555 (Registrant's telephone number, including area code) ________________________________________________________________________________ (Former name, former address and former fiscal year if changed since last report) 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 ___ APPLICABLE ONLY TO CORPORATE ISSUERS: On July 30, 1998, there were outstanding 13,822,000 shares of the Company's $0.0001 per value per share common stock ("Common Stock"). MIM Corporation's ("MIM" or the "Company") Quarterly Report on Form 10-Q for the period ended March 31, 1998, as amended by Amendment No. 1 thereto on Form 10-Q/A filed with the Securities and Exchange Commission on August 5, 1998 (as amended, the "Quarterly Report"), is hereby amended as follows: Item 1, "Financial Statements," in the Quarterly Report is hereby amended and restated and replaced in its entirety as follows: PART 1 FINANCIAL INFORMATION Item 1. Financial Statements MIM CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except for share amounts)
March 31, December 31, 1998 1997 ----------- ------------ (Unaudited) ASSETS Current assets Cash and cash equivalents $ 5,816 $ 9,593 Investment securities 15,243 19,235 Receivables, less allowance for doubtful accounts of $1,386, in 1998 and 1997 34,742 23,666 Prepaid expenses and other current assets 832 888 -------- -------- Total current assets 56,633 53,382 Investment securities, net of current portion 1,100 3,401 Other investments 2,300 2,300 Property and equipment, net 3,626 3,499 Due from affiliates, less allowance for doubtful accounts of $2,360, in 1998 and 1997 -- -- Other assets, net 187 145 -------- -------- Total assets $ 63,846 $ 62,727 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of capital lease obligations $ 226 $ 222 Accounts payable 367 931 Deferred revenue -- 2,799 Claims payable 29,462 26,979 Payables to plan sponsors and others 11,949 10,839 Accrued expenses 1,589 2,279 -------- -------- Total current liabilities 43,593 44,049 Capital lease obligations, net of current portion 699 756 Commitments and contingencies Minority interest 1,112 1,112 Stockholders' equity Preferred stock, $.0001 par value; 5,000,000 shares authorized, no shares issued or outstanding -- -- Common stock, $.0001 par value; 40,000,000 shares authorized, 13,421,850 and 13,335,120 shares issued and outstanding at March 31, 1998 and December 31, 1997, respectively 1 1 Additional paid-in capital 73,593 73,585 Accumulated deficit (53,425) (55,061) Stockholder notes receivable (1,727) (1,715) -------- -------- Total stockholders' equity 18,442 16,810 -------- -------- Total liabilities and stockholders' equity $ 63,846 $ 62,727 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 2 MIM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share amounts) Three months ended March 31, 1998 1997 ------- ------- (Unaudited) Revenue $97,963 $70,811 Cost of revenue 92,384 66,829 ------- ------- Gross profit 5,579 3,982 Selling, general and administrative expenses 4,450 3,909 ------- ------- Income from operations 1,129 73 Interest income, net 507 623 ------- ------- Income before minority interest 1,636 696 Minority interest -- 2 ------- ------- Net income $ 1,636 $ 698 ======= ======= Basic earnings per share $ 0.12 $ 0.06 ======= ======= Diluted earnings per share $ 0.11 $ 0.05 ======= ======= Weighted average shares outstanding used in computing basic earnings per share 13,369 12,068 ======= ======= Weighted average shares outstanding used in computing diluted earnings per share 15,132 15,121 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 3 MIM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Three Months Ended March 31, 1998 1997 -------- -------- (Unaudited) Cash flows from operating activities: Net income $ 1,636 $ 698 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Net loss allocated to minority interest -- (2) Depreciation and amortization 361 239 Stock option charges 7 7 Provision for losses on receivables and loans to affiliates -- 579 Changes in assets and liabilities: Receivables (11,076) (1,318) Prepaid expenses and other assets 56 (7) Accounts payable (564) (826) Deferred revenue (2,799) -- Claims payable 2,483 3,014 Payables to plan sponsors and others 1,110 (2,180) Accrued expenses (690) (454) -------- -------- Net cash provided by (used in) operating activities (9,476) (250) -------- -------- Cash flows from investing activities: Purchase of property and equipment (487) (312) Purchase of investment securites (4,000) (14,832) Proceeds from maturities of investment securities 10,293 21,239 Increase in other assets (43) (11) Stockholder loans, net (12) (35) Loans to affiliates, net -- 359 -------- -------- Net cash provided by (used in) investing activities 5,751 6,408 -------- -------- Cash flows from financing activities: Principal payments on capital lease obligations (53) (53) Proceeds from exercise of stock options 1 -- -------- -------- Net cash provided by (used in) financing activities (52) (53) -------- -------- Net increase (decrease) in cash and cash equivalents (3,777) 6,105 Cash and cash equivalents--beginning of period 9,593 1,834 -------- -------- Cash and cash equivalents--end of period $ 5,816 $ 7,939 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 19 $ 12 ======== ======== SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS: Equipment acquired under capital lease obligations $ -- $ -- ======== ======== Distribution to stockholder through the cancellation of stockholder notes receivable $ -- $ -- ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 4 MIM CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except for share and per share amounts) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission"). Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included. The results of operations and cash flows for the three months ended March 31, 1998 are not necessarily indicative of the results of operations or cash flows which may be reported for the remainder of 1998. These consolidated financial statements should be read in conjunction with the consolidated financial statements, notes and information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as amended by amendments thereto on Form 10-K/A, filed with the Commission (the "Form 10-K"). The accounting policies following for interim financial reporting are the same as those disclosed in Note 2 to the consolidated financial statements included in Form 10K. NOTE 2 - EARNINGS PER SHARE The following table sets forth the computation of Basic Earnings per Share and Diluted Earnings per Share: Three Months Ended March 31, (In thousands except per share share amounts) 1998 1997 - ----------------------------------------------------- ------ ------ Net income less preferred dividends 1,636 698 Denominator: Average number of common shares outstanding 13,369 12,068 ------ ------ Basic Earnings per Share $ .12 $ .06 ====== ====== Denominator: Average number of common shares outstanding 13,369 12,068 Common share equivalents of outstanding stock 1,763 3,053 options and deferred contingent common stock awards Total shares 15,132 15,121 ------ ------ Diluted Earnings per Share $ .11 $ .05 ====== ====== NOTE 3- OTHER COMPREHENSIVE INCOME The Company adopted Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income" ("SFAS 130") for the three months ended March 31, 1998. There were no transactions during this period that would be required to be reported as a component of other comprehensive income. NOTE 4- SUBSEQUENT EVENTS On April 14, 1998, the Company resolved its dispute with certain subsidiaries of Sierra Health Services, Inc., a Nevada corporation ("Sierra"), a party to a PBM Services Agreement (the "Sierra Agreement") with the Company. As disclosed in the Company's Form 10-K, this dispute related to the parties' divergent interpretations of certain provisions of the Sierra Agreement, which led to Sierra's dispute of certain amounts which the Company claimed were owed to it. Under the terms of the settlement, both parties dismissed their respective claims pending in the United States District Court, District of Nevada and the American Arbitration Association. In addition, the parties modified a number of provisions of the Sierra Agreement, including the addition of a provision permitting any party to terminate the Sierra Agreement at any time and for any reason upon 90 days' prior written notice. On May 8, 1998, the Company notified Sierra of its intention to terminate the Sierra Agreement 90 days after notice thereof in accordance with the terms of Agreement. The Company continues to provide pharmacy benefit management services to Sierra under the Sierra Agreement during the 90-day period ending August 6, 1998. Effective May 15, 1998, Mr. John H. Klein, then the Company's Chief Executive Officer, Chairman of the Board of Directors and a director, resigned from such positions with the Company. Effective on that date, Mr. Richard H. Friedman, the Company's Chief Operating Officer, Chief Financial Officer and a director through May 15, 1998, succeeded Mr. Klein as the Company's Chief Executive Officer. Mr. Scott R. Yablon, then a director of the Company, joined the Company as an employee on May 1, 1998, and effective May 15, 1998, assumed the titles of President, Chief Financial Officer and Chief Operating Officer of the Company. 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized. MIM Corporation Date: August 5, 1998 /s/ Barry A. Posner -------------------------- Barry A. Posner Vice President
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