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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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File 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)
Two Manhattanville Road 10577
Purchase, New York (Zip code)
(Address of principal executive offices)
(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, 2003 was 3,444,766.
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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, 2003 and
December 31, 2002...........................................3
Consolidated Statements of Income for the three and
six-month periods ended June 30, 2003 and 2002 .............4
Consolidated Statements of Cash Flows for the six-month
periods ended June 30, 2003 and 2002 .......................5
Notes to Consolidated Financial Statements .................6-11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................12-18
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......19
Item 4. Controls and Procedures..........................................19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................20
Item 2. Changes in Securities............................................20
Item 3. Defaults upon Senior Securities..................................20
Item 4. Submission of Matters to a Vote of Security Holders.........20 - 21
Item 5. Other Information................................................21
Item 6. Exhibits and Reports on Form 8-K.................................21
SIGNATURES....................................................................22
CERTIFICATIONs PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 are presented as Exhibits 31.1 and 31.2
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,
2003 2002
-------- ------------
(unaudited)
Current assets:
Cash and cash equivalents ................................................... $ 8,130 $ 8,693
Due from Medical Practices, net ............................................. 8,825 5,297
Pharmaceutical sales accounts receivable .................................... 1,549 1,637
Prepaids and other current assets ............................................ 2,519 2,888
-------- --------
Total current assets .................................................... 21,023 18,515
Fixed assets, net ........................................................... 4,875 5,141
Exclusive Service Rights, Net ............................................... 18,819 19,529
Deferred taxes .............................................................. 3,695 3,980
Other assets ................................................................ 329 279
-------- --------
Total assets ............................................................ $ 48,741 $ 47,444
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................ $ 575 $ 823
Accrued liabilities ......................................................... 6,021 6,446
Current portion of long-term notes payable and other obligations ............ 811 1,099
Patient deposits ............................................................ 8,759 7,208
-------- --------
Total current liabilities ............................................... 16,166 15,576
-------- --------
Long-term notes payable and other obligations ................................. -- 311
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common Stock, $.01 par value - 50,000,000 shares authorized in 2003 and 2002;
and 3,529,011 and 3,353,884 shares issued in 2003 and 2002, respectively .. 34 34
Preferred Stock, $1.00 Par value, Series A Cumulative, 0 shares outstanding . -- --
Capital in excess of par .................................................... 47,684 47,183
Accumulated deficit ......................................................... (15,143) (15,660)
-------- --------
Total stockholders' equity .............................................. 32,575 31,557
-------- --------
Total liabilities and stockholders' equity .............................. $ 48,741 $ 47,444
======== ========
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,
------------------- -----------------
2003 2002 2003 2002
------ ------- ------ ------
(unaudited) (unaudited)
Revenues, net:
FertilityPartners Service Fees .................... $ 19,397 $ 16,331 $ 37,771 $ 31,932
Pharmaceutical sales .............................. 4,431 4,444 9,293 8,663
FertilityDirect revenues .......................... 673 396 1,147 627
-------- -------- -------- --------
Total revenues ................................. 24,501 21,171 48,211 41,222
Cost of services and sales:
FertilityPartners Service Fees .................... 16,759 14,069 33,124 27,661
Pharmaceutical costs .............................. 4,318 4,278 9,060 8,336
FertilityDirect costs ............................. 466 433 756 553
-------- -------- -------- --------
Total costs of services and sales .............. 21,543 18,780 42,940 36,550
-------- -------- -------- --------
Contribution:
FertilityPartners Service Fees .................... 2,638 2,262 4,647 4,271
Pharmaceutical contribution ....................... 113 166 233 327
FertilityDirect contribution ...................... 207 (37) 391 74
-------- -------- -------- --------
Total contribution .............................. 2,958 2,391 5,271 4,672
-------- -------- -------- --------
General and administrative expenses .................. 2,350 1,943 4,435 3,746
Interest income ...................................... (22) (14) (44) (52)
Interest expense ..................................... 13 41 32 79
-------- -------- -------- --------
Total other expenses .............................. 2,341 1,970 4,423 3,773
-------- -------- -------- --------
Income before income taxes ........................... 617 421 848 899
Income tax provision ................................. 240 111 331 297
-------- -------- -------- --------
Net income ........................................... $ 377 $ 310 $ 517 $ 602
Less: Dividends paid and/or accrued on Preferred Stock -- 33 -- 66
-------- -------- -------- --------
Net income applicable to Common Stock ................ $ 377 $ 277 $ 517 $ 536
======== ======== ======== ========
Basic earnings per share of Common Stock ............. $ 0.11 $ 0.09 $ 0.15 $ 0.17
======== ======== ======== ========
Diluted earnings per share of Common Stock ........... $ 0.11 $ 0.08 $ 0.15 $ 0.16
======== ======== ======== ========
Weighted average shares - basic ...................... 3,392 3,096 3,374 3,079
======== ======== ======== ========
Weighted average shares - diluted .................... 3,535 3,485 3,530 3,372
======== ======== ======== ========
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,
------------------
2003 2002
------ ------
(unaudited)
Cash flows from operating activities:
Net income .................................................. $ 517 $ 602
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ............................. 1,679 1,335
Issuance of Restricted Stock .............................. 394 112
Change in assets and liabilities--
Decrease (increase) in assets:
Due from Medical Practices ............................. (3,528) (650)
Pharmaceutical sales accounts receivable ............... 88 (1,892)
Prepaids and other current assets ...................... 653 (38)
Other assets ........................................... (50) 618
Increase (decrease) in liabilities:
Accounts payable ...................................... (248) 661
Accrued liabilities ................................... (425) (558)
Patient deposits ...................................... 1,551 1,767
------- -------
Net cash provided by operating activities ...................... 631 1,957
Cash flows used in investing activities:
Payment for Exclusive Service Rights ...................... (27) (3,440)
Proceeds from sale of fixed assets ........................ 380 --
Proceeds from sale of intangible assets ................... 136 --
Purchase of fixed assets and leasehold improvements ....... (1,192) (1,252)
------- -------
Net cash used in investing activities .......................... (703) (4,692)
Cash flows used in financing activities:
Principal repayments on debt .............................. (561) (500)
Principal repayments under capital lease obligations ...... (38) (72)
Proceeds from exercise of Common Stock Warrants and options 108 70
Repurchase of preferred stock ............................. -- (1,519)
Dividends paid on Convertible Preferred Stock ............. -- (66)
------- -------
Net cash used in financing activities .......................... (491) (2,087)
------- -------
Net change in cash ............................................. (563) (4,822)
Cash at beginning of period .................................... 8,693 8,505
------- -------
Cash at end of period .......................................... $ 8,130 $ 3,683
======= =======
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, 2003, 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, 2003. 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, 2002.
On November 25, 2002, the Company announced the ending of its
FertilityPartners agreement with Reproductive Science Associates of New York
("RSA of New York"). This agreement was scheduled to end on November 15, 2003.
RSA of New York serves the Long Island market and the Company's related revenues
for the four quarterly periods ending prior to the announcement were $9.1
million. The program had a contribution of $750,000 for the same period. At the
time of the announcement, the Company evaluated its exclusive business rights
asset associated with RSA of New York and reduced that asset to its realizable
value by adjusting the asset downward by $350,000. Based upon subsequent
discussions with representatives from RSA of New York, the Company terminated
its FertilityPartners agreement effective June 30, 2003. In consideration for
the earlier contract termination, the Company recognized as revenue a one-time
termination payment of approximately $320,000, and related costs of
approximately $82,000, in the second quarter of 2003. The Company will continue
an ongoing relationship with this medical practice under its FertilityDirect
program.
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, 2003
and 2002 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,
------------------- -----------------
2003 2002 2003 2002
------ ------- ------ -------
Numerator
Net Income ................................... $ 377 $ 310 $ 517 $ 602
Less: Preferred stock dividends .............. -- (33) -- (66)
------- ------- ------- -------
Income applicable to Common Stock ............ 377 277 517 536
Denominator
Weighted average shares outstanding .......... 3,392 3,096 3,374 3079
Effect of dilutive options and warrants ...... 143 389 156 293
------- ------- ------- -------
Weighted average shares and dilutive potential
Common shares ................................ 3,535 3,485 3,530 3,372
Basic EPS .................................... $ 0.11 $ 0.09 $ 0.15 $ 0.17
======= ======= ======= =======
Diluted EPS .................................. $ 0.11 $ 0.08 $ 0.15 $ 0.16
======= ======= ======= =======
6
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
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 antidilutive. For the three- and six-month
periods ended June 30, 2002, the effect of the assumed exercise of options to
purchase approximately 32,500 shares of Common Stock at exercise prices of $8.57
per share was 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, thereby causing these options 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 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, 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
7
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the three months ended June 30, 2002
Revenues...................................... $ -- $16,727 $4,444 $21,171
Cost of services.............................. -- 14,502 4,278 18,780
------- ------- ------ -------
Contribution.................................. -- 2,225 166 2,391
General and administrative costs.............. 1,943
Interest, net................................. 27
--------
Income before income taxes.................... $ 421
=======
Depreciation expense included above........... 77 373 -- 450
Capital expenditures.......................... 27 678 -- 705
Total assets.................................. 7,568 34,238 3,312 45,118
For the six months ended June 30, 2002
Revenues...................................... $ -- $32,558 $8,664 $41,222
Cost of services.............................. -- 28,214 8,336 36,550
------- ------- ------ -------
Contribution.................................. -- 4,344 328 4,672
General and administrative costs.............. 3,746
Interest, net................................. 27
-------
Income before income taxes.................... $ 899
=======
Depreciation expense included above........... 860
Capital expenditures.......................... 130 1,122 -- 1,252
Total assets.................................. 7,568 34,238 3,312 45,118
NOTE 4 -- STOCK-BASED EMPLOYEE COMPENSATION:
At June 30, 2003, 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. The Company accounts
for these plans under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related Interpretations.
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. The following table
illustrates the effect on net income and earnings per share as if the Company
had applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
(000's omitted, except per share amounts).
8
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ -----------------
2003 2002 2003 2002
------ -------- ------- ------
Net Income, as reported ........................ $377 $310 $517 $602
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects ..... (83) (76) (167) (152)
Pro forma net income ........................... 294 234 350 450
Earnings per share:
Basic-as reported ......................... .11 .09 .15 .17
Basic-pro forma ........................... .09 .08 .10 .15
Diluted-as reported ....................... .11 .08 .15 .16
Diluted-pro forma ......................... .08 .07 .10 .13
Assumptions used to calculate pro forma values include:
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ ----------------
2003 2002 2003 2002
------ ----- ---- ------
Weighted average fair value of options granted..... 3.86 4.79 3.86 4.56
Dividend yield..................................... 0.00% 0.00% 0.00% 0.00%
Volatility......................................... 75.30% 75.30% 75.30% 75.30%
Risk free rate..................................... 0.50% 1.06% 0.50% 1.06%
Expected term...................................... 10 yrs 10 yrs 10 yrs 10yrs
NOTE 5 -- RECLASSIFICATIONS
Certain amounts in the prior year financial statements and related notes
have been reclassified to conform to the current period presentation.
NOTE 6 -- NOTES PAYABLE
Due to the continued expansion of the FertilityPartners centers, the
Company exceeded the capital spending threshold as defined in one restrictive
covenant, of its then existing credit facility, during the second quarter of
2003, and obtained the required waiver effective June 30, 2003.
NOTE 7 - SUBSEQUENT EVENT
On July 31, 2003, 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 $5.75 million three-year term loan, of which
approximately $0.75 million was used to repay the remaining outstanding balance
of the previous credit facility. Each component bears interest by reference to
Fleet's prime rate or LIBOR, at the Company's option, plus a margin, which is
dependent upon a leverage test, ranging from 2.00% to 2.50% in the case of
LIBOR-based loans. Prime based loans are made at Fleet Bank's prime rate and do
9
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 July 31, 2003, under the working capital revolver,
there were no amounts outstanding and the full amount of $7.0 million was
available. The Fleet credit facility is collateralized by all of the Company's
assets.
NOTE 8- LITIGATION
In June 2002, the Company was served with a complaint, captioned WIN
Fertility, 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 flow
of the Company is remote.
On June 6, 2003 the Company filed a lawsuit against Pediatric Physician
Alliance, Inc. and its parent company, Integrated Physician Solutions, in the
United States District Court for the District of New Jersey asserting, among
other things, that the defendants, long after the Company's adoption and use of
the INTEGRAMED and INTEGRAMED AMERICA(R) trademarks, began using the mark
INTEGRIMED in connection with the sale, offering for sale, distribution and
advertising of business management and consultation services for office-based
medical practices and organizations in the field of health care. The Company is
also asserting, in the lawsuit, that the defendants' use of the IntegriMed mark
is a colorable imitation of the Company's registered mark INTEGRAMED AMERICA and
is likely to cause confusion, or to cause mistake, or to deceive, in violation
of the Lanham Act. The Company is seeking relief against defendants, among other
things, declaring that the defendants have infringed the Company's trademarks,
enjoining defendants from using the IntegriMed mark, and compensatory and
punitive damages.
There are other minor legal proceedings to which the Company is a party. In
the Company's opinion, the claims asserted and the outcome of such proceedings
will not have a material adverse effect on the financial position, results of
operations or the cash flow of the Company.
NOTE 9 -- RECENT ACCOUNTING STANDARDS
Financial Accounting Standards Board Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51
On January 17, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB Interpretation No. 46 (FIN 46 or the "Interpretation"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
The primary objective of the Interpretation is to provide guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
variable-interest entities (VIEs). FIN 46 is effective for VIE's which are
created after January 31, 2003 and for all VIE's for the first fiscal year or
interim period beginning after June 15, 2003. The Company does not believe the
adoption of FIN 46 will have an impact on its financial statements.
10
Statement of Financial Accounting Standards No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities
In April, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB 149 which amends Statements No. 133, Accounting for
Derivative Instruments and Hedging Activities, and No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities, and establishes
accounting and reporting standards for derivative instruments including
derivatives embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. The Company does not believe the
adoption of FASB 149 will have an impact on its financial statements.
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
In May 2003 the Board issued FASB 150, which establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were previously
classified as equity. Some of the provisions of this Statement are consistent
with the current definition of liabilities in FASB Concepts Statement No. 6,
Elements of Financial Statements. The remaining provisions of this Statement are
consistent with the Board's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own equity shares, depending on the nature of the relationship established
between the holder and the issuer. The Company does not believe the adoption of
FASB 150 will have an impact on its financial statements.
11
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, 2002.
The Company offers products and services to patients, providers, and payers
in the fertility industry. The IntegraMed Network is comprised of twenty-three
fertility centers in major markets across the United States, a pharmaceutical
subsidiary, a financing subsidiary, the Council of Physicians and Scientists and
a leading fertility portal (www.integramed.com). Eighteen fertility centers have
access to the Company's FertilityDirect program. Five of the fertility centers
are designated as "FertilityPartners" 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 and servicing and financing of patient accounts
receivable; (iii) marketing and sales; (iv) integrated information systems; and
(v) assistance in identifying best clinical practices.
The Company's strategy is to align information, technology and finance for
the benefit of fertility patients, providers, and payers. The primary elements
of the Company's strategy include: (i) expanding the IntegraMed Provider Network
into new major markets; (ii) increasing the number and value of service packages
purchased by fertility centers that are members of the IntegraMed Provider
Network; (iii) entering into additional FertilityPartners(TM) contracts; (iv)
increasing revenues at FertilityPartners centers; (v) increasing the number of
Shared Risk Refund treatment packages sold to patients of contracted fertility
centers 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.
The strategy is complemented by our approach of focused diversification. We
have segmented the fertility market into providers and consumers. We offer
services to the provider segment focused on improving clinical and financial
results. We also offer products and services to consumers that improve access to
treatment. All of the product and service offerings are synergistic, each
customer segment complementing the other.
The strategy requires the Company to: (a) stay focused on the fertility
industry; (b) provide exceptional customer service; (c) deliver premium services
to obtain premium prices; (d) develop and maintain standardized products and
services along with a scalable infrastructure; and (e) take advantage of the
potential of consumer pull-through with direct-to-consumer investment.
During 2001, the Company negotiated revised fee structures on four of its
then existing major FertilityPartners business services contracts. On these
contracts, 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 fertility
centers, and will in turn result in growth in the Company's aggregate revenues.
On April 26, 2002, the Company signed an agreement to supply a complete
range of business, marketing and facility services to the Northwest Center for
Infertility and Reproductive Endocrinology ("NCIRE") located in Margate,
Florida. Under the terms of the 15-year agreement, the Company's service fees
are comprised of (a) reimbursed costs of services, (b) a tiered percentage of
revenues, and (c) an additional fixed percentage of NCIRE earnings. The Company
has committed up to $2 million to fund the development of and to equip a new
state-of-the-art facility to house the clinical practice and embryology
laboratory for NCIRE and its patients.
On November 25, 2002, the Company announced the ending of its
FertilityPartners agreement with Reproductive Science Associates of New York
("RSA of New York"). This agreement was scheduled to end on November 15, 2003.
RSA of New York serves the Long Island market and the Company's related revenues
and contribution were: $8,800,000 and $519,000 for the full 2002 year;
$2,185,000 and $215,000 for the first quarter of 2003; and $4,783,000 and
$671,000 for the first six months of 2003. At the time of the announcement, the
12
Company evaluated its exclusive business rights asset associated with RSA of New
York and reduced that asset to its realizable value by adjusting the asset
downward by $350,000. Based upon subsequent discussions with representatives
from RSA of New York, the Company terminated its FertilityPartners agreement
effective June 30, 2003. In consideration for the earlier contract termination,
the Company recognized as revenue a one-time termination payment of
approximately $320,000, and related costs of approximately $82,000, in the
second quarter of 2003. The Company will continue an ongoing relationship with
this medical practice under its FertilityDirect program.
The Company seeks to increase the number of patients in the IntegraMed
Network that participate in the Shared Risk Refund Program. The Shared Risk
Refund Program was established at Shady Grove Fertility Partners ("Shady Grove")
- the leading fertility center in the metropolitan Washington, DC area and a
member of the IntegraMed Provider 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 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. 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 six-month period
ended June 30, ended June 30,
------------------ -----------------
2003 2002 2003 2002
------ ------ ------ -------
(unaudited)
Revenues, net
FertilityPartners Service Fees.................. 79.2% 77.1% 78.3% 77.5%
Pharmaceutical Sales............................ 18.1% 21.0% 19.3% 21.0%
FertilityDirect Revenues........................ 2.7% 1.9% 2.4% 1.5%
Total Revenues.................................. 100.0% 100.0% 100.0% 100.0%
Costs of services incurred:
FertilityPartners costs......................... 68.4% 66.5% 68.7% 67.2%
Pharmaceutical costs............................ 17.6% 20.2% 18.8% 20.2%
FertilityDirect costs........................... 1.9% 2.0% 1.6% 1.3%
Total Costs of services and sales............... 87.9% 88.7% 89.1% 88.7%
Contribution
FertilityPartners contribution.................. 10.8% 10.6% 9.6% 10.3%
Pharmaceutical contribution..................... 0.5% 0.8% 0.5% 0.8%
FertilityDirect contribution.................... 0.8% (0.1)% 0.8% 0.2%
Total contribution.............................. 12.1% 11.3% 10.9% 11.3%
13
General and administrative expenses............... 9.6% 9.2% 9.2% 9.1%
Interest income................................... (0.1)% (0.1)% (0.1)% (0.1)%
Interest expense.................................. 0.1% 0.2% 0.1% 0.2%
Total other expenses......................... 9.6% 9.3% 9.2% 9.2%
Income before income taxes........................ 2.5% 2.0% 1.7% 2.1%
Provision for income taxes........................ 1.0% 0.5% 0.6% 0.7%
Net income........................................ 1.5% 1.5% 1.1% 1.4%
Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002
Revenues for the three months ended June 30, 2003 increased 15.7% from the
same period in 2002. The major factors contributing to this growth were:
(i) FertilityPartners service fees increased approximately 18.7%
between the second quarters of 2002 and 2003. This revenue
growth resulted from an increase in new patient visits at the
Company's core FertilityPartners locations and the inclusion of
the previously mentioned termination payment from the Company's
New York based FertilityPartners agreement. The Company also
benefited from the inclusion of a full quarter of revenues from
its Margate, Florida, based FertilityPartner location as second
quarter revenues in 2002 were for a partial period.
(ii) Pharmaceutical sales were essentially unchanged between the
second quarters of 2002 and 2003. While the volume of
pharmaceutical products shipped increased, these gains were
largely offset by lower health insurance reimbursement rates at
some of the Company's core locations.
(iii) Fertility Direct revenues, comprised primarily of the Company's
Shared Risk Refund Program and Network member Affiliate Fees,
increased 70.0%. This increase was the result of the Company's
previously disclosed commitment to focus its marketing efforts
on increasing new affiliate membership and patient volume within
its Shared Risk Refund Program.
As a percentage of revenues, contribution increased from 11.3% in the
second quarter of 2002, to 12.1% in the second quarter of 2003. The following
factors contributed to this change:
(i) Contribution from our FertilityPartners product line declined to
13.6% for the second quarter of 2003 vs. 13.9% for the same
period in 2002, despite strong revenue growth. While this margin
was a significant improvement over the 10.9% earned in the first
quarter of 2003, the early part of the second quarter continued
to reflect some of the ongoing economic weaknesses that plagued
first quarter results. With new patient visits remaining strong
throughout the second quarter, the Company anticipates treatment
plans for these patients to translate into continuing improving
margins in the third quarter.
(ii) The Company's pharmaceutical contribution experienced a decline
to 2.6% in the second quarter of 2003 from 3.7% in the second
quarter of 2002. Pharmaceutical sales are directly related to
the number of patients seeking infertility treatment, and
contribution is highly dependent on payor mix and manufacturer's
prices. Price increases by one major pharmaceutical
manufacturer, coupled with lower reimbursement rates at some of
the Company's network sites accounted for the lower
pharmaceutical contribution in the second quarter.
(iii) The Company's FertilityDirect program, comprised primarily of
its Shared Risk Refund Program and Network members Affiliate
Fees, generated a contribution of $207,000 in the second quarter
of 2003, relative to a small start-up loss in the same period of
2002. This favorable increase was the result of favorable
pregnancy rates within the Shared Risk Refund Program, growing
Affiliate Fees associated with the Company's expanding network
and increased market awareness of the advantages of the Shared
Risk Refund program to infertile couples.
14
General and administrative expenses increased from $1.9 million in the
second quarter of 2002 to $2.4 million in the second quarter of 2003 as a result
of additional marketing and support costs incurred to promote Network growth.
The Company anticipates maintaining general and administrative costs at the 2003
level as it continues to invest in the development of its expanding Network.
Interest income increased from $14,000 to $22,000, mostly as a result of
interest earned on advances within the FertilityPartner network, and earnings on
increased cash balances. Interest expense declined in line with the Company's
lower debt balances resulting from scheduled debt repayments on the Company's
outstanding debt.
Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
Revenues for the six months ended June 30, 2003 increased 17.0% from the
same period in 2002. The major factors contributing to this growth were:
(i) FertilityPartners service fees increased approximately 18.3%
between the first six months of 2002 and 2003. This additional
revenue resulted from an increase in new patient visits at all
of the Company's core FertilityPartners locations, the inclusion
of the Company's Margate, Florida based FertilityPartner
location for a full six months in 2003 and the inclusion of the
previously mentioned termination payment from the Company's New
York based FertilityPartners agreement.
(ii) Pharmaceutical sales increased 7.3% between the first six months
of 2002 and 2003. This increase, while below the Company's
expectations, was the result of increased patient volume within
the IntegraMed provider network as well as increased penetration
and participation among the Company's expanding Affiliate
members.
(iii) FertilityDirect revenues, comprised primarily of the Company's
Shared Risk Refund Program and Network member Affiliate Fees,
increased 82.9%. This increase is a direct result of the
Company's commitment to focus its marketing efforts on direct to
consumer marketing and to drive new patient volume within the
Network.
As a percentage of revenues, contribution was 10.9% for the first six
months of 2003, versus 11.3% in the same period of 2002. The following factors
contributed to this change:
(i) FertilityPartners contribution declined slightly to 12.3%, from
13.3%, between the first six months of 2003 and 2002
respectively. Despite an improved second quarter, the Company's
results for the first six months continue to reflect the impact
of a slowly growing economy and the uncertain political
environment. Despite these external factors, which were
primarily felt in the first quarter, the Company has been able
to continue to increase same center growth and contribution,
throughout its Network, to compensate for previously disclosed
reductions in its fee structure.
(ii) Pharmaceutical contribution declined to 2.5% during the first
six months of 2003 compared to 3.8% for the same period in 2002.
This decline in contribution is directly related to reduced
insurance reimbursement rates on specific pharmaceutical
products at some of the Company's Network locations.
(iii) Contribution from the FertilityDirect product suite increased to
$391,000, or 34.1%, for the first six months of 2003 from
$74,000, or 11.8%, from the corresponding period in 2002.This
increased performance resulted from the Company's previously
announced efforts to expand its base of affiliated fertility
clinics and to adopt a direct to consumer marketing orientation
for its Shared Risk Refund program.
15
General and administrative expenses increased from $3.7 million in the
first six months of 2002 to $4.4 million in the first six months of 2003 as a
result of additional marketing and support costs incurred to promote Network
growth. The Company anticipates maintaining general and administrative costs at
this level as it continues to invest in the development of its expanding
Network.
Interest income decreased from $52,000 to $44,000, mostly as a result of
lower rates of interest earned on advances within the FertilityPartner network,
and cash balances. Interest expense declined in line with the Company's lower
debt balances resulting from scheduled debt repayments on the Company's
outstanding debt.
Liquidity and Capital Resources
Historically, the Company has financed its operations by the sale of equity
securities, issuance of notes and internally generated resources. In addition,
the Company also uses bank financing for working capital and business
development. The Company's working capital increased during the second quarter
of 2003 to $4.9, million as of June 30, 2003, up from $2.9 million as of
December 31, 2002. The Company believes that working capital and, specifically,
cash and cash equivalents remain at adequate levels to fund the Company's
operations. As of June 30, 2003, the Company did not have any significant
purchase commitments for the acquisition of fixed assets, however, it has
budgeted upcoming capital expenditures of approximately $8.1 million for the
balance of 2003 and early 2004. These expenditures are primarily related to the
expansion of the Company's FertilityPartners centers . The Company believes that
the cash flows from its operations plus its credit facility and new term loan
(see below) will be sufficient to provide for its future liquidity needs for the
next twelve months.
Subsequent to June 30, 2003, the Company entered into a revised credit
facility with Fleet Bank, N.A. Under the terms of this new credit facility, the
Company has renewed its $7.0 million three-year working capital revolver and
obtained a $5.75 million term loan of which $750,000 will be used to repay its
outstanding term loan under the previous credit agreement. This revised credit
facility also contains restrictive covenants and is collateralized by all of the
Company's assets. The Company is also continuously reviewing its credit
agreement and may renew, revise or enter into new agreements from time to time
as deemed necessary.
Due to the continued expansion of the FertilityPartners centers, the Company
exceeded the capital spending threshold as defined in one restrictive covenant,
of its then existing credit facility, for the second quarter of 2003, and
obtained the required waiver effective June 30, 2003.
Significant Contractual Obligations and Other Commercial Commitments:
The following summarizes the Company's contractual obligations and other
commercial commitments at June 30, 2003, 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................. $ 811,000 $ 811,000 $ -- $ -- $ --
Operating leases.............. 28,583,000 3,338,000 10,564,000 6,271,000 8,410,000
---------- --------- ---------- --------- ---------
Total contractual cash
Obligations............... $29,394,000 $4,149,000 $10,564,000 $6,271,000 $8,410,000
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 $ -- $ --
16
The Company also has commitments to provide accounts receivable financing
under its FertilityPartners agreements. The Company's 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 the Company has 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.
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 makes payments on behalf of the FertilityPartners for which
it is reimbursed in the short-term. Other than these payments, as a general
course, the Company does not make other advances to the medical practice. The
Company has no other funding commitments to the FertilityPartners.
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, 2002, none
of those policies have changed, nor have any been added.
Recently issued accounting standards are summarized below:
Financial Accounting Standards Board Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51
On January 17, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB Interpretation No. 46 (FIN 46 or the "Interpretation"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
The primary objective of the Interpretation is to provide guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
variable-interest entities (VIEs). FIN 46 is effective for VIE's which are
created after January 31, 2003 and for all VIE's for the first fiscal year or
interim period beginning after June 15, 2003. The Company does not believe the
adoption of FIN 46 will have an impact on its financial statements.
Statement of Financial Accounting Standards No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities
In April, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB 149 which amends Statements No. 133, Accounting for
Derivative Instruments and Hedging Activities, and No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities, and establishes
accounting and reporting standards for derivative instruments including
derivatives embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. The Company does not believe the
adoption of FASB 149 will have an impact on its financial statements.
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
In May 2003 the Board issued FASB 150, which establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were previously
17
classified as equity. Some of the provisions of this Statement are consistent
with the current definition of liabilities in FASB Concepts Statement No. 6,
Elements of Financial Statements. The remaining provisions of this Statement are
consistent with the Board's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own equity shares, depending on the nature of the relationship established
between the holder and the issuer. The Company does not believe the adoption of
FASB 150 will have an 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
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.
18
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-15 under the Exchange Act) as of June 30,
2003 (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.
19
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
On June 6, 2003 the Company filed a lawsuit against
Pediatric Physician Alliance, Inc. and its parent company,
Integrated Physician Solutions, in the United States
District Court for the District of New Jersey asserting,
among other things, that the defendants, long after the
Company's adoption and use of the INTEGRAMED and INTEGRAMED
AMERICA(R) trademarks, began using the mark INTEGRIMED in
connection with the sale, offering for sale, distribution
and advertising of business management and consultation
services for office-based medical practices and
organizations in the field of health care. The Company is
also asserting, in the lawsuit, that the defendants' use of
the IntegriMed mark is a colorable imitation of the
Company's registered mark INTEGRAMED AMERICA and is likely
to cause confusion, or to cause mistake, or to deceive, in
violation of the Lanham Act. The Company is seeking relief
against defendants, among other things, declaring that the
defendants have infringed the Company's trademarks,
enjoining defendants from using the IntegriMed mark, and
compensatory and punitive damages.
Item 2. Changes in Securities and Use of Proceeds.
On June 4, 2003, the Company issued 22,760 shares of its
Common Stock to be held as treasury shares. These shares
represented shares certain officers paid to the Company for
the withholding of taxes on a stock grant issued in 2003.
The Company anticipates selling these shares as market
conditions warrant.
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 21, 2003, the following
matters were acted upon by the Stockholders with the indicated votes
thereon:
Proposal 1- Election of Directors
Director For Against
-------- --- -------
Gerardo Canet 2,752,403 285,385
Michael J. Levy, M.D. 2,700,613 337,175
Sarason D. Liebler 2,700,613 337,175
Aaron S. Lifchez, M.D. 2,752,413 285,375
Wayne R. Moon 2,758,613 279,175
Lawrence J. Stuesser 2,810,413 227,375
Elizabeth E. Tallett 2,758,613 279,175
Proposal 2- Amendment of 2000 Long-Term Compensation Plan increasing the
number of shares authorized for issuance under the Plan from 600,000 to
800,000 shares.
For Against Abstentions Broker Non-Votes
--- ------- ----------- ----------------
1,328,501 421,192 27,515 1,262,109
20
Proposal 3- Amendment of 2000 Long-Term Compensation Plan providing for an
annual automatic increase in the number of shares authorized for issuance
under the Plan.
For Against Abstentions Broker Non-Votes
--- ------- ----------- ----------------
1,306,151 442,013 27,515 1,262,109
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits on Page 23.
(b) Reports on Form 8-K
For the quarter ended June 30, 2003, Registrant filed
Form 8-K's dated April 28, 2003 and May 6, 2003.
Subsequent to June 30, 2003, Registrant filed Form 8-K's
dated July 14, 2003, July 15, 2003, August 7, 2003 and
August 11, 2003.
21
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 14, 2003 by: /s/ John W. Hlywak, Jr
------------------
John W. Hlywak, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
22
Exhibit
Number Exhibit
10.113(i) -- Second Amendment to Amended and Restated Loan Agreement dated
July 31, 2003.
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 14, 2003.
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 14, 2003.
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 14, 2003.
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 14, 2003.
99.38 -- Notice to Directors and Officers dated July 14, 2003. (1)
99.39 -- Registrant's Press Release dated July 10, 2003. (2)
99.40 -- Registrant's Press Release dated August 4, 2003. (3)
99.41 -- Registrant's Press Release dated August 5, 2003. (3)
99.44 -- Registrant's Press Release dated August 8, 2003. (4)
-------------------------------------------------------
(1) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated July 14, 2003 and incorporated by reference thereto.
(2) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated July 15, 2003 and incorporated by reference thereto.
(3) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated August 7, 2003 and incorporated by reference thereto.
(4) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated August 11, 2003 and incorporated by reference
thereto.
23