===============================================================================
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 March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-20260
IntegraMed America, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices) (Zip code)
(914) 253-8000 (Registrant's
telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12 b-2).
Yes [ ] No [X]
The aggregate number of shares of the Registrant's Common Stock, $.01 par value,
outstanding on April 20, 2004 was 3,507,086.
================================================================================
INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 2004 (unaudited) and
December 31, 2003..........................................3
Consolidated Statements of Income for the three-month periods
ended March 31, 2004 and 2003 (unaudited)..................4
Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 2004 and 2003 (unaudited)..........5
Notes to Consolidated Financial Statements (unaudited)..... 6-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................10-15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......16
Item 4. Controls and Procedures..........................................16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................17
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity 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 the Sarbanes-Oxley
act of 2002.............................................................EXHIBITS
Certifications pursuant to 18 u.s.c ss.1350, as adopted pursuant
to section 906 of the sarbanes-oxley act of 2002........................EXHIBITS
2
PART I -- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all dollars in thousands, except per share amounts)
ASSETS
March 31, December 31,
--------- ------------
2004 2003
--------- ------------
(unaudited)
Current assets:
Cash and cash equivalents ......................................................... $ 5,574 $ 6,885
Due from Medical Practices, net ................................................... 11,708 8,918
Pharmaceutical sales accounts receivable .......................................... 1,286 1,484
Deferred taxes .................................................................... 948 948
Prepaids and other current assets ................................................. 3,797 3,579
-------- --------
Total current assets .......................................................... 23,313 21,814
Fixed assets, net ................................................................. 11,335 10,218
Exclusive Service Rights, Net ..................................................... 21,387 20,504
Deferred taxes .................................................................... 2,664 2,795
Other assets ...................................................................... 270 278
-------- --------
Total assets .................................................................. $ 58,969 $ 55,609
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................................. $ 638 $ 1,260
Accrued liabilities ............................................................... 6,369 4,181
Current portion of long-term notes payable and other obligations .................. 3,278 3,272
Patient deposits .................................................................. 11,347 9,492
-------- --------
Total current liabilities ..................................................... 21,632 18,205
-------- --------
Long-term notes payable and other obligations ....................................... 3,935 4,239
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common Stock, $.01 par value - 50,000,000 shares authorized in 2004 and 2003;
and 3,602,441 and 3,544,292 shares issued in 2004 and 2003, respectively ........ 36 35
Capital in excess of par .......................................................... 48,413 48,172
Treasury stock, at cost -- 114,279 and 89,595 shares in 2004 and 2003, respectively (618) (426)
Accumulated deficit ............................................................... (14,429) (14,616)
-------- --------
Total stockholders' equity .................................................... 33,402 33,165
-------- --------
Total liabilities and stockholders' equity .................................... $ 58,969 $ 55,609
======== ========
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
three-month period
ended March 31,
-------------------
2004 2003
------ ------
(unaudited)
Revenues, net
FertilityPartners Service Fees ................... $ 20,598 $ 18,374
Pharmaceutical sales ............................. 3,766 4,862
FertilityDirect revenues ......................... 1,030 474
-------- --------
Total revenues ................................ 25,394 23,710
-------- --------
Cost of services and sales:
FertilityPartners Service Fees ................... 18,549 16,365
Pharmaceutical costs ............................. 3,624 4,742
FertilityDirect costs ............................ 746 290
-------- --------
Total costs of services and sales ............. 22,919 21,397
-------- --------
Contribution:
FertilityPartners Service Fees ................... 2,049 2,009
Pharmaceutical contribution ...................... 142 120
FertilityDirect contribution ..................... 284 184
-------- --------
Total contribution ............................. 2,475 2,313
-------- --------
General and administrative expenses ................. 2,142 2,085
Interest income ..................................... (58) (22)
Interest expense .................................... 80 19
-------- --------
Total other expenses ............................. 2,164 2,082
-------- --------
Income before income taxes .......................... 311 231
Income tax provision ................................ 124 91
-------- --------
Net income .......................................... $ 187 $ 140
======== ========
Basic and diluted earnings per share of Common Stock: $ 0.05 $ 0.04
======== ========
Weighted average shares - basic ..................... 3,573 3,357
======== ========
Weighted average shares - diluted ................... 3,814 3,571
======== ========
See accompanying notes to the consolidated financial statements.
4
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
For the
three-month period
ended March 31,
------------------
2004 2003
------- -------
(unaudited)
Cash flows from operating activities:
Net income ........................................................................... $ 187 $ 140
Adjustments to reconcile net income to net cash used/provided by operating activities:
Depreciation and amortization ...................................................... 1,121 792
Change in assets and liabilities--
Decrease (increase) in assets:
Due from Medical Practices ...................................................... (2,790) (1,811)
Pharmaceutical sales accounts receivable ........................................ 198 (379)
Prepaids and other current assets ............................................... (190) 121
Other assets .................................................................... 8 63
Increase (decrease) in liabilities:
Accounts payable ............................................................... (622) (293)
Accrued liabilities ............................................................ 2,188 (1,031)
Patient deposits ............................................................... 1,855 1,382
------- -------
Net cash used/provided by operating activities .......................................... 1,955 (1,018)
------- -------
Cash flows used in investing activities:
Payment for exclusive Business Service rights ...................................... (1,204) --
Purchase of fixed assets and leasehold improvements ................................ (1,814) (629)
------- -------
Net cash used in investing activities ................................................... (3,018) (629)
------- -------
Cash flows used in financing activities:
Principal repayments on debt ....................................................... (287) (250)
Principal repayments under capital lease obligations ............................... (11) (38)
Proceeds from exercise of Common Stock Warrants and options ........................ 242 34
Acquisition of Treasury Stock ...................................................... (192) --
------- -------
Net cash used in financing activities ................................................... (248) (254)
------- -------
Net change in cash ...................................................................... $(1,311) $(1,901)
Cash at beginning of period ............................................................. 6,885 8,693
------- -------
Cash at end of period ................................................................... $ 5,574 $ 6,792
======= =======
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 March 31, 2004, and the results of operations
and cash flows for the interim periods presented. Operating results for the
interim period are not necessarily indicative of results that may be expected
for the year ending December 31, 2004. These financial statements should be read
in conjunction with the financial statements and notes thereto included in
IntegraMed America's (the "Company") Annual Report on Form 10-K for the year
ended December 31, 2003.
NOTE 2 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three-month periods ended March 31, 2004 and
2003 is as follows (000's omitted, except for per share amounts):
For the
three-month period
ended March 31,
------------------
2004 2003
-------- -------
Numerator
Income applicable to Common Stock ............ $ 187 $ 140
====== ======
Denominator
Weighted average shares outstanding .......... 3,573 3,357
Effect of dilutive options and warrants ...... 241 214
------ ------
Weighted average shares and dilutive potential
Common shares ................................ 3,814 3,571
====== ======
Basic and diluted EPS ........................ $ 0.05 $ 0.04
====== ======
For the three-month period ended March 31, 2004, there were no outstanding
options to purchase shares of Common Stock which were excluded from the
computation of the diluted earnings per share amount as the exercise price of
all outstanding options was less than the average market price of the shares of
Common Stock. For the three-month period ended March 31, 2003, the effect of the
assumed exercise of options to purchase approximately 166,000 shares of Common
Stock at exercises prices ranging from $5.65 to $6.15 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.
For the three-month period ended March 31, 2004, the effect of the assumed
exercise of warrants to purchase 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-month period ended March 31, 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 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.
6
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(unaudited)
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 Fertility Partners 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 March 31, 2004
Revenues...................................... -- $21,628 $3,766 $25,394
Cost of services.............................. -- 19,295 3,624 22,919
----- ------ ------ -------
Contribution.................................. -- 2,333 142 2,475
-------
General and administrative costs.............. 2,142
Interest, net................................. 22
-------
Income (loss) before income taxes............. 311
=======
Depreciation expense included above........... 697
Capital expenditures.......................... 34 1,780 -- 1,814
Total Assets.................................. 7,547 49,717 1,705 58,969
For the three months ended March 31, 2003
Revenues...................................... $ -- $18,848 $4,862 $23,710
Cost of services.............................. -- 16,655 4,742 21,397
------ ------ ------ -------
Contribution.................................. -- 2,193 120 2,313
-------
General and administrative costs.............. 2,085
Interest, net................................. (3)
-------
Income (loss) before income taxes............. 231
=======
Depreciation expense included above........... 487
Capital expenditures.......................... 162 467 -- 629
Total Assets.................................. 10,453 34,401 2,533 47,387
NOTE 4 -- STOCK-BASED EMPLOYEE COMPENSATION:
At March 31, 2004, the Company has two stock-based employee compensation
plans, which are described more fully in Note 12 of the Company's financial
statements in its most recent Annual Report on Form 10-K. Prior to fiscal 2003,
the Company accounted for its stock option plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. Under this standard, no stock
option-based employee compensation cost is reflected in net income, as all
options granted under the plans had an exercise price equal to the market value
of the underlying Common Stock on the date of grant. The Company adopted the
fair value recognition provisions of FAS No. 148 effective January 1, 2003.
Under the Prospective transition method selected by the Company, fair value
accounting is applied to all new stock grants and modifications to old grants.
Disclosure of pro-forma net income and EPS is continued for any pre-adoption
grants. No options have been granted subsequent to the effective adoption of FAS
No. 148.
7
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 issued prior to July 1 ,2003. (000's omitted, except per
share amounts).
For the
three-month period
ended March 31,
------------------
2004 2003
-------- --------
Net Income, as reported ........................ $ 187 $ 140
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects ..... (61) (76)
------ -------
Pro forma net income ........................... $ 126 $ 64
====== =======
Earnings per share:
Basic-as reported ......................... $ 0.05 $ 0.04
====== =======
Basic-pro forma ........................... $ 0.04 $ 0.02
====== =======
Diluted-as reported ....................... $ 0.05 $ 0.04
====== =======
Diluted-pro forma ......................... $ 0.04 $ 0.02
====== =======
NOTE 5 -- LITIGATION
In June 2003 the Company filed a lawsuit against Pediatric Physician
Alliance, and its parent company, Integrated Physician Solutions, in the United
States District Court 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, distribution and advertising of business management and
consultation services for office-based medical practices and organizations in
the field of health care. In March, 2004 the Company and the defendants mediated
the Company's claims and as a result of the mediation a settlement was reached
pursuant to which defendants have agreed to cease and desist from the use of the
mark INTEGRIMED and withdraw their application for such mark pending before the
United States Patent and Trademark office.
In June 2002, the Company was served with a complaint, captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The Company had retained
WINFertility in April 2001 to provide claims management services in connection
with the Company's Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the Company terminated the
contract in May 2002. The Company has served and filed an answer denying all
material allegations of the complaint and asserting affirmative defenses. The
Company has also filed a counterclaim against the plaintiff demanding an
accounting and return of certain fees paid to plaintiff by the Company. The
parties have engaged in on-going discovery, including depositions, since the
Company filed its Answer and Counterclaim. The Company believes it 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
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.
8
NOTE 6 -- RECENT ACCOUNTING STANDARDS
FASB Interpretation No. 46, Consolidation of Variable Interest Entities
(Revised 2003)
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. FIN 46 was
intended to provide guidance in determining (1) whether consolidation is
required under the "controlling financial interest" model of Accounting Research
Bulletin No. 51 (ARB 51), Consolidated Financial Statements (or other existing
authoritative guidance) or, alternatively, (2) whether the variable interest
model under FIN 46 should be used to account for existing and new entities.
However, the guidance contained in FIN 46 for making such a determination
resulted in many more questions than it did answers. As a result in July 2003,
the FASB added a limited-scope project to its agenda to modify FIN 46. In
December 2003, the FASB released a revised version of FIN 46 (hereafter referred
to as FIN 46R) clarifying certain aspects of FIN 46 and providing certain
entities with exemptions from the requirements of FIN 46.
The Company has evaluated the provisions of FIN 46 and has determined
that the Medical Practices with which it has Business Service Agreements are
Variable Interest Entities. However, the Company does not have controlling
financial interest in, nor is is the major benificiary of the results of
operations or financial position of such entities, therfore consolidation of
such variable interest entities is not required.
9
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 our Annual Report on Form 10-K for the year ended
December 31, 2003.
Overview
IntegraMed America, Inc. offers products and services to patients and
providers in the fertility industry. The IntegraMed Network is comprised of
twenty-five fertility centers in major markets across the United States,
pharmaceutical products and services, the Council of Physicians and Scientists,
and a leading fertility portal (www.integramed.com). Eighteen Affiliate
fertility centers purchase discrete service packages provided by us and seven
fertility centers have access to the entire portfolio of products and services
under the comprehensive FertilityPartners(TM) program. All twenty-five fertility
centers have access to our consumer services, principally pharmaceutical
products and patient treatment financing products.
Our strategy is to align information, technology and finance for the
benefit of fertility patients, providers, and payers. The primary elements of
our strategy include: (i) expanding the IntegraMed Provider Network into new
major markets; (ii) increasing the number and value of service packages
purchased by members of the IntegraMed Provider Network; (iii) entering into
additional FertilityPartners contracts; (iv) increasing revenues at contracted
FertilityPartners centers; (v) increasing the number of Shared Risk Refund
treatment packages sold to patients of the IntegraMed Provider Network and
managing the risk associated with the Shared Risk Refund program; (vi)
increasing sales of pharmaceutical products and services; and (vii) developing
Internet-based access to personalized health information.
Major events impacting financial condition and results of operations
During 2003, we re-negotiated revised fee structures on three of our
existing FertilityPartner contracts. In all three of these contracts, the
timetable for the phase-in of contracted fee reductions, which are based on the
earnings of the underlying fertility centers, were delayed by one year.
Beginning in the year 2006, two of these revised contracts, also contain a
maximum annual limit on the amount of fees we can earn, which are based on the
earnings of the underlying fertility centers. These maximum annual limitations
are below the fees earned by us on these portions of the contracts in fiscal
year 2003. The third contract contains no maximum limitation. We believe that
these fee limitations will be offset by volume-based increases in fees earned in
other areas of our existing contracts, the sale of new FertilityPartner
contracts and growth in our FertilityDirect business unit.
In July 2003, we amended our existing credit agreements with Fleet Bank,
N.A. The amended agreement is comprised of a renewal of the our $7.0 million
three-year working capital revolver and a new $5.75 million three year term
loan, of which $0.75 million was used to retire the outstanding balance on our
previous term loan. We believe that these credit facilities will be sufficient
to fund our current operational, capital investment and acquisition plans.
On September 1, 2003, we signed a FertilityPartners agreement with the
Charlotte, North Carolina based Reproductive Endocrinology and Andrology of
Charlotte ("REACh") physician practice. Under the terms of this 15-year
agreement, the our service fees are comprised of reimbursed costs of services, a
tiered percentage of revenues, and an additional fixed percentage of REACh's
earnings. We have also committed up to $2 million to fund the development and
equipping of a new state-of-the-art facility to house the clinical practice and
embryology laboratory for REACh and its patients.
In January 2004, we signed a FertilityPartner agreement to supply a
complete range of business, marketing and facility services to a group of
fertility physicians on the U.S. West Coast. Under the terms of the 15-year
agreement, we will build a new facility and help the group to establish a
private, full service fertility center. We have committed up to $2 million to
10
fund the development and equipping of a new state-of-the-art facility to house
the clinical practice and embryology laboratory for the group and its patients.
Upon its completion, the facility will accommodate the existing patient volume
and future anticipated growth. Based on the terms of the transaction, we will be
paid a fixed services fee commencing in January of 2004 paid monthly until the
new facility is open, which is anticipated to be in Q4 of 2004. At that time,
our service fees will be comprised of our standard reimbursed costs of services,
a fixed percentage of revenues, plus an additional fixed percentage of the new
center's earnings.
We continue to aggressively promote our Shared Risk(TM) Refund Program. The
Shared Risk Refund Program is an innovative treatment and financing program,
which consists of up to three treatment cycles of in vitro fertilization for one
fixed price with a significant refund if the patient does not deliver a baby.
Under this innovative financial program, we receive payment directly from
consumers who qualify for the program and pay contracted fertility centers a
defined reimbursement for each treatment cycle performed. We manage the risks
associated with the Shared Risk Refund Program through a case management
program. This case management program authorizes patient care and provides
information to be used in recognizing revenue and developing the related
reserves for refunds.
Results of Operations
The following table shows the percentage of net revenue represented by
various expense and other income items reflected in the our Consolidated
Statement of Operations for the periods presented.
For the
three-month period
ended March 31,
--------------------
2004 2003
------- -------
(unaudited)
Revenues, net
FertilityPartners Service Fees.................... 81.1% 77.5%
Pharmaceutical Sales.............................. 14.8% 20.5%
Other Revenues.................................... 4.1% 2.0%
------ ------
Total Revenues.................................... 100.0% 100.0%
Costs of services incurred:
FertilityPartners costs.......................... 73.1% 69.0%
Pharmaceutical costs............................. 14.3% 20.0%
Other costs...................................... 2.9% 1.2%
------ ------
Total Costs of services and sales................ 90.3% 90.2%
Contribution
FertilityPartners contribution................... 8.0% 8.5%
Pharmaceutical contribution...................... 0.5% 0.5%
Other contribution............................... 1.2% 0.8%
------ ------
Total contribution............................... 9.7% 9.8%
General and administrative expenses.............. 8.4% 8.8%
Interest income.................................. (0.2%) (0.1)%
Interest expense................................. 0.3% 0.1%
------ ------
Total other expenses........................ 8.5% 8.8%
------ ------
Income before income taxes....................... 1.2% 1.0%
Provision for income taxes....................... 0.5% 0.4%
------ ------
Net income....................................... 0.7% 0.6%
====== ======
11
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003
Revenues for the three months ended March 31, 2004 increased by a net of
approximately $1.7 million, or 7.1%, from the same period in 2003. The main
growth factors contributing to this increase were:
(i) Revenues at FertilityPartner centers increased by $2.2 million, or
12.1%. This increase resulted from increased patient volume and
clinical billings among all of our FertilityPartner locations, and is
mainly attributable to on going direct to the consumer marketing
programs. The mature (FertilityPartner agreements established prior
March 31, 2003) centers increased by a net of $3.4 million. The two
FertilityPartners agreements signed subsequent to March 31, 2003,
contributed revenues of $1.0 million in the first quarter of 2004.
Revenues from these two new FertilityPartner agreements partially
offset revenue lost by the termination of our FertilityPartner
agreement with RSA of New York in June of 2003. The RSA of New York
agreement had generated revenues of $2.2 million in the first quarter
of 2003 and no revenues in 2004.
(ii) Revenue at our pharmaceutical unit decreased by $1.1 million, or 22.5%.
This reduction in revenue was the result of our decision to
de-emphasize the sale of certain high volume products in mid-2003, due
to their lack of profitability as a result of higher manufacturing
pricing pressures, within the market. Subsequently, in late 2003, these
issues have largely been resolved and higher prices were accepted by
third party payers, which has allowed us to continue distribution of
the products affected. Pharmaceutical revenues of approximately $3.8
million in the first quarter of 2004 exceeded revenues of $3.5 million
in the fourth quarter of 2003, and we believe that volume will continue
to increase in future periods.
(iii) FertilityDirect revenues, which are comprised primarily of our Shared
Risk Refund program and membership fees from affiliated clinics,
increased by $0.6 million, or 117.3% from prior year levels. We plan to
continue the aggressive promotion of our FertilityDirect programs
through direct to consumer marketing and anticipate that these programs
will continue to increase as a significant component of our financial
results.
Contribution of $2.5 million for the first quarter of 2004 was up $0.2
million, or 7.0% from 2003 levels. As a percentage of revenue, the contribution
margin remained relatively unchanged at 9.7% for 2004 versus 9.8% in 2003. The
following factors had a significant effect on first quarter 2004 contribution:
(i) Contribution generated by our FertilityPartners increased by $0.1
million in the first quarter of 2004 versus the same period in 2003.
Contribution at our mature FertilityPartner centers increased by $0.1
million. The two FertilityPartners agreements signed subsequent to
March 31, 2003, reported contribution of $0.2 million for the first
quarter of 2004. Contribution from the existing FertilityPartners was
offset by the lost contribution totaling $0.2 million from the
termination of our FertilityPartner agreement with RSA of New York in
June 2003.
(ii) Pharmaceutical contribution increased by $22,000, or 18.3%, and margin
rates increased to 3.8% from 2.5% from the first quarter of 2003. These
increases were a result of our decision to restructure our mix of
products in response to previously disclosed pricing issues in the
marketplace. We anticipate our pharmaceutical margins to stabilize in
the range of 3.5% during the balance of 2004.
(iii) Contribution in our FertilityDirect program increased by $0.1 million,
or 54.3% from the same period in the prior year. This increase was
driven by increased Shared Risk Refund patient volume, as well as a
higher monthly membership fee structure introduced in January 2004 for
affiliated clinics.
General and Administrative expenses increased slightly by $57,000 in the
first quarter of 2004 versus the same period in 2003. This increase is mainly
the result of higher insurance premiums and professional fee accruals.
12
Interest income rose to $58,000 for the quarter ended March 31, 2004, from
$22,000 in 2003. This increase was attributable to finance charges assessed to
various FertilityPartner locations on invested capital in excess of predefined
limits. Interest expense also increased by $61,000 from the same quarter in the
prior year as a result of higher debt levels in conjunction with our
renegotiated credit facilities.
The provisions for income tax were approximately $124,000, or 39.9% of
pre-tax income versus $91,000, or 39.4% for the quarters ended March 31, 2004
and 2003 respectively. There were no Federal income tax payments during either
2003, or 2004 to date due to the utilization of the Company's net operating loss
carry forwards. The Company's effective tax rates for both 2004 and 2003 reflect
a provision for current state taxes as well as amortization of the Company's
deferred Federal tax asset.
Off-balance Sheet Arrangements
As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPE's"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of March 31, 2004, the Company was not involved in any
material unconsolidated SPE transactions.
Liquidity and Capital Resources
Historically, we have financed our operations by the sale of equity
securities, issuance of notes and internally generated resources. In addition,
we also use bank financing for working capital and business development. Due to
our continued capital investment in the expansion of several of our
FertilityPartner locations, working capital decreased during the first quarter
of 2004 to $1.7, million as of March 31, 2004, from $3.6 million as of December
31, 2003. We believe that working capital and, specifically, cash and cash
equivalents remain at adequate levels to fund our operations. As of March 31,
2004, we were committed to significant expansion programs at three of our
FertilityPartner locations and have budgeted upcoming capital expenditures of
approximately $7.0 million for the balance of 2004. These expansion programs
primarily relate to the construction of new clinics at our Florida, North
Carolina and new West Coast locations. We believe that the cash flows from our
operations plus our existing credit facility and term loan will be sufficient to
provide for our future liquidity needs for the next twelve months.
On July 31, 2003, we amended our existing credit facility with 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 $5.0 million was used during 2003 for the acquisition of fixed
assets and to fund the payment for Exclusive Business Rights in connection with
the North Carolina transaction and $0.75 million was used to repay the remaining
outstanding balance of the previous credit facility. Each component bears
interest by reference to Fleet's prime rate or LIBOR, at our option, plus a
margin, which is dependent upon a leverage test, ranging from 2.25% to 2.75% in
the case of LIBOR-based loans. Prime based loans are made at Fleet Bank's prime
rate and do not contain an additional margin. Interest on the prime-based loans
is payable monthly and interest on LIBOR-based loans is payable on the last day
of each applicable interest period. Unused amounts under the working capital
revolver bear a commitment fee of 0.25% and are payable quarterly. Availability
of borrowings under the working capital revolver is based on eligible accounts
receivable as defined. As of March 31, 2004, we had borrowed $2.0 million under
our working capital revolver agreement for general corporate purposes. The
remaining working capital revolver balance of $5.0 million is available to us.
The Fleet credit facility is collateralized by all of our assets.
We continuously review our credit agreements and may renew, revise or enter
into new agreements from time to time as deemed necessary.
13
Significant Contractual Obligations and Other Commercial Commitments:
The following summarizes our contractual obligations and other commercial
commitments at March 31, 2004, and the effect such obligations are expected to
have on our liquidity and cash flows in future periods.
Payments Due by Period
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
---------- ---------------- ----------- ------------ -------------
Notes Payable................. $ 6,950,000 $3,213,000 $ 3,737,000 $ -- $ --
Capital lease obligations..... 263,000 65,000 198,000 -- --
Operating leases.............. 25,967,000 4,478,000 11,855,000 6,721,000 2,913,000
--------- --------- ---------- --------- ---------
Total contractual cash
Obligations............... $33,180,000 $7,756,000 $15,790,000 $6,721,000 $2,913,000
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 $ -- $ --
We also have commitments to provide accounts receivable financing under our
FertilityPartners agreements. Our financing of this receivable occurs on the
15th of each month. The medical practice's repayment priority consists of the
following:
(i) Reimbursement of expenses that we have incurred on their behalf;
(ii) Payment of the fixed or, if applicable, the variable portion
of the service fee which relates to the FertilityPartners
revenues; and
(iii) Payment of the variable portion of the service fee.
We are responsible for the collection of receivables, which are financed
with full recourse. We have continuously funded these needs from cash flow from
operations and the collection of the prior month's receivables. If delays in
repayment are incurred, which have not as yet been encountered, we could draw on
our existing working capital line of credit. We make payments on behalf of the
FertilityPartners for which we are reimbursed in the short-term. Other than
these payments, as a general course, we do not make other advances to the
medical practice. We have no other funding commitments to the FertilityPartners.
Recent Accounting Standards
FASB Interpretation No. 46, Consolidation of Variable Interest Entities
(Revised 2003)
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. FIN 46 was
intended to provide guidance in determining (1) whether consolidation is
required under the "controlling financial interest" model of Accounting Research
Bulletin No. 51 (ARB 51), Consolidated Financial Statements (or other existing
authoritative guidance) or, alternatively, (2) whether the variable interest
model under FIN 46 should be used to account for existing and new entities.
However, the guidance contained in FIN 46 for making such a determination
resulted in many more questions than it did answers. As a result in July 2003,
the FASB added a limited-scope project to its agenda to modify FIN 46. In
December 2003, the FASB released a revised version of FIN 46 (hereafter referred
to as FIN 46R) clarifying certain aspects of FIN 46 and providing certain
entities with exemptions from the requirements of FIN 46.
14
We have evaluated the provisions of FIN 46 and have determined that the
Medical Practices with which we have Business Service Agreements are Variable
Interest Entities. However, we do not have controlling financial interest in,
nor are we the major benificiary of the results of operations or financial
position of such entities, therfore consolidation of such variable interest
entities is not required.
Forward Looking Statements
This Form 10-Q and discussions and/or announcements made by or on our
behalf, 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. Our actual results may
differ materially from those described in these forward-looking statements due
to the following factors: our ability to acquire additional FertilityPartners
agreements, our 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 us, 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. We are 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.
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For information regarding our exposure to certain market risks, see Item 7A,
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, in our Annual Report
on Form 10-K for the year ended December 31, 2003. There have been no
significant changes in our market risk exposures from the fiscal 2003 year-end.
..
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Exchange Act) as of March 31,
2004 (the "Evaluation Date"). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were effective in timely alerting them to
the material information relating to us required to be included in our periodic
SEC filings.
(b) Changes in internal controls.
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
16
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
In June 2003 the Company filed a lawsuit against Pediatric
Physician Alliance, and its parent company, Integrated
Physician Solutions, in the United States District Court 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,
distribution and advertising of business management and
consultation services for office-based medical practices
and organizations in the field of health care. In March,
2004 the Company and the defendants mediated the Company's
claims and as a result of the mediation a settlement was
reached pursuant to which defendants have agreed to cease
and desist from the use of the mark INTEGRIMED and withdraw
their application for such mark pending before the United
States Patent and Trademark office.
In June 2002, the Company was served with a complaint,
captioned WINFertility, Inc. vs. IntegraMed America, Inc.,
in which the plaintiff filed an action in the Supreme Court
of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The
Company had retained WINFertility in April 2001 to provide
claims management services in connection with the Company's
Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the
Company terminated the contract in May 2002. The Company
has served and filed an answer denying all material
allegations of the complaint and asserting affirmative
defenses. The Company has also filed a counterclaim against
the plaintiff demanding an accounting and return of certain
fees paid to plaintiff by the Company. The parties have
engaged in on-going discovery, including depositions, since
the Company filed its Answer and Counterclaim. The Company
believes it 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
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities.
During the first quarter of 2004 we acquired approximately
46,000 shares of our Common Stock, with a market value of
approximately $361,000, in connection with option exercises
by our employees. The shares will be held as Treasury
Shares and we have no current plans to reissue or retire
these shares.
We did not repurchase any equity securities during the
first quarter of 2004.
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.
(a) See Index to Exhibits on Page 19.
(b) For the quarter ended March 31, 2004, Registrant filed a
Form 8-K dated January 14, 2004, February 12, 20043; February
19, 2004, March 12, 2004; and March 16, 2004. Subsequent to
March 31, 2004, Registrant filed Form 8-K's dated April 6,
2004, April 26, 2004, and April 28, 2004.
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: May 14, 2004 by: /s/ John W. Hlywak, Jr
------------------
John W. Hlywak, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
18
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
3.2 (c) -- Copy of By-laws of Registrant (As Amended on February 17,
2004).
10.121 -- Service Agreement between IntegraMed America, Inc. and Seattle
Reproductive Medicine, Inc., P.S.
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 May 14, 2004
31.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
dated May 14, 2004.
32.1 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated May 14, 2004.
32.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated May 14, 2004.
99.57 -- Registrant's Press Release dated April 6, 2004 (1)
99.58 -- Registrant's Press Release dated April 26, 2004 (2)
99.59 -- Registrant's Press Release dated April 28, 2004 (3)
--------------------------------
(1) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated April 6, 2004
(2) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated dated April 26, 2004
(3) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated April 28, 2004.
19