===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-20260
IntegraMed America, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices) (Zip code)
(914) 253-8000 (Registrant's
telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer |_| Accelerated Filer |X|
Non-Accelerated Filer |_| Smaller Reporting Company |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act. Yes |_| No |X|
The aggregate number of shares of the Registrant's Common Stock, $.01 par
value, outstanding on October 20, 2008 was 8,645,694.
===============================================================================
INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2008 and
December 31, 2007....................................... 3
Consolidated Statements of Operations for the three- and
nine- month periods ended September 30, 2008 and 2007 ...4
Consolidated Statement of Shareholders' Equity for the
nine-month period ended September 30, 2008 ..............5
Consolidated Statements of Cash Flows for the three-and
nine-month periods ended September 30, 2008 and 2007 ....6
Notes to Condensed Consolidated Financial Statements ....7-15
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................. 16-25
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 25
Item 4. Controls and Procedures...................................... 25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................ 26
Item 1A. Risk Factors................................................. 26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.. 26
Item 3. Defaults Upon Senior Securities.............................. 26
Item 4. Submission of Matters to a Vote of Security Holders.......... 26
Item 5. Other Information............................................ 26
Item 6. Exhibits .................................................... 26
SIGNATURES .................................................... 27
CERTIFICATIONS PURSUANT TO RULE 13A-14(A), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002......................... EXHIBITS
CERTIFICATIONS PURSUANT TO 18 U.S.C ss.1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002...................... EXHIBITS
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all amounts in thousands, except share amounts)
September 30, December 31,
------------ -----------
2008 2007
------------ -----------
(unaudited)
ASSETS
Current assets:
Cash and short term investments .................. $ 22,446 $ 23,740
Patient and other receivables, net ............... 6,746 5,511
Deferred taxes ................................... 3,258 4,460
Other current assets ............................. 6,239 4,669
--------- ---------
Total current assets ............................. 38,689 38,380
Fixed assets, net ................................ 16,321 16,912
Intangible assets, Business Service Rights, net .. 22,283 22,305
Goodwill ......................................... 29,478 29,359
Trademarks ....................................... 4,602 4,492
Other assets ..................................... 1,942 1,619
--------- ---------
Total assets ..................................... $ 113,315 $ 113,067
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................. $ 2,482 $ 1,895
Accrued liabilities .............................. 16,047 16,679
Current portion of long-term notes payable and
other obligations ........................... 3,776 3,661
Due to Fertility Medical Practices ............... 7,018 9,043
Shared Risk Revenue patient deposits ............. 11,062 9,668
--------- ---------
Total current liabilities ........................ 40,385 40,946
Deferred and other tax liabilities ............... 1,443 1,819
Long-term notes payable and other obligations .... 19,424 21,799
--------- ---------
Total Liabilities ................................ 61,252 64,564
Commitments and Contingencies
Shareholders' equity:
Common Stock, $.01 par value - 15,000,000
shares authorized in 2008 and 2007, respectively,
8,668,375 and 8,572,258 shares issued and
outstanding in 2008 and 2007, respectively ....... 87 86
Capital in excess of par ......................... 54,813 53,890
Other comprehensive income/(loss) ................ (178) (82)
Treasury stock, at cost - 22,682 and 14,175 shares
in 2008 and 2007, respectively ................... (211) (165)
Accumulated deficit .............................. (2,448) (5,226)
--------- ---------
Total shareholders' equity ....................... 52,063 48,503
--------- ---------
Total liabilities and shareholders' equity ....... $ 113,315 $ 113,067
========= =========
See accompanying notes to the condensed consolidated financial statements.
3
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(all amounts in thousands, except per share amounts)
(unaudited)
For the For the
three-month period ended nine-month period ended
September 30, September 30,
------------------------ -----------------------
2008 2007 2008 2007
--------- ---------- ---------- ----------
Revenues, net
Fertility Centers ............................ $ 36,505 $ 31,046 $ 104,302 $ 89,866
Consumer Services ............................ 5,421 4,579 14,193 12,155
Vein Clinics ................................. 10,360 4,687 29,264 4,687
--------- --------- --------- ---------
Total Revenues ............................... 52,286 40,312 147,759 106,708
--------- --------- --------- ---------
Costs of services and sales
Fertility Centers ............................ 33,762 28,332 96,685 82,312
Consumer Services ............................ 3,993 3,368 10,280 8,873
Vein Clinics ................................. 9,468 4,159 27,337 4,159
--------- --------- --------- ---------
Total Costs of services and sales ............ 47,223 35,859 134,302 95,344
--------- --------- --------- ---------
Contribution
Fertility Centers ............................ 2,743 2,714 7,617 7,554
Consumer Services ............................ 1,428 1,211 3,913 3,282
Vein Clinics ................................. 892 528 1,927 528
--------- --------- --------- ---------
Total contribution ........................... 5,063 4,453 13,457 11,364
--------- --------- --------- ---------
General and administrative expenses ................. 2,853 2,850 7,951 8,024
Interest income ..................................... (95) (294) (324) (988)
Interest expense .................................... 403 328 1,208 605
--------- --------- --------- ---------
Total other expenses ......................... 3,161 2,884 8,835 7,641
--------- --------- --------- ---------
Income before income taxes .......................... 1,902 1,569 4,622 3,723
Income tax provision ................................ 750 608 1,844 1,330
--------- --------- --------- ---------
Net Income .......................................... $ 1,152 $ 961 $ 2,778 $ 2,393
========= ========= ========= =========
Basic and diluted earnings per share of Common Stock:
Basic earnings per share ..................... $ 0.13 $ 0.11 $ 0.32 $ 0.29
Diluted earnings per share ................... $ 0.13 $ 0.11 $ 0.32 $ 0.29
Weighted average shares - basic ..................... 8,648 8,389 8,607 8,228
Weighted average shares - diluted ................... 8,714 8,487 8,685 8,330
See accompanying notes to the condensed consolidated financial statements.
4
INTEGRAMED AMERICA, INC
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(all amounts in thousands)
(Unaudited)
Accumulated Other
Common Stock Capital in Comprehensive Treasury Stock Accumulated Total
Shares Amount Excess of Par Income Shares Amount Deficit Equity
------- ------ ------------- ---------------- ------ ------ ----------- -------
Balance at December 31, 2007 8,572 $86 $53,890 ($82) 14 ($165) ($5,226) $48,503
Issuance of common stock - - - - - - - -
Stock awards issued, net 99 1 (1) - - - - -
Stock award amortization - - 618 - - - - 618
Exercise of common stock
options 11 1 470 - (2) (23) - 448
Unrealized gain (loss) on
hedging transaction - - - (96) - - - (96)
Treasury stock transactions,
net - - - - (21) (188) - (188)
Retirement of treasury
stock (14) (1) (164) - (14) 165 - -
Net income for the nine
months ended September 30,
2008 - - - - - - 2,778 2,778
------------------------------------------------------------------------------------------------
Balance at September 30, 2008 8,668 $87 $54,813 ($178) (23) ($211) ($2,448) $52,063
================================================================================================
See accompanying notes to the condensed consolidated financial statements.
5
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
For the For the
Three Month Period Nine Month Period
Ended September 30, Ended September 30,
----------------------- -----------------------
2008 2007 2008 2007
---------- ---------- ---------- ------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income........................................... $ 1,152 $ 961 $ 2,778 $ 2,393
Adjustments to reconcile net income to net cash
provided
operating activities:
Depreciation and amortization................ 1,836 1,665 5,459 4,682
Deferred income tax provision................ (92) -- (376) (20)
Deferred or stock-based compensation......... 239 133 617 358
Change in assets and liabilities -
Decrease (increase) in assets
Patient and other accounts receivable........ (350) (596) (1,235) (571)
Prepaids and other current assets............ (783) 732 (368) 1,056
Other assets................................. (143) 784 (323) 822
(Decrease) increase in liabilities
Accounts payable............................. (373) 892 587 147
Accrued liabilities.......................... (409) (578) (632) (956)
Due to medical practices..................... (307) 2,495 (2,025) 4,029
Shared Risk and Vein Clinic patient deposits. 453 175 1,394 2,126
-------- -------- -------- --------
Net cash provided by operating activities............ 1,223 6,663 5,876 14,066
Cash flows from investing activities:
Purchase of business service rights.................. -- (2,153) (950) (2,653)
Cash paid to purchase VCA, net of cash acquired...... -- (23,442) (119) (23,442)
Purchase of other intangibles........................ (16) 33 (110) (4)
Purchase of fixed assets and leasehold
improvements, net ................................... (288) (2,119) (3,896) (4,213)
-------- -------- -------- --------
Net cash used in investing activities (304) (27,681) (5,075) (30,312)
Cash flows from financing activities:
Proceeds from issuance of debt....................... -- 25,000 380 25,000
Principle repayments on debt......................... (920) (14,381) (2,736) (15,132)
Common Stock transactions, net....................... 176 -- 261 62
-------- -------- -------- --------
Net cash provided by (used in) financing activities.. (744) 10,619 (2,095) 9,930
-------- -------- -------- --------
Net increase (decrease) in cash...................... 175 (10,399) (1,294) (6,316)
Cash and cash equivalents at beginning of period..... 22,271 36,267 23,740 32,184
-------- -------- -------- --------
Cash and cash equivalents at end of period........... $ 22,446 $ 25,868 $ 22,446 $ 25,868
======== ======== ======== ========
Supplemental
Information
Interest Paid................................... $ 540 $ 51 $ 1,012 $ 314
Income Tax Paid................................. $ 747 $ 125 $ 1,483 $ 642
See accompanying notes to the condensed consolidated financial statements.
6
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -- INTERIM RESULTS:
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, accordingly, do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited condensed interim financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the financial position at September 30, 2008, and the results
of operations and cash flows for the interim periods presented. Operating
results for the interim periods are not necessarily indicative of results that
may be expected for the year ending December 31, 2008. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in IntegraMed America's Annual Report on Form 10-K
for the year ended December 31, 2007.
NOTE 2 -- BASIS OF PRESENTATION
Our service offerings are organized into three major product lines: Fertility
Centers, Consumer Services and Vein Clinics. Each of these operating segments
includes an element of overhead with their Cost of Services which is
specifically associated with that segment's operation. Their overhead costs had
previously been reported as General and Administrative costs. The result of this
change is to reduce overall contribution margins and unallocated General and
Administrative costs, as reported in previous periods. We believe this
presentation provides a clearer view of each division's performance and
operating efficiency. All periods disclosed in this filing have been restated to
reflect this new presentation.
The following pro forma data reflects the consolidated revenue and earnings of
IntegraMed America, and subsidiaries had the Vein Clinics of America (VCA)
acquisition date been January 1, 2007(000's omitted, except per share amounts):
Supplemental pro forma results of operations for the three and nine-month
periods ended September 30, 2007
For the For the
three months ended nine months ended
September 30, 2007 September 30, 2007
------------------ ------------------
Revenue ........................ $43,860 $126,812
Net Income (loss).................... $(219) $2,317
Basic Earnings per share............. $(0.03) $0.27
During the quarter ended September 30, 2007 a number of one-time items were
recorded prior to our acquisition of VCA. These items included $961,000 in
management bonuses, $427,000 of financing fees and debt prepayment penalties as
well as various other asset and liability adjustments which served to reduce
their net income and therefore the amounts reflected in the pro forma net income
(loss) for the above periods..
NOTE 3 -- COMMON SHARES OUTSTANDING:
All common share numbers reported herein reflect the 25% stock split effected in
the form of a stock dividend declared by the Board of Directors on March 19,
2007 and paid on May 4, 2007.
7
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 4 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations for the three and nine month periods ended
September 30, 2008 and 2007 is as follows (000's omitted, except for per share
amounts):
For the For the
three-month period nine-month period
ended September 30, ended September 30,
2008 2007 2008 2007
--------- --------- ------ --------
Numerator
Net Income.................................................. $1,152 $961 $2,778 $2,393
Denominator
Weighted average shares outstanding (basic)................. 8,648 8,389 8,607 8,228
Effect of dilutive options and warrants..................... 66 98 78 102
-------- -------- -------- ---------
Weighted average shares and dilutive potential Common
Shares.................................................... 8,714 8,487 8,685 8,330
Basic earnings per share.................................... $0.13 $0.11 $0.32 $0.29
Diluted earnings per share.................................. $0.13 $0.11 $0.32 $0.29
For the three and nine month periods ended September 30, 2008 there were 127,845
and 15,845, respectively, outstanding options to purchase shares of Common Stock
which were excluded from the computation of the diluted earnings per share
amount as the exercise prices of these outstanding options were greater than the
average market price of the shares of Common Stock.
For the three and nine month periods ended September 30, 2007 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 prices
of all outstanding options were less than the average market price of the shares
of Common Stock.
NOTE 5 -- SEGMENT INFORMATION:
We currently report three major operating divisions and a corporate office that
provides shared services.
Our Fertility Centers Division is comprised of a provider network of 11
contracted fertility centers located in major markets across the United States.
We offer products and services to these providers designed to support the
fertility centers' growth. This division also supports a Council of Physicians
and Scientists, as well as ARTIC, a captive insurance company which provides
malpractice insurance to member physicians.
Our Consumer Services Division offers products directly to fertility patients.
The division's Shared Risk(R) Refund and financing programs are designed to make
the treatment process easier and more affordable for patients. As of September
30, 2008, the division maintained a contracted network of 22 independent
fertility clinics under its Affiliate program which is designed to distribute
the division's products and services to a wider group of patients than just
those serviced by our Fertility Center locations. The division also offers
fertility medications directly to patients via a competitively priced mail-order
pharmacy.
Our Vein Clinics Division, formed on August 8, 2007, with the purchase of VCA,
provides business and management services to a network of 30 clinics located in
11 states which specialize in the treatment of vein disease and disorders.
8
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
We also maintain a Shared Services group within the Corporate office. In
addition to their corporate responsibilities, this group assists the Fertility
Centers, Consumer Services and Vein Clinics Divisions with administrative
services such as finance, accounting, human resources and purchasing support;
access to capital for financing clinic operations and expansion; traditional
marketing; internet marketing and website support and integrated information
systems.
Performance by segment, for the three and nine-month periods ended September 30,
2008 and 2007 are presented below (000's omitted, except percentages).
9
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
IntegraMed America
Segment Information
Fertility Consumer Vein
Centers Services Clinics Corp G&A Consolidated
---------- --------- -------- ---------- -------------
For the three months ended September 30, 2008
Revenues ............................ $ 36,505 $ 5,421 $ 10,360 $ 0 $ 52,286
Cost of Services .................... 33,762 3,993 9,468 -- 47,223
--------- --------- --------- --------- ---------
Contribution ........................ 2,743 1,428 892 -- 5,063
Operating margin .................... 7.5% 26.3% 8.6% 0.0% 9.7%
General and Administrative .......... -- -- -- 2,853 2,853
Interest, Net ....................... (45) -- 4 349 308
--------- --------- --------- --------- ---------
Income before income taxes .......... $ 2,788 $ 1,428 $ 888 ($ 3,202) $ 1,902
========= ========= ========= ========= =========
Depreciation expense included above . $ 1,018 $ 1 $ 193 $ 295 $ 1,507
Capital Expenditures ................ $ 37 $ 0 $ 104 $ 147 $ 288
Total Assets ........................ $ 37,533 $ 371 $ 46,603 $ 28,808 $ 113,315
For the nine months ended September 30, 2008
Revenues ............................ $ 104,302 $ 14,193 $ 29,264 $ 0 $ 147,759
Cost of Services .................... 96,685 10,280 27,337 -- 134,302
--------- --------- --------- --------- ---------
Contribution ........................ 7,617 3,913 1,927 -- 13,457
Operating margin .................... 7.3% 27.6% 6.6% 0.0% 9.1%
General and Administrative .......... -- -- -- 7,951 7,951
Interest, Net ....................... (154) -- 6 1,032 884
--------- --------- --------- --------- ---------
Income before income taxes .......... $ 7,771 $ 3,913 $ 1,921 ($ 8,983) $ 4,622
========= ========= ========= ======== =========
Depreciation expense included above . $ 3,235 $ 2 $ 566 $ 679 $ 4,482
Capital Expenditures ................ $ 2,755 $ 0 $ 701 $ 440 $ 3,896
Total Assets ........................ $ 37,533 $ 371 $ 46,603 $ 28,808 $ 113,315
For the three months ended September 30, 2007
Revenues ............................ $ 31,046 $ 4,579 $ 4,687 $ 0 $ 40,312
Cost of Services .................... 28,332 3,368 4,159 -- 35,859
--------- --------- --------- --------- ---------
Contribution ........................ 2,714 1,211 528 -- 4,453
Operating margin .................... 8.7% 26.4% 11.3% 0.0% 11.0%
General and Administrative .......... -- -- -- 2,850 2,850
Interest, Net ....................... (44) -- 2 76 34
-------- --------- --------- --------- ---------
Income before income taxes .......... $ 2,758 $ 1,211 $ 526 ($ 2,926) $ 1,569
========= ========= ========= ========= =========
Depreciation expense included above . $ 1,023 $ 1 $ 90 $ 226 $ 1,340
Capital Expenditures ................ $ 1,469 $ 0 $ 373 $ 277 $ 2,119
Total Assets ........................ $ 43,362 $ 840 $ 42,302 $ 24,278 $ 110,782
For the nine months ended September 30, 2007
Revenues ............................ $ 89,866 $ 12,155 $ 4,687 $ 0 $ 106,708
Cost of Services .................... 82,312 8,873 4,159 -- 95,344
--------- --------- --------- --------- ---------
Contribution ........................ 7,554 3,282 528 -- 11,364
Operating margin .................... 8.4% 27.0% 11.3% 0.0% 10.6%
General and Administrative .......... -- -- -- 8,024 8,024
Interest, Net ....................... (159) -- 2 (226) (383)
--------- --------- --------- --------- ---------
Income before income taxes .......... $ 7,713 $ 3,282 $ 526 ($ 7,798) $ 3,723
========= ========= ========= ========= =========
Depreciation expense included above . $ 2,927 $ 2 $ 90 $ 645 $ 3,664
Capital Expenditures ................ $ 3,235 $ 0 $ 373 $ 605 $ 4,213
Total Assets ........................ $ 43,362 $ 840 $ 42,302 $ 24,278 $ 110,782
10
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 6 - CASH AND SHORT TERM INVESTMENTS:
Cash and short term investments consist of cash and short term marketable
securities. To the extent that cash balances exceed short term operating needs,
excess cash is invested in short term interest bearing instruments. It is our
policy to restrict our investments to investment quality securities with fixed
maturity dates and principle amounts. The composition of our cash and short term
investments is as follows (000's omitted):
September 30, December 31,
2008 2007
---------------- -----------------
(unaudited)
Cash $15,935 $22,156
Money market funds 120 118
Certificates of deposit 1,400 1,400
Short term commercial paper 4,969 0
Accrued interest income 22 66
---------------- -----------------
Total cash and short term investments $22,446 $23,740
================ =================
As of both September 30, 2008 and December 31, 2007, our Certificates of
Deposits were comprised of one certificate held by Bank of America, our primary
bank. As of September 30, 2008, this certificate had a maturity date of October
14, 2008 and yield of 3.40%. As of December 31, 2007, the maturity date and
yield were January 18, 2008 and 5.04% respectively.
As of September 30, 2008, our Short term commercial paper holdings were
comprised of one ninety-day security with a maturity date of November 11, 2008
and yield of 2.72%.
NOTE 7- INTANGIBLE ASSETS:
Business Service Rights consist of fees and expenses paid in conjunction with
service contracts associated with our Fertility Centers Partner program. These
service contracts typically have ten to twenty five year initial lives with the
associated service fees on some contracts refundable upon contract termination.
We amortize our non-refundable Business Service Rights over the life of their
applicable contract. Refundable Service Rights, which totaled approximately $6.1
million as of September 30, 2008, are not amortized because these funds will be
returned to us upon contract termination.
Goodwill consists of amounts paid related to the acquisition of VCA in excess of
the fair value of net assets and liabilities acquired. Contingent consideration
payments, if any, related to earn out provisions of this acquisition are not
included in the value presented as they are not estimable at this time. Such
payments, if any, will be paid 50% in cash and 50% in stock and will result in
an adjustment to goodwill. Currently, no contingent earn out provisions have
been met and no payments are due.
Trademarks are comprised of valuations assigned to assets associated with the
VCA acquisition as well as costs associated with our trademark and service mark
rights.
We test all our individual intangible assets for impairment on a regular basis.
To date no impairment has been incurred and therefore no impairment charges have
been recognized in our financial statements.
11
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 8 - DUE TO MEDICAL PRACTICES:
Due to Fertility Medical Practices is comprised of the net amounts owed by us to
medical practices contracted as Fertility Centers. We do not consolidate the
results of the Fertility Centers into our accounts. This balance is comprised of
amounts due to us by the medical practices for funds, which we advanced with
full recourse for use in financing their accounts receivable, less balances owed
to the medical practices by us for undistributed physician earnings and patient
deposits we hold on behalf of the medical practices.
As of September 30, 2008 and December 31, 2007, Due to Fertility Medical
Practices was comprised of the following balances (000's omitted):
September 30, 2008 December 31, 2007
------------------ ----------------
(unaudited)
Advances to Practice for Accounts Receivables.. $(18,640) $(15,585)
Undistributed Physician Earnings............... 1,761 6,338
Physician Practice Patient Deposits............ 23,897 18,290
------ -------
Due to Medical Practices, net.................. $7,018 $9,043
====== ======
NOTE 9 - STOCK-BASED EMPLOYEE COMPENSATION:
We currently have three stock option plans which have been previously approved
by the stockholders. All three plans are described more fully in Note 16 of the
financial statements in our most recent Annual Report on Form 10-K. Under the
1992 Incentive and Non-Incentive Stock Option Plan (the "1992 Plan"), the 2000
Long-term Compensation Plan (the "2000 Plan") and the 2007 Long-term
Compensation Plan (the "2007 Plan"), 500,000, 700,000 and 500,000 shares
,subject to adjustment, of common stock, respectively, were reserved for
issuance of incentive and non-incentive stock options and stock grants. The 1992
Plan expired in May 2002, and although some options are still outstanding, no
further awards may be made under that plan. Under the 2000 and 2007 Plans, stock
options and stock grants may be awarded to employees, directors and such other
persons as the Board of Directors determines will contribute to our success.
Vesting periods are set by the Board of Directors and stock options are
generally exercisable during a ten-year period following the date of award, with
stock grants generally vesting in three to five years. The Board of Directors
has the authority to accelerate the maturity of any stock option or grant at its
discretion, and all stock options and grants have anti-dilution provisions.
Under all of our plans, options expire three months from the date of the
holder's termination of employment or twelve months in the event of disability
or death. As of September 30, 2008, there were 356,784 shares available for
granting under these plans. We recognize compensation cost for stock option
plans over the vesting period based on the fair value of the option as of the
date of the grant.
The following table sets forth information about the weighted-average fair value
of options granted during the periods below, and the assumptions used for each
grant:
For the For the
three months ended nine months ended
September 30, September 30,
------------------ -------------------
2008 2007 2008 2007
---- ---- ---- ----
Fair Value of Options...... N/A N/A $8.45 N/A
Dividend yield............. N/A N/A 0.0% N/A
Expected volatility........ N/A N/A 51.8% N/A
Risk free interest rate.... N/A N/A 4.0% N/A
Expected term in years..... N/A N/A 6.30 N/A
Stock option activity under these plans is summarized below:
12
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Number of
shares of
Common Stock
underlying Weighted average
options exercise price
---------- -------------------
Options outstanding as of December 31, 2007 102,219 $ 2.33
Stock awards (granted) ..................... 127,845 $ 8.45
Awards exercised ........................... 3,048 $ 2.03
Awards cancelled ........................... 0
-------
Options outstanding as of September 30, 2008 227,016 $ 5.78
Options exercisable at:
December 31, 2007 .................... 102,219 $ 2.33
September 30, 2008 ................... 99,171 $ 2.34
The intrinsic value (difference between exercise price and current value of our
common stock) of exercisable options at December 31, 2007 and September 30, 2008
was $973,000 and $461,000, respectively.
For the three and nine month periods ended September 30, 2008, we recorded a
charge to earnings to recognize compensation expense of $47,000 and $57,000,
respectively, related to the value of outstanding stock options. There was no
compensation expense related to stock options in the comparable periods of 2007.
As of September 30, 2008, we had approximately $684,000 of unrecognized
compensation costs related to stock options which will be recognized over their
vesting period.
We also issue restricted stock grants to officers and members of the Board of
Directors. Stock granted to Board members vests immediately and stock granted to
officers generally vests over a period of three to five years. Our General and
Administrative expense includes compensation costs recognized in connection with
these restricted stock grants of $179,000 and $556,000 for the three and nine
month periods ended September 30, 2008, respectively, and $133,000 and $358,000
for the three and nine month periods ended September 30, 2007. As of September
30, 2008, we had approximately $1.5 million of unrecognized compensation costs
related to stock grants which will be recognized over their vesting period.
NOTE 10 -- INTEREST RATE HEDGING TRANSACTION:
In the normal course of business we are exposed to the risk that our earnings
and cash flows could be adversely impacted by market driven fluctuations in the
level of interest rates. It is our policy to manage these risks by using a mix
of fixed and floating rate debt and derivative instruments.
In conjunction with our term loan agreement, executed during the third quarter
of 2007, we entered into an interest rate swap agreement on a portion of that
loan. This swap agreement is designed to hedge interest rate risks associated
with a portion of our term loan.
As a result of this agreement, our net income for the three and nine-months
ended September 30, 2008 included additional financing costs of approximately
$73,000 and $188,000, respectively, and we expect to record additional financing
costs of approximately $250,000 related to the swap agreement over the next
twelve months, given current interest rate forecasts (these financing costs are
expected to be offset by lower interest rates on that portion of the underlying
term loan not participating in the swap). In addition to the costs included in
13
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
our reported net income, this hedge also generated a non-recognized gain of
approximately $43,000 during the third quarter of 2008, and a non-recognized
loss of $178,000 for the nine months ended September 30, 2008, which is reported
as part of our accumulated other comprehensive income (loss).
The interest rate swap agreement is designed to hedge approximately 50% of our
outstanding term loan. We deem this hedge to be highly effective as it shares
the same termination date and amortization schedule as the underlying debt
subject to the hedge and the change in fair value inversely mimics the
appropriate portion of the hedged item. As of September 30, 2008, we had no
other hedge or derivative transactions.
The following table summarizes total comprehensive income (loss) for the
applicable periods (000's omitted):
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------ -------------------
2008 2007 2008 2007
------- -------- ------- ---------
Net income as reported ..................... $ 1,152 $ 961 $ 2,778 $ 2,393
Net income/(loss) on derivative transactions 43 (17) (96) (14)
------- ------- ------- -------
Total comprehensive income ................. $ 1,195 $ 944 $ 2,682 $ 2,379
======= ======= ======= =======
NOTE 11-- LITIGATION:
From time to time, we are party to legal proceedings in the ordinary course of
business. As of September 30, 2008, none of these proceedings is expected to
have a material adverse effect on our financial position, results of operations
or cash flows.
NOTE 12 -- RECENT ACCOUNTING STANDARDS:
SFAS No. 141R, Business Combinations
In December 2007, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141 (Revised 2007), Business Combinations ("SFAS No. 141R"). The
objective of SFAS No. 141R is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
To accomplish that, SFAS No. 141R establishes principles and requirements for
how the acquirer:
a. Recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree
b. Recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase
c. Determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of
the business combination.
This statement is effective for fiscal years beginning on or after December 15,
2008. We are currently evaluating the impact that SFAS No. 141R could have on
our consolidated financial statements.
SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements
In December 2007, the FASB issued Statement No. 160, Non-controlling Interests
in Consolidated Financial Statements -- an amendment of ARB No. 51 ("SFAS No.
160"). SFAS No. 160 requires a company to clearly identify and present ownership
interests in subsidiaries held by parties other than the company in the
14
INTEGRAMED AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
consolidated financial statements within the equity section but separate from
the company's equity. It also requires the amount of consolidated net income
attributable to the parent and to the non-controlling interest be clearly
identified and presented on the face of the consolidated statement of income;
changes in ownership interest be accounted for similarly, as equity
transactions; and when a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary and the gain or loss
on the deconsolidation of the subsidiary be measured at fair value. This
statement is effective for fiscal years after December 15, 2008. We currently
believe that SFAS No. 160 will have no material impact on our consolidated
financial statements.
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 133
("SFAS No. 161"). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under FASB Statement No. 133 and its related interpretations, and
(c) how derivative instruments and related hedge items affect an entity's
financial position, financial performance, and cash flows. This statement is
effective for fiscal years after November 15, 2008. We currently believe that
SFAS No. 161 will have no material impact on our consolidated financial
statements.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and notes thereto included in this
report and with IntegraMed America Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2007.
Forward Looking Statements
This Form 10-Q and discussions and/or announcements made by or on behalf of us,
contain certain forward-looking statements regarding events and/or anticipated
results within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the attainment of which involves
various risks and uncertainties. Forward-looking statements may be identified by
the use of forward-looking terminology such as, "may", "will", "expect",
"believe", "estimate", "anticipate", "continue", or similar terms, variations of
those terms or the negative of those terms. Our actual results may differ
materially from those described in these forward-looking statements due to the
following factors: our ability to acquire additional fertility Partner
agreements or open additional vein clinics, our ability to raise additional debt
and/or equity capital to finance future growth, the loss of significant Partner
agreement(s), the profitability or lack thereof at fertility centers or vein
clinics serviced by us, increases in overhead due to expansion, the exclusion of
fertility services or vein care from insurance coverage, government laws and
regulation regarding health care, changes in managed care contracting, and the
timely development of and acceptance of new fertility or vein treatment
technologies and techniques. We are under no obligation (and expressly disclaim
any such obligation) to update or alter any forward-looking statements whether
as a result of new information, future events or otherwise.
Business Overview
IntegraMed America is a leading provider of specialty healthcare services in
emerging, technology-focused segments. The company currently operates in two
healthcare sectors, fertility care and vein treatment. The company supports its
operations with an established and extensive infrastructure of clinical and
business resources, with operations organized into three divisions.
The Fertility Centers Division is comprised of 11 contracted fertility centers,
located in major markets across the United States. Each contracted center is
composed of a multi-physician practice with multiple clinical locations covering
their service area. These centers are typically the number one or two provider
group in the markets served.
The strategy of the Fertility Centers Division is to support the long term
growth of contracted centers by attracting and retaining new patients, expanding
market share, enabling superior clinical and patient care, and increasing the
operational efficiency of the fertility center.
In addition to its Shared Risk Refund program, our Consumer Services Division
also coordinates treatment financing between fertility patients and a
third-party financing company. In exchange for coordinating this financing, we
receive a broker fee with the third-party financing company bearing the credit
risk. These two offerings are designed to make the treatment process easier and
more affordable for patients. The division maintains provider contracts with the
Fertility Centers Division as well as a network of 22 independent fertility
clinics under its Affiliate program. The division also offers fertility
medications directly to patients through a competitively priced mail-order
pharmacy.
The strategy of the Consumer Services Division is to increase the size of the
Affiliate provider network, increase the number of Shared Risk Refund contracts
sold to patients, maintain excellent pregnancy success rates for patients
enrolled in the program, expand the offerings of the Shared Risk Refund program
to additional patients who currently do not qualify for the current program, and
build new products and services that can be sold directly to consumers of
specialty health care services.
Our Vein Clinics Division was formed on August 8, 2007, with the purchase of
Vein Clinics of America, Inc. ("VCA"). The Vein Clinics Division currently
provides business and management services to a network of 30 clinics located in
11 states which specialize in the treatment of vein disease and disorders.
The strategy of the Vein Clinics Division is to provide technologically advanced
care for vein disease to underserved populations across the U.S., increase the
16
volume, productivity and profits of existing vein clinics, open new vein clinics
in markets currently being served by the company, open new vein clinics in
markets currently not served by the company, and support anticipated growth with
a solid business management infrastructure.
We also seek to support our operating divisions with Shared Services that can be
leveraged across the operations. Included in the Shared Services infrastructure
are information systems, finance and administration, human resources, legal
services and investor relations.
Major Events Impacting Financial Condition and Results of Operations
2008
On July 9, 2008, we entered into a Business Services Agreement to provide
limited business services to Arizona Reproductive Medicine Specialists in
Phoenix, Arizona. Under the terms of this 25 year agreement, our service fees
are initially comprised of a fixed percentage of the fertility practice's net
revenue. We also have the exclusive option at any point during the life of the
contract to expand our service offerings into a complete range of business,
marketing and financial services at which time our fees will also include a
fixed percentage of the fertility practice's earnings.
On June 23, 2008, we announced that we entered into a new Affiliate services
contract with the University of North Carolina ("UNC") School of Medicine's
Department of Obstetrics and Gynecology in Chapel Hill, North Carolina. As an
Affiliate, UNC School of Medicine's Department of Obstetrics and Gynecology
receives distribution rights to IntegraMed's consumer products and services. In
addition, UNC School of Medicine's Department of Obstetrics and Gynecology has
the right to receive other products and services uniquely designed to support
the business needs of successful, high-growth fertility centers.
On June 5, 2008, we announced the opening of a new Vein Clinic location in
Marietta, Georgia. This clinic is IntegraMed's fourth vein clinic in Georgia and
this newly completed, state-of-the-art clinic, outfitted with the latest in
laser and other vein treatment technologies is positioned to deliver the highest
level of patient care available in the area.
On April 29, 2008, we announced the opening of a new Vein Clinic treatment
center in Alexandria, Virginia. This addition to our Vein Clinics Division will
provide focused vein care treatment solutions to the Washington, D.C.
metropolitan area.
On April 24, 2008, we entered into a Business Services Agreement to supply a
complete range of business, marketing and facility services to the Southeastern
Fertility Centers, P.A., located near Charleston, South Carolina. Under the
terms of this 25-year agreement, our service fees are comprised of reimbursed
costs of services, a tiered percentage of revenues, and an additional fixed
percentage of the practice's earnings. We also committed up to $0.6 million to
fund any necessary capital needs of the practice.
On April 1, 2008, we entered into an Affiliate services contract with OU
Physicians Reproductive Health in Oklahoma City, Oklahoma. As a result of this
agreement, OU Physicians Reproductive Health provides another opportunity for
our Consumer Services Division to distribute their product offerings in support
of this successful fertility center.
2007
On August 29, 2007, we entered in to a Business Services Agreement to supply a
complete range of business, marketing and facility services to the Center for
Reproductive Medicine in Orlando, Florida. The Center for Reproductive Medicine
is a fertility practice comprised of four physicians. Under the terms of this
25-year agreement, our service fees are comprised of reimbursed costs of
services, a tiered percentage of revenues, and an additional fixed percentage of
the Center for Reproductive Medicine's earnings. We also committed up to $1.0
million to fund any necessary capital needs of the practice.
On August 8, 2007, we acquired all of the outstanding stock of VCA for a total
cost of approximately $29 million in cash and common stock. The results of VCA
are included in our financial statements from the date of the acquisition.
Also on August 8, 2007 we entered into an amended loan agreement with Bank of
America. The new term loan is in the amount of $25 million (the proceeds of
which were applied to repay our original term loan and finance in part the VCA
17
transaction). Interest on the new term loan is at our option, at the prime rate
or at LIBOR plus 2% to 2.75% depending upon the level of the ratio of
consolidated debt to earnings before interest, taxes depreciation and
amortization ("EBITDA"). The loan agreement also contains provisions for a
revolving line of credit in the amount of $10 million. Interest on the revolver
is at LIBOR plus 1.5% to 2.5% depending on the level of the ratio of
consolidated debt to EBITDA. As of September 30, 2008, no amounts were drawn on
the revolver.
Effective July 1, 2007, we expanded the Shady Grove Fertility Center Partner
Service arrangement with the addition of the Fertility Center of the Greater
Baltimore Medical Center ("Center") in Baltimore, Maryland where we will provide
a full range of business, marketing and facility services. Under the terms of
this agreement, we purchased the assets of the Center from Greater Baltimore
Medical Center and have committed additional resources to support further growth
and development of the Center. Under the terms of this agreement, we will be
paid service fees comprised of reimbursed costs of services and a fixed
percentage of revenues, plus an additional fixed amount of the Center's
earnings.
On March 19, 2007, we declared a 25% stock split effected in the form of a stock
dividend for all holders of record as of April 13, 2007. As a result of this
dividend, 1,628,907 new shares of common stock were issued on the payment date
of May 4, 2007. No fractional shares were issued as all fractional amounts were
rounded up to the next whole share. All weighted average shares outstanding and
earnings per share calculations in this filing have been restated to reflect
this stock split.
Results of Operations
The following table shows the percentage of net revenue represented by various
expenses and other income items reflected in our statements of operations for
the three and nine month periods ended September 30, 2008 and 2007:
For the For the
three-month nine-month
period ended period ended
September 30, September 30,
-------------- --------------
2008 2007 2008 2007
---- ---- ---- ----
(unaudited) (unaudited)
Revenues, net
Fertility Centers ............... 69.8% 77.0% 70.6% 84.2%
Consumer Services ............... 10.4% 11.4% 9.6% 11.4%
Vein Clinics .................... 19.8% 11.6% 19.8% 4.4%
----- ----- ----- -----
Total Revenues .................. 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Cost of services, net
Fertility Centers ............... 64.6% 70.3% 65.4% 77.1%
Consumer Services ............... 7.6% 8.4% 7.0% 8.3%
Vein Clinics .................... 18.1% 10.3% 18.5% 3.9%
----- ----- ----- -----
Total Costs of services and sales 90.3% 89.0% 90.9% 89.4%
----- ----- ----- -----
Contribution
Fertility Centers ............... 5.2% 6.7% 5.2% 7.1%
Consumer Services ............... 2.7% 3.0% 2.6% 3.1%
Vein Clinics .................... 1.7% 1.3% 1.3% 0.5%
----- ----- ----- -----
Total contribution .............. 9.7% 11.0% 9.1% 10.6%
----- ----- ----- -----
General and administrative expenses ...... 5.5% 7.1% 5.4% 7.5%
Interest income .......................... -0.2% -0.7% -0.2% -0.9%
Interest expense ......................... 0.8% 0.8% 0.8% 0.6%
----- ----- ----- -----
Total other expenses ............ 6.0% 7.2% 6.0% 7.2%
----- ----- ----- -----
Income before income taxes ............... 3.6% 3.9% 3.1% 3.5%
Income tax (benefit) provision ........... 1.4% 1.5% 1.2% 1.2%
----- ----- ----- -----
Net Income ............................... 2.2% 2.4% 1.9% 2.2%
===== ===== ===== =====
18
Three and Nine Months Ended September 30, 2008 Compared to the Three and Nine
Months Ended September 30, 2007
--------------------------------------------------------------------------------
Revenues
--------
For the three months ended September 30, 2008, total revenues of $52.3 million
increased approximately $12.0 million, or 30%, from the same period in 2007.
Although all divisions experienced increased revenue growth, approximately $5.7
million of this increase came from our Vein Clinics Division, which was acquired
during the third quarter of 2007, and therefore does not include a full
comparative period in the prior year.
The remaining increase in revenue is attributable to our Fertility Centers and
Consumer Services Divisions. Our Fertility Centers revenue increased
approximately $5.5 million, or 18%, as a result of organic growth within
existing medical practices and the addition of two new practices, one in August
2007 and one in April 2008. Our Consumer Services segment experienced increased
revenues of $0.8 million, or 18%, primarily driven by the continued growth of
its Shared Risk Refund program.
For the nine months ended September 30, 2008, total revenues of $147.8 million
increased approximately $41.1 million, or 38%, from the same period in 2007.
Approximately $24.6 million of this increase was derived from our Vein Clinics
Division, with the remaining increase attributable to our Fertility Centers and
Consumer Services operations. Our Fertility Centers revenue increased
approximately $14.5 million, or 16%, as a result of growth within existing
medical practices and the previously mentioned two new practice agreements. Our
Consumer Services segment experienced increased revenues of $2.0 million, or
17%, through the continued expansion of its Shared Risk Refund program.
A segment-by-segment discussion is presented below.
Fertility Centers Segment
In providing clinical care to patients, each of our fertility centers generates
patient revenue which we do not report in our financial statements. Although we
do not consolidate the physician fertility practice financials with our own,
these financials do directly affect our revenues.
The components of our revenue from each of the fertility centers are:
o A Base Service fee calculated as a percentage of patient revenue as
reported by the center (this percentage varies from 6% down to 3%
depending on the level of patient revenues);
o Cost of Services equal to reimbursement for the expenses which we
advanced to the center during the month (representing substantially all
of the expenses incurred by the practice) and;
o Our Additional fees which represent our share of the net income of the
center (which varies from 10% to 20% or a fixed amount depending on the
underlying center).
In addition to these revenues generated from our Fertility Centers, we often
receive miscellaneous other revenues related to providing services to medical
practices. From the total of our revenues, we subtract the annual amortization
of our Business Service Rights, which were amounts paid for the rights to
provide Business Services to each of the centers.
During the third quarter of 2008, Fertility Center revenues increased by $5.5
million or 17.6% from the same period in 2007. Our two newest stand-alone
fertility center contracts, one acquired in the third quarter of 2007, the other
during the second quarter of 2008, were responsible for $2.4 million of the
increase. The remaining growth among our more mature fertility centers totaled
$3.1 million, and represents an increase of 10.0% over prior year levels due
mainly to continued strong patient demand and good operational execution.
Fertility center revenue for the nine months ended September 30, 2008 versus the
nine months ended September 30, 2007 increased approximately $14.4 million, or
16.1%. Approximately $6.0 million of this increase was derived from the two new
stand-alone contracts with the remaining $8.5 million, representing an increase
of 9.5%, generated based on organic revenue growth at our legacy centers.
19
The table below illustrates the components of the Fertility Centers revenue in
relation to the physician practice patient billings for the third quarter and
the first nine months of 2008 compared to the same periods in 2007:
For the For the
three-month period nine-month period
ended September 30, ended September 30,
-------------------- -------------------
2008 2007 2008 2007
------ ------ ---- ------
(unaudited) (unaudited)
Providers Providers Providers Providers
Physician Financials
(a) Patient revenue ............................. $ 50,709 $ 43,084 $ 142,973 $ 123,612
(b) Cost of services ............................ 32,939 27,776 94,442 80,943
(c) Base service fee ............................ 2,318 1,972 6,555 5,725
--------- --------- --------- ---------
(d) Practice contribution (a-b-c) ............... 15,452 13,336 41,976 36,944
(e) Physician compensation ...................... 13,914 12,026 37,813 33,175
(f) IntegraMed additional fee ................... 1,538 1,288 4,163 3,770
IntegraMed Financials
(g) IntegraMed gross revenue (b+c+f) ............ 36,795 31,036 105,160 90,438
(h) Amortization of business service rights ..... (324) (325) (972) (1,018)
(i) Other revenue ............................... 34 335 114 446
--------- --------- --------- ---------
(j) IntegraMed fertility services revenue (g+h+i) $ 36,505 $ 31,046 $ 104,302 $ 89,866
========= ========= ========= =========
Consumer Services Segment
Revenues from our Shared Risk Refund program accounted for approximately 94% and
93% of our Consumer Services segment revenues during the third quarter and first
nine months of 2008, respectively, up from 93% and 91% for the same periods in
2007, respectively. Patients enrolled in the Shared Risk Refund program
generally pay us an upfront fee (deposit) in return for up to nine treatment
cycles. The non-refundable portion of the fee is recognized as revenue at the
completion of the first treatment. The remainder is recognized at the time of a
positive treatment outcome (clinical pregnancy) or issued as a refund if all
treatment options fail. The two main factors that impact Shared Risk Refund
revenue (and contribution) are:
o The number of patients enrolled and receiving treatment; and
o Pregnancy success rates
On both a quarterly and year to date basis the Shared Risk Refund program
continued to experience significant growth with patient enrollments up 24.3% and
8.3% respectively. Shared Risk Refund revenue of $5.1 million in the third
quarter of 2008 was up $0.9 million, or 20% from the same period in the prior
year. For the nine months ended September 30, 2008, Shared Risk Refund revenue
increased $2.1 million, or 19%, from the same period in 2007. Average pregnancy
success rates also improved to 45.6% from 38.7% for the nine months ended
September 30, 2008 and 2007, respectively.
Our Affiliate program generated revenues of $307,000 during the third quarter of
2008, about even with the same period in the prior year. For the first nine
months of 2008, Affiliate revenues totaled $894,000, down from $945,000 for the
same period in the prior year. The majority of this drop in revenue is directly
attributable to our two newest fertility practices, located in Orlando, Florida
and Mount Pleasant, South Carolina, which transitioned from the Affiliate
program into full fertility clinic contracts during the third quarter of 2007
and second quarter of 2008, respectively. With their conversion from Affiliate
to fertility clinic, earnings from these practices are now reflected in the
Fertility Centers segment of our business. As of September 30, 2008, our
Affiliate network was comprised of 22 independent fertility clinics as compared
to 20 clinics on September 30, 2007. We have an on-going program designed to
attract independent unaffiliated fertility centers to join our Affiliate
network, as well as on-going efforts to transition Affiliate clinics to the
longer and more extensive full fertility center contracts.
Pharmaceutical revenue was $17,000 and $86,000 for the three and nine months
ended September 30, 2008, respectively, compared to $30,000 and $135,000,
respectively, during the same periods in the prior year. This segment of our
Consumer Services offerings continues to experience decreasing margins due to
pharmaceutical cost increases which are not able to be passed on to the
consumer.
20
Vein Clinics Segment
Revenues for the three and nine months ended September 30, 2008 were $10.4
million and $29.3 million, respectively. This compares to revenues of $8.2
million and $24.8 million generated in the third quarter and first nine months
of 2007, respectively, by VCA on a stand alone basis, prior to our acquisition
of this business segment. Revenues in this segment are generated from billings
to patients or their insurer for vein disease treatment services with this
patient revenue stream consolidated directly into our financials.
Pro forma stand-alone comparative results for VCA for the three and nine months
ended September 30, are presented below (000's):
For the three months For the nine months
ended September 30, ended September 30,
-------------------- --------------------
2008 2007 2008 2007
------- -------- ------ -------
Revenue $10,360 $8,235 $29,264 $24,791
Operating income $892 ($1,381) $1,927 $408
During the quarter ended September 30, 2007 a number of one-time items were
recorded prior to our acquisition of VCA. These items included $961,000 in
management bonuses, $427,000 of financing fees and debt prepayment penalties as
well as various other asset and liability adjustments.
Contribution
Our 2008 third quarter contribution of $5.1 million increased $0.6 million, or
14% from the same period in 2007. Contribution increased from $11.4 million in
the first nine months of 2007, to $13.5 million for the first nine months of
2008, or an increase of 18%. A segment-by-segment discussion is presented below.
Fertility Centers Segment
Fertility Center contribution of $2.7 million for the third quarter of 2008 and
$7.6 million for the first nine months of 2008 grew 1% from prior year levels.
Although this segment experienced revenue growth of 18% and 16% for the three
and nine-month periods ended September 30, 2008, respectively, versus the same
periods in the prior year, margin growth was tempered by additional division
level infrastructure investments. These investments, which totaled $0.9 million
during the first nine months in 2008, are designed to support continuing growth
and new acquisitions within this segment. Excluding this additional
infrastructure, contribution from operations grew $1.0 million, or 13%, for the
nine months ended September 30, 2008, versus the year earlier period.
Approximately $0.6 million of this contribution came from our previously
mentioned two newest stand-alone fertility centers with the remaining centers
generating contribution growth of $0.4 million.
Consumer Services Segment
Contribution from our Consumer Services segment grew by $218,000, or 18% in the
third quarter of 2008, compared to the same period in the prior year. This
growth was driven by our Shared Risk Refund program in which applications for
enrollment in the third quarter of 2008 increased by 26.0% from the same period
in the prior year and average pregnancy success rates rose by 4.7 percentage
points versus the third quarter of 2007. On a nine month basis, contribution is
up 19%, or $631,000, based upon the previously mentioned higher patient activity
and success rates versus 2007. Current year to date average success rates of
45.6% represent the high end of the expected success range while the prior year
success rates were at the lower end of the range.
During the third quarter of 2008 we also contracted with one new fertility
center to be a participating provider in our Affiliate program which should
translate into increased Shared Risk volume in the coming months.
21
Vein Clinics Segment
For the third quarter of 2008, contribution from our Vein Clinics Division was
$892,000, or 8.6% of Vein Clinic revenues. Contribution of $528,000, or 11.3% of
revenues in the third quarter of 2007 is not directly comparable as this
business segment was acquired during the third quarter of 2007, and therefore
does not include results for the full period. For the first nine months of 2008,
Vein Clinic's contribution totaled $1.9 million or 6.6% of revenues. During the
third quarter of 2008, we opened one additional Vein Clinic, bringing to five
the total opened in 2008 and we are on track to open two additional clinics
before the end of the current year. As with the Fertility Centers Division, most
of the division level infrastructure for the Vein Clinics have already been
absorbed into their cost structure and will enable us to accelerate new clinic
openings in a controlled and predictable manner in future quarters.
We are also benefiting from efficiencies as we integrate VCA's administrative
functions with our Corporate Shared Services group, and we continue to evaluate
additional opportunities for consolidation and savings.
General and Administrative Expenses
-----------------------------------
General and Administrative ("G&A") expenses are comprised of salaries and
benefits, administrative, regulatory compliance, and operational support costs
defined as our Shared Services group, which are not specifically related to
individual clinical operations or other divisional operations. These costs
totaled $2.9 million in the third quarter of 2008, and $8.0 million for the
first nine months of 2008, approximately even with the same periods in 2007. We
continue to actively manage G&A expenses in an effort to leverage our Support
Services group and extract economies of scale from within the organization. We
measure our success by relating G&A costs to operating contribution. For the
third quarter of 2008, G&A expenses were 56.3% of contribution, down
substantially from 64.0% during the same period in 2007. For the first nine
months of 2008, G&A expenses were 59.1% of contribution, as compared to 70.6%
during the same period in 2007.
Interest
--------
Net interest expense for the third quarter of 2008 totaled $308,000, compared to
net interest expense of $34,000 during the same period in the prior year. Net
interest expense was $884,000 for the first nine months of 2008 as compared to
net interest income of $383,000 in the first nine months of 2007. The change in
net interest income/expense for both the quarter and nine-month period is
primarily a result of utilizing cash on hand and additional borrowings as the
principal means of financing our acquisition of VCA in August 2007. A reduction
in the general level of interest rates as well as a slow-down in various credit
markets has also contributed to a reduction in our interest income. Subject to
interest rate fluctuations, we anticipate interest expense to decrease gradually
in the coming quarters as scheduled debt repayments reduce our outstanding
principle.
Income Tax Provision
--------------------
Our provision for income tax was approximately $1.8 million for the nine months
ended September 30, 2008, or 39.9% of pre-tax income. This is compared to
approximately $1.3 million, or 35.7%, of pre-tax income during the same period
last year. For the third quarter of 2008, our income tax provision was
approximately $0.8 million, or 39.4% of pre-tax income, compared to $0.6
million, or 38.8% of pre-tax income in the third quarter of 2007. Our effective
tax rates for 2008 and 2007 reflect provisions for both current and deferred
federal and state income taxes. The higher effective tax rate for the nine
months ended September 30, 2008 is mainly due to a decrease in tax-exempt
interest income projected for the year compared with 2007. The effective income
tax rate for the three months ended September 30, 2008 includes additional
interest for tax exposure items, a reduction of our FIN No. 48 (as defined
below) liability due to the completion of an IRS examination resulting in no
changes to the returns examined, and the impact of tax versus provision
reconciliations due to the filing of our tax returns.
Effective January 1, 2007, we adopted Financial Accounting Standards Board
(FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes,"
("FIN No. 48"), which clarifies the accounting and disclosure for uncertainty in
income taxes. The adoption of this interpretation did not have a material impact
on our financial statements. As of September 30, 2008, the total gross
unrecognized tax benefits were approximately $208,000, and the total
unrecognized tax benefits (net of federal effect) were approximately $142,000,
all of which would impact our effective tax rate if recognized. Interest on
unrecognized tax benefits as of September 30, 2008 was approximately $29,000. We
do not anticipate that any of our net unrecognized tax benefits will become
recognized over the next year due to expirations in the statute of limitations.
We file income tax returns in the U.S. federal jurisdiction and various states.
For federal income tax purposes, only our 2007 tax year remains open for
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examination by the tax authorities due to the recent completion of an IRS
examination. For state tax purposes, our 2003 through 2007 tax years remain open
for examination by the tax authorities under a four year statute of limitations.
Off-balance Sheet Arrangements
FASB Interpretation No. 46 (Revised) "Consolidation of Variable Interest
Entities" ("FIN No. 46R") addresses how a business enterprise should evaluate
whether it has a controlling financial interest in an entity through means other
than voting rights and accordingly should consolidate the entity. As of
September 30, 2008, as a result of the acquisition of VCA we have interests in
the individual vein clinics, where we are the primary beneficiary, therefore the
adoption of FIN No. 46R has required us to consolidate such vein clinic
operations in our financial statements. Since we do not have any interest in the
individual fertility clinics and we are not the primary beneficiary, we do not
consolidate the results of the fertility clinics in our accounts. Also, since we
do not have any significant interest in the captive insurance provider and we
are not the primary beneficiary, we do not consolidate the results of the
captive insurance company in our financials.
Liquidity and Capital Resources
As of September 30, 2008, we had approximately $22.4 million in cash and short
term investments on hand as compared to $23.7 million at December 31, 2007.
Additionally, we had a working capital deficit of approximately $1.7 million, at
September 30, 2008, an improvement of $0.9 million from the working capital
deficit of $2.6 million as of December 31, 2007. Cash balances decreased from
December 31, 2007 levels primarily due to physician draw downs of undistributed
earnings, investments in fixed assets and leasehold improvements, higher working
capital balances associated with increased revenues and scheduled debt
repayments. We expect cash balances to remain stable or increase modestly over
the remainder of the current year due to enhanced cash management practices and
a reduction in the pace of capital expenditures.
Shared Risk Refund patient deposits, which are reflected as a current liability,
represent funds received from patients in advance of treatment cycles and are an
indication of future revenues. These deposits totaled approximately $11.1
million and $9.7 million as of September 30, 2008 and December 31, 2007,
respectively. These deposits are a significant source of cash flow and represent
a source of interest-free financing for us.
As of September 30, 2008, we did not have any significant contractual
commitments for the acquisition of fixed assets or construction of leasehold
improvements. However, we anticipate upcoming capital expenditures of
approximately $1.0 million for the remainder of 2008. These expenditures are
primarily related to medical equipment, information system infrastructure and
leasehold improvements. We believe that working capital, specifically cash and
cash equivalents, remain at adequate levels to fund our operations and our
commitments for fixed asset acquisitions. We also believe that the cash flows
from our operations plus our available credit facility will be sufficient to
provide for our future liquidity needs over the next twelve months.
In August, 2007, as part of our acquisition of VCA, we secured a new $25 million
five-year term loan. Our previous term loan of $7.7 million was paid off in its
entirety as part of this agreement. After deducting the previous loan amount,
interest and fees, our net funding from Bank of America was $17.0 million. Other
features of this credit facility include a $10 million five-year revolving line
of credit.
Each component of our amended credit facility bears interest by reference to
Bank of America's prime rate or LIBOR, at our option, plus a margin, which is
dependent upon a leverage test, ranging from 2.00% 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
became payable quarterly beginning November 8, 2007 and interest on LIBOR-based
loans is payable on the last day of each applicable interest period. As of
September 30, 2008, interest on the term loan was payable at a rate of 4.97%.
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
September 30, 2008 under the revolving line of credit the full amount of $10.0
million was available, of which none was outstanding.
In order to mitigate the interest rate risk associated with our new term loan,
we entered into an interest rate swap agreement with Bank of America in August
2007 for 50% of the loan amount. The effect of this swap transaction was to
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effectively fix the interest rate on this portion of our term loan at 5.39% plus
the applicable margin for the life of the loan.
Our Bank of America credit facility is collateralized by substantially all of
our assets. As of September 30, 2008, we were in full compliance with all
applicable debt covenants. We also continuously review our credit agreements and
may renew, revise or enter into new agreements from time to time as deemed
necessary.
Significant Contractual Obligations and Other Commercial Commitments
The following summarizes our contractual obligations and other commercial
commitments at September 30, 2008, and the effect such obligations are expected
to have on our liquidity and cash flows in future periods.
Payments Due by Period (000's omitted)
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
------- ---------------- ----------- ----------- -------------
Notes payable $22,879 $ 3,695 $19,089 $ 95 $ 0
Capital lease obligations 321 81 240 0 0
Interest on notes payable 1,154 188 961 5 0
Operating leases 66,276 11,525 17,511 15,120 22,120
---------------------------------------------------------------------------------------------------
Total contractual cash
obligations $90,630 $15,489 $37,801 $15,220 $22,120
===================================================================================================
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
------- ---------------- ----------- ----------- -------------
Unused lines of credit $10,000 $ 0 $10,000 $ 0 $ 0
===================================================================================================
We also have commitments to provide working capital financing to clinics in our
Fertility Centers Division. A significant portion of these commitments relate to
our transactions with the medical practices themselves. Our responsibilities to
these medical practices are to provide financing for their accounts receivable
and to hold patient deposits as well as undistributed physician earnings on
their behalf. Disbursements to the medical practices generally occur monthly.
The medical practice's repayment hierarchy consists of the following:
o We provide a cash credit to the practice for billings to patients and
insurance companies;
o We reduce the cash credit for clinic expenses that we have incurred on
behalf of the practice;
o We reduce the cash credit for the base portion of our Service Fee which
relates to the Partner revenues;
o We reduce the cash credit for the variable portion of our Service Fee
which relates to the Partner earnings; and
o We disburse to the medical practice the remaining cash amount which
represents the physician's undistributed earnings.
We are also responsible for the collection of the fertility center accounts
receivables, which we finance with full recourse. We continuously fund these
needs from our cash flow from operations, the collection of prior months'
receivables and deposits from patients in advance of treatment. If delays in
repayment are incurred, which have not as yet been encountered, we could draw on
our existing working capital line of credit. We also make payments on behalf of
the clinics for which we are reimbursed in the short-term. Other than these
payments, as a general course, we do not make other advances to the medical
practice. We have no other funding commitments to the fertility clinics.
New Significant Accounting Policies
There have been no changes to any of our accounting policies disclosed in our
most recent Annual Report on Form 10-K.
24
New Accounting Pronouncements
Please see Note 12 of the consolidated financial statements contained in this
quarterly report on Form 10Q for a discussion on recently issued accounting
pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, our interest income and expense items are
sensitive to changes in the general level of interest rates. During the third
quarter of 2007 we entered into a derivative transaction designed to hedge 50%
of our variable rate term loan. As a result of this derivative transaction we
have successfully shielded ourselves from a portion of the interest rate risks
associated with our term loan. We are currently subject to interest rate risks
associated with our short term investments and certain advances to our fertility
clinics, both of which are tied to either short term interest rates or the prime
rate. As of September 30, 2008, a one percent change in interest rates would
impact our pre-tax income by approximately $100,000 annually.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Exchange Act) as of September
30, 2008 (the "Evaluation Date"). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective.
As permitted by Section 404 of the Sarbanes-Oxley Act, we have elected to defer
until the end of fiscal year 2008 the assessment of the effectiveness of
internal control over financial reporting for the newly acquired VCA subsidiary.
We have reviewed the internal control system in place at VCA, documented
controls and are now making enhancements where needed.
(b) Changes in internal controls
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are party to legal proceedings in the
ordinary course of business. As of September 30, 2008, none of
these proceedings is expected to have a material adverse
effect on our financial position, results of operations or
cash flow.
Item 1A. Risk Factors
In addition to the risk factors previously disclosed in our
Form 10-K for the year ended December 31, 2007, the recent
financial crisis affecting the banking system, financial
markets and other financial institutions may have an impact on
our future operations. There could be a number of follow-on
effects from the credit crisis on our business, including
insolvency of key payers resulting in delayed cash flows,
reduced revenues due to the inability of patients to obtain
credit to finance treatment and higher financing costs
associated with maintaining our liquidity.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
See Index to Exhibits on Page 28
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: November 7, 2008 By:/s/ John W. Hlywak, Jr.
-------------------
John W. Hlywak, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
27
INDEX TO EXHIBITS
Exhibit
Number Exhibit
-------- -------
31.1 -- CEO Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 dated November 7,
2008.
31.2 -- CFO Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 dated November 7,
2008.
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
November 7, 2008.
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
November 7, 2008.
28