UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 10-Q |
(Mark One) |
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[ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR |
[ ] | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-28740 |
MIM CORPORATION | ||||
---|---|---|---|---|
(Exact name of registrant as specified in its charter) | ||||
Delaware (State or other jurisdiction of incorporation or organization) |
05-0489664 (I.R.S. Employer Identification No.) | |||
100 Clearbrook Road, Elmsford, NY 10523 (Address of principal executive offices) (914) 460-1600 (Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 120-2 of the Exchange Act). Yes X No |
On August 12, 2003, there were outstanding 22,343,499 shares of the Companys common stock, $.0001 par value per share. |
INDEX | |||||||||
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PART I |
FINANCIAL INFORMATION | ||||||||
Item 1. | Financial
Statements |
Page Number | |||||||
Consolidated Balance
Sheets at June 30, 2003 (unaudited) and December 31, 2002 |
1 | ||||||||
Unaudited
Consolidated Statements of Income for the three and six months ended June 30, 2003 and 2002 |
2 | ||||||||
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 |
3 | ||||||||
Notes to the Unaudited Consolidated Interim Financial Statements | 5 | ||||||||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 | |||||||
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 17 | |||||||
Item 4. | Controls and Procedures | 18 | |||||||
PART II | OTHER INFORMATION | ||||||||
Item 4. | Submission of Matters to a Vote of Security Holders | 19 | |||||||
Item 6. | Exhibits and Reports on Form 8-K | 20 | |||||||
SIGNATURES | 21 | ||||||||
PART I FINANCIAL INFORMATION |
Item 1. Financial Statements |
MIM
CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) | ||||||||
---|---|---|---|---|---|---|---|---|
June 30, 2003 | December 31, 2002 | |||||||
ASSETS | (Unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 5,420 | $ | 5,751 | ||||
Receivables, less allowance for doubtful accounts of $3,846 and | ||||||||
$3,483 at June 30, 2003 and December 31, 2002, respectively | 75,693 | 75,512 | ||||||
Inventory | 6,649 | 9,320 | ||||||
Prepaid expenses and other current assets | 1,950 | 2,104 | ||||||
Total current assets | 89,712 | 92,687 | ||||||
Property and equipment, net | 6,390 | 7,388 | ||||||
Deferred income tax | 2,310 | 3,046 | ||||||
Other assets, net | 430 | 704 | ||||||
Goodwill, net | 61,085 | 61,085 | ||||||
Intangible assets, net | 16,517 | 17,321 | ||||||
Total assets | $ | 176,444 | $ | 182,231 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of capital lease obligations | $ | 621 | $ | 634 | ||||
Line of credit | - | 4,608 | ||||||
Accounts payable | 17,005 | 17,302 | ||||||
Claims payable | 35,977 | 34,869 | ||||||
Payables to plan sponsors | 16,657 | 23,921 | ||||||
Accrued expenses and other current liabilities | 9,370 | 6,252 | ||||||
Total current liabilities | 79,630 | 87,586 | ||||||
Capital lease obligations, net of current portion | 123 | 430 | ||||||
Other non current liabilities | - | 7 | ||||||
Total liabilities | 79,753 | 88,023 | ||||||
Stockholders' equity: | ||||||||
Common stock, $.0001 par value; 40,000,000 shares authorized, | ||||||||
21,978,830 and 22,744,694 shares outstanding | ||||||||
at June 30, 2003, and December 31, 2002, respectively | 2 | 2 | ||||||
Treasury stock, 2,198,076 and 1,398,183 shares at cost | ||||||||
at June 30, 2003, and December 31, 2002, respectively | (8,002 | ) | (2,934 | ) | ||||
Additional paid-in capital | 121,281 | 120,651 | ||||||
Accumulated deficit | (16,590 | ) | (23,511 | ) | ||||
Total stockholders' equity | 96,691 | 94,208 | ||||||
Total liabilities and stockholders' equity | $ | 176,444 | $ | 182,231 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
Page 1 |
MIM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Revenue |
$ | 161,230 | $ | 135,732 | $ | 323,381 | $ | 287,383 | |||||||||
Cost of revenue |
141,955 | 118,284 | 285,505 | 253,906 | |||||||||||||
Gross profit |
19,275 | 17,448 | 37,876 | 33,477 | |||||||||||||
Selling, general and administrative expenses |
12,753 | 11,123 | 24,981 | 21,053 | |||||||||||||
TennCare reserve adjustment | - | - | - | (851 | ) | ||||||||||||
Amortization of intangibles | 447 | 321 | 893 | 577 | |||||||||||||
Income from operations |
6,075 | 6,004 | 12,002 | 12,698 | |||||||||||||
Interest (expense) income, net |
(215 | ) | (248 | ) | (467 | ) | (433 | ) | |||||||||
Income before provision for income taxes |
5,860 | 5,756 | 11,535 | 12,265 | |||||||||||||
Provision for income taxes |
2,344 | 1,151 | 4,614 | 2,453 | |||||||||||||
Net income |
$ | 3,516 | $ | 4,605 | $ | 6,921 | $ | 9,812 | |||||||||
Basic income per common share |
$ | 0.16 | $ | 0.20 | $ | 0.31 | $ | 0.43 | |||||||||
Diluted income per common share |
$ | 0.16 | $ | 0.19 | $ | 0.31 | $ | 0.41 | |||||||||
Weighted average common shares used in | |||||||||||||||||
computing basic income per common share | 21,969 | 22,931 | 22,263 | 22,732 | |||||||||||||
Weighted average common shares used in | |||||||||||||||||
computing diluted income per common share | 22,459 | 24,063 | 22,680 | 24,024 | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements. |
Page 2 |
MIM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) | ||||||||
---|---|---|---|---|---|---|---|---|
Six Months Ended June 30, | ||||||||
2003 | 2002 | |||||||
(Unaudited) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 6,921 | $ | 9,812 | ||||
Adjustments to reconcile net income to net cash provided by | ||||||||
operating activities: | ||||||||
Depreciation | 1,745 | 2,232 | ||||||
Amortization | 946 | 864 | ||||||
TennCare reserve adjustment | - | (851 | ) | |||||
Non cash compensation expense | 201 | 73 | ||||||
Provision for losses on receivables | 845 | 511 | ||||||
Changes in assets and liabilities, net of acquired assets: | ||||||||
Receivables, net | (1,026 | ) | (1,566 | ) | ||||
Inventory | 2,671 | (4,488 | ) | |||||
Prepaid expenses and other current assets | 1,211 | (573 | ) | |||||
Accounts payable | (297 | ) | 1,299 | |||||
Claims payable | 1,108 | 4,725 | ||||||
Payables to plan sponsors | (7,264 | ) | (533 | ) | ||||
Accrued expenses and other current and non current liabilities | 3,110 | 1,101 | ||||||
Net cash provided by operating activities | 10,181 | 12,606 | ||||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment, net of disposals | (756 | ) | (1,391 | ) | ||||
Cost of acquisitions, net of cash acquired | - | (34,851 | ) | |||||
Decrease in due from affiliates | - | 2,132 | ||||||
Decrease (increase) in other assets | 133 | (20 | ) | |||||
Net cash used in investing activities | (623 | ) | (34,130 | ) | ||||
Cash flows from financing activities: | ||||||||
Net borrowings on line of credit | (4,608 | ) | 11,704 | |||||
Purchase of treasury stock | (5,068 | ) | - | |||||
Proceeds from exercise of stock options | 107 | 1,477 | ||||||
Principal payments on capital lease obligations | (320 | ) | (276 | ) | ||||
Net cash (used in) provided by financing activities | (9,889 | ) | 12,905 | |||||
Net decrease in cash and cash equivalents | (331 | ) | (8,619 | ) | ||||
Cash and cash equivalents--beginning of period | 5,751 | 12,487 | ||||||
Cash and cash equivalents--end of period | $ | 5,420 | $ | 3,868 | ||||
(continued) |
The accompanying notes are an integral part of these consolidated financial statements. |
Page 3 |
MIM CORPORATION
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (In thousands) | ||||||||
---|---|---|---|---|---|---|---|---|
Six Months Ended June 30, | ||||||||
2003 | 2002 | |||||||
(Unaudited) | ||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the period for interest | $ | 482 | $ | 479 | ||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION: | ||||||||
Stock issued in connection with acquisition | $ | - | $ | 10,355 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
Page 4 |
MIM CORPORATION AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (In thousands, except per share amounts) |
NOTE 1 - BASIS OF PRESENTATION |
These unaudited consolidated
interim financial statements should be read in conjunction with the audited
consolidated financial statements, notes and information included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2002
(the "Form 10-K") of MIM Corporation ("MIM") and subsidiaries (collectively
with MIM, the "Company") filed with the U.S. Securities and Exchange
Commission ("the Commission"). The unaudited consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States ("GAAP") for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the consolidated
balance sheets and statements of income and cash flows for the periods
presented have been included. Operating results for the three and six
months ended June 30, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. The accounting
policies followed for interim financial reporting are similar to those
disclosed in Note 2 of Notes to Consolidated Financial Statements included
in Form 10-K. These accounting policies are described further below: |
Page 5 |
Payables to Plan Sponsors
|
Page 6 |
Cost of Revenue
|
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net income, as reported | $ | 3,516 | $ | 4,605 | $ | 6,921 | $ | 9,812 | |||||||||
Add: Stock award-based employee compensation included in | |||||||||||||||||
reported net income, net of related tax effect | $ | 32 | $ | 0 | $ | 32 | $ | 0 | |||||||||
Deduct: Total stock-based employee compensation expense | |||||||||||||||||
determined under fair value based method for all awards, | |||||||||||||||||
net of related tax effects | $ | (1,077 | ) | $ | (1,148 | ) | $ | (1,764 | ) | $ | (1,956 | ) | |||||
Pro forma net income | $ | 2,471 | $ | 3,457 | $ | 5,189 | $ | 7,856 | |||||||||
Earnings per share: | |||||||||||||||||
Basic - as reported | $ | 0.16 | $ | 0.20 | $ | 0.31 | $ | 0.43 | |||||||||
Basic - pro forma | $ | 0.11 | $ | 0.15 | $ | 0.23 | $ | 0.35 | |||||||||
Diluted - as reported | $ | 0.16 | $ | 0.19 | $ | 0.31 | $ | 0.41 | |||||||||
Diluted - pro forma | $ | 0.11 | $ | 0.14 | $ | 0.23 | $ | 0.33 |
|
Page 7 |
NOTE 2 - EARNINGS PER SHARE
|
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Numerator: Net income |
$ | 3,516 | $ | 4,605 | $ | 6,921 | $ | 9,812 | |||||||||
Denominator
- Basic: Weighted average number of common shares outstanding |
21,969 | 22,931 | 22,263 | 22,732 | |||||||||||||
Basic income per common share | $ | 0.16 | $ | 0.20 | $ | 0.31 | $ | 0.43 | |||||||||
Denominator
- Diluted: Weighted average number of common shares outstanding |
21,969 | 22,931 | 22,263 | 22,732 | |||||||||||||
Common share equivalents of outstanding stock options | 490 | 1,132 | 417 | 1,292 | |||||||||||||
Total diluted shares outstanding | 22,459 | 24,063 | 22,680 | 24,024 | |||||||||||||
Diluted income per common share | $ | 0.16 | $ | 0.19 | $ | 0.31 | $ | 0.41 | |||||||||
NOTE 3 - OPERATING SEGMENTS
|
Page 8 |
Segment Reporting Information | |||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Revenues: | |||||||||||||||||
PBM Services | $ | 114,993 | $ | 93,316 | $ | 223,031 | $ | 211,994 | |||||||||
Specialty Management and Delivery Services | 46,237 | 42,416 | 100,350 | 75,389 | |||||||||||||
Total | $ | 161,230 | $ | 135,732 | $ | 323,381 | $ | 287,383 | |||||||||
Depreciation expense: | |||||||||||||||||
PBM Services | $ | 657 | $ | 969 | $ | 1,518 | $ | 2,038 | |||||||||
Specialty Management and Delivery Services | 184 | 176 | 236 | 194 | |||||||||||||
Total | $ | 841 | $ | 1,145 | $ | 1,754 | $ | 2,232 | |||||||||
Income from operations: | |||||||||||||||||
PBM Services | $ | 2,137 | $ | 1,427 | $ | 4,442 | $ | 4,747 | |||||||||
Specialty Management and Delivery Services | 3,938 | 4,577 | 7,560 | 7,951 | |||||||||||||
Total | $ | 6,075 | $ | 6,004 | $ | 12,002 | $ | 12,698 | |||||||||
Total assets: | |||||||||||||||||
PBM Services | $ | 77,156 | $ | 85,897 | |||||||||||||
Specialty Management and Delivery Services | 99,287 | 100,095 | |||||||||||||||
Total | $ | 176,444 | $ | 185,992 | |||||||||||||
Capital expenditures: | |||||||||||||||||
PBM Services | $ | (45 | ) | $ | 319 | $ | 359 | $ | 573 | ||||||||
Specialty Management and Delivery Services | (3 | ) | 392 | 397 | 818 | ||||||||||||
Total | $ | (48 | ) | $ | 711 | $ | 756 | $ | 1,391 | ||||||||
NOTE 4 -
ACQUISITIONS
|
Page 9 |
NOTE 7 - SEVERANCE COSTS
|
* * * * |
Page 10 |
Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations
|
Page 11 |
The Company offers Plan Sponsors a broad range of PBM Services designed
to promote the cost-effective delivery of clinically appropriate pharmacy
benefits through its network of retail pharmacies and its own mail service
distribution facility.
|
Page 12 |
Purchase Price Allocation
|
Specialty Management and
Delivery Services ($ in thousands) | |||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
2003 | 2002 | % Inc | 2003 | 2002 | % Inc | ||||||||||||||||||||
Revenues | $ | 46,237 | $ | 42,416 | 9.0% | $ | 100,350 | $ | 75,389 | 33.1% | |||||||||||||||
Cost of revenues | 36,115 | 32,574 | 10.9% | 80,064 | 58,203 | 37.6% | |||||||||||||||||||
Gross profit | $ | 10,122 | $ | 9,842 | 2.8% | $ | 20,286 | $ | 17,186 | 18.0% | |||||||||||||||
Gross profit percentage | 21.9% | 23.2% | 20.2% | 22.8% |
Page 13 |
Specialty Management and Delivery Services revenues increased $3.8 million
in the second quarter of 2003 to $46.2 million, compared to revenues of
$42.4 million for the same period last year. For the first six months
of 2003, revenues increased $25.0 million to $100.4 million, compared
to revenues of $75.4 million for the same period in 2002. This increase
was due to continued growth in the Company's injectable and infusion
therapy programs.
|
PBM Services ($ in thousands) | |||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
2003 | 2002 | % Inc | 2003 | 2002 | % Inc | ||||||||||||||||||||
Revenues | $ | 114,993 | $ | 93,316 | 23.2% | $ | 223,031 | $ | 211,994 | 5.2% | |||||||||||||||
Cost of revenues | 105,840 | 85,710 | 23.5% | 205,441 | 195,704 | 5.0% | |||||||||||||||||||
Gross profit | $ | 9,153 | $ | 7,606 | 20.3% | $ | 17,590 | $ | 16,290 | 8.0% | |||||||||||||||
Gross profit percentage | 8.0% | 8.2% | 7.9% | 7.7% |
PBM Services
revenues increased $21.7 million to $115.0 million for the second quarter
of 2003 compared to revenues of $93.3 million for the second quarter of
2002. This increase is a result of new contract awards and increased
utilization of plan sponsor enrollees on existing contracts. For the first
six months of 2003, PBM revenues increased $11.0 million to $223.0 million
compared to revenues of $212.0 million for the same period in 2002. In
the second quarter of 2002, the Company changed the terms of its agreements
with some of its PBM customers, where the Company no longer accepted the
credit risk on these customers. Based on these changes, the Company
began recording revenue earned on these contracts on a net basis.
|
Page 14 |
|
Page 15 |
On
November 1, 2000 the Company entered into the Facility. The Facility had
a three-year term secured by the Company's receivables with interest paid
monthly. It provided for borrowing of up to $45 million at the London
Inter-Bank Offered Rate (LIBOR) plus 2.1%. The Facility contained various
covenants that, among other things, required the Company to maintain certain
financial ratios, as defined in the agreements governing the Facility. As
of June 30, 2003, there were no outstanding borrowings under the Facility.
The Facility was scheduled to terminate on October 31, 2003. The Company
extended the Facility with HFG through November 1, 2006 at LIBOR plus 2.4%.
The contract governing the Facility provides for automatic one year
extensions unless either party gives notice not less than 90 days prior
to the expiration of the initial term or any renewal term of its intention
not to renew the Facility. The extension was effective as of June 30, 2003.
The Facility, as extended, permits the Company to request an increase in the
amount available for borrowing to up to $100 million, as well as converting
a portion of any outstanding borrowings from a Revolving Loan into a Term
Loan. The borrowing base utilizes receivables balances, among other things,
as collateral. In connection with the extension, the Company is required
to pay HFG a renewal fee of $315,000 on or prior to October 31, 2003.
|
Page 16 |
On May
2, 2003, the Bureau of TennCare requested that the Company and other PBM
organizations each submit a proposal (i) to provide clinical pharmacy
management PBM services (but not claims processing services) directly
to the State of Tennessee through the Bureau of TennCare from July 1, 2003
through December 31, 2003; and (ii) to provide both claims processing and
clinical management PBM services to the State of Tennessee with respect to
all aspects of the TennCare pharmacy program, including TennCare and the
TennCare Partners Program, the behavioral health benefit for TennCare
enrollees, from January 1, 2004 through December 31, 2007. The Company made
a presentation to the Bureau of TennCare on May 9, 2003.
|
Page 17 |
Item 4. Controls and Procedures
|
Page 18 |
PART II |
Item 4. Submission of Matters to a Vote
of Security Holders
|
(a) |
Election of Directors: | |||||
|
For |
|
Withheld |
|||
|
|
|||||
Richard A. Cirillo |
19,144,467 |
|
761,692 | |||
Charlotte W. Collins |
19,387,408 |
|
518,751 | |||
Louis T. DiFazio |
18,850,720 |
|
1,055,439 | |||
Harold Ford, Sr. |
19,020,179 |
|
885,980 | |||
Richard H. Friedman |
19,315,208 |
|
590,951 | |||
Michael Kooper |
19,056,920 |
|
849,239 | |||
Louis A. Luzzi |
19,181,208 |
|
724,951 | |||
Jack L. Salzman |
19,387,408 |
|
518,751 | |||
Ronald K. Shelp |
18,850,720 |
|
1,055,439 | |||
(b) |
Amendment and restatment of the Company's 2001 Incentive Stock Plan | |||||
For |
Against |
|
Abstain | |||
|
||||||
10,320,582 |
2,151,282 |
|
344,239 | |||
(c) |
Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 2003: | |||||
For |
Against |
|
Abstain | |||
|
||||||
19,463,112 |
427,223 |
|
15,824 | |||
(d) |
Not applicable. |
Page 19 |
Item 6. Exhibits and Reports on Form 8-K |
(a) |
Exhibits. | |||
Exhibit 3.1 |
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 333-05327) | |||
Exhibit 3.2 |
Amended and Restated By-Laws of MIM Corporation (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) | |||
Exhibit 4.1 |
Amended and Restated Rights Agreement, dated as of December 3, 2002 between MIM Corporation and American Stock Transfer and Trust Company (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) | |||
Exhibit 10.1 |
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 | |||
Exhibit 10.2 |
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 | |||
Exhibit 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 | |||
Exhibit 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 | |||
Exhibit 32 |
Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
(b) |
Reports on Form 8-K | |||
On May 6, 2003, the Company filed a Form 8-K filing a press release reporting its earnings for the quarter ended March 31, 2003. |
Page 20 |
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, thereunto duly authorized. |
Date: August 13, 2003 |
MIM CORPORATION |
Page 21 |
EXTENSION AMENDMENT, dated as of June 30, 2003 ("Extension
Amendment"), to the LOAN AND SECURITY AGREEMENT, dated
as of November 1, 2000 (as amended prior to the date hereof, the "
Original LSA", and as it may be amended, modified or supplemented on
and after the date hereof, including by this Extension Amendment, the "
LSA"), between MIM FUNDING LLC, a Delaware limited liability company
(together with its successors and assigns, the "Purchaser")
and HFG HEALTHCO-4 LLC (the "Lender"). Unless otherwise defined
herein, terms in the LSA are used herein as therein defined. |
SECTION 1. AMENDMENTS TO LSA |
Effective as of the Effective Date, the Original LSA is hereby amended as follows: |
1.1 Section 1.02(a) of the Original LSA is hereby amended by (i) deleting such subsection in its entirety, and (ii) substituting therefor the following new subsection: |
"(a) The Revolving Loan at any time shall not exceed an amount equal to the lesser of (i) $45,000,000 (such amount, or such other amount after giving effect to any increase pursuant to the provisions of Section 1.02(d) hereof or any decrease pursuant to the provisions of Section 1.02(e) hereof, the 'Revolving Commitment'), and (ii) the Borrowing Base as of such time minus the portion of the Borrowing Base supporting the Term Loans (the lesser of (i) and (ii) being the 'Borrowing Limit')." |
1.2 Section 1.02 of the Original LSA is hereby adding the following new subsections (d) and (e) at the end of such section: |
"(d) The Borrower may request the Lender to increase the Revolving Commitment up to a maximum of $100,000,000 and the Lender, in its sole discretion upon any such request, may decide to increase the Revolving Commitment. Each such increase shall be in an amount equal to $5,000,000 or an integral multiple thereof and the Borrower shall, upon the effective date of such increase, pay to the Lender a fee in an amount equal to 0.70% of any increase in the Revolving Commitment (including, without limitation, any increases that occur after a decrease in the Revolving Commitment pursuant to Section 1.02(e) below). |
(e) Upon the request of the Borrower, the Lender shall (i) convert a portion of the outstanding Revolving Loan into a term loan (each a 'Term Loan') and (ii) convert a portion of the then Revolving Commitment into a term loan commitment in an amount equal to such term loan (each a 'Term Loan Commitment'). Each Term Loan shall mature at the Scheduled Maturity Date at the same interest rate set forth with respect to the Revolving Loan and shall continue to be subject to availability under the Borrowing Base. Any such conversion shall (i) reduce the Revolving Commitment by a corresponding amount and (ii) be made pursuant to documents prepared by counsel to the Lender consistent with the Documents and reasonably acceptable to the Borrower and the Lender." |
1.3 Section 1.05(a) of the Original LSA is hereby amended by (i) deleting the figure "2.10% appearing on the fourth line thereof, and (ii) substituting therefor the figure "2.40%." |
1.4 Section 1.05(c) of the Original LSA is hereby amended by (i) deleting such subsection in its entirety, and (ii) substituting therefor the following new subsection: |
"(c)Non-Utilization Fee. The Borrower shall pay to the Lender on the first Funding Date of each month a fee (the 'Non-Utilization Fee') equal to 0.50% per annum on the average amount, calculated on a daily basis, by which the Commitment exceeded the sum, during the prior Month, of the Revolving Loan and the aggregate outstanding principal amount of the Term Loans." |
1.5 Section 1.05 of the Original LSA is hereby amended by adding new subsections (f) and (g) as follows: |
"(f) Renewal Fee. In connection with the extension on June 30, 2003 of the Scheduled Maturity Date, the Borrower shall pay to the Program Manager a renewal fee of $315,000, which amount shall be paid in cash on or prior to October 31, 2003. |
(g) Payments on Due Date. The Borrower shall on the date when due and payable make payments of any amounts due hereunder in immediately available funds, and if such amounts are not received on the date when due and payable, the Borrower shall have been deemed to have requested a Revolving Advance in such amount, which Revolving Advance, to the extent that conditions precedent have been satisfied with respect thereto, shall be applied by the Lender to satisfy in full such payment obligation." |
1.6 Section 5.06 of the Original LSA is hereby amended by adding at the end of such subsection the following: |
"Notwithstanding anything to the contrary described herein, from the commencement of discussions with respect to the transactions, each of the Borrower and the Lender, and each of their respective employees, representatives or other agents, are, and hereby confirm that they have been, permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of the identity of the parties to the transactions or the amounts paid in connection with the transactions; and provided further, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws." |
1.7 Section 5.07(a) of the Original LSA is hereby amended by (i) deleting such subsection in its entirety, and (ii) substituting therefor the following new subsection: |
"5.07. Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on November 1, 2006 (the "Initial Term "). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a "Renewal Term") commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve months thereafter, unless the Lender or the Borrower provides Written Notice not less than 90 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Lender. The Borrower shall pay to the Lender on the first day of each Renewal Term a fee equal to 0.20% of the Commitment then in effect. Upon the payment in full of all Lender Debt, the Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrower's expense, as the Borrower may reasonably request to effect such termination." |
1.8 Section 5.07(c) of the Original LSA is hereby amended by (i) deleting the phrase "2% of the Revolving Commitment then in effect" appearing on the fourth and fifth lines thereof, and (ii) substituting therefor the phrase "the Early Termination Fee". |
1.9 Section 5.07(c) of the Original LSA is hereby further amended by (i) deleting the phrase "the Maturity Date" appearing on the third line thereof, and (ii) substituting therefor the phrase "the Scheduled Maturity Date". |
1.10 Exhibit I to the Original LSA is hereby amended by (i) deleting the defined term "Scheduled Maturity Date" and (ii) substituting therefor the following new defined terms: |
"'Scheduled Maturity Date' means November 1, 2006, as such date may be extended pursuant to Section 5.07(a) hereof." |
1.11 Exhibit I to the Original LSA is hereby further amended by adding, following the phrase "Expected Net Value of Eligible Receivables as of such time" appearing on the first and second line of the defined term "Borrowing Base", the following new parenthetical: |
"(subject to adjustment upward to 90% upon the request of the Borrower and the approval of the Lender based upon mutually acceptable terms, such approval not to be unreasonably withheld)" |
1.12 Exhibit I to the Original LSA is hereby amended by adding the following new defined terms, to be inserted in their appropriate alphabetical order: |
"'Commitment' means, at any time, the sum of (i) the then Revolving Commitment, plus (ii) the sum of the then Term Loan Commitments; provided, however, in no event shall the Commitment exceed $100,000,000. |
'Early Termination Fee' as a percentage of the Commitment, means (i) from June 30, 2003 until and including October 31, 2003, 2%, (ii) from November 1, 2003 until and including November 1, 2004, 1.5%, (iii) from November 2, 2004 until and including November 1, 2005, 1.0%, (iv) from November 2, 2005 until November 1, 2006, 0.5%, and (v) at all other times, 1.5%; provided, however, if the Lender is provided the opportunity to provide, or participate in, replacement financing for a financing facility on terms similar and no less favorable to the Lender than the facility provided by this Agreement and the other Documents (including, without limitation, with respect to the security interests, creditworthiness and yield of the facility), then the Early Termination Fee shall apply only to that portion of the Commitment not offered for refinancing to the Lender as part of such replacement facility. |
'Initial Term' has the meaning set forth in Section 5.07(a). |
'Renewal Term' has the meaning set forth in Section 5.07(a). |
'Term Loan' has the meaning set forth in Section 1.05(c). |
'Term Loan Commitment' has the meaning set forth in Section 1.02(e)." |
SECTION 2. CONDITIONS PRECEDENT |
This Extension Amendment shall not become effective (the "Effective Date") until the following conditions have been satisfied in full or waived in writing by the Purchaser and the Lender as its assignee: |
(a) The Lender shall have received fully executed counterparts of this Extension Amendment; and |
(b) The Lender shall have received fully executed counterparts of the amendment to RPTA being executed on the date hereof, together with evidence of the satisfaction of the conditions precedent set forth therein. |
SECTION 3. MISCELLANEOUS |
3.1 The Borrower hereby certifies, represents and warrants that, except as to the matters previously disclosed in the public filings of MIM Corporation (i) the representations and warranties in the LSA are true and correct, with the same force and effect as if made on such date, except as they may specifically refer to an earlier date, in which case they were true and correct as of such date,(ii) no unwaived Default or Event of Default has occurred or is continuing (nor any event that but for notice or lapse of time or both would constitute a Default or Event of Default, (iii) the Lender has the power and authority to execute and deliver this Extension Amendment, and (iv) no consent of any other person and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution and performance of this Extension Amendment, other than such that have been obtained. |
3.2 The terms "Agreement", "hereof", "herein" and similar terms as used in the LSA shall mean and refer to,from and after the effectiveness of this Extension Amendment, the LSA as amended by this Extension Amendment, and as it may in the future be amended, restated, modified or supplemented from time to time in accordance with its terms. Except as specifically agreed herein, the LSA is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms. |
3.3 THIS EXTENSION AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. |
3.4 This Extension Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. |
3.5 Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. |
IN WITNESS WHEREOF, the parties hereto have caused this Extension Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. |
MIM FUNDING LLC |
Address: |
100 Clearbrook Road |
HFG HEALTHCO-4 LLC |
Name: |
Exhibit 32 |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
In connection with the Quarterly Report of MIM Corporation (the
Company) on Form 10-Q for the quarterly period ended June 30, 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:
August 13, 2003 |
/s/ Richard H. Friedman Richard H. Friedman |
A signed original of this written statement required by Section 906 has been provided to MIM Corporation and will be retained by MIM Corporation and furnished to the Securities and Exchange Commission or its staff upon request. |
Exhibit 32 |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
In connection with the Quarterly Report of MIM Corporation (the
Company) on Form 10-Q for the quarterly period ended June 30, 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:
August 13, 2003 |
/s/ James S. Lusk James S. Lusk |
A signed original of this written statement required by Section 906 has been provided to MIM Corporation and will be retained by MIM Corporation and furnished to the Securities and Exchange Commission or its staff upon request. |
CERTIFICATION | ||
I, Richard H. Friedman, certify that: | ||
I have reviewed this Quarterly Report on Form 10-Q of MIM Corporation; | ||
1. |
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; | |
2. |
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; | |
3. |
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d. |
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 | |
4. |
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:
August 13, 2003 /s/ Richard H. Friedman Richard H. Friedman, Chief Executive Officer |
CERTIFICATION | ||
I, James S. Lusk, certify that: | ||
I have reviewed this Quarterly Report on Form 10-Q of MIM Corporation; | ||
1. |
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; | |
2. |
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; | |
3. |
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d. |
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 | |
4. |
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:
August 13, 2003 /s/ James S. Lusk James S. Lusk, Chief Financial Officer |
EXTENSION AMENDMENT, dated as of June 30, 2003 ("Extension
Amendment"), to the RECEIVABLES PURCHASE AND TRANSFER
AGREEMENT, dated as of November 1, 2000 (as amended prior to the
date hereof, the "Original RPTA", and as it may be amended,
modified or supplemented on and after the date hereof, including by this
Extension Amendment, the "RPTA"), among SCRIP SOLUTIONS,
INC. (as successor by merger to MIM Health Plans, Inc.), a Delaware
corporation (together with its corporate successors and assigns, "
Scrip", and in its capacity as primary servicer thereunder, the
"Primary Servicer"), each of the parties named on Schedule
I to the Original RPTA (each, including Scrip, a "Provider"
and collectively, the "Providers"), and MIM FUNDING LLC, a
Delaware limited liability company (together with its successors and
assigns, the "Purchaser") and consented to by HFG
HEALTHCO-4 LLC (the "Lender"), as assignee of the Purchaser.
Unless otherwise defined herein, terms in the RPTA are used herein as
therein defined. |
SECTION 1. AMENDMENTS TO RPTA |
Effective as of the Effective Date, the Original RPTA is hereby amended as follows: |
1.1 Section 4.04(a) of the Original RPTA is hereby amended by adding, immediately prior to clause (x) contained therein, the following new clause: |
"(w) if requested by the Purchaser or Healthco-4, as its assignee, all capital stock of Vitality Home Infusion Services, Inc.," |
1.2 Section 5.06 of the Original RPTA is hereby amended by adding at the end of such subsection the following: |
"Notwithstanding anything to the contrary described herein, from the commencement of discussions with respect to the transactions, each Provider, the Primary Servicer, the Purchaser and Healthco-4, and each of their respective employees, representatives or other agents, are, and hereby confirm that they have been, permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of the identity of the parties to the transactions or the amounts paid in connection with the transactions; and provided further, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws." |
1.3 Exhibit I to the Original RPTA is hereby amended by adding the following new defined terms in their appropriate alphabetical location: |
"'Acquisition' means the acquisition by a Provider of a business
or of businesses through asset purchase, stock purchase, assumption of
obligations, merger, consolidation or similar business combination. |
1.4 The defined term "Permitted Acquisition" appearing Exhibit I to the Original RPTA is hereby amended by (a)(i) deleting the phrase "the acquisition by a Provider of a business or of businesses or the merger or consolidation of a Provider into or with another Person" appearing on the first and second lines thereof, and (ii) substituting therefor the phrase "an Acquisition", (b)(i) deleting the word "acquisition" appearing on the fifth, sixth, tenth, eleventh, seventeenth and eighteenth lines thereof, and (i) substituting therefore the word "Acquisition", and (c)(i) deleting clauses (8) and (9) of such defined term, and (ii) substituting therefor the following new clauses: |
"(8) with respect to any single Acquisition (i) the Total Consideration (as hereinafter defined) does not exceed $50,000,000 and (ii) the cash paid in connection with such Acquisition, together with any liabilities assumed in connection therewith, does not exceed $25,000,000, and (9) with respect to any two or more Acquisitions in a 12-month period (i) the aggregate Total Consideration does not exceed $70,000,000 and (ii) the aggregate cash paid in connection with such Acquisitions, together with any liabilities assumed in connection therewith, does not exceed $55,000,000. For the purposes hereof, the 'Total Consideration ' of an Acquisition shall mean the aggregate of all cash paid, liabilities assumed and the fair market value of any equity interests issued as consideration for such Acquisition." |
1.5 Exhibit I to the Original RPTA is hereby amended by deleting the phrase "the date twenty-four months after the Initial Transfer Date" in clause (a) of the defined term "Facility Termination Date" and substituting therefor the phrase "November 1, 2006". |
1.6 Exhibit IV to the Original RPTA is hereby amended by adding a new clause (u) as follows: |
"(u) Acquisitions. Each Provider shall provide in a timely manner such information to the Purchaser or Healthco-4, as its assignee, with respect to any proposed Acquisition as the Purchaser or Healthco-4, as the case may be, may reasonably request. Further, each Provider shall, in connection with any such proposed Acquisition, provide a representation to the Purchaser and Healthco-4 as to whether any such Acquisition constitutes a Permitted Acquisition." |
1.7 Exhibit V to the Original RPTA is hereby amended by (i) deleting clause (p) contained therein and (ii) substituting therefor the following: |
"(p) [Intentionally Omitted]." |
1.8 Exhibit V to the Original RPTA is hereby amended by (i) deleting clauses (s) through (v) and clauses (x) through (bb) contained therein and (ii) substituting therefor the following new clauses: |
"(s) Consolidated Net Worth. The Consolidated Net Worth, calculated at the end of each fiscal quarter of the Parent, is less than the amount indicated opposite each such fiscal quarter ended as follows (provided, that for the purposes of making the calculation of Consolidated Net Worth, such calculation shall be made without consideration of (i) the cumulative writeoff of intangible assets as set forth in the Parent's June 30, 2003 balance sheet and (ii) any reduction in Consolidated Net Worth resulting from the exercise of the remainder of the stock repurchase program of the Parent as in effect on June 30, 2003): |
Fiscal Quarter Ending |
|
Amount | |
September 30, 2003 through March 31, 2004 |
|
$ |
94,500,000 |
June 30, 2004 through March 31, 2005 |
|
$ |
96,500,000 |
June 30, 2005 through March 31, 2006 |
|
$ |
100,500,000 |
June 30, 2006 through September 30, 2006 |
|
$ |
104,500,000 |
(t) Current Ratio. The ratio of (i)
Current Assets plus Availability to (ii) Current Liabilities for each
Fiscal Quarter during which the principal amount of the Revolving Loan
and all Term Loans (as defined in the Loan Agreement) exceeded 50% of the
Borrowing Limit (as defined in the Loan Agreement) at any time, is less
1.20:1.00 (without consideration, in making such calculation, of balance
sheet accruals for restructuring charges). |
SECTION 2. CONDITIONS PRECEDENT |
This Extension Amendment shall not become effective (the "Effective Date") until the following conditions have been satisfied in full or waived in writing by the Purchaser and the Lender as its assignee: |
(a) The Purchaser and the Lender shall have
received fully executed counterparts of this Extension Amendment; and
|
SECTION 3. MISCELLANEOUS |
3.1 The Providers each hereby certify,
represent and warrant that, except as to the matters previously disclosed
in the public filings of MIM Corporation (i) the representations and
warranties in the RPTA are true and correct, with the same force and effect
as if made on such date, except as they may specifically refer to an
earlier date, in which case they were true and correct as of such date,
(ii) no unwaived Event of Termination, a Group-Wide Event of Termination,
a Servicer Termination Event or a Group-Wide Servicer Event of Termination
or would constitute such an Event of Termination, Group-Wide Event of
Termination, Servicer Termination Event or Group-Wide Servicer Event of
Termination has occurred or is continuing (nor any event that but for
notice or lapse of time or both would constitute an Event of Termination,
a Group-Wide Event of Termination, a Servicer Termination Event or a
Group-Wide Servicer Event of Termination or would constitute such an Event
of Termination, Group-Wide Event of Termination, Servicer Termination Event
or Group-Wide Servicer Event), (iii) each of the Providers and the Primary
Servicer, as applicable has the corporate power and authority to execute
and deliver this Extension Amendment, and (iv) no consent of any other
person and no action of, or filing with any governmental or public body
or authority is required to authorize, or is otherwise required in
connection with the execution and performance of this Extension Amendment,
other than such that have been obtained.
|
IN WITNESS WHEREOF, the parties hereto have caused this Extension Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. |
PROVIDERS: |
SCRIPSOLUTIONS, INC. (as successor by merger to MIM Health Plans, Inc.) |
PURCHASER: |
MIM FUNDING LLC |
PRIMARY SERVICER: |
SCRIPSOLUTIONS, INC. (as successor by merger to MIM Health Plans, Inc.) |
CONSENTED TO: |
HFG HEALTHCO-4 LLC |