UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.






FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) April 29, 2003


MIM Corporation
(Exact Name of Registrant as Specified in its Charter)



Delaware
(State or Other Jurisdiction of
Incorporation)
0-28740
(Commission
File Number)
05-0489664
(IRS Employer
Identification No.)


100 Clearbrook Road, Elmsford, New York
(Address of Principal Executive Offices)
10523
(Zip Code)


Registrant's telephone number, including area code (914) 460-1600




(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements and Exhibits.

(c)     Exhibits.  The following Exhibit is filed with this Report:


Exhibit

99.1
Description of Exhibit

Press Release issued by MIM Corporation on April 29, 2003

Item 9. Regulation FD Disclosure.

On April 29, 2003 MIM Corporation reported its earnings for the quarter ended March 31, 2003.

In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition."


SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.



Date: May 6, 2003 MIM CORPORATION


By:     /s/ Barry A. Posner                                  
           Barry A. Posner, Executive Vice
           President and Secretary

EXHIBIT INDEX



Exhibit Number

99.1
Description of Exhibit

Press Release issued by MIM Corporation on April 29, 2003

MIM Reports EPS of $0.15 for First Quarter 2003

Execution of Strategy Yields Continued Specialty Growth

      ELMSFORD, NY - April 29, 2003 - MIM Corporation (NASDAQ:MIMS) (CBOE:OQX) (AMEX:OQX), a pharmaceutical healthcare organization, today reported first quarter 2003 results.

Financial Highlights

  • First quarter Specialty revenues grew 64% over the first quarter of 2002
  • Cash flow from operations for the quarter was $5.5 million, up 135% from the fourth quarter of 2002
  • Mail and Specialty prescriptions dispensed increased a combined 32% over the first quarter of 2002
  • Acquired approximately 800,000 shares of stock under a new share repurchase program

          Revenues for the first quarter increased to $162.2 million from $151.7 million in the first quarter of 2002.

         First quarter 2003, Specialty Management and Delivery Services revenues increased 64% to $54.2 million from $33.0 million for the same period last year due to continued growth in each of the Company's injectable and infusion therapy programs.

         Revenues from PBM Services, including mail, were $108.0 million in the current quarter compared to $118.7 million in the first quarter of 2002. This difference was principally the result of decreases in revenue associated with the Company's classification of certain PBM revenues from gross to net and the Company's termination of certain unprofitable PBM accounts.

         Richard H. Friedman, Chairman and Chief Executive Officer commented: "First quarter results have met all of our expectations. Our multi-faceted managed care strategy continues to deliver."

         Operating income for the first quarter of 2003 was $5.9 million compared to $6.7 million for the first quarter of 2002. EBITDA for the first quarter was $7.3 million, compared to $8.2 million for the same period last year. Operating income and EBITDA for the first quarter of last year includes a special gain of $0.9 million. The operating income and EBITDA results reflect an increase in selling, general and administrative expenses of $2.3 million primarily due to additions in the sales organization and corporate management, which were made in the second half of 2002.


         After accounting for a 40% tax rate, first quarter net income was $3.4 million or $0.15 per diluted share, compared to net income of $5.2 million or $0.22 per diluted share, at a tax rate of 20%, for the prior year's quarter. Net income for the first quarter of 2002 includes a special gain of $0.03 per diluted share.

         The Company recently announced a new specialty and mail services contract with Qualchoice, a managed care organization with 192,958 lives, serviced by 4,700 physicians and more than 35 hospitals in the Northern Ohio region.

         "This contract along with others signed during the quarter reflects the continued execution of our sales strategy and reorganized operational structure," continued Mr. Friedman. "We are benefiting from a single coordinated sales force cross-selling all of our services. In addition, the Qualchoice contract will represent an increase in penetration, since we will be providing specialty management and delivery services for all 13 of our disease states."

         Cost of revenue for the first quarter of 2003 was $143.6 million, compared with $135.6 million for the same period last year, reflecting the growth of the Company's Specialty business.

         Gross profit for the quarter increased 16% to $18.6 million from $16.0 million in the prior year, primarily due to growth in the Company's Specialty operations. The gross profit percentage for the first quarter of 2003 was 11.5% compared with 10.6% for the same period a year ago.

         Selling, general and administrative expenses increased to $12.2 million for the first quarter of 2003 from $9.9 million for the same period a year ago. This increase is the result of increased investment in sales resources and expanded management to support the growth of the Company's businesses.

         Days sales outstanding have improved from 46 days at December 31, 2002 to 44 days at March 31, 2003. Inventory turns have improved from 25 to 38 for the quarter resulting in a $3.4 million decrease in inventory from December 31, 2002.

         The Company generated $5.5 million in operating cash flow for the first quarter of 2003, a 135% increase over the fourth quarter of 2002. The outstanding bank borrowings under the Company's credit facility were $0.7 million at March 31, 2003, reduced from $4.6 million at December 31, 2002. The reduction in outstanding debt was achieved after the use of approximately $5.0 million for the repurchase of Company shares.

         Chief Financial Officer James S. Lusk stated, "Margins and expenses were in line with our guidance. Our strong operating cash flow and balance sheet management continue to fuel MIM's growth."

         During the quarter, the Company's Board of Directors authorized a stock repurchase program to purchase up to $10 million of the Company's common stock. As of March 31, 2003, 799,893 shares have been repurchased at an average price of $6.34.

         Charlotte Collins, Esq. was recently elected to MIM's Board of Directors. Ms. Collins brings extensive healthcare policy experience, particularly in the federal and state public assistance and benefits programs arenas, such as Medicaid and Medicare.


         "As we progress into 2003, we are focused on organic growth by leveraging existing business opportunities. We continue to consider making accretive acquisitions as a part of our overall strategy," continued Mr. Friedman. "The fundamentals of our industry, our business and our organizational structure are in place to deliver on our 2003 plan."

         MIM Corporation will host a conference call to discuss results today at 9:00 AM ET. Interested parties may participate in the conference call by dialing 888-428-4470 (US), or 651-291-5254 (International), 5-10 minutes prior to the initiation of the call. A replay of the conference call will be available from 12:30 PM ET on April 29 through 11:59 PM ET on May 6, by dialing 800-475-6701 (US), or 320-365-3844 (International), and entering access code 681205. A webcast of the conference call will also be available under the investor information section of the MIM Corporation website, www.mimcorporation.com.

MIM Corporation (www.mimcorporation.com) is a pharmaceutical healthcare organization delivering innovative pharmacy benefit and healthcare solutions that provide results beyond expectations. We excel by harnessing our clinical expertise, sophisticated data management, and therapeutic fulfillment capability, and combine it with our dedicated, responsive team of professionals that understands our partners' needs. The result is cost-effective solutions enhancing the quality of patient life.

This press release may contain statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the intent, belief or current expectations of the Company, its directors, or its officers with respect to the future operating performance of the Company. Investors are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. Important factors that could cause such differences are described in the Company's periodic filings with the Securities and Exchange Commission.

Contacts:

James S. Lusk
Executive Vice President/Chief Financial Officer
MIM Corporation
914-460-1648
Email: jlusk@mimcorporation.com

Rachel Levine
Investor Relations
The Anne McBride Co.
212-983-1702
Email: rlevine@annemcbride.com

FINANCIAL TABLES AND SUPPLEMENTAL DATA FOLLOW

MIM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

  March 31, 2003 December 31, 2002


ASSETS     (Unaudited)  
Current assets:    
      Cash and cash equivalents     $ 1,364   $ 5,751  
      Receivables, less allowance for doubtful accounts of $3,564 and    
           $3,483 at March 31, 2003 and December 31, 2002, respectively       80,062     75,512  
      Inventory       5,947     9,320  
      Prepaid expenses and other current assets       2,025     2,104  

 
 
                   Total current assets       89,398     92,687  

Property and equipment, net       7,279     7,388  
Deferred income tax       3,046     3,046  
Other assets and investments       581     704  
Goodwill, net       61,085     61,085  
Intangible assets, net       16,924     17,321  

 
 
                   Total assets     $ 178,313   $ 182,231  

 
 
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current liabilities:    
      Current portion of capital lease obligations     $ 571   $ 634  
      Line of credit       674     4,608  
      Accounts payable       12,769     17,302  
      Claims payable       39,995     34,869  
      Payables to plan sponsors       23,492     23,921  
      Accrued expenses and other current liabilities       7,876     6,252  

 
 
                   Total current liabilities       85,377     87,586  
     
Capital lease obligations, net of current portion       335     430  
Other non current liabilities       7     7  

 
 
                   Total liabilities       85,719     88,023  
     
Stockholders' equity:    
      Preferred stock, $.0001 par value; 5,000,000 shares authorized,
           250,000 Series A junior participating shares issued and not
          outstanding
      -     -  
      Common stock, $.0001 par value; 40,000,000 shares authorized,    
           21,951,430 and 22,964,694 shares issued and outstanding    
           at March 31, 2003, and December 31, 2002, respectively       2     2  
      Treasury stock, 2,198,076 and 1,398,183 shares at cost    
           At March 31, 2003, and December 31, 2002, respectively       (8,002 )   (2,934 )
      Additional paid-in capital       120,700     120,651  
      Accumulated deficit       (20,106 )   (23,511 )

 
 
                   Total stockholders' equity       92,594     94,208  

 
 
                   Total liabilities and stockholders' equity     $ 178,313   $ 182,231  

 
 

MIM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


  For the three months ended March 31,

 
  2003 2002

 
 

Revenue
    $ 162,152   $ 151,651  

Cost of revenue
      143,551     135,623



Gross profit
      18,601     16,028  

Selling, general and administrative expenses
      12,227     9,929  

TennCare reserve adjustment
      -     (851 )

Amortization of intangibles
      447     256  



Income from operations
      5,927     6,694  

Interest (expense) income, net
      (252 )   (186 )



Income before taxes
      5,675     6,508  

Provision for income taxes
      2,270     1,301  



Net income
    $ 3,405   $ 5,207  



Earnings before interest, taxes, depreciation and amortization
    $ 7,313   $ 8,180  

Weighted average number of shares outastanding
   
       Basic       22,560     22,541  
      Diluted       22,899     23,991  
     
Earnings per share (basic)     $ 0.15   $ 0.23  
Earnings per share (diluted)     $ 0.15   $ 0.22  

MIM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
      For the three months ended March 31,


        2003     2002  


  (Unaudited)
Cash flows from operating activities:    
      Net income     $ 3,405   $ 5,207  
          Adjustments to reconcile net income to net cash provided by    
          operating activities:    
               Depreciation and amortization       1,386     1,343  
               TennCare reserve adjustment       -     (851 )
               Non cash compensation expense       34     36  
               Provision for losses on receivables       397     169  
       Changes in assets and liabilities, net of acquired assets:    
          Receivables, net       (4,947 )   (4,463 )
          Inventory       3,372     (2,185 )
          Prepaid expenses and other current assets       79     (158 )
          Accounts payable       (4,533 )   1,482  
          Claims payable       5,127     14,654  
          Payables to plan sponsors and others       (429 )   (1,946 )
          Accrued expenses       1,623     (321 )

 
 
               Net cash provided by operating activities       5,514     12,967  

 
 
Cash flows from investing activities:    
          Purchase of property and equipment, net of disposals       (804 )   (735 )
          Cost of acquisitions, net of cash acquired       -     (35,024 )
          Decrease in due from affiliates       -     2,132  
          Decrease in other assets       49     6  

 
 
               Net cash used in investing activities       (755 )   (33,621 )

 
 
Cash flows from financing activities:    
          Borrowings on line of credit       (3,934 )   9,014  
          Purchase of treasury stock       (5,068 )   -  
          Proceeds from exercise of stock options       14     1,287  
          Principal payments on capital lease obligations       (158 )   (144 )

 
 
               Net cash (used in) provided by financing activities       (9,146 )   10,157  
 
 
 
Net (decrease) in cash and cash equivalents       (4,387 )   (10,497 )

 
 
Cash and cash equivalents--beginning of period       5,571     12,487  

 
 
Cash and cash equivalents--end of period     $ 1,364   $ 1,990  

 
 

MIM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
  For the three months ended March 31,

  2003   2002

 
  (Unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for interest
    $ 260   $ 224


SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
      Increase in equity from stock issued in connection with acquisition
      and deferred tax assets
    $ -   $ 10,355



SUPPLEMENTAL DATA
(In thousands, except per Rx amounts)
  Three months ended March 31,
  2003 2002
   
         PBM pharmacy network claims processed       3,456     4,144  
   
         Mail (adjusted) and specialty pharmacy prescriptions dispensed internally       678     512  
   
         EBITDA per Rx (1)     $ 1.77   $ 1.56 (2)
   
         Gross profit per Rx     $ 4.50   $ 3.44  
   
         Revenue per Rx     $ 39.22   $ 32.57  

(1)  

EBITDA, as used in "per Rx" calculations, excludes special and non-recurring items. Total Rxs are the sum of pharmacy network claims, adjusted mail services prescriptions and specialty prescriptions dispensed internally. Adjusted mail service prescriptions are multiplied by three to normalize 90-day mail prescriptions to 30-day retail network prescriptions.

(2)  

Three months EBITDA of $7,313 after excluding special gains of $0.9 million.