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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 September 30, 2002
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 of (I.R.S. employer identification no.)
incorporation or organization)
One 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 [ ]
The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on October 30, 2002 was 3,345,510.
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INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2002 (unaudited)
and December 31, 2001...................................... 3
Consolidated Statements of Income for the three and nine-month
periods ended September 30, 2002 and 2001 (unaudited)...... 4
Consolidated Statements of Cash Flows for the nine-month
periods ended September 30, 2002 and 2001 (unaudited)...... 5
Notes to Consolidated Financial Statements (unaudited)...... 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9-15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......15
Item 4. Internal Controls and Procedures..............................15-16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................17
Item 2. Changes in Securities............................................17
Item 3. Defaults upon Senior Securities..................................17
Item 4. Submission of Matters to a Vote of Security Holders..............17
Item 5. Other Information................................................17
Item 6. Exhibits and Reports on Form 8-K.................................17
SIGNATURES ........................................................18
CERTIFICATIONs PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002..............................19-20
-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
September 30, December 31,
------------ ------------
2002 2001
------------ ------------
(unaudited)
Current assets:
Cash and cash equivalents ................................................... $ 9,274 $ 8,505
Due from Medical Practices, net ............................................. 4,147 4,949
Pharmaceutical sales accounts receivable .................................... 2,020 1,511
Prepaids and other current assets ............................................ 1,850 1,961
-------- --------
Total current assets .................................................... 17,291 16,926
Fixed assets, net ........................................................... 5,450 5,263
Intangible assets, net ...................................................... 20,089 17,378
Deferred taxes .............................................................. 4,077 4,791
Other assets ................................................................ 344 263
-------- --------
Total assets ............................................................ $ 47,251 $ 44,621
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................ $ 843 $ 1,436
Accrued liabilities ......................................................... 5,386 5,228
Current portion of long-term notes payable and other obligations ............ 1,259 1,403
Patient deposits ............................................................ 7,818 4,651
-------- --------
Total current liabilities ............................................... 15,306 12,718
-------- --------
Long-term notes payable and other obligations ................................. 500 1,288
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $1.00 par value - 3,165,644 shares authorized in 2002 and
2001, 2,500,000 undesignated; 665,644 shares designated as Series A
Cumulative Convertible of which 12,251 and 165,644 shares were issued and
outstanding in 2002 and
2001, respectively ........................................................ 12 166
Common Stock, $.01 par value - 50,000,000 shares authorized in 2002 and 2001;
and 3,344,104 and 3,057,877 shares issued in 2002 and 2001, respectively .. 33 31
Capital in excess of par .................................................... 47,273 47,218
Accumulated deficit ......................................................... (15,873) (16,800)
-------- --------
Total shareholders' equity .............................................. 31,445 30,615
-------- --------
Total liabilities and shareholders' equity .............................. $ 47,251 $ 44,621
======== ========
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 nine-month period
ended September 30, ended September 30,
------------------- -------------------
2002 2001 2002 2001
------------------- -------------------
(unaudited) (unaudited)
Revenues, net
Reproductive Science Center service fees .......... $ 17,463 $ 15,633 $ 49,870 $ 43,288
Pharmaceutical sales .............................. 5,699 4,125 14,363 11,188
Other revenues .................................... 415 200 1,042 260
-------- -------- -------- --------
Total revenues ................................. 23,577 19,958 65,275 54,736
-------- -------- -------- --------
Cost of services and sales:
Reproductive Science Center costs ................. 14,734 13,104 42,395 35,969
Pharmaceutical costs .............................. 5,482 3,946 13,818 10,704
Other costs ....................................... 316 188 869 389
-------- -------- -------- --------
Total costs of services and sales .............. 20,532 17,238 57,082 47,062
-------- -------- -------- --------
Contribution:
Reproductive Science Center contribution .......... 2,729 2,529 7,475 7,319
Pharmaceutical contribution ....................... 217 179 545 484
Other contribution ................................ 99 12 173 (129)
-------- -------- -------- --------
Total contribution .............................. 3,045 2,720 8,193 7,674
-------- -------- -------- --------
General and administrative expenses .................. 2,238 1,945 5,984 5,514
Amortization of intangible assets .................... 304 224 780 665
Interest income ...................................... (21) (44) (73) (142)
Interest expense ..................................... 40 61 119 224
-------- -------- -------- --------
Total other expenses .............................. 2,561 2,186 6,810 6,261
-------- -------- -------- --------
Income before income taxes ........................... 484 534 1,383 1,413
Income tax provision ................................. 159 65 456 179
-------- -------- -------- --------
Net income ........................................... $ 325 $ 469 $ 927 $ 1,234
Less: Dividends paid and/or accrued on Preferred Stock 3 33 69 99
-------- -------- -------- --------
Net income applicable to Common Stock ................ $ 322 $ 436 $ 858 $ 1,135
======== ======== ======== ========
Basic earnings per share of Common Stock: ............ $ 0.10 $ 0.14 $ 0.27 $ 0.37
======== ======== ======== ========
Diluted earnings per share of Common Stock ........... $ 0.09 $ 0.14 $ 0.25 $ 0.36
======== ======== ======== ========
Weighted average shares - basic ...................... 3,270 3,043 3,143 3,091
======== ======== ======== ========
Weighted average shares - diluted .................... 3,565 3,177 3,436 3,158
======== ======== ======== ========
See accompanying notes to the consolidated financial statements.
-4-
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
For the
nine-month period
ended September 30,
--------------------
2002 2001
--------- --------
(unaudited)
Cash flows from operating activities:
Net income .......................................................................... $ 927 $ 1,234
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ..................................................... 2,124 2,051
Amortization of deferred tax asset................................................. 714 --
Change in assets and liabilities -- Decrease (increase) in assets:
Due from Medical Practices ..................................................... 802 949
Pharmaceutical sales accounts receivable ....................................... (509) (339)
Business Service fees receivable ............................................... -- 237
Prepaids and other current assets .............................................. 111 296
Other assets ................................................................... (81) 77
Increase (decrease) in liabilities:
Accounts payable .............................................................. (593) 295
Accrued liabilities ........................................................... 158 (399)
Patient deposits .............................................................. 3,167 2,478
------- -------
Net cash provided by operating activities .............................................. 6,820 6,879
------- -------
Cash flows used in investing activities:
Payment for exclusive Business Service rights ..................................... (3,491) (238)
Purchase of fixed assets and leasehold improvements ............................... (1,531) (1,509)
------- -------
Net cash used in investing activities .................................................. (5,022) (1,747)
------- -------
Cash flows used in financing activities:
Principal repayments on debt ...................................................... (824) (750)
Principal repayments under capital lease obligations .............................. (108) (100)
Repurchase of preferred stock ..................................................... (1,535) --
Repurchase of Common Stock ........................................................ -- (2,028)
Issuance of Common Stock .......................................................... 1,507 76
Dividends paid on Convertible Preferred Stock ..................................... (69) (99)
------- -------
Net cash used in financing activities .................................................. (1,029) (2,901)
------- -------
Net increase in cash ................................................................... 769 2,231
Cash at beginning of period ............................................................ $ 8,505 $ 5,306
------- -------
Cash at end of period .................................................................. $ 9,274 $ 7,537
======= =======
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 September 30, 2002, 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, 2002. 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, 2001.
NOTE 2 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three-month and nine-month periods ended
September 30, 2002 and 2001 is as follows (000's omitted, except for per share
amounts):
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2002 2001 2002 2001
------- -------- -------- --------
Numerator
Net Income ................................... $ 325 $ 469 $ 927 $ 1,234
Less: Preferred stock dividends .............. (3) (33) (69) (99)
Income applicable to Common Stock ............ $ 322 $ 436 $ 858 $ 1,135
======= ======= ======= =======
Denominator
Weighted average shares outstanding .......... 3,270 3,043 3,143 3,091
Effect of dilutive options and warrants ...... 295 134 293 67
------- ------- ------- -------
Weighted average shares and dilutive potential
Common shares ................................ 3,565 3,177 3,436 3,158
Basic EPS .................................... $ 0.10 $ 0.14 $ 0.27 $ 0.37
Diluted EPS .................................. $ 0.09 $ 0.14 $ 0.25 $ 0.36
For the three and nine-month period ended September 30, 2002, the effect of
the assumed exercise of options to purchase approximately 42,500 shares of
Common Stock at exercise prices ranging from $6.80 to $8.57 per share were
excluded in computing the diluted per share amount because the exercise price of
the options was greater than the average market price of the shares of Common
Stock, therefore causing these options to be antidilutive. For the three and
nine-month period ended September 30, 2001, the effect of the assumed exercise
of options to purchase approximately 216,000 and 465,000 shares of common stock,
respectively, at exercises prices ranging from $4.63 to $5.38 and from $4.00 to
$5.38, respectively, per share, were excluded in computing the diluted per share
amount because the exercise prices of the options were greater than the average
market price of the shares of Common Stock, thereby causing these options to be
antidilutive.
-6-
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
For the three and nine month period ended September 30, 2002, 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 were 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 antidilutive. For the three and nine month period
ended September 30, 2001, the effect of the assumed exercise of warrants to
purchase approximately 25,000 and 62,000 shares of Common Stock, respectively,
at exercise prices ranging from $5.13 to $7.24 and $4.12 to $7.24, respectively,
per share were 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 antidilutive.
For the three and nine-month period ended September 30, 2002 approximately
12,000 shares of Common Stock from the assumed conversion of Preferred Stock
were excluded in computing the diluted per share amount as they were
antidilutive. For the three and nine-month period ended September 30, 2001,
approximately 133,000 shares of Common Stock from the assumed conversion of
Preferred Stock were excluded in computing the diluted per share amount as they
were antidilutive.
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 Reproductive Science Centers and its
pharmaceutical distribution operations as separate reporting segments. The
Business Services segment includes revenues and costs categorized as
Reproductive Science Center Service Fees and Other Revenues, as follows (000's
omitted):
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the three months ended September 30, 2002
Revenues .................................... $ -- $17,878 $ 5,699 $23,577
Cost of services ............................ -- 15,050 5,482 20,532
------- ------- ------- -------
Contribution ................................ -- 2,828 217 3,045
General and administrative costs ............ 2,238 -- -- 2,238
Amortization of intangibles ................. -- 304 -- 304
Interest, net ............................... 19 1 (1) 19
------- ------- ------- -------
Income (loss) before income taxes ........... (2,257) 2,523 218 484
Depreciation expense included above.......... 176 308 -- 484
Capital expenditures ........................ 9 270 -- 279
-7-
Business Pharmaceutical
Corporate Services Distribution Consolidated
For the nine months ended September 30, 2002
Revenues...................................... $ -- $50,912 $14,363 $65,275
Cost of services.............................. -- 43,264 13,818 57,082
-------- ------ ------ ------
Contribution.................................. -- 7,648 545 8,193
General and administrative costs.............. 5,984 -- -- 5,984
Amortization of intangibles................... -- 780 -- 780
Interest, net................................. 37 12 (3) 46
-------- -------- --------- --
Income (loss) before income taxes............. (6,021) 6,856 548 1,383
Depreciation expense included above........... 321 1,023 -- 1,344
Capital expenditures.......................... 131 1,400 -- 1,531
For the three months ended September 30, 2001
Revenues...................................... $ -- $15,833 $4,125 $19,958
Cost of Services.............................. -- 13,292 3,946 17,238
------- ------ ----- ------
Contribution.................................. -- 2,541 179 2,720
General and administrative expenses........... 1,945 -- -- 1,945
Amortization of intangibles................... -- 222 2 224
Interest, net................................. 28 (7) (4) 17
------- ------- ------- -------
Income before income taxes.................... (1,973) 2,326 181 534
Depreciation expense included above........... 107 324 -- 431
Capital expenditures.......................... -- 218 -- 218
For the nine months ended September 30, 2001
Revenues...................................... $ -- $43,547 $11,189 $54,736
Cost of Services.............................. -- 36,358 10,704 47,062
-- ------ ------ ------
Contribution.................................. -- 7,189 485 7,674
General and administrative expenses........... 5,514 -- -- 5,514
Amortization of intangibles................... 2 658 5 665
Interest, net................................. 114 (24) (8) 82
------- --------- -------- --------
Income before income taxes.................... (5,630) 6,555 488 1,413
Depreciation expense included above........... 321 898 -- 1,219
Capital expenditures.......................... 161 1,348 -- 1,509
-8-
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 the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.
IntegraMed America, Inc. (the "Company") offers products and services to
patients, providers, payors and suppliers in the fertility industry. The
IntegraMed(R) Network is comprised of fifteen fertility centers in major markets
across the United States, a pharmaceutical distribution subsidiary, a financing
subsidiary, the Council of Physicians and Scientists, and a leading fertility
portal (www.integramed.com). Nine of these fertility centers have access to the
Company's FertilityDirect(TM) Program. Six of the fertility centers are
designated as "Reproductive Science Centers(R)" and as such, have access to the
Company's FertilityDirect Program in addition to being provided with a full
range of services including: (i) administrative services, including accounting
and finance, human resource functions, and purchasing of supplies and equipment;
(ii) access to capital; (iii) marketing and sales; (iv) integrated information
systems; and (v) assistance in identifying best clinical practices
(collectively, "Business Services").
The Company's strategy is to align information, technology and finance for
the benefit of fertility patients, providers, payors and suppliers. The primary
elements of the Company's strategy include: (i) selling additional
FertilityDirect contracts to leading fertility centers in major markets; (ii)
selling Shared Risk Refund Treatment Packages to patients of contracted
fertility centers and managing the risk associated with the programs; (iii)
selling additional Reproductive Science Center Business Service contracts; (iv)
increasing revenues at Reproductive Science Centers; (v) increasing sales of
pharmaceutical products and services; (vi) expanding clinical research
opportunities; and (vii) establishing Internet-based access to patient-specific
information on treatment process and outcomes.
In December 2000, the Company's agreement with the medical center based
Reproductive Science Center was terminated early. The Company received $1.44
million in liquidated damages pursuant to an early termination agreement. The
amount received was recorded as deferred revenue at December 31, 2000, as the
Company had certain transition obligations through December 2001, and
accordingly was amortized ratably into income in 2001. The cost of the
transition obligations incurred was minor.
During 2001 the Company negotiated revised fee structures on all five of
its existing major Reproductive Science Center Business Services Contracts. On
four of these contracts in which Service Fees are comprised of (a) a tiered
percentage of revenue, (b) a fixed percentage of medical practice earnings and
(c) reimbursed cost of services, the Company negotiated lower additional
percentages on the revenue and medical practice earnings components. These lower
fees are to be phased in over an estimated five-year period. The Company
believes that this revised fee structure will be more than offset by growth in
the underlying Medical Practice, and will in turn result in growth in the
Company's aggregate revenues. On the remaining Reproductive Science Center
contract, the Company negotiated higher Service Fees, which are assessed at a
fixed amount each month independent of the Medical Practice's underlying revenue
or earnings.
On April 26, 2002, the Company signed an agreement to supply a complete
range of business, marketing and facility services to the Margate, Florida based
Northwest Center for Infertility and Reproductive Endocrinology ("NCIRE"). Under
the terms of the 15-year agreement, the Company's service fees are comprised of
reimbursed costs of services, a tiered percentage of revenues, and an additional
fixed percentage of NCIRE earnings. The Company has 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 NCIRE and its
patients.
On July 30, 2002, the Company completed a private placement of 220,000
shares of its common stock at $6.25 per share and warrants to purchase 88,000
shares of common stock at an exercise price of $9.00 per share, resulting in
gross proceeds of $1,375,000. The warrants become exercisable commencing January
31, 2003 and expire January 30, 2006.
-9-
The Company seeks to increase the number of patients of the IntegraMed
Network that participate in the Shared Risk Refund Program. The Shared Risk
Refund Program was established at Shady Grove Fertility Reproductive Science
Center ("Shady Grove") - the leading fertility center in the metropolitan
Washington, DC area and a member of the IntegraMed Network. Based on the
experience at Shady Grove, the Company developed an actuarial model that allows
pricing a treatment package to consumers. The Shared Risk Refund Program
consists of a package that includes up to three 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, the Company receives payment
directly from consumers who qualify for the program and pays contracted
fertility centers a defined reimbursement for each treatment cycle performed.
The Company manages the risk 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. Actual results to date have not
varied materially from the estimates used in the actuarial model.
Results of Operations
The following table shows the percentage of revenues represented by various
expense and other income items reflected in the Company's Consolidated Statement
of Operations. Ratios for Revenues, Cost of services incurred and Contribution
for a particular segment are percentages of the related revenues from that
segment only. All other ratios are percentages of Total Revenues.
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2002 2001 2002 2001
------- ------- ------- -------
(unaudited) (unaudited)
Revenues, net
Reproductive Science Center Service Fees ...... 100.0% 100.0% 100.0% 100.0%
Pharmaceutical Sales .......................... 100.0% 100.0% 100.0% 100.0%
Other Revenues ................................ 100.0% 100.0% 100.0% 100.0%
Total Revenues ................................ 100.0% 100.0% 100.0% 100.0%
Costs of services incurred:
Reproductive Science Center costs.............. 84.4% 83.8% 85.0% 83.1%
Pharmaceutical costs .......................... 96.2% 95.7% 96.2% 95.7%
Other costs ................................... 76.1% 94.0% 83.4% 150.0%
Total Costs of services and sales.............. 87.1% 86.4% 87.4% 86.0%
Contribution
Reproductive Science Center contribution ...... 15.6% 16.2% 15.0% 17.0%
Pharmaceutical contribution ................... 3.8% 4.3% 3.8% 4.3%
Other contribution ............................ 23.9% 6.0% 16.6% (50)%
Total contribution ............................ 12.9% 13.6% 12.6% 14.0%
General and administrative expenses ................... 9.5% 9.7% 9.2% 10.1%
Amortization of intangible assets ..................... 1.3% 1.1% 1.2% 1.2%
Interest income ....................................... (0.0)% (0.2)% (0.1)% (0.2)%
Interest expense ...................................... 0.1% 0.3% 0.2% 0.4%
----- ----- ----- -----
Total other expenses .......................... 10.9% 10.9% 10.5% 11.5%
----- ----- ----- -----
Income before income taxes ............................ 2.0% 2.7% 2.1% 2.6%
Provision for income taxes ............................ 0.6% 0.3% 0.7% 0.3%
----- ----- ----- -----
Net income ............................................ 1.4% 2.4% 1.4% 2.3%
===== ===== ===== =====
-10-
Three Months Ended September 30, 2002 Compared to Three Months
Ended September 30, 2001
Revenues, net for the three months ended September 30, 2002 were
approximately $23.6 million as compared to approximately $20.0 million for the
same period in 2001, an increase of 18.1%. Revenues for the Company's
Reproductive Science Centers increased by a net $1.8 million, or 11.7%, from the
third quarter of 2001 to the third quarter of 2002. This increase is principally
attributed to increased patient volume at the various network sites, augmented
in part by the establishment of additional clinical locations at several of the
Company's centers during the fourth quarter of 2001, and the addition of $0.9
million of revenue at the Company's new Florida location in the third quarter of
2002. The revenue increase was partially reduced by the loss of $0.4 million of
revenue related to the termination payment received in 2001 from a
hospital-based center. Revenues for the Company's pharmaceutical division
increased $1.6 million, or 38.2%, from the third quarter of 2001 to the third
quarter of 2002. This increase is due to increased patient participation within
the Company's Fertility Centers as well as expansion of the program to
affiliated clinics within the Company's network. Other revenues increased from
$200,000 in the third quarter of 2001 to $415,000 in the third quarter of 2002,
as a result of a rising revenue stream from the Company's FertilityDirect
program.
Total costs of services as a percentage of revenues increased by 0.7% to
87.1% during the third quarter of 2002 as compared to 86.4% for the third
quarter of 2001 due mainly to the continued increases in volume of lower margin
pharmaceutical goods and the impact of the revised Reproductive Science Center
fee structure, previously discussed.
Costs of services for the Company's Reproductive Science Center division as
a percentage of the related revenue increased from 83.8% in the third quarter of
2001 to 84.4% during the third quarter of 2002 principally due to the revised
fee structure and the fact that the termination payment discussed above for 2001
had very low costs associated with it. Costs of services as a percentage of
related revenue for the Company's pharmaceutical division increased from 95.7%
in the third quarter of 2001 to 96.2% in the third quarter of 2002 due
principally to changes in drug cost rebate programs offered by pharmaceutical
manufacturers in 2002 as compared to 2001. Other costs of services as a
percentage of revenue decreased from 94.0% in the third quarter of 2001 to 76.1%
during the third quarter of 2002, as start-up costs associated with the
Company's FertilityDirect program have decreased.
Total Contribution for the three months ended September 30, 2002 was $3.0
million, up from the $2.7 million reported in the third quarter of 2001, due
principally to the gains mentioned above, partially offset by a $0.3 million
reduction in contribution from the 2001 termination payment.
General and administrative expenses for the third quarters of 2002 and 2001
were $2.2 million and $1.9 million, respectively. As a percentage of revenues,
general and administrative expenses decreased to 9.5% in the third quarter of
2002 from 9.7% in the third quarter of 2001.
Amortization of intangible assets was $304,000 in the third quarter of 2002
as compared to $224,000 in the third quarter of 2001, an increase of 35.7%. This
increase is attributable to the payment of additional business service rights
related to physicians in the Company's Long Island and Shady Grove locations, as
well as to the initiation of the Company's Florida practice during the second
quarter of 2002.
Interest income for the third quarter of 2002 decreased to $21,000 from
$44,000 for the third quarter of 2001 due to lower interest rates earned on
invested cash balances. Interest expense for the third quarter of 2002 decreased
to $40,000 from $61,000 in the third quarter of 2001 principally due to
scheduled debt payments on the Company's term loan.
During the third quarter of 2002, the Company provided for both federal and
state taxes whereas in 2001, only state taxes were provided for. The Company
will not have to pay federal taxes due to net operating loss carry-forwards,
however these loss carry-forwards have been recorded as a deferred tax asset in
the fourth quarter of 2001 and since payment is not made for federal taxes, the
deferred tax asset account is reduced for the amount that would have been paid
if there had been no loss carry-forward. The Company's effective tax rate for
the third quarter of 2001 was approximately 12.2% and the effective tax rate for
the third quarter of 2002 was approximately 32.9%. The 2002 third quarter rate
reflects credits for the reversal of state taxes provided for in prior periods,
which were in excess of actual tax liabilities.
-11-
Net income was $325,000 in the third quarter of 2002 as compared to
$469,000 in the third quarter of 2001, a decrease of 30.7%. This decrease
resulted from the factors discussed above, including the loss of the termination
payment and the higher tax rate.
Nine Months Ended September 30, 2002 Compared to Nine Months
Ended September 30, 2001
Revenues, net for the nine months ended September 30, 2002 were
approximately $65.3 million as compared to approximately $54.7 million for the
same period in 2001, an increase of 19.3%. Revenues for the Company's
Reproductive Science Centers increased $6.6 million, or 15.2%, from the first
nine months of 2001 to the first nine months of 2002. This increase is
attributed to increased patient volume at each of the network sites, facilitated
in part by the establishment of additional clinical locations during the fourth
quarter of 2001, and the addition of the Company's Florida location to its
Business Services division during the second quarter of 2002. Revenues for the
Company's pharmaceutical division increased $3.2 million, or 28.4%, from the
first nine months of 2001 to the same period in 2002 due to increased patient
participation within the Company's Fertility Centers and the expansion of the
program to the Company's affiliated Network sites. Other revenues increased from
$0.3 million to $1.0 million from the first nine months of 2001 to the first
nine months of 2002, as a result of the rising revenue stream from the Company's
FertilityDirect program.
Total costs of services as a percentage of revenues increased by 1.4% to
87.4% during the first nine months of 2002 as compared to 86.0% for the same
period in 2001. Costs of services as a percentage of the related revenue for the
Company's Reproductive Science Center division increased from 83.1% during the
first nine months of 2001 to 85.0% during the same period in 2002. This increase
is attributed substantially to the elimination of the hospital center
termination payment and the impact of the revised fee structure previously
disclosed by the Company. Costs of services as a percentage of the related
revenue for the Company's pharmaceutical division increased 0.5% from 95.7% in
the first nine months of 2001 to 96.2% in the first nine months of 2002
reflecting pricing changes by pharmaceutical manufacturers in 2002. Other costs
of services as a percentage of revenue decreased from 150% during the first nine
months in 2001 to 83.4% for the same period in 2002 reflecting growth in the
Company's FertilityDirect program.
Total Contribution for the nine months ended September 30, 2002 was $8.2
million, an increase of 6.8% from the $7.7 million for the same period in 2001
reflecting volume growth in the Company's Reproductive Science Centers as well
as improvement in contribution from the FertilityDirect program, somewhat offset
by the elimination of $1.0 million in contribution from 2001's termination
payment.
General and administrative expenses for the first nine months of 2002 were
approximately $6.0 million as compared to $5.5 million during the same period in
2001. As a percentage of revenues, general and administrative expenses decreased
to approximately 9.2% in the first nine months of 2002 from approximately 10.1%
in the first nine months of 2001.
Amortization of intangible assets was $780,000 during the first nine months
of 2002 as compared to $665,000 for the same period of 2001, an increase of
17.3%. This increase is attributable to the payment of additional business
service rights related to physicians in the Company's Long Island and Shady
Grove locations, as well as to the initiation of the Company's Florida practice
during the second quarter of 2002.
Interest income for the first nine months of 2002 decreased to $73,000 from
$142,000 for the same period in 2001 due to lower interest rates earned on
invested cash balances. Interest expense for the first nine months of 2002
decreased to $119,000 from $224,000 during the first nine months of 2001
principally due to scheduled debt payments on the Company's term loan.
During the first nine months of 2002, the Company provided for both federal
and state taxes whereas in 2001, only state taxes were provided for. Net
operating loss carry-forwards will shield the Company from substantially all of
it's federal tax burden in 2002. These loss carry-forwards had been recorded as
a deferred tax asset in the fourth quarter of 2001; however, since payment is
not made for federal taxes, the deferred tax asset account is amortized to the
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Company's tax expense for the amount, which would have been paid if there had
been no loss carry-forward. The Company's effective tax rate for the first nine
months of 2001 was approximately 12.7% and was comprised mainly of a provision
for state income taxes. The effective tax rate for the first nine months of 2002
was approximately 33.0% and included an approximate 3.0% provision for state
income taxes (as a result of previous overpayments) and an approximate 30.0%
provision for federal taxes.
Net income was $927,000 for the first nine months of 2002 as compared to
$1.2 million for the same period of 2001. This decrease resulted from the
factors discussed above, principally the elimination of approximately $972,000
of contribution from the 2001 termination payment and the increased tax
provision resulting from amortization of the deferred tax asset.
Liquidity and Capital Resources
Historically, the Company has financed its operations primarily through sales of
equity securities, issuances of notes and internally generated sources. In
addition, the Company has a term loan and revolving line of credit with a
leading bank to provide financing for working capital and business development
purposes. Working capital was $2.0 million as of September 30, 2002 compared to
working capital of $4.2 million as of December 31, 2001. During the first nine
months of 2002, the Company purposely used the majority of the $4.2 million of
working capital it had at December 31, 2001 to fund it's new Florida based
Business Services agreement and Preferred Stock repurchase. The Company is
presently evaluating its debt position and balance sheet leverage options and
may effect changes to each in the future (see concluding paragraph to this
section). As mentioned earlier, the Company sold common shares and warrants in a
private placement in the third quarter of 2002, raising approximately $1.3
million of working capital.
In September 2001, the Company amended its existing credit facility with
Fleet Bank, N.A. The amended facility is comprised of a $7.0 million three-year
working capital revolver, and a continuance of the Company's existing $4.0
million 5.5 year term loan, of which approximately $2.8 million remained
outstanding with a remaining term of approximately 2.5 years as of the date of
the amendment. Availability of borrowings under the working capital revolver are
based on eligible accounts receivable as defined and as of September 30, 2002,
the full amount of the $7.0 million was available as there were no amounts
outstanding under the revolver. As of September 30, 2002, the term loan balance
was $1.5 million. The Fleet credit facility is collateralized by all of the
Company's assets.
The Fleet credit facility limits the amount of capital expenditures during
a twelve-month period. The Company incurred capital expenditures in excess of
the limit and Fleet waived compliance with that section of the loan agreement
for the quarter ended September 30, 2002.
In October 2002, the Company redeemed its remaining 12,251 shares of Series
a Preferred Stock for $10.30 per share plus accumulated dividends. This
redemption frees the Company from its dividend obligation and also provides
additional flexibility for structuring future issues of capital securities.
Contractual obligations and other commitments for 2003, as discussed
below, represent payments on existing debt and leases as well as anticipated
capital improvements. Payment for these commitments and obligations will come
from existing working capital, future expected cashflows and if needed, draw
downs under existing available lines of credit.
From time to time, the Company also reviews various options concerning the
possibility of raising additional long-term financing through the sale of equity
or debt securities in order to fund acquisitions or construct additional medical
practice facilities. These reviews are conducted as part of the ongoing
management of the Company and are not necessarily tied to any specific
acquisition or construction plans.
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Significant Contractual Obligations and Other Commercial Commitments:
The following summarizes the Company's contractual obligations and other
commercial commitments at September 30, 2002, 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
-------------- ---------------- ---------------- ----------- -------------
Long-term debt................ $ 1,683,000 $ 1,183,000 $ 500,000 $ -- $ --
Capital lease obligations..... 76,000 76,000 -- -- --
Operating leases.............. 16,354,000 2,677,000 4,941,000 4,126,000 4,610,000
Capital improvements.......... 7,000,000 7,000,000 _ _
Total contractual cash
obligations............... $25,113,000 $10,936,000 $5,441,000 $4,126,000 $4,610,000
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 $ -- $ --
Total commercial
commitments............... $ 7,000,000 $ -- $7,000,000 $ -- $ --
The Company also has commitments to provide accounts receivable financing
to the Reproductive Science Centers in accordance with its Business Services
agreements. The Company's financing of the Medical Practice's Accounts
Receivable occurs monthly on the 15th of the month following generation of the
receivable. The priority of repayment by the Medical Practice is the
reimbursement of expenses incurred by the Company on their behalf, the fixed
portion of the Business Services fee and finally the variable portion of the
Business Services fee. The Company is responsible for the collection of
receivables, which are financed with full recourse. The Company has 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, the Company could draw on its existing working capital
line of credit. The Company does not as a general course make advances to the
Medical Practices other than for the payment of expenses on behalf of the
Medical Practice for which the Company is reimbursed in the short-term and are
collateralized by the Medical Practice's Accounts Receivable. The Company has no
other funding commitments to the Medical Practices.
New Accounting Standards
Financial Accounting Standards 145 --
This statement rescinds FASB Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that Statement, FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets
of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for
Leases, to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The Company does not
believe the adoption of SFAS 145 will have a significant impact on its financial
statements.
-14-
Financial Accounting Standard 146 --
This Statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The Company does not believe the adoption
of SFAS 146 will have a significant impact on its financial statements.
Financial Accounting Standard 147 --
FASB Statement No. 72, Accounting for Certain Acquisitions of Banking or
Thrift Institutions, and FASB Interpretation No. 9, Applying APB Opinions No. 16
and 17 When a Savings and Loan Association or a Similar Institution Is Acquired
in a Business Combination Accounted for by the Purchase Method, provided
interpretive guidance on the application of the purchase method to acquisitions
of financial institutions. Except for transactions between two or more mutual
enterprises, this Statement removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with FASB Statements No. 141,
Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Thus,
the requirement in paragraph 5 of Statement 72 to recognize (and subsequently
amortize) any excess of the fair value of liabilities assumed over the fair
value of tangible and identifiable intangible assets acquired as an
unidentifiable intangible asset no longer applies to acquisitions within the
scope of this Statement. In addition, this Statement amends FASB Statement No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, to include
in its scope long-term customer-relationship intangible assets of financial
institutions such as depositor- and borrower-relationship intangible assets and
credit cardholder intangible assets. Consequently, those intangible assets are
subject to the same undiscounted cash flow recoverability test and impairment
loss recognition and measurement provisions that Statement 144 requires for
other long-lived assets that are held and used. The Company does not believe the
adoption of SFAS 147 will have a significant impact on its financial statements.
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
involve 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 business service agreements, including the Company's ability to raise
additional debt and/or equity capital to finance future growth, the loss of
significant business service agreement(s), the profitability or lack thereof at
Reproductive Science Centers serviced by the Company, increases in overhead due
to expansion, the exclusion of infertility and ART services from insurance
coverage, government laws and regulations regarding health care, changes in
managed care contracting, the timely development of and acceptance of new
infertility, ART and/or genetic technologies and techniques.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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-14(c) and 15d-14(c) under the Exchange Act)
as of a date (the "Evaluation Date") within 90 days prior to the filing date of
this report. 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.
-15-
(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.
-16-
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 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 Company has
meritorious defenses to the claims, and based on opinion of
counsel, believes that the likelihood of the suit having a
material adverse effect on the financial position, results
of operations or the cash flows of the Company is remote.
Item 2. Changes in Securities and Use of Proceeds.
On July 30, 2002, the Company completed a private placement
of 220,000 shares of its common stock at $6.25 per share
and warrants to purchase 88,000 shares of common stock at
an exercise price of $9.00 per share, resulting in gross
proceeds of $1,375,000. The warrants become exercisable
commencing January 31, 2003 and expire January 30, 2006.
The securities were sold in a private placement in reliance
on Regulation D under the Securities Act of 1933. H.C.
Wainwright & Co. acted as placement agent for the private
placement and received a cash fee of $33,750 and warrants
to purchase 17,600 shares of common stock at an exercise
price of $6.25 per share.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
See Index to Exhibits on Page 21.
-17-
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: November 13, 2002 by: /s/ John W. Hlywak, Jr
------------------
John W. Hlywak, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
-18-
CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerardo Canet, certify that:
1. I have reviewed this quarterly report on Form 10-Q of IntegraMed
America, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
November 13, 2002 By: /s/Gerardo Canet
---------------------------
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CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John W. Hlywak, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of IntegraMed
America, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
d. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
e. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
November 13, 2002 By: /s/John W. Hlywak, Jr
------------------------
-20-
Exhibit
Number Exhibit
10.113(h) -- Amendment to Amended and Restated Loan Agreement between
IntegraMed America, Inc. and Fleet National Bank dated
September 20, 2002.
10.118(a) -- Amendment No. 1 to Service Agreement between IntegraMed
America, Inc., and Northwest Center for Infertility and
Reproductive Endocrinology dated June 14, 2002
99.19 -- Registrant's Press Release dated October 25, 2002. (1)
99.20 -- Registrant's Press Release dated October 30, 2002. (2)
99.21 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Sections 906 of the Sarbanes Oxley Act of 2002
dated November 13, 2002.
99.22 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Sections 906 of the Sarbanes Oxley Act of 2002
dated November 13, 2002.
-----------------------------------------------
(1) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated October 28, 2002, which was filed erroneously as
Exhibit 99.17.
(2) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated October 31, 2002, which was filed erroneously as
Exhibit 99.18.
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