UNITED STATES |
FORM 10-K
|
(Mark One) |
[ X ] | ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003 OR |
[ ] | PERIODIC
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to | |
Commission file number: 1-11993 |
MIM CORPORATION | ||||
---|---|---|---|---|
(Exact name of registrant as specified in its charter) | ||||
Delaware (State of incorporation) |
05-0489664 (I.R.S. Employer Identification No.) | |||
100 Clearbrook Road, Elmsford NY (Address of principal executive offices) |
10523 (Zip Code) |
Registrant's telephone number, including area code: 914-460-1600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value |
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K.
|
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X
No |
The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant
as of June 30, 2003, the last business day of the registrant's most recently completed second fiscal
quarter, was approximately $137,653,037 based on the closing price of the Common Stock on the Nasdaq National
Market on such date. |
On March 10, 2004 there were outstanding 22,362,829 shares of the registrant's Common Stock. |
|
|
PART I
This report contains "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, future
plans and strategies, anticipated events or trends and similar expressions concerning matters that
are not historical facts or that necessarily depend upon future events. In some cases, you can
identify forward-looking statements by terms such as "may," "will," "should," "could," "would,"
"expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," and similar
expressions. Specifically, this report contains, among others, forward-looking statements about: |
Item 1. Business |
2 |
On February 2, 2004, we announced our acquisition of Natural Living, Inc. d/b/a Fair Pharmacy, a specialty
pharmaceutical provider located in New York, New York for $15 million. The addition of Natural Living's
foundation of long-term local physician relationships and loyal customer base to our position in the New York
metropolitan region is an important enhancement of our HIV, Oncology and Hepatitis C disease categories, as well
as a complement to our overall disease state profile.
|
3 |
Coordinated Medication Delivery.
Our pharmacies provide express delivery of medications to the Member's point of service, whether that is his or
her home or to a physician's office. Special handling techniques and/or refrigeration (including shipping with
dry-ice packing) are utilized in compliance with a manufacturer's specific shipping and handing requirements. In
addition to injectable medications, we also provide waste containers, syringes and ancillary materials needed for
the administration of a product. Express delivery via overnight courier is provided without additional charge to
the patient or physician.
|
4 |
The primary method for assuring formulary compliance on behalf of a Plan Sponsor is by managing pharmacy
reimbursement to ensure that non-formulary drugs are not dispensed, subject to certain limited exceptions.
Benefit design and formulary parameters are managed through a point-of-sale ("POS") claims processing system
through which real-time electronic messages are transmitted to pharmacists to ensure compliance with specified
benefit design and formulary parameters before services are rendered and prescriptions are dispensed. Over
utilization of medication is monitored and managed through quantity limitations based upon nationally recognized
standards and guidelines regarding maintenance versus non-maintenance therapy. Step protocols, which are
procedures requiring that preferred therapies be tried and shown ineffective before more expensive therapies are
covered are also established in collaboration with the relevant P&T Committee to control improper utilization of
certain high-risk or high-cost medications.
|
5 |
Sales and Marketing |
6 |
Financial Information about Segments |
For the years ended December 31, 2003, 2002, and 2001, TennCare® PBM revenues totaled $67.8 million, $140.2
million, and $141.9 million, respectively. PBM Services revenues without TennCare® were $327.7 million, $266.9
million and $273.2 million for 2003, 2002, and 2001, respectively.
|
7 |
However, various states have enacted laws and adopted regulations directed at restricting or prohibiting the
operation of out-of-state pharmacies by, among other things, requiring compliance with all laws of the states
into which the out-of-state pharmacy dispenses medications, whether or not those laws conflict with the laws of
the state in which the pharmacy is located. To the extent that such laws or regulations are found to be
applicable to our operations, we would be required to comply with them. In addition, to the extent that any of
the foregoing laws or regulations prohibit or restrict the operation of mail service pharmacies and are found to
be applicable to us, they could have an adverse effect on our prescription mail service operations.
|
8 |
Legislation Imposing Plan Design Mandates.
Some states have enacted legislation that prohibits Plan Sponsors from implementing certain restriction design
features, and many states have introduced legislation to regulate various aspects of managed care plans including
legislation that prohibits or restricts therapeutic substitution, requires coverage of all drugs approved by the
FDA, or prohibits denial of coverage for non-FDA approved uses. For example, some states provide that Members
may not be required to use network providers, but that they must instead be provided with benefits even if they
choose to use non-network providers ("freedom of choice" legislation), or provide that a Member may sue his or
her health plan if care is denied. Some states have enacted, and other states have introduced, legislation
regarding plan design mandates. Some states mandate coverage of certain benefits or conditions. Such
legislation does not generally apply to the Company, but it may apply to certain of our customers (generally,
HMOs and health insurers). If any such legislation was to become widespread and broad in scope, it could have
the effect of limiting the economic benefits achievable through pharmacy benefit management. To the extent that
such legislation is applicable and is not preempted by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") (as to plans governed by ERISA), certain of our operations could be adversely affected.
|
9 |
State Self-Referral Laws.
We are subject to state statutes and regulations that prohibit payments for referral of patients and referrals by
physicians to healthcare providers with whom the physicians have a financial relationship. Some state statutes
and regulations apply to services reimbursed by governmental as well as private payors. Violation of these laws
may result in prohibition of payment for services rendered, loss of pharmacy or health provider licenses, fines
and criminal penalties. The laws and exceptions or safe harbors may vary from the federal Stark laws and vary
significantly from state to state. The laws are often vague, and in many cases, have not been widely interpreted
by courts or regulatory agencies; however, we believe we are in compliance with such laws. |
10 |
In addition, in February 2003, HHS issued final regulations governing the security of PHI pursuant to HIPAA (the
"Security Standards"). The Security Standards impose substantial requirements on covered entities and their
business associates regarding the storage, utilization of, and access to and transmission of PHI. The Security
Standards must be complied with beginning on April 21, 2005. While we believe we currently have adequate
safeguards in place to protect health information, we are developing additional processes to enable us to
implement security measures to comply with the rules. We expect to be fully compliant by April 21, 2005.
|
11 |
Item 2. Properties |
12 |
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
|
|
13 |
(1) | Beginning in 2001, as required by EITF No. 02-16, the Company adopted a new method of recording rebates received from manufacturers as a reduction of cost of revenue and rebates shared with Plan Sponsors as a reduction of revenue. Prior to 2001 the Company recorded the difference between rebates billed and the rebates shared with customers as a reduction of cost of revenue. For comparative purposes, the years 2000 and 1999 have been reclassified to give effect to this change. | ||||||||||||||||
(2) | In 1999, the Company recorded $6,029 of TennCare® reserve adjustments for estimated losses on contract receivables relating to Tennessee Health Partnership ("THP"), Preferred Health Plans and Xantus Health Plans of Tennessee, Inc. ("Xantus"), as further described in Note 11 of Notes to Consolidated Financial Statements. During 2001, the Company recorded a reserve adjustment credit of $980 to reflect a favorable settlement with THP relative to the amount initially reserved in 1999. In the third quarter of 2001 and the first quarter of 2002, the Company recorded TennCare® reserve adjustments of $1,496 and $851, respectively, as a result of the collection of receivables from Xantus, which were previously reserved in 1999. There have been no changes in 2003 and the reserve remains $357. | ||||||||||||||||
(3) | Net income (loss) includes legal expenses advanced for the defense of two former officers for the years 2000 and 1999, in the amounts of $2,700 and $1,400, respectively. | ||||||||||||||||
(4) | In the fourth quarter of 2000, the Company recorded a provision for loss of $2,300 on its investment in Wang Healthcare Information Systems. | ||||||||||||||||
(5) | The net loss per common share for the years 2000 and 1999 excludes the effect of common stock equivalents, as their inclusion would be antidilutive. | ||||||||||||||||
(6) | This amount represents long-term debt assumed by the Company in connection with its acquisition of Continental Managed Pharmacy Services, Inc. and its subsidiaries. | ||||||||||||||||
(7) | Revenue includes TennCare® revenue of $67.8 million, $140.2 million, $141.9 million, $130.4 million, and $174.8 million respectively for the years ended 2003, 2002, 2001, 2000, and 1999. Revenue also includes Synagis revenue of $13.7 million, $14.6 million, $3.7 million and $0.6 million for the years ended December 31, 2003, 2002, 2001, and 2000, respectively. Both of these revenue sources have ended in 2003. | ||||||||||||||||
(8) | Net income in 2003 includes a $0.6 million charge related to a tentative settlement with the founder, E. David Corvese and a restructuring charge of $0.9 million. | ||||||||||||||||
(9) |
Effective tax rate (see management's discussion for why the effective tax rate has changed): |
2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||
40% | 20% | 6.2% | 0% | 0% |
14 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations |
15 |
Revenue Recognition |
16 |
Purchase Price Allocation |
17 |
Results of Operations
Year Ended December 31, 2003 vs. December 31, 2002
See segment information below for further details.
|
18 |
Gross profit for 2002 was $70.6 million compared to $53.4 million in 2001, primarily due to growth in the
Specialty Management and Delivery Services business. The gross profit percentage increased to 12.2% for 2002
compared to 11.7% for 2001.
Year ended December 31, 2003 vs. year ended December 31, 2002 |
19 |
PBM Services
Year ended December 31, 2003 vs. year ended December 31, 2002
|
20 |
For the year ended December 31, 2003, selling, general and administrative (S,G&A) expenses increased to $50.6
million or 8.6% of revenue from $45.9 million or 8.0% for 2002. The increase in SG&A was a result of increased investment
in sales resources and expanded management to support the growth in the Specialty Management and Delivery
Services business, a severance related charge of $1.5 million associated with the termination of 55 employees in
the PBM Services segment, acquisition related expenses of $0.7 million and a $0.9 million charge for a tentative
settlement with the founder and former officer of the Company (see 'Other Matters'). We did not pay bonus
compensation for 2003 as certain internal financial metrics were not met. Bonus compensation for 2002 was $0.9
million.
|
21 |
Net income for 2002 increased 32% to $18.7 million, or $0.79 per diluted share, compared to net income of $14.2
million, or $0.64 per diluted share, for 2001. Excluding 2002 and 2001 gains associated with TennCare® reserve
adjustments of $0.03 and $0.10 per diluted share, respectively, and the $0.08 per diluted share impact of
amortization of goodwill in 2001.
|
22 |
As we continue to grow, we anticipate that our working capital needs will also continue to increase. We believe
that we have sufficient cash on hand, together with funds available under the Facility and cash expected to be
generated from operating activities, to fund our anticipated working capital needs, the current stock repurchase
program and other cash needs.
|
On February 2, 2004, we acquired Natural Living, Inc. for $15 million cash. This purchase was financed using the
Facility.
|
23 |
Regulatory Matters |
24 |
Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders |
/s/ Ernst & Young, LLP
|
25 |
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of MIM Corporation and Subsidiaries:
|
Arthur Andersen LLP |
||
Roseland, New Jersey February 16, 2002 |
||
This is a copy of an Accountant's Report previously issued by Arthur Andersen LLP, and has not been reissued by Andersen. See Exhibit 23.2 for further information. |
26 |
The accompanying notes are an integral part of these consolidated financial statements. |
Page 27 |
The accompanying notes are an integral part of these consolidated financial statements. |
Page 28 |
|
Page 29 |
Page 30 |
MIM CORPORATION AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, (In thousands, except per share amounts) |
Supplemental Disclosures: |
The Company paid $421, $853 and $465 in cash for interest for each of the years ended December 31, 2003, 2002,
and 2001, respectively.
|
The accompanying notes are an integral part of these consolidated financial statements. |
Page 31 |
MIM CORPORATION AND
SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except where otherwise noted and for share and per share amounts) |
NOTE 1 - NATURE OF BUSINESS |
Corporate Organization |
Page 32 |
Cash and Cash Equivalents |
Asset |
Useful Life |
Computer and office equipment |
3-5 years |
Furniture and fixtures |
5-7 years |
Leasehold improvements and leased assets are amortized using a straight-line basis over the related lease term or
estimated useful life of the assets, whichever is less. The cost and related accumulated depreciation of assets
sold or retired are removed from the accounts with the gain or loss, if applicable, recorded in the statement of
operations. Maintenance and repairs are expensed as incurred.
|
Page 33 |
Fee-For-Service Agreements.
Fee-for-service agreements include: (i) specialty and mail service agreements, where the Company dispenses
prescription medications through its own pharmacy facilities and (ii) PBM agreements, where prescription
medications are dispensed through pharmacies participating in the Company's retail pharmacy network as well as
the Company's mail service facility. Under fee-for-service agreements, revenue is recognized either: (a) when
the pharmacy services are reported to the Company through the point of sale ("POS") claims processing system and
the drug is dispensed to the Member, in the case of a prescription filled through a pharmacy participating in the
Company's retail pharmacy network, or (b) at the time the drug is dispensed, in the case of a prescription filled
through a pharmacy owned by the Company.
|
Page 34 |
Disclosure of Fair Value of Financial Instruments
Because the fair value method prescribed by SFAS No. 123 has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation expense may not be representative of the amount of compensation expense to be recorded in future years. As pro forma compensation expense for options granted is recorded over the vesting period, future pro forma compensation expense may be greater as additional options are granted. |
Page 35 |
Recent Accounting Pronouncements
|
Page 36 |
NOTE 4 -
ACQUISITIONS
|
Page 37 |
NOTE 5 - GOODWILL AND INTANGIBLES
The following table provides a reconciliation of goodwill by segment.
All goodwill assigned to our Specialty Management and Delivery Services segment is expected to be deductible for income tax purposes. Goodwill associated with the PBM Services segment is not tax deductible. |
Page 38 |
The following table details the acquired intangible assets and their accumulated amortization as of December 31, 2003.
The amortization expense for the year ended December 31, 2003 was $1,863. The estimated amortization expense for the next five years is as follows:
The Company's intangible assets are composed of customer relationships, non compete agreements and trademarks
associated with the Ohio and Long Island, New York acquisitions. The expected amortizable life of these assets
range from three to ten years.
|
Page 39 |
NOTE 7 - PROPERTY AND EQUIPMENT
NOTE 8 - LINE OF CREDIT
|
Page 40 |
On March 31, 1999, the State of Tennessee (the "State") placed Xantus Health Plans of Tennessee, Inc. ("Xantus")
in receivership. The State proposed a plan of rehabilitation (the "Plan"), as opposed to a liquidation of
Xantus, that would allow Xantus to remain operating as a TennCare® MCO. Under the Plan, the State loaned Xantus
$30,000 to repay pre-petition claims of providers, which claims aggregate approximately $80,000. Under the Plan,
during December 1999, the Company received $4,200, including $600 of unpaid rebates to Xantus, which the Company
was allowed to offset in full against its pre-petition claims. Because a plan for the payment of the remaining
amounts had not been finalized in time for completion of the annual audit, and the recovery of any additional
amounts was uncertain, the Company recorded a special charge in 1999 of $2,700 as a TennCare® reserve adjustment
for the estimated loss on the remaining amounts owed. In the third quarter of 2001, the Company recorded $1,496
as a credit to the TennCare® reserve, resulting from the collection of receivables from Xantus for amounts
previously reserved in 1999. In the first quarter of 2002, the Company recorded $851 as a credit against that
reserve based on management's determination that amount was free from claims to third parties.
|
Page 41 |
Rent expense for non-related party leased facilities and equipment was approximately $1,647, $1,820, and $1,384
for the years ended December 31, 2003, 2002 and 2001, respectively.
NOTE 12 - INCOME TAXES
As of December 31, 2003 the Company has recorded a net deferred tax asset of $7,789. These primarily consist of federal NOLs generated from stock options. At December 31, 2002 the Company's NOLs had a full valuation allowance against them. During 2003 management concluded that the valuation allowance was no longer needed and the tax asset will more likely than not be realized based on our strong earnings history for the past three years and other positive factors. Therefore, the total valuation allowance related to our net operating loss carryforwards generated from stock options was reversed. The reversal did not affect income or the effective tax rate. |
Page 42 |
The Company's reconciliation of the expected provision rate to the effective income tax rate is as follows:
At December 31, 2003, the Company has Federal NOLs ("NOLs") remaining of approximately $19,400 million which will
begin expiring in 2009. As opposed to the Company's NOLs that reduced the effective tax rate in fiscal years'
2002 and 2001, the full benefit of these NOLs are recorded directly in Stockholders' Equity rather than as
a reduction of tax expense as the NOL's were generated primarily from the exercise of stock options in prior
years.
|
Page 43 |
On April 17, 1998, the Company granted a former officer an option to purchase 1,000,000 shares of Common Stock at
$4.50 (then-current market price) in connection with his employment agreement to become the Company's President
and Chief Operating Officer. This option was not granted under the Plan. During 2001, all of the options
granted to the former officer were exercised.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. |
Page 44 |
Performance Shares
NOTE 15 - PROFIT SHARING PLAN
|
Page 45 |
NOTE 17 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
NOTE 18- SUBSEQUENT EVENT SETTLEMENT
|
Page 46 |
|
Page 47 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Page 48 |
PART III
Item 10. Directors and Executive Officers of the Registrant
|
Page 49 |
PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K | |||
(A) | Documents Filed as Part of this Report | ||
Page | |||
1. | Financial Statements | ||
Report of Independent Auditors | 25 | ||
Consolidated Balance Sheets as of December 31, 2003 and 2002 | 27 | ||
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001 | 28 | ||
Consolidated Statements of Stockholders'
Equity (Deficit) for the years ended December 31, 2003, 2002 and 2001 |
29 | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 | 30 | ||
Notes to Consolidated Financial Statements | 32 | ||
2. | Financial Statement Schedules | ||
Valuation and Qualifying Accounts for the years ended December 31, 2003, 2002 and 2001 | 47 | ||
|
Page 50 |
3. Exhibits | |||
Exhibit Number |
Description | Location | |
2.1 | Agreement and Plan of Merger by and Among MIM Corporation, CMP Acquisition Corp., Continental Managed Pharmacy Services, Inc. and Principal Shareholders dated as of January 27, 1998 |
(1) (Exh. 2.1) | |
3.1 | Amended and Restated Certificate of Incorporation of MIM Corporation. |
(2) (Exh. 3.1) | |
3.2 | Amended and Restated By-Laws of MIM Corporation |
(3) | |
4.1 | Specimen Common Stock Certificate |
(1) (Exh. 4.1) | |
10.1 | Indemnity letter from MIM Holdings, LLC dated August 5, 1996. |
(2) (Exh. 10.36) | |
10.2 | Employment Agreement between MIM Corporation and Richard H. Friedman dated as of December 1, 1998. |
(4) (Exh.10.14) | |
10.3 | Employment Agreement between MIM Corporation and Barry A. Posner dated as of March 1, 1999 |
(4) (Exh.10.17) | |
10.4 | Registration Rights Agreement-IV between MIM Corporation and John H. Klein, Richard H. Friedman, Leslie B. Daniels, E. David Corvese and MIM Holdings, LLC dated July 31, 1996 |
(2) (Exh. 10.34) | |
10.5 | Registration Rights Agreement-V between MIM Corporation and Richard H. Friedman and Leslie B. Daniels dated July 31, 1996 |
(2) (Exh. 10.35) | |
10.6 | Amendment No. 1 dated August 12, 1996 to Registration Rights Agreement-IV between MIM Corporation and John H. Klein, Richard H. Friedman, Leslie B. Daniels, E. David Corvese and MIM Holdings, LLC dated July 31, 1996 |
(5) (Exh.10.29) | |
10.7 | Amendment No 2 dated June 16, 1998 to Registration Rights Agreement-IV between MIM Corporation and John H. Klein, Richard H. Friedman, Leslie B. Daniels, E. David Corvese and MIM Holdings, LLC dated July 31, 1996 |
(4) (Exh.10.31) | |
10.8 | Lease between Alchemie Properties, LLC and Pro-Mark Holdings, Inc., dated as of December 1, 1994. |
(2) (Exh. 10.27) | |
10.9 | Lease Agreement between Mutual Properties Stonedale L.P. and MIM Corporation dated April 23, 1997. |
(6) (Exh.10.41) | |
10.10 | Agreement between Mutual Properties Stonedale L.P. and MIM Corporation dated as of April 23, 1997. |
(6) (Exh.10.42) | |
10.11 | Lease Amendment and Extension Agreement between Mutual Properties Stonedale L.P. and MIM Corporation dated December 10, 1997 |
(6) (Exh.10.43) |
Page 51 |
10.12 | Lease Amendment and Extension Agreement-II between Mutual Properties Stonedale L.P. and MIM Corporation dated March 27, 1998. |
(6) (Exh.10.44) | |
10.13 | Lease Agreement between Mutual Properties Stonedale L.P. and Pro-Mark Holdings, Inc., dated December 23, 1997 |
(6) (Exh.10.45) | |
10.14 | Amendment No. 1 to Employment Agreement, dated as of October 11, 1999 between MIM Corporation and Richard H. Friedman |
(7) (Exh.10.60) | |
10.15 | Form of Performance Shares Agreement |
(7) (Exh.10.61) | |
10.16 | Form of Performance Units Agreement |
(7) (Exh.10.62) | |
10.17 | Form of Non-Qualified Stock Option Agreement* |
(7) (Exh.10.63) | |
10.18 | Corporate Integrity Agreement between the Office of the Inspector General of the Department of Health and Human Services and MIM Corporation, dated as of June 15, 2000 |
(8) (Exh. 10.2) | |
10.19 | Loan and Security Agreement, dated November 1, 2000, between MIM Funding LLC and HFG Healthco-4 LLC. |
(9) (Exh. 10.1) | |
10.20 | Receivables Purchase and Transfer Agreement, dated as of November 1, 2000, among MIM Health Plans, Inc., Continental Pharmacy, Inc., American Disease Management Associates LLC and MIM Funding LLC. |
(9) (Exh. 10.2) | |
10.21 | Lease Agreement, dated as of February 24, 2000, by and between American Duke-Weeks Realty Limited Partnership and Continental Managed Pharmacy Services, Inc. |
(10) (Exh. 10.68) | |
10.22 | First Lease Amendment, dated as of February 24, 2000, by and between American Duke-Weeks Realty Limited Partnership and Continental Managed Pharmacy Services, Inc. |
(10) (Exh. 10.69) | |
10.23 | Lease Agreement, dated as of July 22, 1996, by and between American Disease Management Associates, LLC ("ADIMA") and Regent Park Associates. |
(10) (Exh. 10.70) | |
10.24 | First Amendment of Agreement of Lease, dated as of June 15, 1999, by and between ADIMA and Five Regent Park Associates. |
(10) (Exh. 10.71) | |
10.25 | Second Amendment of Agreement of Lease, dated as of February 11, 2000, by and between ADIMA and Five Regent Park Associates. |
(12) (Exh. 10.72) | |
10.26 | Asset Purchase Agreement, dated April 4, 2001 among Continental Managed Pharmacy Services Inc., Community Prescription Service, Inc., and its Stockholders |
(11) (Exh. 10.74) | |
10.27 | Purchase Agreement among American Disease Management Associates, L.L.C., its Members and Certain Related Partners, MIM Health Plans, Inc. and the Registrant, dated as of August 3, 2000 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed August 10, 2000). |
(12) (Exh. 4.2) | |
10.28 | Registration Rights Agreement between the Registrant and Livingston Group LLC dated as of August 3, 2000 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed August 10, 2000). |
(12) (Exh. 4.3) |
Page 52 |
10.29 | Employment letter, dated as of June 19, 2001, between MIM Health Plans, Inc and Michael Sicilian |
(13) (Exh. 10.77) | |
10.30 | Purchase Agreement, dated as of January 9, 2002, among Vitality Home Infusion Services, Inc., Marc Wiener, Barbara Kammerer and MIM Corporation |
(14) (Exh. 2.1) | |
10.31 | Lease Agreement, dated as of January 31, 2002, between Bar-Marc Realty, LLC, as landlord, and Vitality Home Infusion Services, Inc., as Tenant |
(15) (Exh. 10.49) | |
10.32 | Guaranty of Lease Agreement, dated January 31, 2002, made by the Company in favor of Bar-Marc Realty, LLC |
(15) (Exh. 10.50) | |
10.33 | Employment Letter, dated October 15, 2001, between the Company and Russel J. Corvese |
(15) (Exh. 10.51) | |
10.34 | Amendment to Employment Agreement entered into as of September 18, 2002 by and between the Company and Barry A. Posner. |
(16) | |
10.35 | Amendment to Employment Agreement effective as of December 31, 2001 by and between the Company and Richard H. Friedman. |
(16) | |
10.36 | Employment Letter, dated October 1, 2002, between the Company and James S. Lusk. |
(16) | |
10.37 | Third Amendment of Agreement of Lease, dated June 24, 2002, between Five Regent Park Associates and American Disease Management Associates. |
(16) | |
10.38 | Second Amendment and Consent, dated as of January 31, 2002, to the Receivable Purchase and Transfer Agreement, dated as of November 1, 2000 |
(16) | |
10.39 | Amendment No. 3, dated as of November 25, 2002, to the Receivables Purchase and Transfer Agreement, dated as of November 1, 2000, each of the parties named on Schedule I thereto, MIM Funding LLC and HFG Healthco-4 LLC |
(16) | |
10.40 | Amended and Restated 1996 Non-Employee Director's Stock Incentive Plan (effective April 17, 2002) |
(17) | |
10.41 | Amended and Restated Rights Agreement, dated as of December 3, 2002 between MIM Corporation and American Stock Transfer and Trust Company |
(18) | |
10.42 | Extension Agreement, dated as of June 30, 2003, to the Receivables Purchase and Transfer Agreement dated as of November 1, 2000, among Scrip Solutions, Inc., each of the parties named on Schedule I to the Original RPTA and MIM Funding LLC and consented to by HFG Healthco-4 LLC |
(19) | |
10.43 | Extension Agreement, dated as of June 30, 2003, to the Loan and Security Agreement dated as of November 1, 2000, between MIM Funding LLC and HFG Healthco-4 LLC |
(19) | |
10.44 | Amendment, dated January 28, 2004, to Employment Agreement, dated as of March 1, 1999, as amended to date, by and between MIM Corporation and Barry A. Posner. |
(20) | |
10.45 | Amendment, dated October 13, 2003, to Employment Letter Agreement entered into as of June 19, 2001, by and between Scrip Solutions, Inc. and Michael J. Sicilian. |
(20) |
Page 53 |
10.46 | Amendment, dated September 19, 2003, to Employment Letter Agreement entered into as of October 15, 2001, by and between Scrip Solutions, Inc. and Russel J. Corvese. |
(20) | |
10.47 | Lease Amendment and Extension Agreement, dated August 31, 2003, by and between Scrip Solutions, Inc. and Mutual Properties Stonedale LLC |
(20) | |
21 | List of Subsidiaries |
||
23.1 | Consent of Ernst and Young, LLP |
||
23.2 | Notice Regarding Consent of Arthur Andersen LLP |
||
31.1 | Certification of Richard H. Friedman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
31.2 | Certification of James S. Lusk pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
32.1 | Certification of Richard H. Friedman pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
32.2 | Certification of James S. Lusk pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
(1) | Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form S-4 (File No. 333-60647), as amended, which became effective on August 21, 1998. |
||
(2) | Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form S-1 (File No. 333-05327), as amended, which became effective on August 14, 1996. |
||
(3) | Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 15, 2003. |
||
(4) | Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. |
||
(5) | Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. |
||
(6) | Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. |
||
(7) | Incorporated by reference to the indicated exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999. |
||
(8) | Incorporated by reference to the indicated exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000. |
||
(9) | Incorporated by reference to the indicated exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000. |
||
(10) | Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. |
||
(11) | Incorporated by reference to the indicated exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001. |
||
(12) | Incorporated by reference to the indicated exhibit to the Company's Current Report on Form 8-K filed on August 10, 2000. |
||
(13) | Incorporated by reference to the indicated exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001. |
||
(14) | Incorporated by reference to the indicated exhibit to the Company's Form 8-K filed on February 5, 2002. |
||
(15) | Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. |
||
(16) | Incorporated by reference to the indicated exhibit to the Company's Annual Report Form 10-K for the year ended December 31, 2002. |
||
(17) | Incorporated by reference from the Company's definitive proxy statement for its 2002 annual meeting of stockholders filed with the Commission April 24, 2002. |
Page 54 |
(18) | Incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 3 to the Company's Form 8-A/A dated December 4, 2002. |
||
(19) | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on August 13, 2003. |
||
(20) | Filed with this Annual Report on Form 10-K |
||
|
|||
(B) | Reports on Form 8-K |
||
Current Report on Form 8-K filed with the Commission on October 29, 2003. |
Page 55 |
SIGNATURES |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 15, 2004. |
|
MIM CORPORATION |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated. |
Signature | Title(s) | Date | ||
/s/ Richard H. Friedman Richard H. Friedman |
Chairman and Chief Executive Officer |
March 15, 2004 |
||
/s/ James S. Lusk James S. Lusk |
Executive Vice President and |
March 15, 2004 |
||
/s/ Louis T. DiFazio
Louis T. DiFazio, Ph.D. |
Director |
March 15, 2004 |
||
/s/ Louis A. Luzzi
Louis A. Luzzi, Ph.D. |
Director |
March 15, 2004 |
||
/s/ Richard A. Cirillo
Richard A. Cirillo, Ph.D. |
Director |
March 15, 2004 |
||
/s/ Charlotte W. Collins
Charlotte W. Collins |
Director |
March 15, 2004 |
||
/s/ Michael Kooper
Michael Kooper |
Director |
March 15, 2004 |
||
/s/ Ronald Shelp
Ronald Shelp |
Director |
March 15, 2004 |
||
/s/ Harold Ford
Harold Ford |
Director |
March 15, 2004 |
||
/s/ Jack L. Salzman
Jack L. Salzman |
Director |
March 15, 2004 |
Page 56 |
|
|||
EXHIBIT INDEX | |||
(Exhibits being filed with this Annual Report on Form 10-K) | |||
10.44 | Amendment, dated January 28, 2004, to Employment Agreement, dated as of March 1, 1999, as amended to date, by and between MIM Corporation and Barry A. Posner. |
||
10.45 | Amendment, dated October 13, 2003, to Employment Letter Agreement entered into as of June 19, 2001, by and between Scrip Solutions, Inc. and Michael J. Sicilian. |
||
10.46 | Amendment, dated September 19, 2003, to Employment Letter Agreement entered into as of October 15, 2001, by and between Scrip Solutions, Inc. and Russel J. Corvese. |
||
10.47 | Lease Amendment and Extension Agreement, dated August 31, 2003, by and between Scrip Solutions, Inc. and Mutual Properties Stonedale LLC |
||
21 | List of Subsidiaries |
||
23.1 | Consent of Ernst and Young, LLP |
||
23.2 | Notice Regarding Consent of Arthur Andersen LLP |
||
31.1 | Certification of Richard H. Friedman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
31.2 | Certification of James S. Lusk pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
32.1 | Certification of Richard H. Friedman pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
32.2 | Certification of James S. Lusk pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Page 57 |
Exhibit 31.2 | ||
CERTIFICATION | ||
I, James S. Lusk, certify that: | ||
1. |
I have reviewed this Annual Report on Form 10-K of MIM Corporation; | |
2. |
Based on my knowledge, this 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 report; | |
3. |
Based on my knowledge, the financial statements, and other financial information included in this 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 report; | |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 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 controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
c. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
5. |
The registrant's other certifying officer(s) 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 the 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:
March 15, 2004 /s/ James S. Lusk James S. Lusk, Executive Vice President & 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 Annual Report of MIM Corporation (the "Company") on Form 10-K for the fiscal year ended December 31, 2003,
as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard H. Friedman, Chairman and Chief
Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that: |
(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 results of operations
of the Company. |
Date:
March 15, 2004 |
/s/ Richard H. Friedman Richard H. Friedman |
A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is accompanying the Form 10-K solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document. |
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 Annual Report of MIM Corporation (the "Company") on Form 10-K for the fiscal year ended December 31, 2003,
as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James S. Lusk, Executive Vice President
and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that: |
(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 results of operations
of the Company. |
Date:
March 15, 2004 |
/s/ James S. Lusk James S. Lusk |
A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is accompanying the Form 10-K solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document. |
September 19, 2003
|
Re: Amendment to Employment Letter Agreement |
Dear Russ:
|
1. | Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Agreement. |
|
2. | Section 1 of the Employment Agreement is deleted in its entirety and substituted in lieu thereof shall be the following: "1. POSITION AND DUTIES: Vice President - Operations of Scrip Solutions, Inc. You will report primarily to the Company's executive management and will have such day to day responsibilities as shall be assigned to you by the President and Chief Operating Officer of the Company, subject to the authority of the Board of Directors. Subject to the terms and conditions of this Agreement, you acknowledge and understand that you are an employee at will. | |
3. | Section 7 of the Employment Agreement is hereby deleted in its entirety and substituted in lieu thereof shall be the following: |
|
"SECTION 7. Termination; Severance.
|
Mr. Russel J. Corvese
|
For purposes of this Agreement, "Cause" shall mean any of the following: (1) commission by you of criminal conduct which
involves moral turpitude; (2) acts which constitute fraud or self-dealing by or on the part of you against the Company,
including, without limitation, misappropriation or embezzlement; (3) your willful engagement in conduct which is
materially injurious to the Company; or (4) your gross misconduct in the performance of duties as an employee of the
Company, including, without limitation, failure to obey lawful written instructions of the Board of Directors of the
Company, any committee thereof or the Chief Executive Officer of the Company or failure to correct any conduct which
constitutes a breach of this agreement between you and the Company or of any written policy promulgated by the Board of
Directors of the Company, any committee thereof or the Chief Executive Officer of the Company, in either case after not
less than ten days' notice in writing to you of the Company's intention to terminate you if such failure is not corrected
within the specified period (or after such shorter notice period if the Company in good faith deems such shorter notice
period to be necessary due to the possibility of material injury to the Company).
|
||
4. | Except as modified hereby, the Agreement shall remain unmodified and in full force and effect. |
|
5. | This letter amendment shall be construed in accordance with, and its interpretation shall otherwise be governed by, the laws of the State of New York, without giving effect to otherwise applicable principles of conflicts of law. |
|
Kindly signify your agreement to the foregoing by signing below and forward an executed copy to me for our files.
|
MIM Corporation
January 28, 2004
Mr. Barry A. Posner
|
Re: Employment Agreement |
Dear Barry:
|
Sincerely,
MIM Corporation By: /s/ Richard H. Friedman Richard H. Friedman, Chairman and CEO | |
Agreed and Accepted as of the day of January, 2004: /s/ Barry A. Posner Barry A. Posner |
October 13, 2003
|
Re: Amendment to Employment Letter Agreement |
Dear Mike:
|
1. | Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Agreement. |
|
2. | Section 1 of the Employment Agreement is deleted in its entirety and substituted in lieu thereof shall be the following: "1. POSITION AND DUTIES: Executive Vice President - Sales of Scrip Solutions, Inc. You will report primarily to the Company's executive management and will have such day to day responsibilities as shall be assigned to you by the President and Chief Operating Officer of the Company, subject to the authority of the Board of Directors of the Company and MIM. Subject to the terms and conditions of this Agreement, you acknowledge and understand that you are an employee at will. | |
3. | The second sentence of the first paragraph of Section 7 of the Employment Agreement is hereby amended to read as follows: |
|
"If you are terminated by the Company (or any successor) other than for "Cause" (as defined below), you will be entitled to receive severance payments equal to one year of salary at your then current salary level, payable in accordance with the Company's then applicable payroll practices and subject to all applicable federal, state and local withholding." |
||
4. |
Clause (I) of the fourth sentence of the first paragraph of Section 7 of the Employment
Agreement is hereby amended to read as follows:
|
|
5. | Clause (iv) of the second paragraph of Section 7 of the Employment Agreement is hereby amended to read as follows: |
Mr. Michael J. Sicilian
|
" (iv) at any annual or special meeting of stockholders of MIM at which a quorum is present (or any adjournments or postponements thereof), or by written consent in lieu thereof, directors (each a "New Director" and collectively the "New Directors") then constituting a majority of MIM's Board of Directors shall be duly elected to serve as New Directors and such New Directors shall have been elected by stockholders of MIM who shall be an (I) "Adverse Person(s)"; or (II) "Acquiring Person(s)"(as each of the terms set forth in (I) and (II) hereof are defined in that certain Amended and Restated Rights Agreement, dated December 3, 2002, between MIM and American Stock Transfer & Trust Company, as Rights Agent." |
||
6. | Except as modified hereby, the Agreement shall remain unmodified and in full force and effect. |
|
7. | This letter amendment shall be construed in accordance with, and its interpretation shall otherwise be governed by, the laws of the State of New York, without giving effect to otherwise applicable principles of conflicts of law. |
|
Kindly signify your agreement to the foregoing by signing below and forward an executed copy to me for our files.
|
LEASE AMENDMENT AND EXTENSION AGREEMENT
This Lease Amendment and Extension Agreement (Agreement) is made and entered into on the 31st day of August, 2003 by and
between SCRIPT SOLUTIONS, INC. a Delaware Corporation, successor in interest to Pro-Mark Holdings Inc. a Delaware Corporation,
(the "Tenant"), and MUTUAL PROPERTIES STONEDALE LLC , successor in interest to Mutual Properties Stonedale L.P. hereinafter
referred to as "Landlord",
|
3. RENT: The Base Rent payable during the Term shall be as follows: |
a. | From September 1, 2003 through and including October 31, 2003, the Base Rent shall payable in equal monthly installments of $22,800.00. |
|
b. | From November 1, 2003 through and including November 30, 2003, the Base Rent shall payable in equal monthly installments of $17,379.00. |
|
c. | From December 1, 2003 through and including September 30, 2005, the annual Base Rent shall be $108,696.00 payable in equal monthly installments of $9,058.00. |
Beginning on September 1, 2003 through October 31, 2003, Tenant shall pay monthly in advance the amount of $4,310.00 as its
estimated Pro Rata Share of the Operating Costs of the Property. Beginning on November 1, 2003 through November 30, 2003, Tenant
shall pay monthly in advance the amount of $3,295.00 as its estimated Pro Rata Share of the Operating Costs of the Property.
Beginning on December 1, 2003 and continuing throughout the Term, Tenant shall pay monthly in advance the amount of $1,745.00 as
its estimated Pro Rata Share of the Operating Costs of the Property.
|
IN WITNESS WHEREOF, the Landlord and Tenant have hereunto set their hands as of the day and date first above written. |
SCRIPT SOLUTIONS INC.
TENANT /s/ Barry A. Posner By: ______________________________________ It's ________________________________________ Duly Authorized | |
MUTUAL PROPERTIES STONEDALE LLC
LANDLORD /s/ Stephen Soscia, Managing Member By: Stephen Soscia, Managing Member |
Exhibit 21 - Subsidiaries of the Registrant |
Scrip Solutions, LLC, a Delaware limited liability company
|
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-107307 and
333-107306) of our report dated February 2, 2004, except for Note 18, as to which the date is March 4, 2004, with
respect to the consolidated financial statements and schedule of MIM Corporation included in this Annual Report
(Form 10-K) for the year ended December 31, 2003.
|
EX-23.2 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"), provides that if any part of a
registration statement at the time such part becomes effective contains an untrue statement of a material fact or
an omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that
at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every
accountant who has consented to be named as having prepared or certified any part of the registration statement,
or as having prepared or certified any report or valuation which is used in connection with the registration
statement, with respect to the statement in such registration statement, report or valuation which purports to
have been prepared or certified by the accountant.
|
Exhibit 31.1 | ||
CERTIFICATION | ||
I, Richard H. Friedman, certify that: | ||
1. |
I have reviewed this Annual Report on Form 10-K of MIM Corporation; | |
2. |
Based on my knowledge, this 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 report; | |
3. |
Based on my knowledge, the financial statements, and other financial information included in this 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 report; | |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 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 controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
c. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
5. |
The registrant's other certifying officer(s) 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 the 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:
March 15, 2004 /s/ Richard H. Friedman Richard H. Friedman, Chairman and Chief Executive Officer |