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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2004
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 No. 0-20260
IntegraMed America, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices) (Zip code)
(914) 253-8000
(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 Exchange Act Rule 12 b-2).
Yes [ ] No [X]
The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on July 29, 2004 was 3,556,990.
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INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at June 30, 2004 and
December 31, 2003..........................................3
Consolidated Statements of Income for the three
and six-month periods ended June 30, 2004 and 2003........ 4
Consolidated Statements of Cash Flows for the six-month
periods ended June 30, 2004 and 2003 ..................... 5
Notes to Consolidated Financial Statements ................6-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................11-17
Item 3. Quantitative and Qualitative Disclosures About Market Risk......18
Item 4. Controls and Procedures.........................................18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...............................................19
Item 2. Changes in Securities, Use of Proceeds and Isser Purchases
of Equity Securities.........................................19
Item 3. Defaults upon Senior Securities.................................19
Item 4. Submission of Matters to a Vote of Security Holders.............19
Item 5. Other Information...............................................20
Item 6. Exhibits and Reports on Form 8-K................................20
SIGNATURES ..................................................................21
CERTIFICATIONs PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT of 2002........................EXHIBITS
CERTIFICATIONS PURSUANT TO 18 U.S.C ss.1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002........................EXHIBITS
2
PART I -- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all dollars in thousands, except per share amounts)
ASSETS
June 30, December 31,
-------- -----------
2004 2003
-------- -----------
(unaudited)
Current assets:
Cash and cash equivalents ...................................................... $ 8,783 $ 6,885
Due from Medical Practices, net ................................................ 10,019 8,918
Pharmaceutical sales accounts receivable ....................................... 1,532 1,484
Deferred taxes ................................................................. 948 948
Prepaids and other current assets ............................................... 2,649 3,264
-------- --------
Total current assets ....................................................... 23,931 21,499
Fixed assets, net .............................................................. 11,708 10,218
Exclusive Service Rights, Net .................................................. 21,066 20,504
Deferred taxes ................................................................. 2,483 2,795
Other assets ................................................................... 316 278
-------- --------
Total assets ............................................................... $ 59,504 $ 55,294
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................... $ 318 $ 167
Accrued liabilities ............................................................ 6,184 5,274
Current portion of long-term notes payable and other obligations ............... 3,216 3,272
Patient deposits ............................................................... 12,644 9,492
-------- --------
Total current liabilities .................................................. 22,362 18,205
-------- --------
Long-term notes payable and other obligations .................................... 3,630 4,239
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common Stock, $.01 par value - 15,000,000 and 50,000,000 shares authorized in
2004 and 2003 respectively; and 3,553,733 and 3,544,292 shares issued in
2004 and 2003, respectively ................................................ 37 35
Capital in excess of par ....................................................... 48,042 48,172
Deferred compensation .......................................................... (411) (315)
Treasury stock, at cost - 7,360 and 89,595 shares in 2004 and 2003, respectively (47) (426)
Accumulated deficit ............................................................ (14,109) (14,616)
-------- --------
Total stockholders' equity ................................................. 33,512 32,850
-------- --------
Total liabilities and stockholders' equity ................................. $ 59,504 $ 55,294
======== ========
See accompanying notes to the consolidated financial statements.
3
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(all amounts in thousands, except per share amounts)
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ ------------------
2004 2003 2004 2003
------- ------- ------- ------
(unaudited) (unaudited)
Revenues, net:
FertilityPartners Service Fees ........ $ 21,475 $ 19,397 $ 42,073 $ 37,771
Pharmaceutical sales .................. 3,903 4,431 7,669 9,293
FertilityDirect revenues .............. 1,515 673 2,545 1,147
-------- -------- -------- --------
Total revenues ..................... 26,893 24,501 52,287 48,211
Cost of services and sales:
FertilityPartners Service Fees ........ 19,298 16,759 37,847 33,124
Pharmaceutical costs .................. 3,749 4,318 7,373 9,060
FertilityDirect costs ................. 1,075 466 1,821 756
-------- -------- -------- --------
Total costs of services and sales .. 24,122 21,543 47,041 42,940
-------- -------- -------- --------
Contribution:
FertilityPartners Service Fees ........ 2,177 2,638 4,226 4,647
Pharmaceutical contribution ........... 154 113 296 233
FertilityDirect contribution .......... 440 207 724 391
-------- -------- -------- --------
Total contribution .................. 2,771 2,958 5,246 5,271
-------- -------- -------- --------
General and administrative expenses ...... 2,230 2,350 4,372 4,435
Interest income .......................... (62) (22) (120) (44)
Interest expense ......................... 72 13 152 32
-------- -------- -------- --------
Total other expenses .................. 2,240 2,341 4,404 4,423
-------- -------- -------- --------
Income before income taxes ............... 531 617 842 848
Income tax provision ..................... 211 240 335 331
-------- -------- -------- --------
Net income applicable to Common Stock .... $ 320 $ 377 $ 507 $ 517
======== ======== ======== ========
Basic earnings per share of Common Stock . $ 0.09 $ 0.11 $ 0.14 $ 0.15
======== ======== ======== ========
Diluted earnings per share of Common Stock $ 0.08 $ 0.11 $ 0.13 $ 0.15
======== ======== ======== ========
Weighted average shares - basic .......... 3,653 3,392 3,610 3,374
======== ======== ======== ========
Weighted average shares - diluted ........ 3,861 3,535 3,821 3,530
======== ======== ======== ========
See accompanying notes to the consolidated financial statements.
4
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
For the
six-month period
ended June 30,
----------------
2004 2003
------ -----
(unaudited)
Cash flows from operating activities:
Net income ...................................................................... $ 507 $ 517
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ................................................. 2,397 1,679
Change in assets and liabilities--
Decrease (increase) in assets:
Due from Medical Practices ................................................. (1,101) (3,528)
Pharmaceutical sales accounts receivable ................................... (48) 88
Prepaids and other current assets .......................................... 745 1,047
Other assets ............................................................... (38) (50)
Increase (decrease) in liabilities:
Accounts payable .......................................................... (942) (248)
Accrued liabilities ....................................................... 2,003 (425)
Patient deposits .......................................................... 3,152 1,551
------- -------
Net cash provided by operating activities .......................................... 6,675 631
------- -------
Cash flows used in investing activities:
Payment for Exclusive Service Rights .......................................... (1,204) (27)
Proceeds from sale of fixed assets ............................................ -- 380
Proceeds from sale of intangible assets ....................................... -- 136
Purchase of fixed assets and leasehold improvements ........................... (2,950) (1,192)
------- -------
Net cash used in investing activities .............................................. (4,154) (703)
------- -------
Cash flows used in financing activities:
Principal repayments on debt .................................................. (639) (561)
Principal repayments under capital lease obligations .......................... (26) (38)
Proceeds from exercise of common stock warrants and options ................... 487 108
Repurchase of common stock .................................................... (445) --
------- -------
Net cash used in financing activities .............................................. (623) (491)
------- -------
Net change in cash ................................................................. 1,898 (563)
Cash at beginning of period ........................................................ 6,885 8,693
------- -------
Cash at end of period .............................................................. $ 8,783 $ 8,130
======= =======
See accompanying notes to the consolidated financial statements.
5
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -- INTERIM RESULTS:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, accordingly, do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited interim financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position at June 30, 2004, and the results of operations
and cash flows for the interim periods presented. Operating results for the
interim period are not necessarily indicative of results that may be expected
for the year ending December 31, 2004. These financial statements should be read
in conjunction with the financial statements and notes thereto included in
IntegraMed America's (the "Company") Annual Report on Form 10-K for the year
ended December 31, 2003.
NOTE 2 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three and six-month periods ended June 30, 2004
and 2003 is as follows (000's omitted, except for per share amounts):
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ ----------------
2004 2003 2004 2003
------ ------- ------ ------
Numerator
Income applicable to Common Stock ............ $ 320 $ 377 $ 507 $ 517
====== ====== ====== ======
Denominator
Weighted average shares outstanding .......... 3,653 3,392 3,610 3,374
Effect of dilutive options and warrants ...... 208 143 211 156
------ ------ ------ ------
Weighted average shares and dilutive potential
Common shares ................................ 3,861 3,535 3,821 3,530
Basic EPS .................................... $ 0.09 $ 0.11 $0.14 $ 0.15
====== ====== ====== ======
Diluted EPS ................................ $ 0.08 $ 0.11 $0.13 $ 0.15
====== ====== ====== ======
For the three- and six-month periods ended June 30, 2004, there were no
outstanding options to purchase shares of Common Stock which were excluded from
the computation of the diluted earnings per share amount as the exercise price
of all outstanding options was less than
the average market price of the shares of Common Stock For the three- and
six-month periods ended June 30, 2003, the effect of the assumed exercise of
options to purchase approximately 129,000 shares of Common Stock at exercise
prices ranging from $5.98 to $6.15 per share was excluded in computing the
diluted per share amount because the exercise prices of the options was greater
than the average market price of the shares of Common Stock, therefore causing
these options to be anti-dilutive.
For the three-and six-month periods ended June 30, 2004, the effect of the
assumed exercise of warrants to purchase approximately 88,000 shares of Common
Stock at an exercise price of $9.00 per share was excluded in computing the
diluted per share amount because the exercise prices of the warrants were
greater than the average market price of the shares of Common Stock, thereby
causing these warrants to be anti-dilutive. For the three-and six-month periods
ended June 30, 2003, the effect of the assumed exercise of warrants to purchase
approximately 106,000 shares of Common Stock at exercise prices ranging from
$6.25 to $9.00 per share was
6
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(audited)
excluded in computing the diluted per share amount because the exercise prices
of the warrants were greater than the average market price of the shares of
Common Stock, thereby causing these warrants to be anti-dilutive.
NOTE 3 -- SEGMENT INFORMATION:
The Company is principally engaged in providing products and services to
the fertility market. For disclosure purposes, the Company recognizes Business
Services offered to its network of FertilityPartners and its pharmaceutical
distribution operations as separate reporting segments. The Business Services
segment includes revenues and costs categorized as FertilityPartners Service
Fees and FertilityDirect Revenues, as follows (000's omitted):
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the three months ended June 30, 2004
Revenues...................................... $ -- $22,990 $3,903 $26,893
Cost of services.............................. -- 20,373 3,749 24,122
------- ------ ----- ------
Contribution.................................. -- 2,617 154 2,771
General and administrative costs.............. 2,230
Interest, net................................. 10
-------
Income before income taxes.................... $ 531
=======
Depreciation expense included above........... 763
Capital expenditures.......................... 108 1,028 -- 1,136
Total assets.................................. 10,225 45,142 4,137 59,504
For the six months ended June 30, 2004
Revenues...................................... $ -- $44,618 $7,669 $52,287
Cost of services.............................. -- 39,668 7,373 47,041
------- ------ ------ -------
Contribution.................................. -- 4,950 296 5,246
General and administrative costs.............. 4,372
Interest, net................................. 32
-------
Income before income taxes.................... $ 842
=======
Depreciation expense included above........... 1,460
Capital expenditures.......................... 142 2,808 -- 2,950
Total assets.................................. 10,225 45,142 4,137 59,504
7
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(audited)
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the three months ended June 30, 2003
Revenues...................................... $ -- $20,070 $4,431 $24,501
Cost of services.............................. -- 17,225 4,318 21,543
------- ------- ------ -------
Contribution.................................. -- 2,845 113 2,958
General and administrative costs.............. 2,350
Interest, net................................. (9)
-------
Income before income taxes.................... $ 617
=======
Depreciation expense included above........... 590
Capital expenditures.......................... 133 444 -- 577
Total assets.................................. 6,445 40,979 1,317 48,741
For the six months ended June 30, 2003
Revenues...................................... $ -- $38,918 $9,293 $48,211
Cost of services.............................. -- 33,880 9,060 42,940
------- ------- ------ -------
Contribution.................................. -- 5,038 233 5,271
General and administrative costs.............. 4,435
Interest, net................................. (12)
-------
Income before income taxes.................... $ 848
=======
Depreciation expense included above........... 1,077
Capital expenditures.......................... 281 911 -- 1,192
Total assets.................................. 6,445 40,979 1,317 48,741
NOTE 4 -- STOCK-BASED EMPLOYEE COMPENSATION:
At June 30, 2004, the Company has two stock-based employee compensation
plans, which are described more fully in Note 12 of the Company's financial
statements in its most recent Annual Report on Form 10-K. Prior to fiscal 2003,
the Company accounted for those plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and
related Interpretations. Under this standard, no stock option-based employee
compensation cost is reflected in net income, as all options granted under the
plans had an exercise price equal to the market value of the underlying Common
Stock on the date of grant. Effective January 1, 2003, the Company adopted the
fair value recognition provisions of FAS No. 123, Accounting for Stock-Based
Compensation, prospectively to all employee awards granted, modified, or settled
after January 1, 2003. Awards under the company's plans vest over a period of
ten years from the date of grant. Therefore, the cost related to stock-based
employee compensation included in the determination of net income for 2004 and
2003 is less than that which would have been recognized if the fair value based
method had been applied to all awards since the effective date of Statement 123.
The following table illustrates the effect on net income and earnings per share
as if the fair value based method had been applied to all outstanding and
unvested awards in each period. (000's omitted, except per share amounts).
8
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(audited)
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------- ------------------
2004 2003 2004 2003
------ ------ ------- ------
Net Income, as reported....................................... $ 320 $ 377 $ 507 $ 517
Add: Stock-based employee compensation expense
included in reported net income, net of related tax
effects. -- -- -- --
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects.................... (61) (83) (122) (167)
Pro forma net income.......................................... 259 294 385 350
Earnings per share:
Basic-as reported........................................ $0.09 $0.11 $0.14 $0.15
Basic-pro forma.......................................... $0.08 $0.09 $0.11 $0.10
Diluted-as reported...................................... $0.08 $0.11 $0.13 $0.15
Diluted-pro forma........................................ $0.07 $0.08 $0.10 $0.10
NOTE 5- LITIGATION -
In June 2002, the Company was served with a complaint, captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The Company had retained
WINFertility in April 2001 to provide claims management services in connection
with the Company's Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the Company terminated the
contract in May 2002. The Company has served and filed an answer denying all
material allegations of the complaint and asserting affirmative defenses. The
Company has also filed a counterclaim against the plaintiff demanding an
accounting and return of certain fees paid to plaintiff by the Company. The
matter is scheduled for trial in September 2004.
There are other minor legal proceedings to which the Company is a party.
Litigation is subject to many uncertainties and management is unable to
predict the outcome of pending suits and claims. It is possible that the result
of operations or liquidity and capital resources of the Company could be
adversely affected by the ultimate outcome of pending litigation or as a result
of the costs of contesting such lawsuits. The Company is currently unable to
estimate the ultimate liability, if any, that may result from pending litigation
and accordingly, no material provision for any liability has been made for such
pending litigation in the consolidated financial statements. When the Company is
reasonably able to determine the probable minimum or ultimate liability, if any,
that may result from any of pending litigation, the Company will record a
provision for such liability to the extent not covered by insurance.
9
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(audited)
NOTE 6 -- RECENT ACCOUNTING STANDARDS
The Company discloses its critical accounting policies in its Form 10-K
filed with the Securities and Exchange Commission. Since December 31, 2003, none
of those policies have changed, nor have any been added.
At this time, there are no recently issued accounting standards, which
impact the Company.
10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included in this
quarterly report and with IntegraMed America Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2003.
Overview
IntegraMed America, Inc. offers products and services to patients and
providers in the fertility industry. The IntegraMed Provider Network is
comprised of twenty-five fertility centers in major markets across the United
States and the Council of Physicians and Scientists. Eighteen Affiliate
fertility centers purchase discrete service packages provided by us and seven
fertility centers have access to the entire portfolio of products and services
under the comprehensive FertilityPartners(TM) program. All twenty-five fertility
centers have access to our consumer services, principally pharmaceutical
products and patient treatment financing products.
Our strategy is to align information, technology and finance for the
benefit of fertility patients, providers, and payers. The primary elements of
our strategy includes: (i) expanding our Provider Network into new major
markets; (ii) increasing the number and value of service packages purchased by
members of our Provider Network; (iii) entering into additional
FertilityPartners(TM) contracts; (iv) increasing revenues at contracted
FertilityPartners(TM) centers; (v) increasing the number of Shared Risk Refund
treatment packages sold to patients of our Provider Network and managing the
risk associated with the Shared Risk Refund program; (vi) increasing sales of
pharmaceutical products and services; and (vii) developing Internet-based access
to personalized health information.
Major events impacting financial condition and results of operations
During 2003, we re-negotiated revised fee structures on three of our
existing FertilityPartner contracts. In all three of these contracts, the
timetable for the phase-in of contracted fee reductions, which are based on the
earnings of the underlying fertility centers, were delayed by one year from
fiscal 2004 to fiscal 2005. Beginning in the year 2006, these revised contracts,
also contain clauses placing a maximum annual limit on the amount of fees we can
earn, which are based on the earnings of the underlying fertility centers. These
maximum annual limitations are below the fees earned by us on these portions of
the contracts in fiscal year 2003 and below the expected earnings from these
portions of the contracts in fiscal 2004. We believe that these fee limitations
will be offset by volume-based increases in fees earned in other areas of our
existing contracts, the sale of new FertilityPartner contracts and growth in our
FertilityDirect business unit.
In July 2003, we amended our existing credit agreements with Bank of
America, then Fleet Bank, N.A. The amended agreement is comprised of a renewal
of our $7.0 million three-year working capital revolver and a new $5.75 million
three year term loan, of which $0.75 million was used to retire the outstanding
balance on our previous term loan. We believe that these credit facilities will
be sufficient to fund our current operational, capital investment and
acquisition plans.
On September 1, 2003, we signed a FertilityPartners agreement with the
Charlotte, North Carolina based Reproductive Endocrinology and Andrology of
Charlotte ("REACh") physician practice. Under the terms of this 15-year
agreement, our service fees are comprised of reimbursed costs of services, a
tiered percentage of revenues, and an additional fixed percentage of REACh's
earnings. We have also committed up to $2 million to fund the development and
equipping of a new state-of-the-art facility to house the clinical practice and
embryology laboratory for REACh and its patients.
In January 2004, we signed a FertilityPartner agreement to supply a
complete range of business, marketing and facility services to a group of
fertility physicians in the Seattle, Washington metropolitan area. Under the
terms of the 15-year agreement, IntegraMed will build a new facility and help
the group to establish a private, full service fertility center. We have
committed up to $2 million to fund the development and equipping of a new
state-of-the-art facility to house the clinical practice and embryology
laboratory for the group and its patients. Upon its completion, the facility
will accommodate the existing patient volume and future anticipated growth.
Based on the terms of this transaction, we have been paid a fixed services fee
11
commencing in January of 2004, and continuing until the new facility is open,
which is anticipated to be in the fourth quarter of 2004. At that time, our
service fees will be comprised of our standard reimbursed costs of services, a
fixed percentage of revenues, plus an additional fixed percentage of the new
center's earnings.
We continue to aggressively promote our Shared Risk Refund Program. The
Shared Risk Refund Program is an innovative treatment and financing program,
which consists of up to three treatment cycles of in vitro fertilization for one
fixed price with a significant refund if the patient does not deliver a baby.
Under this innovative financial program, we receive payment directly from
consumers who qualify for the program and pay contracted fertility centers a
defined reimbursement for each treatment cycle performed. We manage the risks
associated with the Shared Risk Refund Program through a case management
program. This case management program authorizes patient care and provides
information to be used in recognizing revenue and developing the related
reserves for refunds.
Results of Operations
The following table shows the percentage of net revenues represented by
various expense and other income items reflected in our Consolidated Statement
of Operations.
For the For the
three-month period six-month period
ended June 30, ended June 30,
-------------------- ------------------
2004 2003 2004 2003
------- -------- ------- --------
(unaudited) (unaudited)
Revenues, net
FertilityPartners Service Fees.................. 79.9% 79.2% 80.5% 78.3%
Pharmaceutical Sales............................ 14.5% 18.1% 14.7% 19.3%
FertilityDirect Revenues........................ 5.6% 2.7% 4.8% 2.4%
Total Revenues.................................. 100.0% 100.0% 100.0% 100.0%
Costs of services incurred:
FertilityPartners costs......................... 71.8% 68.4% 72.4% 68.7%
Pharmaceutical costs............................ 13.9% 17.6% 14.1% 18.8%
FertilityDirect costs........................... 4.0% 1.9% 3.5% 1.6%
Total Costs of services and sales............... 89.7% 87.9% 90.0% 89.1%
Contribution
FertilityPartners contribution.................. 8.1% 10.8% 8.1% 9.6%
Pharmaceutical contribution..................... 0.6% 0.5% 0.6% 0.5%
FertilityDirect contribution.................... 1.6% 0.8% 1.3% 0.8%
Total contribution.............................. 10.3% 12.1% 10.0% 10.9%
General and administrative expenses.................. 8.3% 9.6% 8.4% 9.2%
Interest income...................................... (0.2)% (0.1)% (0.2)% (0.1)%
Interest expense..................................... 0.2% 0.1% 0.2% 0.1%
Total other expenses............................ 8.3% 9.6% 8.4% 9.2%
Income before income taxes........................... 2.0% 2.5% 1.6% 1.7%
Provision for income taxes........................... 0.8% 1.0% 0.6% 0.6%
Net income........................................... 1.2% 1.5% 1.0% 1.1%
12
Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003
Revenues for the three months ended June 30, 2004 increased by a net of
approximately $2.4 million, or 9.8%, from the same period in 2003. The main
growth factors contributing to this increase were:
(i) Revenues at FertilityPartner centers increased by $2.1 million,
or 10.7%. This increase resulted from strong patient volume and
clinical billings among our six FertilityPartner centers
currently servicing patients and is mainly attributable to our
on going consumer marketing programs. Revenue from the seventh
FertilityPartner center, located in the metropolitan Seattle,
Washington area, consisted of development fees, as this clinic
is currently not scheduled to begin servicing patients until the
fourth quarter of 2004. The two new FertilityPartners agreements
signed in September 2003 and January 2004, representing the
clinics located in North Carolina and Seattle respectively,
contributed revenues totaling $1.1 million in the second quarter
of 2004. Revenues from these two FertilityPartner agreements
helped to partially offset revenue lost by the termination of
our FertilityPartner agreement with RSA of New York in June of
2003. The RSA of New York agreement had generated revenues of
$2.6 million in the second quarter of 2003 and no revenues in
2004.
(ii) Revenue at our pharmaceutical unit decreased by $0.5 million, or
11.9% from the same period in 2003. This reduction in revenue
was the result of our decision in 2003 to de-emphasize the sale
of certain high volume products due to their lack of
profitability. Because of this decision in our third quarter of
2003, we had a drop in revenue from our pharmaceutical unit.
Since the first quarter of 2004, revenues have increased on a
quarterly basis. We expect this trend to continue and have
recently reorganized our pharmaceutical marketing support
resources in an attempt to continue to build volume and revenues
in future periods.
(iii) FertilityDirect revenues, which are comprised primarily of our
Shared Risk Refund program and membership fees from affiliated
clinics, increased by $0.8 million, or 125.1% from prior year
levels. We plan to continue the aggressive promotion of our
FertilityDirect programs through direct to consumer marketing
and anticipate that these programs will continue to play an
increasing role in our financial results.
Contribution of $2.8 million for the second quarter of 2004 was down $0.2
million, or 6.3% from 2003 levels. As a percentage of revenue, the contribution
margin was 10.3% for 2004 versus 12.1% in 2003. The following factors had a
significant effect on second quarter 2004 contribution:
(i) Contribution generated by the FertilityPartners agreements
decreased by $0.5 million in the second quarter of 2004 versus
the same period in 2003. This decrease was principally the
result of the contribution lost due to the termination of our
FertilityPartner agreement with RSA of New York in 2003. The RSA
of New York generated $0.5 million in contribution during the
second quarter of 2003, including a one-time termination payment
of $238,000.
(ii) Pharmaceutical contribution increased by $41,000, or 36.3%, and
margin rates increased to 3.9% from 2.6% from the second quarter
of 2003. These increases were a result of the decision to
restructure our mix of products in response to previously
disclosed pricing issues in the marketplace. We anticipate that
our pharmaceutical margins will stabilize in the range of 3.5 -
4.0% for the balance of 2004.
(iii) Contribution from the FertilityDirect program increased by
$233,000, or 112.6% from the same period in the prior year. This
increase was driven by increased Shared Risk Refund patient
volume, as well as a higher monthly membership fee structure
introduced in January 2004 for affiliated clinics.
13
General and Administrative expenses decreased by $120,000 in the second
quarter of 2004 versus the same period in 2003. This decrease is mainly the
result of lower consulting, legal and employee meeting costs in the second
quarter of 2004 as compared to the same period in 2003.
Interest income rose to $62,000 for the quarter ended June 30, 2004, from
$22,000 in 2003. This increase was mainly attributable to finance charges
assessed to various FertilityPartner locations on invested capital in excess of
predefined limits. Interest expense also increased by $59,000 from the same
quarter in the prior year as a result of higher debt levels in conjunction with
our renegotiated credit facilities and a draw-down on our revolving line of
credit.
The provisions for income tax were approximately $211,000, or 39.8% of
pre-tax income versus $240,000, or 39.0% for the quarters ended June 30, 2004
and 2003, respectively. There were no Federal income tax payments during either
2003, or 2004 to date due to the utilization of our net operating loss carry
forwards. The effective tax rates for both 2004 and 2003 reflect a provision for
current state taxes as well as amortization of our deferred Federal tax asset.
Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003
Revenues for the six months ended June 30, 2004 increased by a net of
approximately $4.1 million, or 8.5%, from the same period in 2003. The main
factors contributing to this increase were:
(i) Revenues at FertilityPartner centers increased by $4.3 million,
or 11.4%. This increase resulted from continued practice growth
among the six FertilityPartner centers currently servicing
patients. Growth from the same period in the prior year is
mainly attributable to on going consumer marketing programs,
infrastructure investments and network expansion. The seventh
FertilityPartner center, located in the metropolitan Seattle,
Washington area, is currently not scheduled to begin servicing
patients until the fourth quarter of 2004. The two
FertilityPartners agreements signed subsequent to September 1,
2003, and located in North Carolina and Seattle, contributed
revenues of $2.1 million in the first six months of 2004.
Revenues from these two new FertilityPartner agreements helped
to partially offset revenue lost by the termination of our
FertilityPartner agreement with RSA of New York in June of 2003.
The RSA of New York agreement had generated revenues of $4.8
million in the first half of 2003 and no revenues in 2004.
(ii) Revenue at our pharmaceutical unit decreased by $1.6 million, or
17.5% from the same period in 2003. As previously stated, this
reduction was the result of the decision in mid-2003 to shift
its product mix emphasis away from the sale of certain high
volume/low profit products to a product mix offering more
stable, higher margins.
(iii) FertilityDirect revenues, comprised primarily of the Shared Risk
Refund program and fees from affiliated clinics, increased by
$1.4 million, or 121.9% from the same period in 2003. We plan to
continue the aggressive development and promotion of our
FertilityDirect product lines. During the first half of 2004, we
introduced a series of co-marketing programs with our network
clinics designed to provide a more efficient, focused and
consistent national marketing presence. Results of this
initiative are anticipated to benefit both our FertilityPartner
and FertilityDirect product lines.
Contribution of $5.2 million for the first half of 2004 was consistent with
contribution levels during the same period of 2003. As a percentage of revenue,
the contribution margin was 10.0% for 2004 versus 10.9% in 2003. The following
factors had a significant effect on first quarter 2004 contribution:
(i) Contribution generated by the FertilityPartner agreements
decreased by $0.4 million in the first six months of 2004
relative to the same period in 2003. As previously stated, this
decrease was principally the result of the contribution lost due
to the termination of our FertilityPartner agreement with RSA of
New York in 2003. The RSA of New York generated $0.7 million in
contribution during the first half of 2003, versus no
14
contribution in 2004. Contribution generated from the new North
Carolina and Seattle based FertilityPartner locations was $0.2
million during the first two quarters of 2004.
(ii) Pharmaceutical contribution increased by $63,000, or 27.0%, from
the first six months of 2003, despite the reduction in revenue
as described above. As a result of implementing a strategy
designed to focus on lower volume/higher margin products,
pharmaceutical margins have risen from 2.5% in the first six
months of 2003, to 3.9% for the same period in 2004. We expect
to maintain pharmaceutical margins in the 3.5% - 4.0% range
during the second half of 2004 while we continue to provide
additional marketing support designed to help build sales
volume.
(iii) Contribution from the FertilityDirect program increased by
$333,000, or 85.2% from the same period in the prior year. This
increase reflects increased Shared Risk Refund patient volume,
as well as higher monthly membership fees for affiliated
clinics. The higher affiliate fee structure, introduced in
January 2004, reflects the growing value of network membership.
General and Administrative expenses decreased slightly by $63,000 in the
first six months of 2004 versus the same period in 2003. This decrease is mainly
the result of lower professional service fees and internet marketing costs in
the first six months of 2004 as compared to the same period in 2003.
Interest income increased by $76,000 to $120,000 for the six months ended
June 30, 2004, from $44,000 in the same period in 2003. This increase was mainly
attributable to finance charges assessed to various FertilityPartner locations
on invested capital in excess of predefined limits. Interest expense also
increased to $152,000 from $32,000 from the same period in the prior year as a
result of higher debt levels incurred in conjunction with our new credit
facilities and a draw-down on our revolving line of credit.
Our provisions for income taxes were approximately $335,000, or 39.8% of
pre-tax income versus $331,000, or 39.0% for the six months ended June 30, 2004
and 2003, respectively. There were no Federal income tax payments during either
2003, or 2004 to date due to the utilization of net operating loss carry
forwards. Our effective tax rates for both 2004 and 2003 reflect a provision for
current state taxes as well as amortization of our deferred Federal tax asset.
Off-balance Sheet Arrangements
As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPE's"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of June 30, 2004, we were not involved in any material
unconsolidated SPE transactions.
Liquidity and Capital Resources
Historically, we have financed our operations by the sale of equity
securities, issuance of notes and internally generated resources. In addition,
we also use bank financing for working capital and business development
purposes. Due to our continued capital investment in the expansion of several of
our FertilityPartner locations, as well as incurring an obligation for the
payment of additional Service Rights related to the Seattle FertilityPartner
contract, working capital decreased during the first six months of 2004 to $1.6
million as of June 30, 2004, from $3.3 million as of December 31, 2003. We
believe that working capital and, specifically, cash and cash equivalents remain
at adequate levels to fund our operations. As of June 30, 2004, we have
substantially completed our expansion commitment at three of our
FertilityPartner locations, and had yet to incur any substantial capital
expenditures related to the $2.0 million commitment under the Seattle
FertilityPartner contract. We believe that the cash flows from our operations
plus the existing credit facility and term loan will be sufficient to provide
for our future liquidity needs for the next twelve months.
On July 31, 2003, we amended our existing credit facility with Bank of
America. The amended facility is comprised of a $7.0 million three-year working
capital revolver and a $5.75 million three-year term loan, of which
approximately $5.0 million was used during 2003 for the acquisition of fixed
15
assets and to fund the payment for Exclusive Business Rights in connection with
the North Carolina transaction and $0.75 million was used to repay the remaining
outstanding balance of the previous credit facility. Each component bears
interest by reference to Bank of America's prime rate or LIBOR, at our option,
plus a margin, which is dependent upon a leverage test, ranging from 2.25% to
2.75% in the case of LIBOR-based loans. Prime based loans are made at Bank of
America's prime rate and do not contain an additional margin. Interest on the
prime-based loans is payable monthly and interest on LIBOR-based loans is
payable on the last day of each applicable interest period. Unused amounts under
the working capital revolver bear a commitment fee of 0.25% and are payable
quarterly. Availability of borrowings under the working capital revolver is
based on eligible accounts receivable as defined. As of June 30, 2004, we had
borrowed $2.0 million under the working capital revolver agreement for general
corporate purposes. The remaining working capital revolver balance of $5.0
million is available to us. The Bank of America credit facility is
collateralized by all of our assets. The credit facility is subject to several
covenants, all of which have been met at June 30, 2004.
We continuously review our credit agreements and may renew, revise or enter
into new agreements from time to time as deemed necessary.
Significant Contractual Obligations and Other Commercial Commitments:
The following summarizes our contractual obligations and other commercial
commitments at June 30, 2004, and the effect such obligations are expected to
have on its liquidity and cash flows in future periods.
Payments Due by Period
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
---------- ---------------- ----------- ------------ -------------
Notes Payable................. $ 6,600,000 $ 3,150,000 $ 3,450,000 $ -- $ --
Capital lease obligations..... 246,000 66,000 180,000 -- --
Operating leases.............. 28,002,000 4,717,000 9,273,000 7,350,000 6,662,000
FertilityPartners capital
and other................. 2,700,000 2,700,000 -- -- --
Total contractual cash
Obligations............... $37,548,000 $10,633,000 $12,903,000 $7,350,000 $6,662,000
Amount of Commitment Expiration Per Period
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
---------- ---------------- ------------- ------------- -------------
Lines of credit............... $ 7,000,000 $ -- $7,000,000 $ -- $ --
We also have commitments to provide accounts receivable financing under our
FertilityPartners agreements. Our financing of this receivable occurs on the
15th of each month. The medical practice's repayment priority consists of the
following:
(i) Reimbursement of expenses that we have incurred on their behalf;
(ii) Payment of the fixed or, if applicable, the variable portion
of the service fee which relates to the FertilityPartners
revenues; and
(iii) Payment of the variable portion of the service fee.
We are responsible for the collection of receivables, which are financed
with full recourse. We have continuously funded these needs from cash flow from
operations and the collection of the prior month's receivables. If delays in
repayment are incurred, which have not as yet been encountered, we could draw on
our existing working capital line of credit. We make payments on behalf of the
16
FertilityPartners for which we are reimbursed in the short-term. Other than
these payments, as a general course, we do not make other advances to the
medical practice. Other than the capital and other commitments, we have no other
funding commitments to the FertilityPartners.
Recent Accounting Standards
At this time, there are no recently issued accounting standards, which
impact the Company.
Forward Looking Statements
This Form 10-Q and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking statements regarding events and/or
anticipated results within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the attainment of which
involves various risks and uncertainties. Forward-looking statements may be
identified by the use of forward-looking terminology such as, "may", "will",
"expect", "believe", "estimate", "anticipate", "continue", or similar terms,
variations of those terms or the negative of those terms. The Company's actual
results may differ materially from those described in these forward-looking
statements due to the following factors: the Company's ability to acquire
additional FertilityPartners agreements, the Company's ability to raise
additional debt and/or equity capital to finance future growth, the loss of
significant FertilityPartners agreement(s), the profitability or lack thereof at
fertility centers serviced by the Company, increases in overhead due to
expansion, the exclusion of fertility and ART services from insurance coverage,
government laws and regulation regarding health care, changes in managed care
contracting, the timely development of and acceptance of new fertility, and ART
and/or genetic technologies and techniques. The Company is under no obligation
to (and expressly disclaims any such obligation) update or alter their
forward-looking statements whether as a result of new information, future events
or otherwise.
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For information regarding our exposure to certain market risks, see Item
7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, in our Annual
Report on Form 10-K for the year ended December 31, 2003. There have been no
significant changes in our market risk exposures from the fiscal 2003 year end.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Exchange Act) as of June 30,
2004 (the "Evaluation Date"). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were effective in timely alerting them to
the material information relating to us required to be included in our periodic
SEC filings.
(b) Changes in internal controls.
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
18
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
In June 2002, the Company was served with a complaint,
captioned WINFertility, Inc. vs. IntegraMed America, Inc.,
in which the plaintiff filed an action in the Supreme Court
of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The
Company had retained WINFertility in April 2001 to provide
claims management services in connection with the Company's
Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the
Company terminated the contract in May 2002. The Company
has served and filed an answer denying all material
allegations of the complaint and asserting affirmative
defenses. The Company has also filed a counterclaim against
the plaintiff demanding an accounting and return of certain
fees paid to plaintiff by the Company. The matter is
scheduled for trial in September 2004.
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities.
In May 2004, the Company retired all 140,116 shares of its
Common Stock then being held as treasury shares.
In June 2004, the Company obtained 7,360 shares of its
Common Stock that are now held as treasury shares. These
shares represent reimbursement certain officers made to the
Company for the withholding of taxes paid, on their behalf,
by the Company on a stock grant issued in 2004. The Company
currently has no plans to dispose of these shares.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
At an Annual Stockholders Meeting held on May 18, 2004, the following
matters were acted upon by the Stockholders with the indicated votes
thereon:
Proposal 1- Election of Directors
---------------------------------
Director For Against
-------- --- -------
Gerardo Canet 3,024,889 29,084
Sarason D. Liebler 3,024,889 29,084
Wayne R. Moon 3,024,889 29,084
Lawrence J. Stuesser 3,024,889 29,084
Elizabeth E. Tallett 3,024,889 29,084
Proposal 2- Amendment to the Company's Certificate of Incorporatin reducing
the number of shares authorized from 50,000,000 to
15,000,000
---------------------------------------------------------------------------
For Against Abstentions Broker Non-Votes
--- ------- ----------- ----------------
3,038,559 12,286 988 0
19
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits on Page 22.
(b) Reports on Form 8-K
For the quarter ended June 30, 2004, Registrant filed
Form 8-K's dated April 6, 2004, April 26, 2004, April
28, 2004, May 20, 2004, June 22, 2004 and June 28, 2004.
Subsequent to June 30, 2004, Registrant filed Form 8-K's
dated July 29, 2004, August 3, 2004 and August 6, 2004.
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.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: August 13, 2004 By: /s/: John W. Hlywak, Jr.
----------------------------
John W. Hlywak, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
21
Exhibit
Number Exhibit
- ------- -------
3.1(e) -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation.
3.1(f) -- Restated Certificate of Incorporation of IntegraMed America,
Inc.
31.1 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
dated August 13, 2004.
31.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
dated August 13, 2004.
32.1 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated August 13, 2004.
32.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated August 13, 2004.
22