Edgar Filing: INTEGRAMED AMERICA INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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
Purchase, New York 10577
(Address of principal executive offices) (Zip Code)

(914) 253-8000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value

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
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Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K (17 CFR 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K []

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes__ No X
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Aggregate market value of voting stock (Common Stock, $.01 par value) held
by non-affiliates of the Registrant was approximately $14.3 million on June 30,
2004 based on the closing sales price of the Common Stock on such date.

The aggregate number of shares of the Registrant's Common Stock, $.01 par
value, outstanding was approximately 3,686,000 on February 28, 2005.

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DOCUMENTS INCORPORATED BY REFERENCE

See Part III hereof with respect to incorporation by reference from the
Registrant's definitive proxy statement for the fiscal year ended December
31, 2004 to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 and the Exhibit Index hereto.

PART I

ITEM 1. Business

Company Overview

IntegraMed America, Inc. (the "Company") 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, patient financing products and
services, the Council of Physicians and Scientists, and a leading fertility
portal (www.integramed.com). Seventeen Affiliate fertility centers purchase
discrete service packages provided by the Company and seven fertility centers
(eight as of January 1, 2005) have access to the entire portfolio of products
and services under the comprehensive FertilityPartners(TM) program. All
twenty-five fertility centers have access to the Company's consumer services,
principally pharmaceutical products and patient financing products and services.
The Company was incorporated in Delaware on June 4, 1985.

We maintain a website at www.integramed.com to provide information to the
general public and our shareholders on our products, resources and services,
along with general information on IntegraMed and its management, career
opportunities, financial results and press releases. Copies of our most recent
Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q or our other
reports filed with the Securities and Exchange Commission, or SEC, can be
obtained, free of charge as soon as reasonably practicable after such material
is electronically filed with, or furnished to the SEC, from our Investor
Relations Department by calling 914-253-8000, through an e-mail request from our
Investor Information web page at www.integramed.com, through the SEC's website
by clicking the direct link from our website at www.integramed.com or directly
from the SEC's website at www.sec.gov. Our website and the information contained
therein or connected thereto are not intended to be incorporated into this
Annual Report on Form 10-K.

Our Board of Directors has adopted a Code of Business Conduct that is
applicable to all of our directors, officers and employees, a copy of which is
attached as an exhibit to this annual report. Any material changes made to our
Code of Business Conduct or any waivers granted to any of our directors and
executive officers will be publicly disclosed by filing a current report on Form
8-K. A copy of our Code of Business Conduct as well as charters for our Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee, which comply with the corporate governance rules of NASDAQ, are
available on our website at www.integramed.com. In addition, a copy of such
documents is also available to our shareholders upon request by contacting our
Investor Relations Department by calling 914-253-8000 or through an e-mail
request from our website at www.integramed.com.

Industry -- Reproductive Medicine

Reproductive medicine encompasses the medical discipline that focuses on
male and female reproductive systems and processes. There are many reasons why
couples have difficulty conceiving, and accurate identification of a specific
cause of infertility can be time consuming, expensive and requires access to
specialized diagnostic and treatment services. Many gynecologists do not have
the time or interest to perform a complete evaluation of the infertile couple
and therefore often bypass detailed diagnostic testing. Instead, they often
provide initial medical treatment of infertility, without extensive diagnosis,
by prescribing a drug called clomiphene citrate, which helps to correct
ovulatory problems. This treatment is fairly inexpensive and often resolves the
problem if the only obstacle to pregnancy is, in fact, an ovulatory problem. It
is generally recommended that women receive this therapy for no more than three
to six ovulatory cycles. If pregnancy has not occurred, referral should be made
to a fertility specialist who can offer more advanced treatments. Fertility
specialists are gynecologists who perform more sophisticated medical and
surgical fertility diagnosis and treatments. Reproductive endocrinology refers
to the diagnosis and treatment of all hormonal problems that lead to abnormal
reproductive function or have an effect on the reproductive organs. Reproductive
endocrinologists are physicians who have completed four years of residency
training in obstetrics and gynecology and have at least two years of additional
training in an approved subspecialty fellowship program.

Conventional fertility services include diagnostic tests performed on the
female, such as endometrial biopsy, laparoscopy/hysteroscopy examinations and
hormone screens, and diagnostic tests performed on the male, such as semen
analysis. Depending on the results of the diagnostic tests performed, treatment
options may include, among others, fertility drug therapy to stimulate regular
and predictable ovulation, artificial insemination and fertility surgeries to

correct anatomical problems. Procedures that require gametes (sperm and eggs) to
be handled in vitro (outside the body) are classified as assisted reproductive
technology ("ART") services. Current types of ART services include in vitro
fertilization ("IVF"), gamete intrafallopian transfer ("GIFT"), zygote
intrafallopian transfer ("ZIFT"), tubal embryo transfer, frozen embryo transfer
and donor egg programs. IVF represents the most frequently employed form of ART.
Current techniques used in connection with IVF services include intracytoplasmic
sperm injection ("ICSI"), assisted hatching, cryopreservation of embryos and
blastocyst culture and transfer.

There are currently approximately 45,000 obstetricians/gynecologists in the
United States of which approximately 1,200 specialize in providing fertility
services as reproductive endocrinologists. There are approximately 420 centers
across the country that provide ART services. These centers are predominantly
staffed by reproductive endocrinologists. Approximately one-third of the ART
centers are hospital-based and two-thirds are physician-office based. As ART has
become more sophisticated, more predictable and less experimental, there has
been a clear shift of services out of hospitals and into physician offices.
Compared to other medical niches, the fertility services industry is
concentrated among relatively few providers and few manufacturers of medications
and devices.

Infertility is generally defined as the inability to conceive after one or
more years of a couple having unprotected intercourse. According to The American
Society for Reproductive Medicine in recently published data, it is estimated
that approximately 10% of couples, or more than 6 million couples, have impaired
fertility. According to the 1999-2000 Dorland Biomedical Healthcare Marketplace
Guide, the annual expenditures relating to fertility services are approximately
$2 billion. The Company believes that multiple factors over the past several
decades have affected fertility levels. A demographic shift in the United States
toward the deferral of marriage and first birth has increased the age at which
women are first having children. This, in turn, increases the incidence of
infertility, making conception more difficult, thereby increasing the demand for
ART services. Fortunately, technological advances in the treatment of
infertility, especially IVF, have enhanced treatment outcomes and the prognoses
for many couples.

Currently, many health plan sponsors provide some coverage for the
treatment of infertility. Because patients seeking fertility treatment often
have other gynecological symptoms, health plans may cover diagnostic expenses
even when infertility treatment itself, is not a covered benefit. Currently,
there are several states that mandate offering benefits of varying degrees for
fertility services, including ART services. In some states, the mandate is
limited to an obligation on the part of the payer to offer the benefit to
employers. In Massachusetts, Rhode Island, Maryland, Arkansas, Illinois, Hawaii
and New Jersey the mandate requires coverage of conventional fertility services,
as well as ART services. In addition to various initiatives to broaden coverage,
several legislative initiatives are emerging as a driving force behind making
fertility services more readily available. Finally, the 1998 Supreme Court
ruling that reproduction is a major life activity covered under the Americans
with Disability Act (the "ADA") led to an Equal Employment Opportunity
Commission administrative ruling that a New York company discriminated against
one of its employees by not providing insurance coverage for fertility services.

ART services are the most rapidly growing segment of the fertility market.
According to the Society of Assisted Reproductive Technology ("SART"),
approximately 10,000 ART procedures were performed in 1987. Latest data, for
2002, indicates over 115,000 ART procedures are performed annually in the United
States. There is reason to believe that the market will continue to grow in the
future for the following reasons: (i) the quality of ART treatments is
improving, increasing the success rates; (ii) improvements in embryo culture
media and implantation rates are leading to the capability of reducing high
order multiple pregnancies - one of the greatest risk factors of ART services;
(iii) with improving pregnancy rates, the cost of treatment is decreasing
thereby making high technology services more affordable; (iv) new ART services
that improve embryo quality and the likelihood of pregnancy, such as blastocyst
culture and transfer, continue to emerge fueling an expansion of the industry;
(v) the improving relationship between cost and quality is causing physicians to
substitute more effective ART treatments for less effective conventional
fertility services; (vi) public policy initiatives including legislative
mandates for insurance coverage and the definition of reproduction as a major
life activity covered by the ADA are producing a more favorable reimbursement
climate; and (vii) demand for ART services is increasing through greater public
awareness and acceptance of ART services.

The market conditions producing business opportunities for the Company
include: (i) the high level of specialized skills and technology required for
comprehensive patient treatment; (ii) the capital-intensive nature of acquiring
and maintaining state-of-the-art medical equipment, laboratory and clinical
facilities; (iii) the need to develop and maintain specialized management
information systems to meet the increasing demands of technological advances,
patient monitoring and third-party payers; (iv) the need for seven-days-a-week
service to respond to patient needs and to optimize the outcomes of patient
treatments; (v) the high cost of treatment with inadequate insurance benefits in
most markets; and (vi) the high cost of pharmaceutical products requiring
patient education and support.

Company Strategy

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 members of the IntegraMed Provider Network; (iii) entering into
additional FertilityPartners(TM) contracts; (iv) increasing revenues at
contracted FertilityPartners(TM) centers; (v) increasing the number of Shared
Risk Refund(TM) treatment packages (as defined below) 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.

(i) Expand the IntegraMed Provider Network

The Company will seek to expand the IntegraMed Provider Network to cover
additional major market areas across the country. The Company will primarily
focus the IntegraMed Provider Network development activities on major markets
with populations in excess of one million because the demographics of consumers
who access fertility services are consistent with the demographics of most major
metropolitan markets. In addition, the relatively low percentage of the affected
population that seek treatment requires a large population base to support a
sophisticated fertility center. The Company believes high quality fertility
centers are capable of drawing consumers from approximately a one hundred mile
radius or more if alternatives are unavailable. It is the Company's belief that
these market dynamics would allow the Company to cover a large percentage of the
national population by expanding the IntegraMed Provider Network to the fifty
largest metropolitan markets across the country.

The entry point for fertility centers participating in the IntegraMed
Provider Network is as an Affiliate clinic. Contracted fertility centers that
become Affiliates have access to the Company's products and services that
support patient recruitment. Included in this program are (i) Shared Risk Refund
treatment packages (as described below), (ii) treatment financing and (iii)
Internet marketing. The Company licenses these programs on an exclusive basis in
each defined market area.

(ii) Increase the Number and Value of Service Packages sold to
Participating Fertility Centers

The Company has a portfolio of discrete service packages that are sold to
fertility centers participating in the IntegraMed Provider Network. The
Company's service offerings include:

FertilityWeb(TM) - a Web Site development, hosting and marketing service
that helps contracted fertility centers develop and maintain a modern,
transaction oriented Web Site. Web Sites for contracted fertility centers are
built with a technology known as Dynamic Site Rendering Engine ("DSRE"). DSRE
also contains a web editing tool that permits anyone with a common web browser
to maintain the Web Site to ensure it is up to date. Contracted fertility
centers also gain access to additional web site visitors by virtue of their
placement on www.integramed.com, the Company's industry leading web site.

FertilityPurchase(TM) - a group purchasing program exclusively available to
fertility centers participating in the IntegraMed Provider Network. The focus of
the FertilityPurchase program is on high cost disposable supplies, laboratory
reagents and capital equipment used by fertility centers in diagnosing and
treating infertility. The Company is working to extend this program to include
other products and services that fertility centers commonly purchase in the
ordinary course of business, including insurance, computers and medical
supplies.

FertilityMarKit(TM) - a package of award-winning marketing and sales
programs that have helped contracted fertility centers to grow faster than the
average rate for the industry. This service includes access to the Company's
proprietary marketing collateral material library of ads, brochures, fliers and
announcements. In addition, the Company conducts quarterly sales and marketing
training seminars, offers a media buying service and produces radio and
television ads and educational videos.

ARTWorks(R) Clinical Information System - a proprietary clinical
information system focused exclusively on the unique requirements of providing
clinical care to patients seeking fertility treatment. Owned and maintained by
the Company, ARTWorks Clinical Information System is distributed on an
application services provider ("ASP") model. Under this model, the Company
maintains the application in its dedicated data center in New York. Contracted
fertility centers only need to gain access to the application with an
appropriate telecommunication link and maintain their own local area network to
utilize the application. The benefit of the ASP model is that the Company's
customers do not need to invest in expensive hardware or licensing fees to gain
access to the application. The Company has also optimized the application by
developing and maintaining an interface with commonly used laboratory equipment
and the Company's chosen practice management and financial information systems.

ARTWorks Practice Management Information System - based on the Misys
Optimum system, is an information system that enables contracted fertility
centers to have a sophisticated scheduling, billing and accounts receivable
system. The Misys system is also offered on an ASP model, which permits
contracted fertility centers to gain access to a powerful practice management
system at a fraction of the cost of traditional installation. This system has
been customized to the unique requirements of fertility centers and has helped
contracted fertility centers to maintain excellent performance on managing
accounts receivable.

FertilityPartners(TM) - fertility centers that contract for this program,
receive a comprehensive, turnkey fertility center operation, may use the
"Reproductive Science Center" designation and have access to the Company's
entire portfolio 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 patient accounts
receivable; (iii) marketing and sales; (iv) integrated information systems; and
(v) assistance in identifying best clinical practices.

(iii) Entering in to FertilityPartners(TM) Contracts

Fertility centers participating in the FertilityPartners program are
entitled to the Company's full service support. The Company will primarily focus
its FertilityPartners contracting efforts on fertility centers participating as
Affiliates in the IntegraMed Provider Network. These Affiliate fertility centers
have contracted with the Company for more limited, discrete service packages and
have developed a good working relationship with the Company. This good working
relationship mitigates risk associated with the Company making the with capital
investments that are part of the FertilityPartners program. The Company believes
that a number of factors will contribute to the successful transition of certain
Affiliate fertility centers in the IntegraMed Provider Network to the
FertilityPartners program. These factors include: (i) the high quality
reputation of the Company in providing services in the areas of fertility and
ART services; (ii) the Company's expertise in assisting its customers in
increasing revenues and maintaining cost efficient operations; (iii) the
Company's success in improving patient outcomes by providing laboratory support
services to the FertilityPartners program; and (iv) the capital intensive nature
of operating modern, sophisticated fertility centers and the difficulty most
physician groups have in accessing sufficient capital.

(iv) Increasing Revenues from FertilityPartners(TM) Contracts

The Company expects to increase revenues derived under its
FertilityPartners contracts by: (i) sponsoring mergers with smaller fertility
physician group practices; (ii) making available expanded laboratory and ART
services at the fertility centers, thereby increasing revenues per patient; and,
(iii) making available increased marketing and sales support to fertility
centers.

(v) Increasing the Number of Shared Risk Refund Treatment Packages Sold and
Managing the Associated Risk

The Company will seek to increase the number of Shared Risk Refund
treatment packages sold directly to consumers. The Shared Risk Refund program
was established at Shady Grove Fertility Reproductive Science Center ("Shady
Grove") - the leading fertility center in the metropolitan Washington, DC area,
a FertilityPartner 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 Company's Shared Risk Refund
program consists of a package that includes up to three cycles of in vitro
fertilization with fresh embryos and three cycles with frozen embryos 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.

To manage the risk associated with the Shared Risk Refund program, the
Company has developed a pre-authorization and a case management program. The
pre-authorization is a structured process of collecting pre-treatment diagnostic
information on each patient seeking enrollment in the Shared Risk Refund
program. By evaluating clinical information the Company can assess the
likelihood of any individual achieving pregnancy. In addition, each patient
enrolled in the Shared Risk Refund program is evaluated as part of a case
management program to continually assess response to treatment. Both the
pre-authorization program and the case management program help to manage the
risk fundamental to the Shared Risk Refund program.

(vi) Increasing Sales of Pharmaceutical Products and Services

The Company will continue its efforts, all of which except (iv) below are
outsourced to ivpcare, inc., to expand the pharmaceutical products and services
line by: (i) providing Education Matters(TM) - a comprehensive patient
educational support program; (ii) packaging products in the Cycle Kit(TM)- a
unique packaging system that provides patients with all supplies and
instructions for proper utilization of medication; (iii) minimizing cost to
patients and payers by implementing Cycle Track(TM) - a fertility pharmaceutical

case management system that dispenses only the required amount of medication for
patients to complete their treatment; (iv) implementing an aggressive marketing
and sales program in cooperation with ivpcare, inc. (the supplier of
pharmaceuticals to IntegraMed Pharmaceutical Services, Inc., a wholly-owned
subsidiary of the Company ("IPSI")); and (v) expanding the offering beyond the
FertilityPartners centers to the entire IntegraMed Provider Network.

(vii) Developing Internet-Based Access to Personalized Health Information

The Company will continue to develop www.integramed.com as a leading
fertility portal. The web site has provided a direct marketing infrastructure
that allows the Company to offer efficient transaction processing capability for
consumers and affiliated fertility centers. Currently consumers can participate
in an on-line tutorial, subscribe to an on-line newsletter, apply for an
appointment, apply for treatment financing, apply for the Shared Risk Refund
program and apply to become an egg donor. All transactions are logged to an
Oracle database housed in the Company's data center. In addition, contracted
fertility centers receive patient inquiries and referrals as appropriate.

Core Competencies

The Company's service packages are constructed from core competencies. In
particular, the Company's core competencies include: (i) administrative
services, including accounting and finance, human resource functions, and
purchasing of supplies and equipment; (ii) access to capital and servicing and
financing patient accounts receivable; (iii) marketing and sales; and (iv)
integrated information systems.

By providing fertility centers with access to these resources, the Company
enables contracted fertility centers to achieve improved efficiencies and
business outcomes.

(i) Administrative Services

The Company provides administrative services to FertilityPartner centers,
including: (i) accounting and finance services, such as billing and collections,
accounts payable, payroll, and financial reporting and planning; (ii)
recruiting, hiring, training and supervising all non-medical personnel; and
(iii) purchasing of supplies, pharmaceuticals, equipment, services and
insurance.

(ii) Access to Capital

The Company provides FertilityPartner centers with a significant
competitive advantage through immediate access to capital for expansion and
growth. The Company also offers physician providers in its network rapid access
to the latest technologies and facilities in order for them to provide a full
spectrum of services and compete effectively for patients in the marketplace.
For example, the Company has built several new facilities that include an
embryology laboratory for certain fertility centers, thereby enabling them to
expand their service offerings to include a number of services (including
laboratory and ART services) which had previously been outsourced. The Company
believes that access to these facilities and new technologies has improved the
ability of the fertility centers to offer comprehensive high quality services,
expand the revenue base per patient, and compete effectively.

The Company provides fertility centers with accelerated operating capital
through its receivable financing program. For a fertility center, this means
access to funds upon billing for services rather than waiting for the collection
of the accounts receivable which normally occurs 15 to 60 days after treatment.

(iii) Marketing and Sales

The Company's marketing and sales department specializes in the development
of sophisticated marketing and sales programs giving fertility centers access to
business-building techniques to facilitate growth and development. In today's
highly competitive health care environment, marketing and sales are essential
for the growth and success of fertility centers. However, these marketing and
sales efforts are often too expensive for many physician practice groups.
Affiliation with the IntegraMed Provider Network provides physicians access to
significantly greater marketing and sales capabilities than would otherwise be
available. The Company's marketing services focus on revenue and referral
enhancement, relationships with local physicians, media and public relations and
managed care contracting.

(iv) Integrated Information System

The Company is using its established base of fertility centers to
continuously develop a nationwide, integrated information system, called
ARTWorks(TM), to collect and analyze clinical, patient, financial and marketing
data. The Company believes it is able to use this data to control expenses,
measure patient outcomes, improve patient care, develop and manage utilization

rates and maximize reimbursements. The Company also believes this integrated
information system allows the fertility centers to more effectively compete for
and price managed care contracts, in large part because an information network
can provide these managed care organizations with access to patient outcomes and
cost data.

FertilityPartners Contracts

As of December 31, 2004, the Company had a FertilityPartners contract with
seven fertility centers, which in turn employ and/or contract with the
physicians.

Current FertilityPartners Contracts

As of December 31, 2004, the Company had contracts with seven fertility
centers consisting of 30 locations in 10 states and the District of Columbia, as
follows:

Initial
Number of Business Services
Fertility Centers State Locations Contract Date
----------------- ----- --------- -----------------

Reproductive Science Center of Boston........ MA, NH & RI 4 July 1988

Reproductive Science Center of the Bay Area
Fertility and Gynecology Medical Group.... CA 3 January 1997

Fertility Centers of Illinois................ IL 10 August 1997

Shady Grove Fertility Reproductive
Science Centers........................... MD, VA & DC 8 March 1998

IVF Florida ................................. FL 3 April 2002

Reproductive Endocrine Associates of Charlotte NC 1 September 2003

Seattle Reproductive Medicine................ WA 1 January 2004

In addition to the above seven fertility centers, effective January 1, 2005, the
company contracted with an eighth clinic comprised of five locations and six
physicians practicing in the Southern California market.

Establishing FertilityPartners Contracts

In establishing a FertilityPartners contract, the Company typically: (i)
acquires certain assets of a fertility center; (ii) enters into a long-term
services agreement with the fertility center under which the Company provides
comprehensive services; and (iii) assumes the principal administrative and
financial functions of the fertility center. In addition, the Company typically
requires (a) that the fertility center enter into long-term employment
agreements containing non-compete provisions with the affiliated physicians and
(b) that each of the physician shareholders of the fertility center enter into a
personal responsibility agreement with the Company. Typically, the fertility
center's related medical practice contracting with the Company is a professional
corporation in which certain of, or all of, the physicians are the shareholders.

Typically, the FertilityPartners contracts obligate the Company to pay a
fixed sum for the exclusive right to service the fertility center, a portion or
all of which is paid at the contract signing with any balance to be paid in
future annual installments. The agreements are typically for terms of 10 to 25
years and are generally subject to termination due to insolvency, bankruptcy or
material breach of contract. Generally, no shareholder of the fertility center
may assign his interest in the fertility center without the Company's prior
written consent.

The FertilityPartners contract provides that all patient medical care at a
contracted fertility center is to be provided by the physicians of the fertility
center and that the Company generally is responsible for providing defined
services to the fertility center. The Company provides the equipment, facilities
and support necessary to operate the fertility center and employs substantially
all such other non-physician personnel as are necessary to provide technical,
consultative and administrative support for the patient services at the
fertility center. Under the agreements, the Company may also advance funds to
the fertility center for providing new services, utilize new technologies, fund
projects, purchase the net accounts receivable, provide working capital or fund
mergers with other physicians or physician groups.

Under all seven FertilityPartners agreements, the Company receives as
compensation for its services a three-part fee comprised of: (i) a variable
percentage of net revenues generally up to 6%; (ii) reimbursed costs of services
(costs incurred in providing services to a fertility center and any costs paid
on behalf of the fertility center); and (iii) a fixed percentage of earnings
after the initial service fees which currently ranges from 10% to 20%.

Recent changes to the FertilityPartners program follow:

On January 1, 2005, the Company signed a FertilityPartners agreement with
the Reproductive Partners Medical Group, Inc ("RPMG") based in Southern
California. Under the terms of this 25-year agreement, the Company's service
fees are comprised of reimbursed costs of services, a tiered percentage of
revenues, and an additional fixed percentage of RPMG's earnings.

On November 25, 2002, IntegraMed announced the ending of its
FertilityPartners agreement with RSA of New York. The agreement ended on
November 15, 2003. RSA of New York serves the Long Island market and revenues
for the four quarterly periods ending immediately prior to the announcement were
$9.1 million. The program had a contribution of $750,000 for the same period.

The Company reports all fees as "Revenues, net." Direct costs incurred by
the Company in performing its services and costs incurred on behalf of the
fertility centers are recorded in "cost of services incurred". The physicians
receive as compensation all remaining earnings after payment of the Company's
compensation.

Physician Employment Agreements

Employment agreements between the fertility centers and physicians
generally provide for an initial term ranging from three to five years. The term
may be automatically renewed at successive intervals unless the physician or the
fertility center elects not to renew or such agreement is otherwise terminated
for cause or the death or disability of a physician. The physicians are paid by
the fertility center based upon either the number of procedures performed or
other negotiated formulas agreed upon between the physicians and the fertility
center, and the fertility centers provide the physicians with health, death and
disability insurance and other benefits. The fertility centers are obligated to
obtain and maintain professional liability insurance coverage, procured on
behalf of the physicians. Pursuant to the employment agreements, the physicians
agree not to compete with the fertility center with which they have contracted
during the term of the agreement and for a certain period following the
termination of such employment agreement. In addition, the agreements contain
customary confidentiality provisions.

Affiliate Care/Satellite Service Agreements

Fertility centers may also have affiliate care agreements and satellite
service agreements with physicians who are not employed by the fertility center.
Under an affiliate care agreement, the fertility center contracts with a
physician to provide certain services for the fertility center's patients, such
as endocrine/ultrasound monitoring, or ART services.

Pharmaceutical Services

Our wholly-owned subsidiary, IPSI, markets fertility-related pharmaceutical
products to patients and providers in the IntegraMed Provider Network. IPSI
contracts with ivpcare, inc., a licensed pharmacy specializing in dispensing
pharmaceutical products, which provides certain business services to IPSI.

Financing Subsidiary

companies. IFS is administered by a third party vendor, which provides
administrative management services to IFS. The loans are made to qualified
patients by a third party bank. The patient makes payment directly to the
medical practice. The bank pays a placement fee to the Company. Such revenue is
recorded when the Company receives the cash at the time of closing the
transaction.

Council of Physicians and Scientists

The Company's Council of Physicians and Scientists (the "Council"),
comprised mostly of representatives from the IntegraMed Provider Network, was
established in 1996 to bring together leaders in reproductive medicine and
embryology to promote a high quality clinical environment in the IntegraMed
Provider Network. The Council meets twice each year and conducts monthly
teleconferences on topics related to improving infertility treatment and
diagnosis. The Council publishes its recommendations and the Company's staff
follows up on implementing Council recommendations. The Council reviews and
recommends accepting or denying additional physicians who want to join the
IntegraMed Provider Network based on objective clinical credentialing criteria.

Assisted Reproductive Technology Insurance Company

As of January 1, 2005, the Company assisted in the organization of, and
obtained a minority equity interest in, an offshore captive insurance company
designed to offer malpractice insurance to members of its network. The majority
of the equity of the captive insurance company is owned by physician practices
which are members of the IntegraMed network. Beginning January 1, 2005, this
captive insurance company began providing the majority of the malpractice
insurance coverage to FertilityPartner members of the IntegraMed network.

Reliance on Third-Party Vendors

IPSI, as well as all medical providers who deliver services requiring
fertility medication, are dependent on three third-party vendors that produce
such medications (including but not limited to: Lupron, Follistim, Repronex,
GonalF and Pregnyl) that are vital to treating infertility and ART services.
Should any of these vendors experience a supply shortage, it may have an adverse
impact on the operations of the IntegraMed Provider Network. To date, the
IntegraMed Provider Network has not experienced any such adverse impacts.

Competition

The business of providing health care services is intensely competitive and
providers strive to find the most cost-effective method of providing quality
health care. Although the Company focuses on medical groups that provide
fertility and ART services, it competes for contracts with other health care
services and management companies, as well as hospitals and hospital-sponsored
management services organizations. If federal or state governments enact laws
that attract other health care providers to the managed care market, the Company
may encounter increased competition from other institutions seeking to increase
their presence in the managed care market and which have substantially greater
resources than the Company. There can be no assurance that the Company will be
able to compete effectively with its current competitors. Nor can there be
assurance that additional competitors will not enter the market, or that such
competition will not make it more difficult to enter into Affiliate or
FertilityPartner contracts on terms beneficial to the Company.

The fertility industry is highly competitive and characterized by
technological improvements. New ART services and techniques may be developed
that may render obsolete the ART services and techniques currently employed at
the fertility centers. Competition in the areas of fertility and ART services is
largely based on pregnancy and other patient outcomes. Accordingly, the ability
of a fertility center to compete is largely dependent on its ability to achieve
adequate pregnancy rates and patient satisfaction levels.

Government Regulation

As a participant in the health care industry, the Company's operations and
its relationships with the FertilityPartners centers and the IntegraMed Provider
Network are subject to extensive and increasing regulation by various
governmental entities at the Federal, state and local levels. These include, but
are not limited to, Federal and State Anti-Kickback Laws, Federal and State
Self-Referral Laws, False Claim Laws, Federal and State Controlled Substances
laws and regulations and Anti-Trust Laws. The Company believes its operations
and those of the FertilityPartners centers are in material compliance with
applicable health care laws. Nevertheless, the laws and regulations in this area
are extremely complex and subject to changing interpretation and many aspects of
the Company's business and business opportunities have not been the subject of
federal or state regulatory review or interpretation. Accordingly, there is no
assurance that the Company's operations have been in compliance at all times
with all such laws and regulations. In addition, there is no assurance that a
court or regulatory authority will not determine that the Company's past,
current or future operations violate applicable laws or regulations. If the
Company's interpretation of the relevant laws and regulations is inaccurate,
there could be a material adverse effect on the Company's business, financial
condition and operating results. There can be no assurance that such laws will
be interpreted in a manner consistent with the Company's practices. There can be

no assurance that a review of the Company or the fertility centers by courts or
regulatory authorities will not result in a determination that would require the
Company or the fertility centers to change their practices. There also can be no
assurance that the health care regulatory environment will not change so as to
restrict the Company's or the fertility centers' existing operations or their
expansion. Any significant restructuring or restriction could have a material
adverse effect on the Company's business, financial condition and operating
results.

Corporate Medical Practice Laws. The Company's operations may be subject to
state laws relating to corporations practicing medicine. State laws may prohibit
corporations other than medical professional corporations or associations from
practicing medicine or exercising control over physicians, and may prohibit
physicians from practicing medicine in partnership with, or as employees of, any
person not licensed to practice medicine. Furthermore, operations in California,
Maryland and Illinois may be subject to fee-splitting prohibitions. State law
may also prohibit a corporation other than professional corporations or
associations (or, in some states, limited liability companies) from acquiring
the goodwill of a medical practice. The Company believes its operations are in
material compliance with applicable state laws relating to the corporate
practice of medicine. The Company performs only non-medical administrative
services, and in certain circumstances, clinical laboratory services. The
Company does not represent to the public that it offers medical services. In
each state, the fertility center is the sole employer of the physicians, and the
fertility center retains the full authority to direct the medical, professional
and ethical aspects of its medical practice. However, although the Company
believes its operations are in material compliance with applicable state
corporate practice of medicine laws, the laws and their interpretations vary
from state to state, and are enforced by regulatory authorities who have broad
discretionary authority. There can be no assurance that these laws will be
interpreted in a manner consistent with the Company's practices or that other
laws or regulations will not be enacted in the future that could have a material
adverse effect on the Company's business, financial condition and operating
results.

Health Insurance Portability and Accountability Act. The recently enacted
Health Insurance Portability and Accountability Act ("HIPAA") was designed to
reduce the amount of administrative waste in healthcare today and to further
protect the privacy of any patient's medical information. HIPAA regulations
identify certain standards for both manual processes and automated processes and
systems handling patient medical information. The HIPAA regulations relating to
privacy of medical information were implemented on April 14, 2003. HIPAA
regulations related to standard data formats and data sets for electronic
transaction processing were implemented on October 16, 2003. Additional HIPAA
regulations for security are scheduled to be implemented in April 2005. The
HIPAA regulations may impose the need for additional required enhancements of
the Company's internal systems. While the Company will incur costs to become
compliant with the HIPAA regulations, management believes the regulations will
not have a significant overall impact on the Company's results of operations.

Liability and Insurance

Providing health care services entails a substantial risk of potential
medical malpractice and similar claims. The Company does not itself engage in
the practice of medicine or assume responsibility for compliance with regulatory
requirements directly applicable to physicians, and therefore requires
associated fertility centers to maintain medical malpractice insurance. In
general, the Company has established a program that provides the fertility
centers with such required insurance. However, in the event that services
provided at the fertility centers or any affiliated medical practice are alleged
to have resulted in injury or other adverse effects, the Company is likely to be
named as a party in a legal proceeding.

Although the Company currently maintains liability insurance that it
believes is adequate in risk and amount, successful malpractice claims could
exceed the limits of the Company's insurance and could have a material adverse
effect on the Company's business. Moreover, there is no assurance that the
Company will be able to obtain such insurance on commercially reasonable terms
in the future or that any such insurance will provide adequate coverage against
potential claims. In addition, a malpractice claim asserted against the Company
could be costly to defend, could consume management resources and could
adversely affect the Company's reputation and business, regardless of the merit
or eventual outcome of such claim. In addition, in connection with the asset
acquisition of certain fertility centers, the Company may assume some of the
fertility center's stated liabilities. Therefore, an entity may assert claims
against the Company for events related to the fertility center prior to its
becoming a FertilityPartner. The Company maintains insurance coverage related to
those risks that it believes is adequate as to the risks and amounts, although
there is no assurance that any successful claims will not exceed applicable
policy limits.

There are inherent risks specific to the provision of ART services.
Currently, fertility medication is critical to most ART services and a ban by
the United States Food and Drug Administration or any limitation on its use
would have a material adverse effect on the Company. Furthermore, ART services
increase the likelihood of multiple births, which are often premature and may
result in increased costs and complications.

Employees

As of March 1, 2005, the Company had 800 employees. Of these, 763 are
employed at the FertilityPartners contracted fertility centers and 37 are
employed at the Company's headquarters, including 9 who are executive
management. Of the Company's employees, 120 persons at the FertilityPartners
contracted fertility centers are employed on a part-time basis. The Company is
not a party to any collective bargaining agreement and believes its employee
relationships are good.

Segment Information

The Company is principally engaged in providing products and services to
the fertility market. For disclosure purposes, the Company recognizes services
offered to its network of fertility centers and its pharmaceutical distribution
operations as separate reporting segments. The services segment includes revenue
and costs categorized as FertilityPartners Service Fees and FertilityDirect
revenue, as follows (000's omitted):

Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------

For the Year ended December 31, 2004
Percentage of total revenues........... 0.0% 85.4% 14.6% 100.0%
Revenues............................... $(21) $91,936 $15,738 $107,653
Cost of Services....................... -- 80,657 15,188 95,845
----- -------- -------- ---------
Contribution........................... (21) 11,279 550 11,808

General and administrative costs....... 9,789
Interest, net.......................... 36
---------

Income before income taxes............. 1,983
--------
Depreciation expense included above.... 3,012
Capital expenditures................... 543 7,119 -- 7,662
Total assets........................... 13,016 40,051 8,778 61,845

For the Year ended December 31, 2003
Percentage of total revenues........... (0.2)% 82.8% 17.4% 100.0%
Revenues............................... $ (182) $77,571 $16,301 $93,690
Cost of Services....................... -- 67,403 15,830 83,233
Contribution........................... (182) 10,168 471 10,457

General and administrative costs....... 8,761
Interest, net.......................... (16)
---------

Income before income taxes............. 1,712
---------
Depreciation expense included above.... 2,163
Capital expenditures................... 440 7,195 -- 7,635
Total assets........................... 8,753 43,491 3,050 55,294

For the Year ended December 31, 2002
Percentage of total revenues........... (0.4)% 78.0% 22.4% 100.0%
Revenues............................... $ (322) $68,813 $19,709 $88,200
Cost of Services....................... -- 59,953 18,396 78,349
Contribution........................... (322) 8,860 1,313 9,851

General and administrative costs....... 8,097
Interest, net.......................... 52
---------

Income before income taxes............. 1,702
---------
Depreciation expense included above.... 2,162
Capital expenditures................... 238 1,792 -- 2,030
Total assets........................... 10,214 35,403 1,827 47,444

Significant Service Contracts

For the years ended December 31, 2004, 2003, and 2002 the following
fertility centers each individually provided greater than 10% of the Company's
Revenues, net and/or contribution as follows:

Percent of Company Percent of
Revenues, net Contribution
--------------------------- ---------------------------
2004 2003 2002 2004 2003 2002
------- ------ ------ ------- ------ ------

Boston......................... 11.3 10.4 10.8 13.4 13.9 14.2
Long Island.................... -- 5.1 10.0 -- 6.4 5.2
Illinois....................... 25.6 27.9 27.7 22.3 26.4 31.0
Shady Grove.................... 21.5 20.7 17.7 24.9 25.0 26.3
Bay Area....................... 7.7 7.7 7.4 6.8 8.6 10.9

ITEM 2. Properties

The Company's headquarters and executive offices are in Purchase, New York,
where it occupies approximately, 18,600 square feet under a lease expiring in
2012 at a monthly rental ranging from $29,500 to $51,100.

The Company leases, subleases, and/or occupies, pursuant to its
FertilityPartners agreements, each fertility center location from third-party
landlords. Costs associated with these agreements are included in "Cost of
services rendered" and are reimbursed to the Company as part of its fee;
reimbursed costs are included in "Revenues, net".

The Company believes its executive offices and the space occupied by the
fertility centers are adequate.

ITEM 3. Legal Proceedings

In June 2002, the Company was served with a complaint, captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The Company had retained
WINFertility in April 2001 to provide claims management services in connection
with the Company's Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the Company terminated the
contract in May 2002. Subsequent legal proceedings were resolved in January
2005. A judgment for $246,000 was rendered against the Company in January 2005,
primarily because the jury found the Company failed to give the required 30-day
notice of termination under the agreement.

On November 12, 2003 an action captioned South Broward Hospital District
vs. Wayne S. Maxson, M.D. et. al. was filed against, among others, the Company
and one of its FertilityPartners, in the Broward County Florida Circuit Court
alleging that the Company had interfered with the contractual relationship
between the Hospital and certain individuals. The Company and the other
defendants have filed a motion to dismiss the Complaint, which is scheduled to
be heard in March 2005. Moreover, the Company believes that if the Company's
motion to dismiss is denied, the Company has meritorious defenses to the claims
and 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.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity
Securities

The Company's Common Stock has been traded on The NASDAQ National Market
under the symbol "INMD" since the Company's formal name change in June 1996 and
prior to the name change under the symbol "IVFA" since May 21, 1993. Prior
thereto, the Company's Common Stock had been trading on the NASDAQ Small Cap
Market since October 8, 1992. The following table sets forth the high and low
closing sales price for the Common Stock, as reported on The NASDAQ National
Market.

Common Stock
-----------------
High Low
---- ----
2003
----
First Quarter.................... 6.60 4.75
Second Quarter................... 6.35 4.76
Third Quarter.................... 7.50 5.03
Fourth Quarter................... 7.30 6.00

2004
----
First Quarter.................... 8.44 6.12
Second Quarter................... 8.25 5.71
Third Quarter.................... 7.31 5.50
Fourth Quarter................... 13.26 5.91

On March 11, 2005, there were approximately 80 holders of record of the
Common Stock and approximately 2,600 beneficial owners of shares registered in
nominee or street name.

The Company has not paid dividends on its Common Stock during the last two
fiscal years. The Company currently anticipates that it will retain all
available funds for use in the operation and expansion of its business, and
therefore, does not anticipate paying any cash dividends on its Common Stock for
the foreseeable future.

The Company has two stock option plans all of which have been approved by
the Company's shareholders. The following table sets forth certain information
relative to our stock option plans.

Number of securities
Number of Securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a)
------------- ------------------- ------------------- -----------------------
(a) (b) (c)

Equity compensation
plans approved by
security holders........ 467,770 $4.80 73,734

Equity compensation
plans not approved
by security holders..... -- -- --
------- ----- ------

Total................ 467,770 $4.80 73,734
======= ===== ======

On October 15, 2002, the Company completed its redemption of the
outstanding 165,644 shares of the Series A Cumulative Convertible Preferred
Stock (the "Preferred Stock") for $10.30 per share in accordance with the
Certificate of Designation for the Preferred Stock.

Unregistered shares of Common Stock and warrants to purchase shares of
Common Stock were issued during 2002, as described in the following paragraphs
in reliance of Section 4(2) of the Securities Act of 1933.

In 2002, the Company issued an aggregate of 37,640 shares of restricted
Common Stock to members of the Company's Board of Directors and officers of the
Company. These shares had a market value on the date of issuance of $249,000.

In 2002, the Company issued an aggregate of 7,089 shares of restricted
Common Stock to the physician partners of the Northwest Center for Fertility and
Reproductive Endocrinology, in connection with the FertilityPartners agreement.
These shares had a market value of $45,000 on the date of issuance.

During 2002, the Company took advantage of market conditions and engaged
in a private placement of its Common Stock and issued 220,000 shares of Common
Stock and 88,000 warrants to purchase Common Stock with a net market value of
$1,375,000. The warrants became exercisable on January 31, 2003 and expire on
January 31, 2006. The Company filed a registration statement to cover the resale
of the Common Stock and the resale of the Common Stock underlying the warrants.
The additional equity raised was intended for general corporate purposes. In
addition, 17,600 warrants were issued to the underwriter of the private
placement, which became exercisable July 30, 2002 and expire July 30, 2007.

In 2003, the Company issued an aggregate of 58,345 shares of restricted
Common Stock to members of the Company's Board of Directors and officers of the
Company. These shares had a market value on the date of issuance of $417,000.

In 2004, the Company issued an aggregate of 33,000 shares of restricted
Common Stock to members of the Company's Board of Directors and officers of the
Company. These shares had a market value on the date of issuance of $211,000.

ITEM 6. Selected Financial Data

The following selected financial data (for the years ended December 31,
2004, 2003, 2002, 2001 and 2000 are derived from the Company's consolidated
financial statements and should be read in conjunction with the financial
statements, related notes, and other financial information included elsewhere in
this Annual Report on Form 10-K.

Statement of Operations Data :

December 31,
-------------------------------------------------------------
2004 2003 2002 2001 2000
-------- -------- --------- --------- ---------
(in thousands, except per share amounts)

Revenues, net................................ $107,653 $93,690 $88,200 $73,898 $56,999
Costs of services incurred................... 95,845 83,233 78,349 64,013 48,805
-------- -------- ------- ------- -------
Contribution................................. 11,808 10,457 9,851 9,885 8,194
General and administrative expenses.......... 9,789 8,761 8,097 7,827 5,880
Total other expenses, net.................... 36 (16) 52 102 210
-------- -------- ------- ------- -------
Income before taxes.......................... 1,983 1,712 1,702 1,956 2,104
Provision (benefit) for income taxes......... 797 668 562 (4,557) 187
-------- -------- ------- ------- -------
Net income................................... 1,186 1,044 1,140 6,513 1,917
Less: Dividends paid and/or accrued on
Preferred Stock........................... -- -- 69 133 133
-------- -------- ------- ------- -------
Net income applicable to Common
Stock .................................... $1,186 $ 1,044 $ 1,071 $ 6,380 $1,784
===== ======== ======== ======= ======

Basic EPS.................................... $0.33 $ 0.31 $ 0.33 $ 2.07 $ 0.43
===== ========= ========= ======== =======
Diluted EPS.................................. $0.32 $ 0.29 $ 0.31 $ 2.01 $ 0.43
===== ========= ========= ======== =======

Weighted average shares - basic.............. 3,554 3,413 3,195 3,081 4,110
===== ========= ========= ========= =======
Weighted average shares - diluted........... 3,716 3,586 3,468 3,175 4,172
===== ========= ========= ========= =======

Balance Sheet Data:

December 31,
-------------------------------------------------------------
2004 2003 2002 2001 2000
------ -------- --------- -------- -------
(in thousands)

Working capital (1).......................... $302 $3,294 $2,939 $ 4,208 $ 4,943
Total assets ................................ 61,845 55,294 47,444 44,621 38,845
Total indebtedness........................... 5,240 7,511 1,410 2,691 3,569
Accumulated deficit.......................... (13,430) (14,616) (15,660) (16,800) (23,313)
Shareholders' equity......................... 34,443 32,850 31,557 30,615 25,987

(1) Represents current assets less current liabilities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of
operations of the Company for the three years ended December 31, 2004. It should
be read in conjunction with the Company's Consolidated Financial Statements, the
related notes thereto and other financial and operating information included in
this Form 10-K.

Overview

IntegraMed America, Inc. (the "Company") 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, a financing subsidiary, the
Council of Physicians and Scientists, and a leading fertility portal
(www.integramed.com). Seventeen Affiliate fertility centers purchase discrete
service packages provided by the Company and seven fertility centers (eight as
of January 1, 2005) have access to the entire portfolio of products and services
under the comprehensive FertilityPartners(TM) program. All twenty-five centers
have access to the Company's consumer services, principally pharmaceutical
products and patient financing products.

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 members of the IntegraMed Provider Network; (iii)
entering into additional FertilityPartners(TM) contracts; (iv) increasing
revenues at contracted FertilityPartners(TM) centers; (v) increasing the number
of Shared Risk Refund treatment packages sold to patients of 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

On April 26, 2002, the Company signed a FertilityPartners agreement with
the Margate, Florida based Northwest Center for Infertility and Reproductive
Endocrinology ("NCIRE"). Under the terms of the 15-year agreement, the Company's
service fees are comprised of reimbursed costs of services, a tiered percentage
of revenues, and an additional fixed percentage of NCIRE earnings. The Company
invested approximately $2 million to fund the construction and equipping of a
new state-of-the-art facility to house the clinical practice and embryology
laboratory for NCIRE and its patients.

On July 30, 2002, the Company completed a private placement of 220,000
shares of its Common Stock at $6.25 per share and warrants to purchase 88,000
shares of Common Stock at an exercise price of $9.00 per share, resulting in
gross proceeds of $1,375,000. The warrants become exercisable commencing January
31, 2003 and will expire on January 31, 2006. Additionally, warrants to purchase
17,600 shares of Common Stock at an exercise price of $6.25 per share were
issued to the underwriter in connection with the private placement. These
warrants became exercisable July 30, 2002 and will expire on July 30, 2007.

On November 25, 2002, the Company announced the ending of its
FertilityPartners agreement with RSA of New York. The agreement ended on
November 15, 2003. RSA of New York serves the Long Island market and 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.

During 2003, the Company negotiated revised fee structures on three of its
existing FertilityPartner contracts. In all three of these contracts, the
timetable for the phase-in of that portion of the fee reductions which are based
on the earnings of the underlying fertility centers was delayed by one year.
Beginning in the year 2006, two of these revised contracts, also contain a
maximum limit on the amount of fees the Company can earn, which are based on the
earnings of the underlying fertility centers. These maximum limitations are
below the fees earned by the Company on these portions of the contracts in 2004.
The third contract contains no maximum limitation. The Company believes that
these fee limitations will be more than offset by volume based increases in fees
earned in other areas of its existing contracts, the sale of new
FertilityPartner contracts and growth in its FertilityDirect business unit.

In July 2003, the Company amended its existing credit agreements with FLEET
NATIONAL BANK, a Bank of America Company (Fleet). The amended agreement is
comprised of a renewal of the Company's $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 the Company's previous term loan.
The Company believes that these credit facilities will be sufficient to fund its
current operational, capital investment and acquisition plans.

On September 1, 2003, the Company 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 Company's service fees are comprised of reimbursed costs of
services, a tiered percentage of revenues, and an additional fixed percentage of
REACh's earnings. The Company also committed up to $2 million to fund the
construction and equipping of a new state-of-the-art facility to house the
clinical practice and embryology laboratory for REACh and its patients.

On January 1, 2004, the Company signed a FertilityPartners agreement with
the Seattle, Washington based Seattle Reproductive Medicine, Inc., P.S. ("SRM")
physician practice. Under the terms of this 15-year agreement, the Company's
service fees are comprised of reimbursed costs of services, a tiered percentage
of revenues, and an additional fixed percentage of SRM's earnings. The Company
also committed up to $2 million to fund the construction and equipping of a new
state-of-the-art facility to house the clinical practice and embryology
laboratory for SRM and its patients. Based on the terms of this transaction,
IntegraMed was paid a fixed service fee for approximately eleven months of 2004
until the new facility was fully operational in December 2004. Upon becoming
fully operational, IntegraMed's service fees reverted to the fee structure
described above.

Effective January 1, 2005, the Company signed a FertilityPartner agreement
to supply a complete range of business, marketing and facility services to the
Reproductive Partners Medical Group, Inc., a fertility practice comprised of six
physicians in the Southern California market. Under the terms of this 25-year
agreement, IntegraMed has committed up to $0.5 million to fund any necessary
capital needs of the practice. Based on the terms of the transaction, IntegraMed
service fees will be comprised of the Company's standard reimbursed costs of
services, a variable percentage of revenues, plus an additional fixed percentage
of the center's earnings. The Company expects this transaction to be immediately
accretive to earnings.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most
"critical accounting policies" in MD&A. The SEC indicated that a "critical
accounting policy" is one which is both important to the portrayal of the
company's financial condition and results and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. We
believe that the following accounting policies fit this definition:

Basis of consolidation --

The consolidated financial statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries. All significant inter-company
transactions have been eliminated. The Company principally derives its revenues
from FertilityPartners contracts, the sale of pharmaceutical products and fees
from patients enrolling in its Shared Risk Refund program. The Company does not
have a controlling financial interest in any of the medical practices to which
it provides services and as such does not consolidate their results.

Use of Estimates--

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions in certain circumstances that
affect amounts reported in the accompanying consolidated financial statements
and related footnotes. In preparing these financial statements, management has
made its best estimates and judgments of certain amounts included in the
financial statements, giving due consideration to materiality. The most
significant estimates include the allowance for uncollectibles related to
pharmaceutical sales, the reserve for estimated refunds due to pregnancy loss in
our Shared Risk Refund Program and the valuation allowance related to our
deferred tax assets. The Company does not believe there is a great likelihood
that materially different amounts would be reported related to the accounting
policies described below. However, application of these accounting policies
involves the exercise of judgment and use of assumptions as to future
uncertainties and, as a result, actual results could differ from these
estimates.

Revenue and cost recognition --

FertilityPartners service fees

As of December 31, 2004, the Company provided comprehensive services to
fertility centers under seven FertilityPartners contracts. Under all seven
agreements, the Company receives as compensation for its services a three-part
fee comprised of: (i) a tiered percentage of net revenues, (ii) reimbursed costs
of services (costs incurred in servicing a fertility center and any costs paid
on behalf of the fertility center) and (iii) a fixed percentage of earnings
after services fees.

All revenues from FertilityPartners service fees are recorded in the period
services are rendered. Direct costs incurred by the Company in performing its
services and costs incurred on behalf of the medical practices are reported as
costs of services. Revenue and costs are recognized in the same period in which
the related services have been performed.

Pharmaceutical Sales

The Company distributes fertility related pharmaceutical products through
IntegraMed Pharmaceutical Services, Inc., ("IPSI"). The Company has a servicing
arrangement with ivpcare, inc., to fulfill the purchase and distribution of
those pharmaceuticals. IPSI accepts patient orders, verifies patient insurance
coverage where applicable and ships prescription-based pharmaceuticals directly
to patients of certain affiliated fertility centers. Revenue is derived from the
sales of these pharmaceuticals and is recorded, along with the related costs
including the fee due ivpcare, when title and risk of loss pass to the
customers, which is when shipments are made. The cost of pharmaceutical products
purchased is recorded as a cost of sales and is not offset against revenues.

Shared Risk Refund Program

The Shared Risk Refund program consists of a fertility treatment 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. Expenses related to
the program are recorded as incurred. Potentially refundable revenues are
deferred until the pregnancy outcome is determined. The Company manages the risk
associated with the Shared Risk Refund program through a case management
program. This case management program authorizes patient care and provides
information to be used in recognizing revenue. A reserve for estimated refunds
due to pregnancy loss is maintained and based on historical averages of
pregnancy losses applied to the revenues recorded within the applicable periods.

Due from Medical Practices --

Due from Medical Practices represents the net amounts owed to the Company
by the medical practices. This balance is comprised of amounts owed to the
Company by the medical practices for funds, which the Company has advanced to
the practices for use in financing their accounts receivable, less balances owed
to the medical practices by the Company for undistributed amounts earned by
their physicians. Due from Medical Practices excludes amounts owed by the
Company to medical practices for acquired exclusive services rights since the
Financial Accounting Standards Board Interpretation 39 conditions for offset are
not met for these obligations. Such acquired rights are reported as intangible
assets.

Income taxes --

The Company accounts for income taxes utilizing the asset and liability
approach in accordance with Financial Accounting Standards No. 109, "Accounting
For Income Taxes" (FAS 109). The income tax (benefit) provision is determined
under the asset and liability approach. Deferred tax assets and liabilities are
recognized on differences between the book and tax basis of assets and
liabilities using presently enacted tax rates. The income tax (benefit)
provision is the sum of the amount of income tax paid or payable for the year as
determined by applying the provisions of enacted tax laws to the taxable income
for that year and the net change during the year in the Company's deferred tax
assets and liabilities.

Exclusive Service Rights --

Exclusive service rights represent costs incurred by the Company for the
right to service certain fertility centers and are valued at cost less
accumulated amortization, which is provided on a straight-line basis over the
service length of the contract, usually ten to twenty-five years. The Company
periodically reviews exclusive business service rights to assess recoverability;
a change would be recognized in the consolidated statement of operations if an
impairment was determined to have occurred. Recoverability is determined based
on undiscounted expected earnings from the related business over the remaining
amortization period.

Results of Operations

The following table shows the percentage of net revenue represented by
various expenses and other income items reflected in the Company's Consolidated
Statement of Operations for the years ended December 31, 2004, 2003 and 2002:

2004 2003 2002
------- ------- -------

Revenues, net (see Note 2):
FertilityPartners service fees............................ 80.0% 79.4% 75.8%
Pharmaceutical Sales...................................... 14.6% 17.4% 22.3%
FertilityDirect revenues.................................. 5.4% 3.2% 1.9%
----- ------ ------
Total revenues........................................... 100.0% 100.0% 100.0%

Costs of services incurred:
FertilityPartners service fees........................... 71.3% 69.9% 66.0%
Pharmaceutical Sales..................................... 14.1% 16.9% 21.5%
FertilityDirect revenues................................. 3.6% 2.1% 1.3%
----- ----- -----
Total costs of services incurred....................... 89.0% 88.9% 88.8%

Contribution:
FertilityPartners service fees........................... 8.7% 9.5% 9.8%
Pharmaceutical Sales..................................... 0.5% 0.5% 0.9%
FetilityDirect revenues.................................. 1.8% 1.1% 0.5%
----- ----- -----
Total contribution..................................... 11.0% 11.1% 11.2%

General and administrative expenses........................... 9.1% 9.3% 9.2%
Interest income............................................... (0.2)% (0.1)% (0.1)%
Interest expense.............................................. 0.3% 0.1% 0.2%
----- ----- -----
Total other expenses................................... 9.2% 9.3% 9.3%

Income from operations before income taxes.................... 1.8% 1.8% 1.9%
Income tax provision.......................................... 0.7% 0.7% 0.6%
----- ----- -----
Net income ................................................... 1.1% 1.1% 1.3%

Calendar Year 2004 Compared to Calendar Year 2003

Revenues for the year ended December 31, 2004 increased by a net $14.0
million, or 14.9%, from the year ended 2003. The main factors contributing to
this net increase were:

(i) Revenues at FertilityPartner centers increased by $11.7 million,
or 15.7%. This increase was largely driven by growth in patient
volume resulting from organic growth from existing clinics as well
as geographic expansion from new FertilityPartner agreements.
Mature FertilityPartner clinics (i.e., those established prior to
2003) grew by $6.0 million. The two FertilityPartners agreements
with clinics in North Carolina and Washington State, signed
subsequent to January 1, 2003, generated revenues of $6.9 million
in 2004 and $1.2 million in 2003. Revenues for 2003 also included
$4.8 million related to our FertilityPartner agreement with RSA of
New York, which terminated in June 2003.

(ii) Revenue at the Company's pharmaceutical unit decreased by $0.6
million, or 3.5%. This reduction in revenue was the result of the
Company's decision in mid-2003 to de-emphasize the sale of certain
high volume products due to the lack of profitability. Subsequent
to this decision, revenues at our pharmaceutical unit have
substantially recovered, with revenues for the fourth quarter of
2004 rising $0.5 million above the same period in 2003.

(iii) FertilityDirect revenues, which are comprised primarily of the
Company's Shared Risk Refund program and membership fees from
affiliated clinics, increased by $2.9 million, or 95.8% from prior
year levels. The Company anticipates continued growth from its
FertilityDirect programs and is planning additional marketing
initatives in this area.

Contribution of $11.8 million in 2004 was up approximately $1.4 million, or
12.9% from 2003. As a percentage of revenue, the contribution margin remained
substantially unchanged at 11.0% in 2004 vs. a margin of 11.1% in 2003. The
following factors had a significant impact on contribution in 2004:

(i) Contribution generated by the Company's FertilityPartners
increased by $0.4 million in 2004, despite a decline in margin to
10.9% from 12.0% in 2003. The higher aggregate volume growth in
both revenue and contribution, coupled with slightly lower margin
rates, reflect the effect of the Company's previously disclosed
fee structure, negotiated in 2001, which called for reduced fees
to be phased in over a number of years, and was designed to spur
higher gross revenues and market share. Contribution amounts for
2003 also included $0.6 million related to our FertilityPartner
agreement with RSA of New York which terminated in June 2003.

(ii) Pharmaceutical contribution increased by $0.1 million, or 16.7%,
during 2004, with margin rates rising to 3.5% in 2004 vs. 2.9% in
the prior year. The increased contribution and margin reflect the
positive impact of our decision in mid-2003 to re-focus our
product mix on a higher yielding suite of pharmaceuticals.

(iii) Contribution in the Company's FertilityDirect program increased
$0.8 million, or 78.2% in 2004 vs 2003. This increase was the
result of continued growth in Shared Risk Refund patient volume as
well as a higher monthly fee structure for affiliated clinics.

General and Administrative expenses increased by $1.0 million, to $9.8
million in 2004. As a percentage of net revenues, General and Administrative
costs declined to 9.1% of revenues in 2004, from 9.3% in 2003. Increased General
and Administrative support costs are largely the result of additional marketing
expenses designed to boost patient volume and added costs associated with new
regulatory compliance requirements.

Interest income increased to $259,000 for the year ended December 31, 2004,
from $125,000 in 2003. This increase is attributable to additional interest
income earned on capital investments at several FertilityPartner clinics which
experienced new facility build-outs, or extensive expansion of existing
facilities, in 2004. Interest expense increased to $295,000 for the year ended
December 31, 2004 from $109,000 in 2003, primarily as a result of interest
charges on the outstanding portion of our revolving line of credit.

The provisions for income tax were approximately $0.8 million in 2004 and
$0.76 million in 2003. There were no Federal income tax payments during 2004, or
2003, due to the utilization of the Company's net operating loss carry forwards.
The Company's effective tax rate for 2004 was approximately 40.2% and reflects a
provision for current state taxes as well as amortization of the Company's
deferred Federal tax asset.

Calendar Year 2003 Compared to Calendar Year 2002

Revenues for the year ended December 31, 2003 increased by a net $5.5
million, or 6.2%, from the year ended 2002. The main factors contributing to
this net increase were:

(i) Revenues at FertilityPartner centers increased by $7.6 million, or
11.3%. This increase was largely driven by increased patient
volume resulting from intensified marketing campaigns, above
average pregnancy rates for infertility treatment, and in some
cases, the addition of new physicians to the practice and new
agreements. The mature (FertilityPartner agreement established
prior to 2002) centers grew $6.6 million. The FertilityPartners
agreement signed with NCIRE in April 2002, contributed a full
years revenue of $6.1 million vs. approximately $2.3 million in
the year ended December 31, 2002 The FertilityPartners agreement
signed with REACh in September 2003 contributed $1.2 million in
revenues in 2003, Revenues from these new FertilityPartner
agreements were partially offset by the termination of our
FertilityPartner agreement with RSA of New York in June of 2003.
The RSA agreement generated revenues of $4.8 million in 2003 vs.
revenues of $8.8 million in 2002.

(ii) Revenue at the Company's pharmaceutical unit decreased by $3.4
million, or 17.3%. This reduction in revenue was the result of the
Company's decision to de-emphasize the sale of certain high volume
products due to the lack of profitability resulting from pricing
pressures within the market. The Company believes that these
pricing issues have been resolved by price changes agreed to by
19

the payers and that revenues and volume will increase in future
periods.

(iii) FertilityDirect revenues, which are comprised primarily of the
Company's Shared Risk Refund program and membership fees from
affiliated clinics, increased by $1.3 million, or 80.2% from prior
year levels.

Contribution of $10.5 million in 2003 was up $0.6 million, or 6.1% from
2002 levels. As a percentage of revenue, the contribution margin remained
unchanged at 11.2% for both 2003 and 2002 results. The following factors had a
significant effect on contribution in 2003:

(i) Contribution generated by the Company's FertilityPartners
increased by $0.3 million in 2003, despite a decline in margin to
12.0% from a 12.9% level in 2002. Higher aggregate contributions
levels were generated by strong patient volume growth among the
FertilityPartner clinics. However margin rates declined slightly
due to the effect of the Company's previously disclosed fee
structure, negotiated in 2001, which called for reduced fees to be
phased in over a number of years. The mature centers contribution
fell $0.2 million. The FertilityPartners agreement signed with
NCIRE in April 2002, contributed a full years contribution of $0.6
million vs. approximately $0.3 million in the year ended December
31, 2002. The FertilityPartners agreement signed with REACh in
September 2003 contributed $0.1 million in contribution in 2003.
Contribution for the terminated FertilityPartner agreement with
RSA of New York generated contribution of $0.6 million in 2003 vs.
contribution of $0.5 million in 2002.

(ii) Pharmaceutical contribution declined by $0.3 million, or 39.1%,
during 2003 and margin rates slipped to 2.9% from 3.9% in the
prior year. The decline in contribution was a result of the
Company's decision to de-emphasize certain specific high volume
pharmaceuticals products, which became unprofitable due to
manufacturer pricing increases coupled with insurance
reimbursement reductions. The Company believes these pricing
issues have been resolved by payers acceptance of increased prices
and anticipates its pharmaceutical margin to improve in 2004.

(iii) Contribution in the Company's FertilityDirect program increased
$0.6 million, or 143.5% during 2003. These increases were driven
by increased Shared Risk Refund patient volume, additional
fertility clinics participating in the FertilityDirect program as
well as a higher monthly fee structure for these clinics.

General and Administrative expenses increased by $0.7 million, to $8.8
million in 2003 from $8.1 million in 2002. This increase is mainly the result of
additional marketing costs in support of the Company's FertilityDirect program,
and costs associated with new regulatory compliance requirements.

Interest income rose to $125,000 for the year ended December 31, 2003, from
$103,000 in 2002. This increase is attributable to additional interest income
earned on capital investments at some FertilityPartner clinics. Interest expense
declined to $109,000 for the year ended December 31, 2003 from $155,000 for 2002
as a result of scheduled debt reductions in the first two quarters of 2003.

The provisions for income tax were approximately $0.7 million and $0.6
million for the years ended December 31, 2003 and 2002, respectively. There were
no Federal income tax payments during 2003 due to the utilization of the
Company's net operating loss carry forwards. The Company's effective tax rate
for 2003 was approximately 39% and reflects 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 December 31, 2004, we are not involved in any material
unconsolidated SPE transactions.

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 decreased to $0.3 million as of
December 31, 2004 from $3.3 million as of December 31, 2003 mainly as a result
of the $4.7 increase in the liability for patient deposits, which are
prepayments for future medical services, only partially offset by other normal
changes in current assets and current liabilities caused by the timing of
collections and payments. The Company believes that working capital and,
specifically, cash and cash equivalents remain at adequate levels to fund the
Company's operations. As of December 31, 2004, the Company did not have any

significant contractual commitments for the acquisition of fixed assets or
construction of leasehold improvements, however, it has budgeted upcoming
capital expenditures of approximately $3.0 million for 2005. These expenditures
are primarily related to the expansion of the Company's existing
FertilityPartners centers, including the construction of new satellite clinics
in Illinois and Washington State, as well as upgrades to existing clinics. The
Company believes that the cash flows from its operations plus its available
credit facility will be sufficient to provide for its future liquidity needs for
the next twelve months.

In July 2003, the Company amended its existing credit facility with Fleet.
The amended facility is comprised of a $7.0 million three-year working capital
revolver and a $5.75 million 3 year term loan, of which approximately $4.0
million remained outstanding with a remaining term of approximately 1.5 years as
of December 31, 2004. Proceeds of $0.75 million from the new $5.75 million term
loan were immediately used to repay an outstanding balance of $0.75 million on
the Company's previous term loan with Fleet. Each component of this credit
facility bears interest by reference to Bank of America's prime rate or LIBOR,
at the Company's option, plus a margin, which is dependent upon a leverage test,
ranging from 2.25% to 2.75% in the case of LIBOR-based loans. Prime based loans
are made at Bank of America's prime rate and do not contain an additional
margin. Interest on the prime-based loans is payable monthly and interest on
LIBOR-based loans is payable on the last day of each applicable interest period.
As of December 31, 2004, interest on both the term loan and working capital
revolver was payable at a rate of approximately 4.45%. 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 in the credit agreement. As of
December 31, 2004, under the working capital revolver the full amount of $7.0
million was available, of which the Company had drawn $1.0 million for general
corporate purposes. The remaining working capital revolver balance of $6.0
million is available to the Company. The Fleet credit facility is collateralized
by all of the Company's assets. As of December 31, 2004, the Company was in full
compliance with all applicable debt covenants.

The Company is also continuously reviewing its credit agreements and
may renew, revise or enter into new agreements from time to time as deemed
necessary.

Significant Contractual Obligations and Other Commercial Commitments:

The following summarizes the Company's contractual obligations and other
commercial commitments at December 31, 2004, and the effect such obligations are
expected to have on its liquidity and cash flows in future periods.

Payments Due by Period
----------------------

Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
-------------- ---------------- ---------------- ----------- -------------

Notes Payable................. $ 5,476,000 $2,316,000 $3,160,000 $ -- $ --
Capital lease obligations..... 214,000 68,000 146,000 -- --
Operating leases.............. 32,257,000 5,051,000 10,259,000 8,807,000 8,140,000
FertilityPartners capital and
other obligations......... 3,528,000 3,528,000
Total contractual cash
obligations............... $41,475,000 $10,963,000 $13,565,000 $8,807,000 $8,140,000

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 $ -- $ --

The Company also has commitments to provide accounts receivable financing
under its FertilityPartners agreements. Generally, the Company's financing of
this receivable occurs on or before the 20th business day 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 base 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 the practice's
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.

New Accounting Standards

In December 2004, the FASB issued Statement No. 123(R), Share-Based
Payment", revising Statement No. 123 and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees." Statement No. 123(R) requires
companies to measure the cost of employee services received in exchange for an
award of equity instruments and include these costs in the financial statements.
Statement No. 123(R) applies to all stock awards granted after the effective
date and all outstanding and unvested share-based payment awards as of the
effective date. Statement No. 123(R) is effective as of the beginning of the
first interim or annual period that begins after June 15, 2005. The Company does
not expect the impact of implementing Statement No. 123(R) to be material as it
had previously adopted the fair value expense recognition provisions of FAS No.
148.

Forward Looking Statements

This Form 10-K and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking statements regarding events and/or
anticipated results within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the attainment of which
involve various risks and uncertainties. Forward-looking statements may be
identified by the use of forward-looking terminology such as, "may", "will",
"expect", "believe", "estimate", "anticipate", "continue", or similar terms,
variations of those terms or the negative of those terms. The Company's actual
results may differ materially from those described in these forward-looking
statements due to the following factors: the Company's ability to acquire
additional FertilityPartners agreements, including 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.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Our interest expense is sensitive to changes in the general level of
interest rates. At December 31, 2004 we had an oustanding balance of $1,000,000
under a working capital revolver and $4,025,000 under a term loan. Both
borrowings have a remaining term of approximately 1.5 years. Each borrowing
bears interest at LIBOR plus a margin. At December 31, 2004, both borrowings had
an interest rate of approximately 4.45%. A one percent change in interest rates
would impact pre-tax income by approximately $50,000 and net income by
approximately $30,000. The Company has not entered into any interest rate swap
transactions.

ITEM 8. Financial Statements and Supplementary Data

See Index to Financial Statements on page F-1.

ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

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(e) under the Exchange Act) as of December 31, 2004 (the "Evaluation
Date"). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective.

Changes in Internal Control over Financial Reporting - There were no
changes during our fourth quarter ended December 31, 2004 that have materially
affected, or is reasonably likely to effect, our internal control over financial
reporting.

ITEM 9B. Other Information

None.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

Information with respect to the executive officers and directors of the
Company is incorporated by reference from the Company's Proxy Statement relating
to the Annual Meeting of Shareholders to be held on May 24, 2005.

The Company has an Audit Committee comprised solely of independent
directors, one of whom is a financial expert, as defined by Item 401 of
Regulation S-K. The members of the Audit Committee are identified under the
Committees of the Board Section of the Company's Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 24, 2005 and is incorporated
herein by reference.

The Company has adopted a Code of Ethics applicable to directors and
principal executive, financial and accounting officers of the Company. Such Code
of Ethics is available at the Company's website http://www.integramed.com.

ITEM 11. Executive Compensation

This information is incorporated by reference from the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on May 24,
2005.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management,
and Related Stockholder Matters

This information is incorporated by reference to the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on May 24,
2005.

ITEM 13. Certain Relationships and Related Transactions

This information is incorporated by reference to the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on May 24,
2005.

ITEM 14. Principal Accountant Fees and Services

This information is incorporated by reference to the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on May 24,
2005.

PART IV

ITEM 15. Exhibits and Financial Statement Schedule

(a) (1) Financial Statements.

(2) The exhibits that are listed on the Index to Exhibits
herein which are filed herewith as a management agreement
or compensatory plan or arrangement are: 10.61(f);
10.95(d); 10.105(g); 10.113(j); 10.118(c); 14.1.

(b)Exhibits. The list of exhibits required to be filed with this Annual
Report on Form 10-K is set forth in the Index to Exhibits herein.

FINANCIAL STATEMENTS

Item 8 and 15 (a)(1)

Contents

Page
----
INTEGRAMED AMERICA, INC.

Report of Independent Registered Public Accounting Firm............. F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003........ F-3
Consolidated Statements of Operations for the years ended
December 31, 2004, 2003 and 2002................................. F-4
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2004, 2003 and 2002..................... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002................................. F-6
Notes to Consolidated Financial Statements.......................... F-7

FINANCIAL STATEMENT SCHEDULE

Report of Independent Registered Public Accounting Firm
on Financial Statement Schedule II.......................... S-1
Valuation and Qualifying Accounts.............................. S-2

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
IntegraMed America, Inc.:

In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of IntegraMed
America, Inc. and its subsidiaries at December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the index appearing under Item 8 and
15 (a) (1) presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
--------------------------

Boston, Massachusetts
February 16, 2005

F-2

INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all amounts in thousands, except share amounts)

December 31,
---------------
2004 2003
---- ----
ASSETS

Current assets:
Cash and cash equivalents ....................................................... $ 11,300 $ 6,885
Due from Medical Practices, net (see Note 2) .................................... 8,130 8,918
Pharmaceutical sales accounts receivable, net ................................... 1,259 1,484
Deferred taxes, net (see Note 9) ................................................ 1,950 948
Prepaids and other current assets ............................................... 2,043 3,264
-------- --------
Total current assets ........................................................ 24,682 21,499

Fixed assets, net (see Note 6) .................................................. 14,868 10,218
Exclusive Service Rights and other intangibles, net (see Note 5) ................ 20,519 20,504
Deferred taxes, net (see Note 9) ................................................ 1,366 2,795
Other assets .................................................................... 410 278
-------- --------
Total assets ................................................................ $ 61,845 $ 55,294
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................................ $ 519 $ 167
Accrued liabilities (see Note 7) ................................................ 7,451 5,274
Current portion of long-term notes payable and other obligations (see Note 8) ... 2,218 3,272
Patient deposits (see Note 2) ................................................... 14,193 9,492
-------- --------
Total current liabilities ................................................... 24,381 18,205
-------- --------

Long-term notes payable and other obligations (see Note 8) ......................... 3,021 4,239
-------- --------

Commitments and Contingencies (see Note 14)

Shareholders' equity:
Common Stock, $.01 par value - 15,000,000 and 50,000,000 shares authorized in
2004 and 2003 respectively; and 3,647,282 and 3,544,292 shares issued and
outstanding in 2004 and 2003, respectively .................................... 36 35
Capital in excess of par ........................................................ 48,467 48,172
Deferred Compensation ........................................................... (293) (315)
Treasury stock, at cost - 40,547 and 89,595 shares in 2004 and 2003, respectively (337) (426)
Accumulated deficit ............................................................. (13,430)
-------- --------
Total shareholders' equity .................................................. 34,443 32,850
-------- --------

Total liabilities and shareholders' equity .................................. $ 61,845 $ 55,294
======== ========

See accompanying notes to the consolidated financial statements.

F-3

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(all amounts in thousands, except per share amounts)

For the years ended December 31,
----------------------------------
2004 2003 2002
-------- ------- -------

Revenues, net (see Note 2)
FertilityPartners service fees ..................................... $ 86,079 $ 74,408 $ 66,837
Pharmaceutical sales ............................................... 15,738 16,301 19,709
FertilityDirect revenues ........................................... 5,836 2,981 1,654
--------- --------- ---------
Total revenues .................................................. 107,653 93,690 88,200
--------- --------- ---------

Costs of services and sales:
FertilityPartners center costs ..................................... 76,705 65,479 58,193
Pharmaceutical costs ............................................... 15,188 15,830 18,936
FertilityDirect costs .............................................. 3,952 1,924 1,220
--------- --------- ---------
Total costs of services and sales ............................... 95,845 83,233 78,349
--------- --------- ---------

Contribution
FertilityPartners center contribution .............................. 9,374 8,929 8,644
Pharmaceutical contribution ........................................ 550 471 773
FertilityDirect contribution ....................................... 1,884 1,057 434
--------- --------- ---------
Total contribution .............................................. 11,808 10,457 9,851
--------- --------- ---------

General and administrative expenses ................................... 9,789 8,761 8,097
Interest income ....................................................... (259) (125) (103)
Interest expense ...................................................... 295 109 155
--------- --------- ---------
Total other expenses ............................................... 9,825 8,745 8,149
--------- --------- ---------

Income before income taxes ............................................ 1,983 1,712 1,702
Income tax provision (see Note 9) ..................................... 797 668 562
--------- --------- ---------

Net income ............................................................ 1,186 1,044 1,140
Less: Dividends paid and/or accrued on Preferred Stock ................ -- -- 69
--------- --------- ---------
Net income applicable to Common Stock ................................. $ 1,186 $ 1,044 $ 1,071
========= ========= =========

Basic and diluted net earnings per share of Common Stock (see Note 10):
Basic earnings per share ......................................... $ 0.33 $ 0.31 $ 0.33
========= ========= =========
Diluted earnings per share ....................................... $ 0.32 $ 0.29 $ 0.31
========= ========= =========

Weighted average shares - basic ....................................... 3,554 3,413 3,195
========= ========= =========
Weighted average shares - diluted ..................................... 3,716 3,586 3,468
========= ========= =========

See accompanying notes to the consolidated financial statements.

F-4

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(all amounts in thousands)

Cumulative Convertible
Preferred Stock Common Stock Capital in Accumulated Treasury Stock Deferred
Shares Amount Shares Amount Excess of Par Deficit Shares Amount Compensation
------ ------ ------ ------ ------------- ------- ------------- ------------

BALANCE AT DECEMBER 31, 2001 166 $166 3,058 $ 31 $47,218 $(16,800) -- $ -- $ --
Issuance of Common Stock -- -- -- -- 45 -- -- -- --
Issuance of Restricted Stock Grants -- -- 45 -- 248 -- -- -- --
Options and warrants exercised -- -- 31 1 100 -- -- -- --
Secondary Offering -- -- 220 2 1,136 -- -- -- --
Dividends paid to preferred
shareholders.. -- -- -- -- (69) -- -- -- --
Purchase of Preferred Stock (166) (166) -- -- (1,495) -- -- -- --
Net income -- -- -- -- -- 1,140 -- -- --
---- ----- ------- ------- ------- -------- --- ----- -----

BALANCE AT DECEMBER 31, 2002 -- $ -- 3,354 $ 34 $47,183 ($15,660) -- $ -- $ --
Issuance of Restricted Stock Grants -- -- 58 -- 417 -- -- -- --
Options and warrants exercised -- -- 132 1 146 -- -- -- --
Treasury Stock transactions, net -- -- -- -- 426 -- 90 (426) --
Stock Grants issued, net -- -- -- -- -- -- -- -- (440)
Stock Grant amortization -- -- -- -- -- -- -- -- 125
Net income -- -- -- -- -- 1,044 -- -- --
---- ----- ------- ------- ------- -------- --- ----- -----

BALANCE AT DECEMBER 31, 2003 -- $ -- 3,544 $ 35 $48,172 $(14,616) 90 $(426) $(315)
Issuance of Restricted Stock Grants -- -- 33 -- 211 -- -- -- --
Options and warrants exercised -- -- 210 2 907 -- -- -- --
Treasury Stock transactions, net -- -- (140) (1) (823) -- (49) (89) --
Stock grants issued, net -- -- -- -- -- -- -- -- (219)
Stock grant amortization -- -- -- -- -- -- -- -- 241
Net income -- -- -- -- -- 1,186 -- -- --
---- ----- ------- ------- ------- -------- --- ----- -----

BALANCE AT DECEMBER 31, 2004 -- $ -- 3,647 36 $48,467 $(13,430) 41 $(337) $293
==== ===== ====== ======= ======= ======== === ===== ====

See accompanying notes to the consolidated financial statements.

F-5

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)

For the years ended December 31,
-----------------------------------
2004 2003 2002
------- --------- ---------

Cash flows from operating activities:
Net income ..................................................... $ 1,186 $ 1,044 $ 1,140
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ................................ 4,239 3,342 3,590
Deferred income tax provision ................................ 427 537 811
Deferred compensation ........................................ 241 125 336
Changes in assets and liabilities Decrease (increase) in assets:
Due from Medical Practices ................................ 788 (3,621) (351)
Pharmaceutical sales accounts receivable .................. 225 153 (126)
Prepaids and other current assets ......................... 1,214 (699) (1,563)
Other assets .............................................. (132) 1 284
Increase (decrease) in liabilities:
Accounts payable .......................................... (741) 437 (613)
Accrued liabilities ....................................... 3,269 (2,265) 1,144
Patient deposits .......................................... 4,701 2,284 2,557
-------- -------- --------
Net cash provided by operating activities .......................... 15,417 1,338 7,209
-------- -------- --------
Cash flows from investing activities:
Payment for exclusive FertilityPartners service rights ......... (1,203) (2,290) (3,586)
Acquisition of trademark rights ................................ (38) -- --
Proceeds from sale of fixed assets ............................. -- 395 --
Proceeds from sale of intangible assets ........................ -- 136 --
Purchase of fixed assets and leasehold improvements ............ (7,662) (7,635) (2,030)
-------- -------- --------
Net cash used in investing activities .............................. (8,903) (9,394) (5,616)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of Common Stock ......................... -- -- 1,532
Proceeds from issuance of debt ................................. -- 8,028 --
Principal repayments on debt ................................... (2,213) (1,884) (1,062)
Principal repayments under capital lease obligations ........... (59) (43) (145)
Repurchase of Common Stock ..................................... (736) -- --
Repurchase of Preferred Stock .................................. -- -- (1,661)
Exercise of common stock options and warrants .................. 909 147 --
Dividends paid on Convertible Preferred Stock .................. -- -- (69)
-------- -------- --------
Net cash (used in) provided by financing activities ................ (2,099) 6,248 (1,405)
-------- -------- --------
Net increase (decrease) in cash .................................... 4,415 (1,808) 188
Cash at beginning of period ........................................ 6,885 8,693 8,505
-------- -------- --------
Cash at end of period .............................................. $ 11,300 $ 6,885 $ 8,693
======== ======== ========

See accompanying notes to the consolidated financial statements.

F-6

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY:

IntegraMed America, Inc. (the "Company") 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, patient financing products and
services, the Council of Physicians and Scientists, and a leading fertility
portal (www.integramed.com). Seventeen Affiliate fertility centers purchase
discrete service packages provided by the Company and seven fertility centers
(eight as of January 1, 2005) have access to the entire portfolio of products
and services under the comprehensive FertilityPartners(TM) program. All
twenty-five fertility centers have access to the Company's consumer services,
principally pharmaceutical products and patient financing products and services.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of consolidation --

The consolidated financial statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries. All significant inter-company
transactions have been eliminated. The Company principally derives its revenues
from FertilityPartners contracts, the sale of pharmaceutical products and fees
from patients enrolling in its Shared Risk Refund program. The Company does not
have a controlling financial interest in any of the medical practices, including
the FertilityPartners, and as such does not consolidate their results.

Use of estimates --

Revenue and cost recognition --

FertilityPartners Service fees

As of December 31, 2004, the Company provided comprehensive services to
seven fertility centers under FertilityPartners contracts. One additional
FertilityPartner was added effective January 1, 2005. During the year ended
December 31, 2003, the Company provided services under six FertilityPartner
contracts, with one contract terminated effective June 30, 2003, and replaced by
another new FertilityPartner agreement effective September 1, 2003

As of December 31, 2004, under all seven of the current agreements, the
Company receives as compensation for its services a three-part fee comprised of:
(i) a tiered percentage of net revenues, (ii) reimbursed costs of services
(costs incurred in servicing a FertilityPartner and any costs paid on behalf of
the FertilityPartner) and (iii) a fixed percentage of earnings after services
fees.

Under the agreement which terminated effective June 30, 2003, as
compensation for its services, the Company received a fixed fee plus reimbursed
costs of services.

F-7

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-21
All revenues from FertilityPartners service fees are recorded in the period
services are rendered. Direct costs incurred by the Company in performing
services and costs incurred on behalf of the FertilityPartners are reported as
costs of services. Revenue and costs are recognized in the same period in which
the related services have been performed. The physicians receive as compensation
all remaining earnings of the fertility practice after payment of the Company's
fees.

Pharmaceutical Sales

The Company distributes fertility related pharmaceutical products through
IntegraMed Pharmaceutical Services, Inc. ("IPSI"), a wholly owned subsidiary.
The Company has an arrangement with ivpcare, inc. to fulfill the purchase and
distribution of the underlying pharmaceuticals. The Company and ivpcare have no
common ownership or management. IPSI accepts patient orders, verifies patient
insurance coverage where applicable and ships prescription-based pharmaceuticals
directly to patients of the IntegraMed Provider Network. Revenue is derived from
the sales of these pharmaceuticals and is recorded, along with the related costs
including the fee due ivpcare, when title and risk of loss pass to the
customers, which is when shipments are made.

Shared Risk(TM) Refund Program

The Shared Risk Refund program was established at the Shady Grove Fertility
Reproductive Science Center ("Shady Grove"), the leading fertility center in the
metropolitan Washington, DC area, a member of the IntegraMed Provider Network
and a FertilityPartner. 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. Expenses related to the program are recorded as
incurred. Revenues related to refundable amounts are deferred until the
pregnancy outcome is determined. The Company manages the risk associated with
the Shared Risk Refund program through a case management program. This case
management program authorizes patient care and provides information to be used
in recognizing revenue. A reserve for estimated refunds due to pregnancy loss is
maintained and based on historical averages of pregnancy losses applied to the
revenues recorded within the applicable periods. Actual results relating to the
recording of revenue, expenses and refunds to date have not varied materially
from the estimates used in the actuarial model.

Patient Financing

IntegraMed Financial Services, Inc. ("IFS"), a wholly owned subsidiary of
the Company, arranges financing to qualified patients of the IntegraMed Provider
Network at rates significantly lower than credit cards and other finance
companies. IFS is administered by a third party vendor which provides
administrative management services to IFS. The loans are made to qualified
patients by a third party bank. The patient makes payment directly to the
medical practice. The bank pays a negotiated percentage of the financing amount
as a placement fee to the Company. Such revenue is recorded within
FertilityDirect revenues when the Company receives the cash at the time of
closing the transaction.

Cash and cash equivalents --

Cash and cash equivalents primarily include all highly liquid debt
instruments with original maturities of three months or less, recorded at cost,
which approximates market.

Due from Medical Practices --

Due from Medical Practices represents the net amounts owed to the Company
by the medical practices. This balance is comprised of amounts owed to the
Company by the medical practices for funds which the Company has advanced to the
practices for use in financing their accounts receivable, less balances owed to
the medical practices by the Company for undistributed amounts earned by their
physicians. Due from Medical Practices excludes amounts owed by the Company to
medical practices for acquired exclusive services rights since the Financial
Accounting Standards Board Interpretation 39 conditions for offset are not met
for these obligations. Such acquired rights are reported as intangible assets.

F-8

Pharmaceutical sales accounts receivable --

Pharmaceutical sales accounts receivable represent receivables held by IPSI
for medications sold directly to patients. Risk of loss in connection with
uncollectibility of these accounts receivable is borne by the Company. As of
December 31, 2004 and 2003 an allowance for uncollectible receivables in the
amount of $159,000 and $195,000 have been recorded, respectively.

Fixed assets --

Fixed assets are valued at cost less accumulated depreciation and
amortization. Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets, generally three to five years.
Leasehold improvements are amortized over the shorter of the asset life or the
remaining term of the lease. Assets under capital leases are amortized over the
term of the lease agreements. The Company periodically reviews the fair value of
fixed assets for impairment, the results of which have had no material effect on
the Company's financial position or results of operations.

When assets are retired or otherwise disposed of, the costs and related
accumulated depreciation are removed from the accounts. The difference between
the net book value of the assets and proceeds from disposition is recognized as
gain or loss. Routine maintenance and repairs are charged to FertilityPartners
cost of services or General and Administrative expenses as incurred, while costs
of betterments and renewals are capitalized.

Exclusive Service Rights --

Exclusive service rights represent costs incurred by the Company for the
right to service certain fertility centers and are valued at cost less
accumulated amortization, which is provided on a straight-line basis over the
expected length of the agreement, usually ten to twenty-five years. The Company
periodically reviews exclusive service rights to assess recoverability; a change
would be recognized in the consolidated statement of operations if an impairment
was determined to have occurred. Recoverability is determined based on
undiscounted expected earnings from the related business over the remaining
amortization period. The Company did not record any impairment charges or
write-downs on exclusive service rights during 2004 or 2003.

Patient Deposits --

Patient deposits represent advanced payment for services made by patients
of the fertility centers. Such amounts are held by the Company until the time
service is rendered, at which point the fertility center records the revenue.
Patient deposits also include unearned revenue related to the Shared Risk Refund
program.

Stock based employee compensation --

The Company adopted Financial Accounting Standards No. 123, "Accounting for
Stock Based Compensation" (FAS 123), on January 1, 1996. Under FAS 123,
companies can, but are not required to, elect to recognize compensation expense
for all stock based awards, using a fair value method.

Prior to the third quarter of 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.
Effective January 1, 2003, the Company adopted the fair value recognition
provisions of FAS No. 148. Under the Prospective transition method selected by
the Company, fair value accounting is applied to all new stock grants and
modifications to old grants since January 1, 2003. Disclosure of pro-forma net
income and EPS is continued for any pre-adoption grants.

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

F-9

FASB No. 123, Accounting for Stock-Based Compensation, to stock-based employee
compensation. (000's omitted, except per share amounts). There were no stock
options granted during fiscal year 2004 or 2003.

For the
twelve-month period
ended December 31,
----------------------------------
2004 2003 2002
--------- ------- ------

Net Income, as reported....................................... $1,186 $1,044 $1,071

Add: Stock-based employee compensation expense
included in reported net income, net of related tax
effects....................................................... 144 76 225

Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects.................... (388) (383) (559)
------ ---- -------

Pro forma net income.......................................... $ 942 $ 737 $ 737
====== ====== ======

Earnings per share:
Basic-as reported........................................ $0.33 $0.31 $0.33
===== ===== =====
Basic-pro forma.......................................... $0.26 $0.22 $0.23
===== ===== =====

Diluted-as reported........................................... $0.32 $0.29 $0.31
===== ===== =====
Diluted-pro forma............................................. $0.25 $0.21 $0.21
===== ===== =====

Concentrations of credit risk --

Financial instruments, which potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable.

Income taxes --

The Company accounts for income taxes utilizing the asset and liability
approach in accordance with Financial Accounting Standards No. 109, "Accounting
For Income Taxes" (FAS 109). The income tax provision is determined under the
asset and liability approach. Deferred tax assets and liabilities are recognized
on differences between the book and tax basis of assets and liabilities using
presently enacted tax rates. The income tax provision is the sum of the amount
of income tax paid or payable for the year as determined by applying the
provisions of enacted tax laws to the taxable income for that year and the net
change during the year in the Company's deferred tax assets and liabilities.
(See Note 9).

Earnings per share --

The Company determines earnings per share in accordance with Financial
Accounting Standards No. 128, "Earnings Per Share" (FAS 128), which the Company
adopted in December 1997. (See Note 10).

Fair value of financial instruments --

At December 31, 2004 and 2003, the carrying values of all financial
instruments, both short and long-term, approximated their fair value.

New accounting pronouncements --

F-10

companies to measure the cost of employee services received in exchange for an
award of equity instruments and include these costs in the financial statements.
Statement No. 123(R) applies to all stock awards granted after the effective
date and all outstanding and unvested share-based payment awards as of the
effective date. Statement No. 123(R) is effective as of the beginning of the
first interim or annual period that begins after June 15, 2005. The Company does
not expect the impact of implementing Statement No. 123(R) to be material as it
had previously adopted the fair value expense recognition provisions of FAS No.
148.

NOTE 3 -- SEGMENT INFORMATION:

The Company is principally engaged in providing products and services to
the fertility market. For disclosure purposes, the Company recognizes services
offered to its network of fertility centers and its pharmaceutical distribution
operations as separate reporting segments. Corporate amounts are provided for
reconciliation purposes. The services segment includes revenue and costs
categorized as FertilityPartners Service Fees and FertilityDirect revenue, as
follows (000's omitted):

Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------

For the Year ended December 31, 2004
Revenues............................. $ (21) $91,936 $15,738 $107,653
Cost of Services....................... -- 80,657 15,188 95,845
------- ------ ------ --------
Contribution........................... $ (21) $11,279 $ 550 $ 11,808

General and administrative costs....... 9,789
Interest, net.......................... 36
-------

Income before income taxes............. $ 1,983
=======
Depreciation expense included above.... $ 3,012
Capital expenditures................... $ 543 $ 7,119 $ -- $ 7,662
Total assets........................... $13,016 $40,051 $ 8,778 $ 61,845

For the Year ended December 31, 2003
Revenues............................... $ (182) $77,571 $16,301 $ 93,690
Cost of Services....................... -- 67,403 15,830 83,233
------- ------- ------- -------
Contribution........................... (182) 10,168 471 10,457

General and administrative costs....... 8,761
Interest, net.......................... (16)
--------

Income before income taxes............. $ 1,712
========
Depreciation expense included above.... $ 2,163
Capital expenditures................... $ 440 $ 7,195 $ -- $ 7,635
Total assets........................... $ 8,753 $43,491 $ 3,050 $ 55,294

For the Year ended December 31, 2002
Revenues............................... $ (322) $68,813 $19,709 $ 88,200
Cost of Services....................... -- 59,953 18,396 78,349
------- ------- ------- --------
Contribution........................... $ (322) $ 8,860 $ 1,313 $ 9,851

General and administrative costs....... 8,097
Interest, net.......................... 52
--------

Income before income taxes............. $ 1,702
========
Depreciation expense included above.... $ 2,152
Capital expenditures................... $ 238 $ 1,792 $ -- $ 2,030
Total assets........................... $10,214 35,403 $ 1,827 $ 47,444

F-11

NOTE 4 -- SIGNIFICANT SERVICE CONTRACTS:

For the years ended December 31, 2004, 2003, and 2002 the following
fertility centers each individually provided greater than 10% of the Company's
revenues, net and/or contribution as follows:

Percent of Company Percent of
Revenues, net Contribution
--------------------------- ---------------------------
2004 2003 2002 2004 2003 2002
------- ------ ------ ------- ------ ------

NOTE 5 -- EXCLUSIVE SERVICE RIGHTS AND OTHER INTANGIBLES:

Exclusive Service Rights and other intangibles at December 31, 2004 and
2003 consisted of the following (000's omitted):

2004 2003
------- --------

Exclusive Service rights............... $27,280 $26,076
Trademark rights....................... 38 --
Less accumulated amortization.......... (6,799) (5,572)
------- -------
Total.............................. $20,519 $20,504
======= =======

On September 1, 2004, the Company acquired the right to provide business
services to Seattle Reproductive Medicine, Inc., P.S., a four physician
fertility practice in the Seattle, Washington area, for $1.2 million in cash.

On September 1, 2003, the Company acquired the right to provide business
services to Reproductive Endocrinology and Andrology of Charlotte (REACh), a
four physician fertility practice in the Charlotte, North Carolina area, for
$2.2 million in cash.

NOTE 6 -- FIXED ASSETS, NET:

Fixed assets, net at December 31, 2004 and 2003 consisted of the following
(000's omitted):
2004 2003
------ -------

Furniture, office and computer equipment........... $6,254 $ 4,502
Medical equipment.................................. 4,425 3,205
Leasehold improvements............................. 14,199 8,890
Construction in process............................ -- 619
Assets under capital leases........................ 810 810
------- -------
Total............................................ 25,688 18,026
------- -------
Less -- Accumulated depreciation and amortization.. (10,820) (7,808)
------- -------
$14,868 $10,218
======= =======

Depreciation expense on fixed assets for the years ended December 31, 2004
and 2003 was $3,012,000, and $2,163,000, respectively. Assets under capital
leases primarily consist of computer and medical equipment. Accumulated
amortization related specifically to capital leases at December 31, 2004 and
2003 was $142,000 and $461,000, respectively.

F-12

NOTE 7 -- ACCRUED LIABILITIES:

Accrued liabilities at December 31, 2004 and 2003 consisted of the
following (000's omitted):
2004 2003
---- ----

Accrued costs on behalf of Medical Practices $2,688 $1,933
Reserves for estimated refunds ............. 533 391
Accrued incentives and benefits ............ 1,536 1,826
Accrued state taxes ........................ 481 211
Accrued rent ............................... 642 207
Accrued professional fees .................. 316 84
Malpractice insurance deposits ............. 398 --
Other ...................................... 856 622
------ ------
Total accrued liabilities .................. $7,450 $5,274
====== ======

NOTE 8 -- NOTES PAYABLE AND OTHER OBLIGATIONS:

Debt at December 31, 2004 and 2003 consisted of the following (000's
omitted):

2004 2003
---- ----

Note payable to bank ........................ $ 5,025 $ 7,175
Acquisition notes payable ................... -- 63
Obligations under capital lease ............. 214 273
------- -------

Total notes payable and other obligations ... 5,239 7,511
Less -- Current portion ..................... (2,218) (3,272)
------- -------

Long-term notes payable and other obligations $ 3,021 $ 4,239
======= =======

Note payable to Bank --

In July 2003, the Company amended its existing credit facility with Bank of
America (formally Fleet Bank, N.A.). The amended facility is comprised of a $7.0
million three-year working capital revolver and a $5.75 million 3 year term
loan, of which approximately $4.0 million remained outstanding with a remaining
term of approximately 1.5 years as of December 31, 2004. Proceeds of $0.75
million from the new $5.75 million term loan were immediately used to repay an
outstanding balance of $0.75 million on the Company's previous term loan with
Bank of America (Fleet Bank, N.A.). Each component of this credit facility bears
interest by reference to Bank of America's prime rate or LIBOR, at the Company's
option, plus a margin, which is dependent upon a leverage test, ranging from
2.25% to 2.75% in the case of LIBOR-based loans. Prime based loans are made at
Bank of America's prime rate and do not contain an additional margin. Interest
on the prime-based loans is payable monthly and interest on LIBOR-based loans is
payable on the last day of each applicable interest period. As of December 31,
2004, interest on both the term loan and working capital revolver was payable at
a rate of approximately 4.45%. 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 in the credit agreement. As of December 31, 2004, under
the working capital revolver the full amount of $7.0 million was available, of
which the Company had drawn $1.0 million for general corporate purposes. The
remaining working capital revolver balance of $6.0 million is available to the
Company. The Bank of America credit facility is collateralized by all of the
Company's assets. As of December 31, 2004, the Company was in full compliance
with all applicable debt covenants.

The Company considers its debt covenant requiring a minimum EBITDA
(earnings before interest, taxes, depreciation and amortization) greater than $5
million to be its most restrictive covenant. In addition to being a stand alone
covenant, our EBITDA measurement also forms the basis of several additional
covenants.

F-13

Debt Maturities --

At December 31, 2004, aggregate note payments, including capital lease
obligation payments, in future years were as follows (000's omitted):

2005........................................... 2,218
2006........................................... 2,947
2007........................................... 75
Thereafter..................................... 0
-------

Total payments................................. $5,240
======
Leases --

Capital lease obligations relate primarily to computer and medical
equipment for the FertilityPartners.

The Company has operating leases for its corporate headquarters and for
medical office space for its FertilityPartners centers. The Company also has
operating leases for certain medical equipment. Aggregate rental expense under
operating leases was $6,997,000, $4,817,000, and $3,533,000 for the years ended
December 31, 2004, 2003 and 2002, respectively.

At December 31, 2004, the minimum lease payments for assets under capital
and non-cancelable operating leases in future years were as follows (000's
omitted):
Capital Operating
------- ---------

2005.................................... 77 5,051
2006.................................... 78 5,294
2007.................................... 78 4,965
2008.................................... -- 3,621
2009.................................... -- 5,186
Thereafter.............................. -- 8,140
---- -------
Total minimum lease payments............ $233 $32,257
=======
Less -- Amount representing interest.... 19
----
Present value of minimum lease payments $214
====

NOTE 9 -- INCOME TAXES

The provision for income taxes consisted of:
For the years ended December 31,
---------------------------------
2004 2003 2002
---- ------ -------
Current taxes (benefits):
Federal............................ $199 $ -- $ --
State.............................. 172 104 51
----- ------ -------
Total Current Taxes.............. $371 $ 104 $ 51
---- ------ -------

Deferred taxes (benefits):
Federal............................ $399 $ 599 $ 601
State.............................. 27 (35) (90)
---- ------- -------
Total Deferred Taxes............. $426 $ 564 $ 511
---- ------- --------

Total tax provision.................. $797 $ 668 $ 562
==== ======= ========

The financial statement income tax provision differed from income taxes
determined by applying the statutory federal income tax rate to the financial
statement income before income taxes for the years ended December 31, 2004, 2003
and 2002 primarily as a result of the following (000's omitted):

F-14

For the years ended December 31,
-----------------------------------
2004 2003 2002
-------- -------- ------

Tax expense at Federal statutory rate.................. $683 $582 $579
State income taxes, net of federal tax effect.......... 111 60 (39)
Non-deductible expenses................................ 15 34 31
Write-off of deferred tax assets....................... 407 -- --
Other ................................................ (12) (8) (15)
Change in valuation allowance.......................... (407) -- 6
---- ---- ----
Income tax (benefit) expense........................... $797 $668 $562
==== ==== ====

Significant components of the deferred tax assets (liabilities) at December
31, 2004 and 2003 were as follows (000's omitted):
December 31,
-------------------
2004 2003
------ -------
Deferred tax assets
Net operating loss carry forwards......... $3,991 $4,618
Doubtful accounts......................... 1,203 1,093
Other..................................... 328 40
------ ------
Total deferred tax assets............. 5,522 5,751
------ ------
Deferred tax liabilities
Depreciation and amortization............. (1,019) (414)
------ ------
Total deferred tax liabilities........ (1,019) (414)
------ ------
Deferred tax asset.......................... 4,503 5,337
Valuation allowance......................... (1,187) (1,594)
------ ------
Net total deferred tax asset................ $3,316 $3,743
====== ======

At December 31, 2004, the Company had Federal net operating loss carry
forwards of approximately $12.0 million, which expire in 2005 through 2019. For
tax purposes, there is an annual limitation of approximately $1.2 million on the
utilization of approximately $8.9 million of net operating losses resulting from
changes in ownership attributable to the Company's May 1993 Preferred Stock
Offering and the August 1997 Common Stock Offering and FertilityPartners
agreements. For the years ended December 2004, 2003 and 2002, the Company
utilized net operating loss carry forwards of approximately $1.5 million, $1.0
million and $2.0 million, respectively. Valuation allowances have been recorded
for net operating loss carry forwards that may expire prior to utilization due
to the annual limitation.

NOTE 10 - EARNINGS PER SHARE:

The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the years ended December 31, 2004, 2003 and 2002 is
a follows (000's omitted, except for per share amounts):

For the years ended December 31,
--------------------------------
2004 2003 2002
-------- ------ -------

Numerator
Net Income .............................................. $1,186 $1,044 $1,140
Less: Preferred stock dividends paid and/or accrued...... -- -- 69
------ ------ ------
Net Income applicable to Common Stock.................... $1,186 $1,044 $1,071
====== ====== ======
Denominator
Weighted average shares outstanding...................... 3,554 3,413 3,195
Effect of dilutive options and warrants.................. 162 173 273
------ ------ ------
Weighted average shares and dilutive potential
Common shares.......................................... 3,716 3,586 3,468
======= ======= ======
Basic earnings per common share ......................... $ 0.33 $ 0.31 $ 0.33
======= ======= ======
Diluted earnings per common share ....................... $ 0.32 $ 0.29 $ 0.31
======= ======= ======

F-15

For the year ended December 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 years ended December 31, 2003 and 2002, options to purchase
approximately 119,500, and 52,500 shares, respectively, of Common Stock at
exercise prices ranging from $5.98 to 6.15, and $6.15 to $8.57, per share,
respectively, were excluded in computing the diluted per share amounts as they
were antidilutive.

For the years ended December 31, 2004, 2003 and 2002, warrants to purchase
approximately 49,600, 105,600, and 144,350 shares, respectively, of Common Stock
at exercise prices ranging from $9.00, $6.25 to $9.00, and $6.25 to $9.00, per
share, respectively, were excluded in computing the diluted per share amounts as
they were antidilutive.

NOTE 11 -- SHAREHOLDERS' EQUITY:

In 2004, 2003 and 2002, the Company issued 33,000, 58,345 and 45,000
shares, respectively, of restricted Common Stock as deferred compensation to
several officers and directors of the Company for an aggregate amount of
$211,000, $417,000 and $248,000 respectively.

During 2004, the Board of Directors authorized the retirement of 140,116
shares of Common Stock held as Treasury Shares. These shares were cancelled by
the Company's transfer agent in early 2005.

During 2004, the Company issued 7,360 shares of Common Stock as Treasury
Stock in conjunction with the income tax withholdings on stock awards granted to
company officers during 2004. During 2003, the Company issued 44,970 shares of
Common Stock as Treasury Stock in conjunction with the income tax withholdings
on stock awards granted to officers during the years 2003 and 2002.

During 2004, the Company received 83,708 shares of its Common Stock in
consideration for the cashless exercise of Common Stock options on behalf of
various officers and individuals. As of the dates the underlying options were
exercised, these shares were valued at approximately $688,000 and were accounted
for as Treasury Stock.

During 2002, the Board of Directors authorized the redemption of all
outstanding shares of the Company's Series A Preferred Stock. Effective October
15, 2002, the Company had redeemed all 165,644 outstanding shares at a cost of
approximately $1.7 million.

As of December 31, 2004 and 2003, warrants to purchase an aggregate of
52,240 and 105,600 shares of Common Stock were outstanding at weighted average
exercise prices of $8.86 and $8.54 respectively.

NOTE 12 -- STOCK-BASED EMPLOYEE COMPENSATION:

Under the 1992 Stock Option Plan (as amended) (the "1992 Plan") and the
2000 Stock Option Plan (the "2000 Plan"), 500,000 and 600,000 shares,
respectively, were reserved for issuance of incentive and non-incentive stock
options. Under the 1992 and 2000 Plans, incentive stock options, as defined in
Section 422 of the Internal Revenue Code, may be granted only to employees and
non-incentive stock options may be granted to employees, directors and such
other persons as the Board of Directors (or a committee (the "Committee")
appointed by the Board) determines will contribute to the Company's success at
exercise prices equal to at least 100%, or 110% for a ten percent shareholder,

F-16

of the fair market value of the Common Stock on the date of grant with respect
to incentive stock options and at exercise prices determined by the Board of
Directors or the Committee with respect to non-incentive stock options. Stock
options issued under the 2000 Plan are exercisable, subject to such conditions
and restrictions as determined by the Board of Directors or the Committee,
during a ten-year period, or a five-year period for incentive stock options
granted to a ten percent shareholder, following the date of grant; however, the
maturity of any incentive stock option may be accelerated at the discretion of
the Board of Directors or the Committee. Under the 1992 Plan, the Board of
Directors or the Committee determines the exercise dates of options granted;
however, in no event may incentive stock options be exercised prior to one year
from date of grant. Under the 1992 and 2000 Plans, the Board of Directors or the
Committee selects the optionees, determines the number of shares of Common Stock
subject to each option and otherwise administers the Plans. Under the 1992 and
2000 Plans, options expire three months from the date of the holder's
termination of employment with the Company or twelve months in the event of
disability or death.

Under the 1994 Outside Director Stock Purchase Plan ("Outside Director
Plan"), 31,250 shares of Common Stock are reserved for issuance. Under the
Outside Director Plan, directors who are not full-time employees of the Company
may elect to receive all or a part of their annual retainer fees, the fees
payable for attending meetings of the Board of Directors and the fees payable
for serving on committees of the Board, in the form of shares of Common Stock
rather than cash, provided that any such election be made at least six months
prior to the date that the fees are to be paid. As of December 31, 2004, 2003,
and 2002, there were no options outstanding under the Outside Director Plan.

Stock option activity, under the 1992 and 2000 Plans combined, is
summarized as follows:

Number of
shares of
Common Stock
underlying Weighted Average
options exercise price
----------- ----------------

Options outstanding at December 31, 2001.... 756,046 $3.92
Granted..................................... 250,487 $5.90
Exercised................................... (83,266) $2.75
Canceled.................................... (70,627) $5.79
-------- -----
Options outstanding at December 31, 2002.... 852,640 $4.29
Granted..................................... -- $0.00
Exercised................................... (27,468) $3.06
Canceled.................................... (191,376) $5.15
-------- -----
Options outstanding at December 31, 2003.... 633,796 $4.35
Granted..................................... -- $0.00
Exercised................................... (210,106) $4.61
Canceled.................................... (8,160) $5.65
Options outstanding at December 31, 2004.... 415,530 $4.29
Options exercisable at:
December 31, 2002...................... 512,124 $3.92
December 31, 2003...................... 533,541 $4.18
December 31, 2004...................... 363,330 $4.12

Included in options that were canceled during 2004, 2003, and 2002, were
forfeitures of 3,532, 59,785, and 27,627 with weighted average exercise prices
of $5.66, $5.12, and $5.79, respectively.

F-17

As of December 31, 2004, stock options outstanding and exercisable by price
range were as follows:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------------------ ---------------------------------
Outstanding Weighted-Average Exercisable
Range of as of Remaining Weighted-Average as of Weighted-Average
Exercise Prices 12/31/2004 Contractual Life Exercise Price 12/31/2004 Exercise Price
--------------- ---------- ---------------- -------------- ---------- --------------

$0.00 - $3.00 73,125 4.7 $2.73 72,500 $2.72
$3.00 - $5.00 215,609 4.1 $4.13 236,370 $4.12
$5.00 - $7.60 90,796 7.2 $6.00 54,460 $6.00
------
415,530 4.9 $4.29 363,330 $4.12

Prior to the third quarter of 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.
Effective July 1, 2003, the Company adopted the fair value recognition
provisions of FAS No. 148. Under the Prospective transition method selected by
the Company, fair value accounting is applied to all new stock grants and
modifications to old grants since January 1, 2003. Disclosure of pro-forma net
income and EPS is continued for any pre-adoption grants. No options have been
granted subsequent to the adoption of FAS No. 148.

Assumptions used to calculate pro forma values include:

For the
twelve-month period
ended December 31,
-----------------------------
2004 2003 2002
------ ------ ------
Weighted average fair value of options granted... $0.00 $0.00 $4.29
Dividend yield................................... 0.0% 0.0% 0.0%
Volatility....................................... N/A N/A 75.3%
Risk free rate................................... N/A N/A 1.06%
Expected term.................................... N/A N/A 10 yrs

The Company recognizes compensation cost for stock-based employee
compensation plans over the vesting period based on the difference, if any,
between the quoted market price of the stock and the amount an employee must pay
to acquire the stock. There was no stock option related compensation cost
recognized in income for the years ended December 31, 2004, 2003 and 2002.

Under restricted stock grant agreements with several officers and directors of
the Company, for the years beginning in 2001 and 2002, shares vested at the
grant date. The Company recognizes compensation expense in the period the grants
were awarded for years 2001 and 2002 (in 2000 the grants were amortized over a
three-year period, but the change in vesting required the balance of the
unamortized 2000 grant to be expensed in 2001). For stock grants issued during
the years 2003 and 2004, shares vest over a three-year period for officers and
one year for directors and compensation expense is recognized ratably over the
period. Compensation expense recognized in connection with the restricted stock
grants for the years ended December 31, 2004, 2003 and 2002 was $241,000,
$125,000 and $336,000, respectively.

F-18

NOTE 13 -- QUARTERLY FINANCIAL DATA (UNAUDITED):

Summarized quarterly financial data 2004 and 2003 (in thousands, except per
share data) appear below:

Diluted net
Revenues, net Contribution Net income income per share (1)
----------------- ------------------ ----------------- --------------------
2004 2003 2004 2003 2004 2003 2004 2003
------ -------- ------- ------- ------ ------ ------ ------

First quarter........ $25,394 $23,710 $2,475 $ 2,313 $187 $ 140 $0.05 $0.04
Second quarter ...... 26,893 24,501 2,771 2,958 320 377 0.08 0.11
Third quarter........ 27,216 22,257 3,133 2,649 340 261 0.09 0.07
Fourth quarter....... 28,150 23,222 3,429 2,537 339 266 0.09 0.07
Total year .......... $107,653 $93,690 $11,808 $10,457 $1,186 $1,044 $0.32 $0.29

(1) The sum of the quarterly earnings per share may not equal the full year
earnings per share as the computations of the weighted average shares
outstanding for each quarter and the full year are made independently.

NOTE 14 -- COMMITMENTS AND CONTINGENCIES:

Operating Leases --

Refer to Note 8 for a summary of lease commitments.

Reliance on Third Party Vendors --

The FertilityPartners centers, as well as all other medical providers who
deliver services requiring fertility medication, are dependent on third-party
vendors that produce such medications (including but not limited to: Lupron,
Follistim, Repronex, GonalF and Pregnyl) that are vital to the provision of
fertility and assisted reproduction technology services. Should any of these
vendors experience a supply shortage, it may have an adverse impact on the
operations of the fertility centers. To date, the fertility centers have not
experienced any such adverse impacts.

Employment Agreements --

The Company has entered into employment and change in control severance
agreements with certain of its management employees, which include, among other
terms, noncompetitive provisions and salary and benefits continuation. The
Company's minimum aggregate commitment under these agreements at December 31,
2004 was approximately $1.1 million.

Commitments to FertilityPartners --

Pursuant to the majority of the Company's FertilityPartners agreements, the
Company is obligated to perform the following: (i) advance funds to the
fertility centers to fund operations and provide services; and (ii) on or before
the twentith business day of each month finance the net accounts receivable of
the fertility center arising during the previous month and to transfer or pay to
the fertility centers such amount of funds equal to the net accounts receivable
less any amounts owed to the Company for Services fees and/or advances.

Litigation --

F-19

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. Subsequent legal proceedings were resolved in January
2005. A judgement for $246,000 was rendered against the Company in January 2005,
primarily because the jury found the Company failed to give the required 30-day
notice of termination under the agreement. The impact of this judgement has been
reflected in the financial statements as of December 31, 2004.

Insurance --

As of December 31, 2004, the Company and its affiliated fertility centers
were insured with respect to medical malpractice risks on a claims made basis.
Effective January 1, 2005, the Company assisted in the organization of, and
obtained a minority equity interest in, an offshore captive insurance company
designed to offer malpractice insurance to members of its network. The majority
of the equity of the captive insurance company is owned by physician practices,
which are members of the IntegraMed network. Beginning January 1, 2005, this
captive insurance company began providing the majority of the malpractice
insurance coverage to FertilityPartner members of the IntegraMed network.
Management believes, either through this captive insurance company, or on the
open market, it will be able to obtain renewal coverage in the future.
Management is not aware of any claims against it or its affiliated medical
practices, which would expose the Company, or its affiliated medical practices
to liabilities in excess of insured amounts. Therefore, none of these claims is
expected to have a material impact on the Company's financial position, results
of operations or cash flows.

NOTE 15 -- RELATED PARTY TRANSACTIONS:

SDL Consultants, a company owned by Sarason D. Liebler, who became a
director of the Company in August, 1994, rendered consulting services to the
Company during 2004, 2003 and 2002 for aggregate fees of approximately $96,000,
$83,000, and $78,000, respectively.

Pursuant to the Company's FertilityPartners agreement with Shady Grove,
Michael J. Levy, M.D., an employed shareholder physician of the P.C., became a
member of the Company's Board of Directors effective March 12, 1998. In 2004,
Dr. Levy became an advisory director to the Company and was no longer a member
of the Board of Directors. The medical practice at Shady Grove paid the Company
$3,214,000, $2,909,000 and $2,940,000 in 2004, 2003 and 2002, respectively, in
service fees.

Pursuant to the Company's FertilityPartners agreement with FCI (the
Illinois practice), Aaron Lifchez, M.D., an employed shareholder physician of
FCI, became a member of the Company's Board of Directors in August 1997. In
2004, Dr. Lifchez became an advisory director to the Company and was no longer a
member of the Board of Directors. The medical practice FCI paid the Company
$3,074,000, $3,215,000 and $3,500,000 in 2004, 2003 and 2002, respectively, in
Service Fees.

Interest earnings on advances for capital improvements in excess of amounts
stipulated in the FertilityPartner agreements were $226,000, $94,000 and $37,000
for the years ended December 31, 2004, 2003 and 2002, respectively.

F-20

NOTE 16 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND
NON-CASH TRANSACTIONS:

Income tax payments of $46,000, $117,000, and $271,000 were paid in the
years ended December 31, 2004, 2003 and 2002, respectively.

Interest paid in cash during the years ended December 31, 2004, 2003 and
2002, amounted to $295,000, $109,000, and $155,000, respectively. Interest
income received during the years ended December 31, 2004, 2003 and 2002 amounted
to approximately $259,000, $125,000, and $103,000, respectively.

NOTE 17 -- SUBSEQUENT EVENTS:

Effective January 1, 2005, the Company assisted in the organization of, and
obtained a minority equity interest in, an offshore captive insurance company
designed to offer malpractice insurance to members of its network. The majority
of the equity of the captive insurance company is owned by physician practices
which are members of the IntegraMed network. Beginning January 1, 2005, this
captive insurance company began providing the majority of the malpractice
insurance coverage to FertilityPartner members of the IntegraMed network. The
Company is contracted to provide administrative services to the captive
insurance company for a compensation amount based upon a specified fee
structure.

F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders
of IntegraMed America, Inc.:

Our audits of the consolidated financial statements referred to in our
report dated February 16, 2005 appearing in the 2004 Annual Report to
Shareholders of IntegraMed America, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
8 and 15 (a) (1) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts
February 16, 2005

S-1

SCHEDULE II

INTEGRAMED AMERICA, INC.

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2004, 2003, 2002

Additions-
Balance at Charged to Balance at
Beginning Costs and End of
of Period Expenses Deductions Period
--------- -------- ---------- ------

Year Ended December 31, 2004
Allowance for doubtful accounts receivable.... $ 215 $(44) $ 12 $ 159
Shared Risk Pregnancy Loss Reserve............ 114 63 6 171
Deferred Tax Valuation Allowance.............. 1,594 -- 407 1,187

Year Ended December 31, 2003
Allowance for doubtful accounts receivable.... $ 136 $ 86 $ 7 $ 215
Shared Risk Pregnancy Loss Reserve............ 72 114 72 114
Deferred Tax Valuation Allowance.............. 1,594 -- -- 1,594

Year Ended December 31, 2002
Allowance for doubtful accounts receivable.... $ -- $141 $ 5 136
Shared Risk Pregnancy Loss Reserve............ -- 141 69 72
Deferred Tax Valuation Allowance.............. 1,480 114 -- 1,594

S-2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 22, 2005

By/s/JOHN W. HLYWAK, JR.
----------------------
John W. Hlywak, Jr.
Senior Vice President
and Chief Financial Officer
(Principal Financial
and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ GERARDO CANET
Gerardo Canet Chairman and Chief Executive Officer
(Principal Executive Officer) March 22, 2005

/s/ JOHN W. HLYWAK, JR
--------------------------
John W. Hlywak, Jr. Senior Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer March 22, 2005

/s/ SARASON D. LIEBLER
--------------------------
Sarason D. Liebler Director March 22, 2005

/s/ WAYNE R. MOON
--------------------------
Wayne R. Moon Director March 22, 2005

/s/ LAWRENCE J. STUESSER
--------------------------
Lawrence J. Stuesser Director March 22, 2005

/s/ ELIZABETH E. TALLETT
--------------------------
Elizabeth E. Tallett Director March 22, 2005

INDEX TO EXHIBITS

Item 14(c)

Exhibit
Number Exhibit
------ -------

3.1 (e) -- Certificate of Amendment to the Amended and Restated Certificate
of Incorporation filed as exhibit with identical exhibit number
to Registrant's Report on Form 10-Q for the period ended June
30, 2004.

3.1 (f) -- Restated Certificate of Incorporation of IntegraMed America,
Inc. filed as exhibit with identical exhibit number to
Registrant's Report on Form 10-Q for the period ended June 30,
2004.

3.2 (c) -- Copy of By-laws of Registrant (as Amended on February 17, 2004)
filed as exhibit with identical exhibit number to Registrant's
Report on Form 10-Q for the period ended March 31, 2004.

4.14 -- Registration Rights Ageement dated July 20, 2002 filed as
Exhibit with identical number to Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 2002

4.14 (a) -- Form of Warrant issued on July 30, 2002 filed as Exhibit with
identical number to Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 2002

10.2 -- Copy of Registrant's 1992 Stock Option Plan, including form of
option filed as Exhibit with identical exhibit number to
Registrant's Statement on Form S-1 (Registration No. 33-47046)
and incorporated herein by reference thereto.

10.2 (a) -- Copy of Amendment to Registrant's 1992 Stock Option Plan filed
as Exhibit with identical number to Registrant's Quarterly
Report on Form 10-Q for the period ended March 31, 1998.

10.5 -- Severance arrangement between Registrant and Donald S. Wood
filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-1 (Registration No. 33-47046) and
incorporated herein by reference thereto.

10.6 -- Copy of Executive Retention Agreement between Registrant and
Donald S. Wood, Ph.D. filed as Exhibit with identical exhibit
number to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.

10.7 -- Copy of lease for Registrant's executive offices relocated to
Purchase, New York filed as Exhibit with identical exhibit
number to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.

10.9 -- Copy of Employment Agreement between Registrant and Gerardo
Canet filed as Exhibit with identical exhibit number to
Registrant's Statement on Form S-4 (Registration No. 33-82038)
and incorporated herein by reference thereto.

10.10 -- Copy of Change in Control Severance Agreement between Registrant
and Gerardo Canet filed as Exhibit with identical exhibit number
to Registrant's Statement on Form S-4 (Registration No.
33-82038) and incorporated herein by reference thereto.

10.11 -- Copy of the Amendment of Change in Control Severance Agreement
between Registrant and Gerardo Canet filed as Exhibit with
identical exhibit number to Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.

10.12 -- Copy of Executive Retention Agreement between Registrant and Jay
Higham filed as Exhibit with identical exhibit number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. 10.14 -- Management Agreement dated January
7, 1997 by and between the Registrant and Bay Area Fertility and
Gynecology Medical Group, Inc. filed as Exhibit with identical
exhibit number to Registrant's Report on Form 8-K dated January
20, 1997.

Exhibit
Number Exhibit
------ -------

10.14 (a) -- Amendment No. 1 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, Inc. filed as Exhibit with identical number to
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998.

10.14 (b) -- Amendment No. 2 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, Inc. filed as Exhibit with identical number to
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1999.

10.14 (c) -- Amendment No. 3 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, Inc. dated April 1, 2000 filed as Exhibit with identical
exhibit number to Registrant's Quarterly Report on Form 10-Q for
the period ended June 30, 2000.

10.14 (d) -- Amendment No. 4 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, P.C. filed as Exhibit with identical exhibit number to
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2001.

10.14 (e) --

Amendment No. 5 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, P. C. filed as Exhibit with identical exhibit number to
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2001.

10.14 (f) -- Amendment No. 6 to Service Agreement between IntegraMed America,
Inc. and Reproductive Science Center of the San Francisco Bay
Area, a medical corporation.

10.15 -- Asset Purchase Agreement dated January 7, 1997 by and between
the Registrant and Bay Area Fertility and Gynecology Medical
Group, a California Partnership filed as Exhibit with identical
exhibit number to Registrant's Report on Form 8-K dated January
20, 1997.

10.16 -- Management Agreement between Registrant and Fertility Centers of
Illinois, S.C. dated February 28, 1997 incorporated by Reference
to the Exhibit with the identical exhibit number to Registrant's
Registration Statement on Form S-1 (registration No. 333-26551)
filed with the Securities and Exchange Commission on May 6,
1997.

10.17 -- Amendment to Management Agreement between Registrant and
Fertility Centers of Illinois, S.C. dated May 2, 1997
incorporated by reference to the Exhibit with the identical
exhibit number to Registrant's Registration Statement on Form
S-1 (Registration No. 333-26551) filed with the Securities and
Exchange Commission on June 20, 1997.

10.18 -- Amendment No. 2 to Management Agreement between Registrant and
Fertility Centers of Illinois, S.C. dated June 18, 1997
incorporated by reference to the Exhibit with the identical
exhibit number to Registrant's Registration Statement on Form
S-1 (Registration No. 333-26551) filed with the Securities and
Exchange Commission on June 20, 1997.

10.19 -- Amendment No. 3 to Management Agreement between Registrant and
Fertility Centers of Illinois, S.C. dated August 19, 1997 filed
as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
1997 and incorporated herein by reference thereto.

10.20 -- Amendment No. 4 to Management Agreement between Registrant and
Fertility Centers of Illinois, S.C. dated January 9, 1998 filed
as Exhibit with identical exhibit number to Schedule 13D dated
February 11, 1998.

10.21 -- Amendment No. 5 to Management Agreement between Registrant and
Fertility Centers of Illinois, S.C. dated March 5, 1998 filed as
Exhibit with identical exhibit number to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.

Exhibit
Number Exhibit
------ -------

10.21 (a) -- Amendment No. 6 to Management Agreement between IntegraMed
America, Inc. and Fertility Centers of Illinois, S.C. dated July
1, 1999 incorporated by reference to the Registrant's Definitive
Proxy Statement filed on May 5, 1997.

10.21 (b) Amendment No. 7 to Management Agreement between IntegraMed
America, Inc. and Fertility Centers of Illinois, P.C. dated
April 1, 2000. filed as Exhibit with identical exhibit number to
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2000.

10.21 (c) -- Amendment No. 8 to Management Agreement between IntegraMed
America, Inc. and Fertility Centers of Illinois, S.C. filed as
Exhibit with identical exhibit number to Registrant's Quarterly
Report on Form 10-Q for the period ended September 30, 2001.

10.21 (d) -- Amendment No. 9 to Service Agreement between IntegraMed America,
Inc. and Fertility Centers of Illinois, S.C.

10.22 (a) -- Service Agreement between IntegraMed America, Inc. and
MPD Medical Associates (MA) P.C. dated May 25, 2001 filed as
Exhibit with identical exhibit number to Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 2001.

10.22 (b) -- Amendment No. 1 to Service Agreement between IntegraMed America,
Inc. and MPD Medical Associates (MA), P.C. dated March 5, 2002
filed as exhibit with identical exhibit number to Registrant's
Report on Form 10-K for the year ended December 31, 2001.

10.23 -- Management Agreement between Shady Grove Fertility Centers, P.C.
and Levy, Sagoskin and Stillman, M.D., P.C. dated March 11, 1998
filed as Exhibit with identical exhibit number to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997.

10.23 (a) -- Amendment No. 1 to Management Agreement between Shady Grove
Fertility Centers, Inc. and Levy Sagoskin and Stillman, M.D.,
P.C filed as Exhibit with identical number to Registrant's
Quarterly Report on Form 10-Q for the period ended March 31,
1998.

10.23 (b) -- Amendment No. 2 to Management Agreement between Shady Grove
Fertility Centers, Inc. and Levy Sagoskin and Stillman, M.D.,
P.C. dated May 6, 1998 filed as Exhibit with identical number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

10.23 (c) -- Amendment No. 3 to the Management Agreement between IntegraMed
America, Inc. and Shady Grove Reproductive Science Center, P.C.
dated September 1, 1999, filed as Exhibit with identical number
to Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1999.

10.23 (d) -- Amendment No. 4 to Management Agreement between IntegraMed
America, Inc. and Shady Grove Reproductive Science Center, P.C.
dated April 1, 2000 filed as Exhibit with identical exhibit
number to Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 2000.

10.23 (e) -- Amendment No. 5 to Management Agreement between IntegraMed
America, Inc. and Shady Grove Reproductive Science Center, P.C.
filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
2001.

10.23 (f) -- Amendment No. 6 to Management Agreement between IntegraMed
America, Inc. and Shady Grove Reproductive Science Center, P.C.
filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
2001.

Exhibit
Number Exhibit
------ -------

10.23 (g) -- Amendment No. 7 to Service Agreement between IntegraMed America,
Inc. and Shady Grove Reproductive Science Center, P.C.

10.24 -- Commitment letter with Fleet Bank, National Association filed as
Exhibit with identical number to Registrant's Quarterly Report
on form 10-Q for the period ended June 30, 1998.

10.24 (a) -- Loan Agreement dated September 11, 1998 between IntegraMed
America, Inc. and Fleet Bank, National Association filed as
Exhibit with identical number to Registrant's Quarterly Report on
Form 10-Q for the period ended September 30, 1998.

10.24 (b) -- Master Lease Agreement between Fleet Capital Corporation and
IntegraMed America, Inc. filed as Exhibit with identical number
to Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1999.

10.24 (c) -- Amendment Number One to Loan Agreement dated September 11, 1998
between IntegraMed America, Inc. and Fleet Bank, National
Association filed as Exhibit with identical number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.

10.24 (d) -- Amendment Number Two to Loan Agreement dated September 11, 1998
between IntegraMed America, Inc. and Fleet Bank, National
Association filed as Exhibit with identical number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.

10.24 (e) -- Amendment Number Three to Loan Agreement dated September 11,
1998 between IntegraMed America, Inc. and Fleet Bank, National
Association filed as Exhibit with identical exhibit number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.

10.24 (f) -- Amendment Number Four to Loan Agreement dated September 11, 1998
between IntegraMed America, Inc. and Fleet Bank, National
Association. filed as Exhibit with identical exhibit number to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.

10.24 (g) -- Amended and Restated Loan Agreement dated as of September 28,
2001 between IntegraMed America, Inc. and Fleet National Bank
filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
2001.

10.24 (h) -- Amendment to Amended and Restated Loan Agreement between
IntegraMed America, Inc. and Fleet National Bank dated September
20, 2002 filed as Exhibit with identical number to Registrant's
Quarterly Report on form 10Q for the period ended September 30,
2002.

10.24 (i) -- Second Amendment to Amended and Restated Loan Agreement
dated July 31, 2003 filed as exhibit with identical exhibit
number to Registrant's Report on Form 10-K for the year ended
December 31, 2001.

10.24 (j) -- Third Amendment to Amended and Restated Loan Agreement dated
November 14, 2003

Exhibit
Number Exhibit
------ -------

10.25 -- Service Agreement among IntegraMed Pharmaceutical Services,
Inc., ivpcare, Inc. and IntegraMed America, Inc. dated January
16, 2002 filed as exhibit with identical exhibit number to
Registrant's Report on Form 10-K for the year ended December 31,
2001.

10.26 -- Form of Retention Agreement between Registrant and Kathi
Baginski, Peter Cucchiara, Dan Desmarais, Anders Engen, Jay
Higham, John Hlywak, Jr., Mark Segal, Claude E. White, and
Donald S. Wood, Ph.D. filed as Exhibit with identical number to
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1999.

10.27 -- Form of Indemnification Agreement dated June 1, 2000 between
IntegraMed America, Inc. and M. Fazle Husain, Michale Levy,
M.D., Aaron Lifchez, M.D., Sarason Liebler, Larry Stuesser,
Elizabeth E. Tallett, Gerardo Canet, Peter Cucchiara, Jay
Higham, John Hlywak, Jr., Claude E. White, and Donald S. Wood,
Ph.D. filed as Exhibit with identical exhibit number to
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2000.

10.28 -- Service Agreement between IntegraMed America, Inc. and
Northwest Center for Infertility and Reproductive Endocrinology
dated April 26, 2002 filed as Exhibit with identical number to
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2002.

10.28(a) -- Amendment No. 1 to Service Agreement between IntegraMed
America, Inc. and Northwest Center for Infertility and
Reproductive Endocrinology dated June 14, 2002 filed as Exhibit
with identical number to Registrant's Quarterly Report on form
10Q for the period ended September 30, 2002.

10.28(b) -- Amendment No. 2 to Service Agreement between IntegraMed
America, Inc. and Northwest Center for Infertility and
Reproductive Endocrinology dated November 1, 2002 filed as
exhibit with identical exhibit number to Registrant's Report on
Form 10-K for the year ended December 31, 2002.

10.28 (c) -- Amendment No. 3 to Service Agreement between IntegraMed America,
Inc. and Northwest Center for Infertility and Reproductive
Endocrinology

10.29 -- Copy of Registrant's 2000 LongTerm Compensation Plan filed as
Exhibit with identical number to Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 2002.

10.30 -- Service Agreement between IntegraMed America, Inc and
Reproductive Endocrine Associates of Charlotte, P.C. filed as
Exhibit with identical number to Registrant's Quarterly Report
on Form 10-Q for the period ended September 31, 2003.

10.31 -- Service Agreement between IntegraMed America, Inc. and Seattle
Reproductive Medicine, Inc., P.S. filed as exhibit with
identical exhibit number to Registrant's Report on Form 10-Q for
the period ended March 31, 2004.

Exhibit
Number Exhibit
------ -------

14.1 -- Code of Ethics filed as Exhibit with identical exhibit number to
Registrant's Statement on Form 10-K for the year ended December
31, 2003.

21 -- List of Subsidiaries

23.1 -- Consent of PricewaterhouseCoopers LLP

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
March 22, 2005.

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
March 22, 2005.

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
March 22, 2005.

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
March 22, 2005.