Delaware
|
06-1150326
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
Two
Manhattanville Road, Purchase, New York
|
10577
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title of each class
|
Name of exchange on which
registered
|
Common
Stock, $.01 par value
|
NASDAQ
Global Market
|
Yes
|
No X
|
Yes
|
No X
|
Large
Accelerated Filer:
|
Accelerated
Filer X
|
Non-Accelerated
Filer: (Do not check if a smaller reporting
company)
|
Small
Reporting Company
|
Yes
|
No X
|
•
|
Patient
recruitment via internet web portals and search engines, in-clinic
educational materials, in-clinic contact with fertility specialists and
on-line contact with patient service specialists;
|
|
•
|
Educating
patients as to the benefits of various treatment options offered by our
network of contracted medical providers which have been tailored to appeal
to patients at various stages of their reproductive lives and with various
medical conditions;
|
|
•
|
Explaining
the financial costs and patient responsibilities of the various treatment
options;
|
|
•
|
Educating
patients as to the various financing options offered by our Attain IVF
programs and referring them to sources of third-party financing when
requested;
|
|
•
|
Coordinating
an initial medical assessment required for entry into our Attain IVF
programs;
|
|
•
|
Arranging
treatment with an Affiliate or a Partner center for all treatment cycles
used by the patient; and
|
|
•
|
Providing
on-going case management, treatment plan monitoring and evaluation
services.
|
•
|
Physician
recruiting and training. The business model for our Vein Clinics
Division depends on being able to identify, recruit and train new
physicians to staff new clinics. We have invested in additional
professional personnel as well as other recruiting and training assets to
support scaled growth in the future.
|
|
•
|
Regional
management. We have established a regional management
infrastructure to manage the day-to-day operations of the expanding Vein
Clinics Division clinical network and anticipate continued investment in
regional management talent as our clinic base expands.
|
|
•
|
Revenue
cycle management. Over the past several years, the market for vein
care has undergone a shift from private out of pocket payment by patients
to an environment where most treatment is covered by insurance. This shift
has caused us to make heavy investments in physician credentialing,
working capital and improved billing and collections personnel, systems
and procedures. These investments will continue as the business
grows.
|
|
•
|
Quality
improvement. We established a more formal quality and
risk management oversight infrastructure with performance improvement
initiatives related to clinical processes. This includes
developing a formalized training and competency assessment process,
pursuing ICAVL accreditation for our diagnostic ultrasound examinations,
developing documentation review processes and standardized multi-lingual
patient education materials and consent forms.
|
|
•
|
New clinic
development. With our planned roll-out of new clinic openings, we
are making investments in personnel and procedures for identifying
opportunities and opening new clinics in existing and new
markets.
|
|
•
|
Marketing
and sales. We have established more formal, direct-to-consumer and
physician referral marketing
programs.
|
•
|
Administrative
Services. Our Shared Services group provides our
contracted fertility centers and vein clinics with administrative
services, including: accounting and financial services, such as accounts
payable, payroll and financial reporting; human resources administration;
legal services; risk management; insurance; information systems and
services; and strategic planning.
|
|
•
|
Access to
Capital. We believe we provide our Partner fertility
centers and vein clinics with a competitive advantage through access to
capital for funding accounts receivable, expansion and growth. We provide
our Partner fertility centers and vein clinics with efficient access to
capital which allows them to obtain current technologies, equipment and
facilities that enable them to provide a full spectrum of services to
effectively compete for patients. For example, we have built new clinical
facilities housing state-of-the-art fertility laboratories for several
Partners, which enable them to expand their offerings to include a number
of services that they had previously outsourced, and have acquired
state-of-the-art ultrasound and laser technology for our vein clinics. We
believe this access to capital helps us to recruit Partner
practices.
|
|
•
|
Integrated
Information Systems. Using our established base of
treatment providers, we are continuously developing integrated information
systems to collect and analyze clinical, patient, financial and marketing
data, which we believe allow us to more effectively control expenses and
improve cash collections at our Partner fertility centers and vein
clinics. Our proprietary ARTworks clinical software provides
electronic medical records, treatment plan and success rate research
capabilities, decision support functionality and clinical risk management
services, which we believe makes our physicians more efficient and
improves quality of care. We provide our vein clinics access to
our proprietary VPA information system, which is an end-to-end patient and
clinic operating system that provides decision support and revenue cycle
functions.
|
|
•
|
Human
Resources. Our Shared Services group provides our
contracted fertility centers and vein clinics with human resources
services, including: policies and procedures; arranging for comprehensive
benefits and managing the implementation of those benefits; wage and hour
administration; performance reviews; job descriptions; and overall human
capital management.
|
|
•
|
The
quality of treatment is improving, increasing pregnancy success
rates;
|
||
•
|
Improvements
in embryo culture media and implantation rates are leading to the
capability of reducing high order multiple births, which is one of the
greatest risk factors in this industry;
|
||
•
|
With
improving pregnancy rates, the cost of treatment is decreasing thereby
making these services more affordable;
|
||
•
|
Demand
for reproductive medical services is increasing through greater public
awareness and acceptance of these treatments; and
|
||
•
|
Couples
are delaying child birth until later in life. In 2006, approximately one
out of every 12 first births was to a woman age 35 or older, compared
with one out of every 100 first births in 1970, according to the
U.S. Centers for Disease Control and Prevention.
|
•
|
The
benefits arising from consolidation, including the economies of scale that
can be realized by leveraging a corporate infrastructure like ours to
minimize general and administrative expenses as a percentage of fertility
center revenues;
|
|
•
|
The
need for greater efficiencies to offset rising costs and decreases in
revenue growth;
|
|
•
|
The
barriers to establishing new fertility centers, including the
capital-intensive nature of acquiring and maintaining state-of-the-art
medical equipment, laboratory and clinical facilities and the need to
develop and maintain specialized information systems to meet the demands
of patients and third-party payors;
|
|
•
|
The
need for support services like those we provide to address the need for
seven-days-a-week service to respond to patient demands and to
optimize the outcomes of patient treatments;
|
|
•
|
The
increased need for marketing services like those we provide to address
increasing competition among medical providers specializing in fertility
treatment; and
|
|
•
|
Our
track record of growing contracted fertility center Partners two to three
times faster than fertility centers that are not a part of our network,
based on the number of fresh IVF cycles
performed.
|
•
|
Varicose
veins — which are caused when small valves designed to allow blood to
flow in only one direction fail or leak. This causes blood to flow
backwards under the force of gravity and pool inside the
vein;
|
|
•
|
Spider
veins — which are very small varicose veins. They are thin,
threadlike veins that lie close to the skin’s surface and are commonly red
or purple in appearance. Spider veins can be hormonally induced and are
often associated with pregnancy and menstruation;
|
|
•
|
Venous
Leg Ulcers — which are non-healing open wounds that are caused by
venous pump failure. It usually occurs near the inside of the ankle, but
can be found anywhere below the knee. It can occur with or without visible
varicose veins;
|
•
|
Klippel-Trenaunay
Syndrome — which is a rare, congenital disorder in which patients
usually have one hypertrophied leg, a port wine stain and large varicose
veins on the lateral aspect of the leg; and
|
|
•
|
Restless
Leg Syndrome — which may occur when valves fail, causing blood to
reflux, or flow backwards, causing it to pool and stagnate in the veins,
leading to aching, throbbing, cramping and fatigue in the
legs.
|
•
|
The
level of specialized skills required for comprehensive patient
treatment;
|
|
•
|
Favorable
sociological trends including a growing demographic wave from an aging
population;
|
|
•
|
The
need to develop and maintain specialized management information systems to
meet the increasing demands of patient billing and third-party
payors;
|
|
•
|
The
current fragmented nature of the market, which is comprised of numerous
smaller, independent providers, allowing the opportunity for market
consolidation;
|
•
|
New
laser and medical technologies that make access to treatment less painful
and disfiguring, coupled with insurance company reimbursement for these
new technologies;
|
|
•
|
The
large number of people affected by vein disease in the United States in
relation to the relatively low percentage of people who actually receive
treatment for such vein disease; and
|
|
•
|
Our
experience recruiting and training physicians in treating varicose veins
and the ability to produce opportunities we believe are financially
attractive to physicians practicing in other areas, such as general
practice or emergency medicine.
|
•
|
Developing
new clinics in markets where we already have existing clinics that have
not fully penetrated their market to take advantage of existing
investments in regional management, managed care contracts, personnel and
marketing capabilities;
|
•
|
Identifying
attractive new markets in states that already have a vein clinic location
and states contiguous to existing vein clinic locations to leverage
regional management, personnel and other infrastructure
assets; and
|
|
•
|
Identifying
locations where we believe there are attractive demographics, reasonable
media costs and a favorable reimbursement
environment.
|
•
|
Offer
products and services to centers and clinics that help them attract
patients, including access to state-of-the-art equipment, access to our
Attain IVF programs and access to our clinical and information technology
applications;
|
|
•
|
Enable
fertility centers to enhance their ability to provide superior care
through use of our proprietary ARTworks software, which provides
electronic medical records, treatment plan and success rate research
capabilities, decision support functionality and clinical risk management
auditing services;
|
|
•
|
Enable
vein clinics to enhance their ability to provide superior care through use
of our proprietary VPA information system, which is an end-to-end patient
and clinic operating system that provides decision support and revenue
cycle functions;
|
|
•
|
Help
our fertility centers and vein clinics drive additional patient volume
through our sales and marketing efforts, including our direct-to-consumer
advertising, internet marketing, physician referral development and
providing marketing materials and programs to our fertility centers and
vein clinics for their use; and
|
|
•
|
Convert
initial potential patient contacts into patients treated at our centers
and clinics. We believe we can accomplish this through the protocols we
established for our call center professionals and contact follow up
procedures our center and clinic staff employ to ensure patients attend
their consultation and all scheduled
treatments.
|
Fertility
Centers
|
Consumer
Services
|
Vein
Clinics
(1)
|
Corp.
G&A
|
Consolidated
|
||||||||||||||||
For
the Year ended December 31, 2009
|
||||||||||||||||||||
Revenues
|
$ | 145,309 | 20,826 | 50,625 | $ | — | $ | 216,760 | ||||||||||||
Cost of Services
|
$ | 133,706 | 15,639 | 46,525 | — | 195,870 | ||||||||||||||
Contribution
|
11,603 | 5,187 | 4,100 | — | 20,890 | |||||||||||||||
Operating Margin
|
8.0 | % | 24.9 | % | 8.1 | % | — | 9.6 | % | |||||||||||
General and
administrative
|
0 | 0 | 0 | 12,155 | 12,155 | |||||||||||||||
Interest (income) expense,
net
|
(149 | ) | 0 | 0 | 1,059 | 910 | ||||||||||||||
Income (loss) before income
taxes
|
$ | 11,752 | $ | 5,187 | $ | 4,100 | $ | (13,214 | ) | $ | 7,825 | |||||||||
Depreciation expense included
above
|
4,076 | 0 | 873 | 873 | 5,822 | |||||||||||||||
Capital expenditures,
net
|
4,173 | 0 | 947 | 790 | 5,910 | |||||||||||||||
Total assets
|
39,086 | 104 | 49,845 | 35,274 | 124,309 | |||||||||||||||
For
the Year ended December 31, 2008
|
||||||||||||||||||||
Revenues
|
$ | 138,440 | $ | 19,763 | $ | 39,950 | $ | — | $ | 198,153 | ||||||||||
Cost of Services
|
128,224 | 14,344 | 37,299 | — | 179,867 | |||||||||||||||
Contribution
|
10,216 | 5,419 | 2,651 | — | 18,286 | |||||||||||||||
Operating Margin
|
7.4 | % | 27.4 | % | 6.6 | % | — | 9.2 | % | |||||||||||
General and
administrative
|
0 | 0 | 0 | 10,654 | 10,654 | |||||||||||||||
Interest (income) expense,
net
|
(181 | ) | 0 | 8 | 1,353 | 1,180 | ||||||||||||||
Income (loss) before income
taxes
|
$ | 10,397 | $ | 5,419 | $ | 2,643 | $ | (12,007 | ) | $ | 6,452 | |||||||||
Depreciation expense included
above
|
$ | 4,327 | $ | 3 | $ | 761 | $ | 898 | $ | 5,989 | ||||||||||
Capital expenditures,
net
|
$ | 4,053 | $ | — | $ | 1,057 | $ | 585 | $ | 5,695 | ||||||||||
Total assets
|
$ | 36,885 | $ | 331 | $ | 46,750 | $ | 37,475 | $ | 121,441 | ||||||||||
For
the Year ended December 31, 2007
|
||||||||||||||||||||
Revenues
|
$ | 121,078 | $ | 16,460 | $ | 14,284 | $ | — | $ | 151,822 | ||||||||||
Cost of Services
|
111,059 | 12,336 | 13,304 | — | 136,699 | |||||||||||||||
Contribution
|
10,019 | 4,124 | 980 | — | 15,123 | |||||||||||||||
Operating Margin
|
8.3 | % | 25.1 | % | 6.9 | % | — | 10.0 | % | |||||||||||
General and
administrative
|
— | — | — | 10,537 | 10,537 | |||||||||||||||
Interest (income) expense,
net
|
(203 | ) | — | 2 | 81 | (120 | ) | |||||||||||||
Income (loss) before income
taxes
|
$ | 10,222 | $ | 4,124 | $ | 978 | $ | (10,618 | ) | $ | 4,706 | |||||||||
Depreciation expense included
above
|
$ | 4,003 | $ | 3 | $ | 255 | $ | 846 | $ | 5,107 | ||||||||||
Capital expenditures,
net
|
$ | 4,654 | $ | — | $ | 906 | $ | 662 | $ | 6,222 | ||||||||||
Total assets
|
$ | 42,586 | $ | 888 | $ | 44,786 | $ | 25,911 | $ | 114,171 |
Percent
of Company
Revenues,
net
|
Percent
of
Contribution
|
|||||||||||||||||||||||
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
|||||||||||||||||||
R.S.C.
of New England
|
7.2 | 7.2 | 8.9 | 9.1 | 8.7 | 10.5 | ||||||||||||||||||
Fertility
Centers of Illinois
|
13.1 | 16.3 | 19.2 | 10.3 | 15.2 | 17.6 | ||||||||||||||||||
Shady
Grove Fertility Center
|
17.6 | 18.0 | 21.3 | 15.4 | 17.2 | 21.4 |
•
|
RSC
of New England — a fixed annual percentage of the center’s
earnings.
|
|
•
|
Shady
Grove — a fixed dollar amount of the center’s earnings subject to a
fixed percentage of the center’s earnings limitation. The upper boundary
of the calculation is $1,071,000 and the lower boundary of the calculation
is $540,000.
|
|
||||||||||||||
Name
|
State
|
Year
Contract
Acquired
|
Remaining
Contract
Years
|
No.
of
M.D.s
|
No.
of
PhDs
|
|||||||||
Foulk
& Whitten Nevada Center for Reproductive Medicine,
P.C.
|
NV
|
December
2009
|
24
|
2
|
0
|
|||||||||
Idaho
Center for Reproductive Medicine, P.C.
|
ID
|
December
2009
|
24
|
2
|
0
|
|||||||||
Utah
Fertility Center, P.C.
|
UT
|
December
2009
|
24
|
3
|
0
|
|||||||||
Arizona
Reproductive Medicine Specialists, Ltd.
|
AZ
|
July
2008
|
23
|
4
|
1
|
|||||||||
Southeastern
Fertility Centers, P.A.
|
SC
|
April
2008
|
23
|
3
|
1
|
|||||||||
Center
for Reproductive Medicine, P.A.
|
FL
|
August
2007
|
22
|
4
|
1
|
|||||||||
Reproductive
Partners Medical Group, Inc.
|
CA
|
January
2005
|
19
|
9
|
0
|
|||||||||
Seattle
Reproductive Medicine, Inc., P.S.
|
WA
|
January
2004
|
7
|
7
|
1
|
|||||||||
Reproductive
Endocrine Associates of Charlotte, P.C.
|
NC
|
September
2003
|
8
|
6
|
1
|
|||||||||
Northwest
Center for Infertility & Reproductive
Endocrinology
|
FL
|
April
2002
|
7
|
7
|
1
|
|||||||||
Shady
Grove Fertility Reproductive Science
Center, P.C.
|
MD,
VA & DC
|
March
1998
|
13
|
21
|
2
|
|||||||||
Fertility
Centers of Illinois, S.C.
|
IL
|
February
1997
|
12
|
11
|
2
|
|||||||||
Bay
Area Fertility & Gynecology Medical Group,
Inc.
|
CA
|
January
1997
|
11
|
6
|
1
|
|||||||||
MPD
Medical Associates (MA), P.C. (doing business as RSC of New
England)
|
MA,
NH & RI
|
July
1988
|
2
|
7
|
1
|
Location
|
Date Clinic Opened
|
Cleveland,
OH
|
April
2009
|
Cincinnati,
OH
|
January
2009
|
Pittsburgh,
PA
|
December
2008
|
Skokie,
IL
|
December
2008
|
Marietta,
GA
|
June
2008
|
Alexandria,
VA
|
April
2008
|
Boca
Raton, FL
|
February
2008
|
Sterling,
VA
|
December
2007
|
Ft. Lauderdale,
FL
|
July
2007
|
St. Louis,
MO
|
January
2007
|
Merrillville,
IN
|
August
2006
|
Kansas
City, MO
|
June
2006
|
West
Palm Beach, FL
|
December
2005
|
Alpharetta,
GA
|
October
2005
|
Gurnee,
IL
|
September
2005
|
Naperville,
IL
|
September
2004
|
Lawrenceville,
GA
|
September
2001
|
Indianapolis,
IN
|
April
2001
|
Knoxville,
TN
|
March
2001
|
Raleigh,
NC
|
March
2000
|
Greensboro,
NC
|
January
2000
|
Madison,
WI
|
March
1999
|
Rockville,
MD
|
November
1998
|
Milwaukee,
WI
|
March
1998
|
Charlotte,
NC
|
February
1998
|
Orland
Park, IL
|
November
1996
|
Fairfax,
VA
|
March
1992
|
Overland
Park, KS
|
April
1991
|
Owings
Mills, MD
|
July
1990
|
Buffalo
Grove, IL
|
August
1989
|
Atlanta,
GA
|
June
1988
|
Oak
Brook, IL
|
Pre-1985
|
Chicago,
IL
|
Pre-1985
|
Schaumburg,
IL
|
Pre-1985
|
•
|
difficulties
in integrating or retaining key medical providers of the Partner fertility
center;
|
|
•
|
difficulties
in integrating the operations of the Partner fertility center, such as
information technology resources and financial and operational
data;
|
|
•
|
diversion
of our management’s attention; and
|
|
•
|
potential
incompatibility of cultures.
|
•
|
the
payment of dividends to our stockholders;
|
|
•
|
the
incurrence of additional indebtedness;
|
|
•
|
the
making of certain types of restricted payments and
investments;
|
|
•
|
sales
of assets; and
|
|
•
|
consolidations,
mergers and transfers of all or substantially all of our
assets.
|
ITEM
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
Common
Stock
|
||||||||
High
|
Low
|
|||||||
2009
|
||||||||
Fourth
Quarter
|
$ | 9.37 | $ | 7.95 | ||||
Third
Quarter
|
$ | 10.25 | $ | 7.03 | ||||
Second
Quarter
|
$ | 7.99 | $ | 5.81 | ||||
First
Quarter
|
$ | 7.45 | $ | 5.60 | ||||
2008
|
||||||||
Fourth
Quarter
|
$ | 6.97 | $ | 4.80 | ||||
Third
Quarter
|
$ | 8.17 | $ | 6.01 | ||||
Second
Quarter
|
$ | 10.23 | $ | 7.07 | ||||
First
Quarter
|
$ | 11.95 | $ | 8.50 |
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding
options
|
Weighted
average exercise price of outstanding options
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved by security holders
|
205,685 | $ | 6.20 | 464,933 | ||||||||
Equity
compensation plans not approved by security holders
|
¾ | ¾ | ¾ | |||||||||
Total
|
205,685 | $ | 6.20 | 464,933 |
12/04
|
12/05
|
12/06
|
12/07
|
12/08
|
12/09
|
||||||
IntegraMed
America, Inc.
|
100.00
|
147.10
|
209.01
|
199.64
|
117.18
|
137.31
|
|||||
NASDAQ
Composite
|
100.00
|
101.33
|
114.01
|
123.71
|
73.11
|
105.61
|
|||||
NASDAQ
Health Services
|
100.00
|
106.30
|
112.25
|
113.33
|
79.24
|
91.44
|
|||||
Year
Ended December 31,
|
||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
(in
thousands, except per share amounts)
|
||||||||||||||||||||
Revenues,
net
|
$ | 216,760 | $ | 198,153 | $ | 151,822 | $ | 126,320 | $ | 128,961 | ||||||||||
Costs
of services incurred
|
195,870 | 179,867 | 136,699 | 113,778 | 116,396 | |||||||||||||||
Contribution
|
20,890 | 18,286 | 15,123 | 12,542 | 12,565 | |||||||||||||||
General
and administrative expenses
|
12,155 | 10,654 | 10,537 | 9,380 | 9,973 | |||||||||||||||
Total
other (income) expense, net
|
910 | 1,180 | (120 | ) | (378 | ) | (192 | ) | ||||||||||||
Income
before taxes
|
7,825 | 6,452 | 4,706 | 3,540 | 2,784 | |||||||||||||||
Provision
for income taxes
|
3,331 | 2,537 | 1,662 | 470 | 1,053 | |||||||||||||||
Net
income applicable to Common Stock
|
$ | 4,494 | $ | 3,915 | $ | 3,044 | $ | 3,070 | $ | 1,731 | ||||||||||
Basic
EPS
|
$ | 0.51 | $ | 0.45 | $ | 0.37 | $ | 0.38 | $ | 0.21 | ||||||||||
Diluted
EPS
|
$ | 0.51 | $ | 0.45 | $ | 0.36 | $ | 0.37 | $ | 0.21 | ||||||||||
Weighted
average shares - basic
|
8,773 | 8,618 | 8,310 | 8,090 | 8,090 | |||||||||||||||
Weighted
average shares - diluted
|
8,834 | 8,691 | 8,410 | 8,194 | 8,194 |
December
31,
|
||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Working
capital
(1)
|
$ | (2,703 | ) | $ | (2,447 | ) | $ | (3,435 | ) | $ | 11,685 | $ | 6,148 | |||||||
Total
assets
|
124,309 | 121,441 | 114,171 | 76,323 | 67,190 | |||||||||||||||
Total
indebtedness
|
26,166 | 30,219 | 25,460 | 8,774 | 10,147 | |||||||||||||||
Retained
Earnings (Accumulated deficit)
|
2,314 | (2,180 | ) | (6,095 | ) | (9,139 | ) | (12,209 | ) | |||||||||||
Total
shareholders' equity
|
58,193 | 52,264 | 47,634 | 40,178 | 36,298 |
(1)
|
Represents
current assets less current
liabilities.
|
•
|
Making
selective contract acquisitions of Partner fertility
centers;
|
|
•
|
Expanding
our network of Affiliate fertility centers;
|
|
•
|
Developing
de novo vein clinics;
|
|
•
|
Increasing
the total number of patients treated;
|
|
•
|
Increasing
the penetration of our Attain IVF programs; and
|
|
•
|
Continuing
to improve operating efficiencies.
|
Twelve Months
Ending
December
31,
|
||||||||
2008
|
2007
|
|||||||
Revenue
recognized from prior period
|
$
|
750
|
$
|
1,406
|
||||
Revenue
deferred to future period
|
0
|
(750
|
)
|
|||||
Net
change in period revenue
|
$
|
750
|
$
|
656
|
||||
Revenue
as reported
|
$
|
197,403
|
$
|
151,166
|
||||
Net
change in reported revenue
|
750
|
656
|
||||||
Revenue
as restated
|
$
|
198,153
|
$
|
151,822
|
||||
Income
before income taxes as reported
|
$
|
5,715
|
$
|
4,062
|
||||
Net
change in reported revenue
|
750
|
656
|
||||||
Net
change in reserve for medical costs
|
(13
|
)
|
(12
|
)
|
||||
Income
before income taxes as restated
|
$
|
6,452
|
$
|
4,706
|
||||
Income
tax provision as reported
|
$
|
2,227
|
$
|
1,391
|
||||
Net
change in income taxes from above adjustments
|
310
|
271
|
||||||
Income
tax provision as restated
|
$
|
2,537
|
$
|
1,662
|
||||
Net
Income as reported
|
$
|
3,488
|
$
|
2,670
|
||||
Summary
of above adjustments
|
427
|
374
|
||||||
Net
income as restated
|
$
|
3,915
|
$
|
3,044
|
||||
Diluted
earnings per share as reported
|
$
|
0.40
|
$
|
0.32
|
||||
Change
in earnings per share from above adjustments
|
$
|
0.05
|
$
|
0.04
|
||||
Diluted
earnings per share as restated
|
$
|
0.45
|
$
|
0.36
|
||||
Current
liabilities as reported
|
$
|
51,126
|
$
|
44,005
|
||||
Cumulative
effect of restatement on current liabilities
|
(1,513
|
)
|
(1,086
|
)
|
||||
Current
liabilities as restated
|
$
|
49,613
|
$
|
42,919
|
||||
Shareholders
Equity as reported
|
$
|
50,753
|
$
|
46,549
|
||||
Cumulative
effect of restatement on Shareholders Equity
|
1,511
|
1,085
|
||||||
Shareholders
Equity as restated
|
$
|
52,264
|
$
|
47,634
|
2008
|
2007
|
|||||||
Revenue
as reported
|
$
|
198,084
|
$
|
151,998
|
||||
Net
Change in reported revenue
|
(681
|
)
|
(832
|
)
|
||||
Revenue
as restated
|
$
|
197,403
|
$
|
151,166
|
||||
Income
before income taxes as reported
|
$
|
6,454
|
$
|
4,952
|
||||
Net
change in reported revenue
|
(681
|
)
|
(832
|
)
|
||||
Net
change in reserve for medical costs
|
(58
|
)
|
(58
|
)
|
||||
Income
before income taxes as restated
|
$
|
5,715
|
$
|
4,062
|
||||
Income
tax provision as reported
|
$
|
2,514
|
$
|
1,695
|
||||
Net
change in income taxes from above adjustments
|
(287
|
)
|
(304
|
)
|
||||
Income
tax provision as restated
|
$
|
2,227
|
$
|
1,391
|
||||
Net
income as reported
|
$
|
3,940
|
$
|
3,257
|
||||
Summary
of above adjustments
|
(452
|
)
|
(586
|
)
|
||||
Net
income as restated
|
$
|
3,488
|
$
|
2,671
|
||||
Diluted
earnings per share as reported
|
$
|
0.45
|
$
|
0.39
|
||||
Change
in earnings per share from above adjustments
|
(0.05
|
)
|
(0.07
|
)
|
||||
Diluted
earnings per share as restated
|
$
|
0.40
|
$
|
0.32
|
||||
Current
liabilities as reported
|
$
|
47,329
|
$
|
40,946
|
||||
Cumulative
effect of restatement on liabilities
|
3,797
|
3,059
|
||||||
Current
liabilities as restated
|
$
|
51,126
|
$
|
44,005
|
||||
Shareholders’
Equity as reported
|
$
|
53,158
|
$
|
48,503
|
||||
Cumulative
effect of restatement on Shareholders’ Equity
|
(2,405
|
)
|
(1,954
|
)
|
||||
Shareholders’
Equity as restated
|
$
|
50,753
|
$
|
46,549
|
Twelve Months
Ending
December
31,
|
||||||||
2008
|
2007
|
|||||||
Net
Revenue as initially recognized from prior period, first
restatement
|
$
|
2,796
|
$
|
1,964
|
||||
Revenue
deferred to future period, first restatement
|
(3,477
|
)
|
(2,796)
|
|||||
Revenue
initially recognized from prior period, second restatement
|
750
|
1,406
|
||||||
Revenue
deferred to future period, second restatement
|
—
|
(750)
|
||||||
Net
change in period revenue
|
$
|
69
|
$
|
(176)
|
||||
Revenue
as initially reported
|
$
|
198,084
|
$
|
151,998
|
||||
Net
change in reported revenue, first restatement
|
(681
|
)
|
(832)
|
|||||
Net
change in reported revenue, second restatement
|
750
|
656
|
||||||
Revenue
as restated
|
$
|
198,153
|
$
|
151,822
|
||||
Income
before income taxes as initially reported
|
$
|
6,454
|
$
|
4,952
|
||||
Net
change in reported revenue, first restatement
|
(681
|
)
|
(832)
|
|||||
Net
change in reserve for medical costs, first restatement
|
(58
|
)
|
(58)
|
|||||
Net
change in reported revenue, second restatement
|
750
|
656
|
||||||
Net
change in reserve for medical costs, second restatement
|
(13
|
)
|
(12)
|
|||||
Income
before income taxes as restated
|
$
|
6,452
|
$
|
4,706
|
||||
Income
tax provision as initially reported
|
$
|
2,514
|
$
|
1,695
|
||||
Net
change in income taxes from above adjustments, first
restatement
|
(287
|
)
|
(304)
|
|||||
Net
change in income taxes from above adjustments, second
restatement
|
310
|
271
|
||||||
Income
tax provision as restated
|
$
|
2,537
|
$
|
1,662
|
||||
Net
income as initially reported
|
$
|
3,940
|
$
|
3,257
|
||||
Summary
of above adjustments, first restatement
|
(452
|
)
|
(586)
|
|||||
Summary
of above adjustments, second restatement
|
427
|
373
|
||||||
Net
income as restated
|
$
|
3,915
|
$
|
3,044
|
||||
Diluted
earnings per share as initially reported
|
$
|
0.45
|
$
|
0.39
|
||||
Change
in Earnings per share from above adjustments, first
restatement
|
(0.05
|
)
|
(0.07)
|
|||||
Change
in earnings per share from above adjustments, second
restatement
|
0.05
|
0.04
|
||||||
Diluted
earnings per share as restated
|
$
|
0.45
|
$
|
0.36
|
||||
Current
liabilities as initially reported
|
$
|
47,329
|
$
|
40,946
|
||||
Cumulative
effect of restatement on current liabilities, first
restatement
|
3,797
|
3,059
|
||||||
Cumulative
effect of restatement on current liabilities, second
restatement
|
(1,513
|
)
|
(1,086)
|
|||||
Current
liabilities as restated
|
$
|
49,613
|
$
|
42,919
|
||||
Shareholders
Equity as initially reported
|
$
|
53,158
|
$
|
48,503
|
||||
Cumulative
effect of restatement on Shareholders Equity, first
restatement
|
(2,405
|
)
|
(1,954)
|
|||||
Cumulative
effect of restatement on Shareholders Equity, second
restatement
|
1,511
|
1,085
|
||||||
Shareholders
Equity as restated
|
$
|
52,264
|
$
|
47,634
|
2009
|
2008
|
2007
|
|||
Revenues,
net:
|
|||||
Fertility
Centers
|
67.0%
|
69.9%
|
79.8%
|
||
Consumer
Services
|
9.6%
|
10.0%
|
10.8%
|
||
Vein Clinics
|
23.4%
|
20.1%
|
9.4%
|
||
Total revenues
|
100.0%
|
100.0%
|
100.0%
|
||
Costs
of services incurred:
|
|||||
Fertility
Centers
|
61.7%
|
64.7%
|
73.2%
|
||
Consumer
Services
|
7.2%
|
7.3%
|
8.1%
|
||
Vein Clinics
|
21.5%
|
18.8%
|
8.7%
|
||
Total costs of
service
|
90.4%
|
90.8%
|
90.0%
|
||
Contribution:
|
|||||
Fertility
Centers
|
5.3%
|
5.2%
|
6.6%
|
||
Consumer
Services
|
2.4%
|
2.7%
|
2.7%
|
||
Vein Clinics
|
1.9%
|
1.3%
|
0.7%
|
||
Total
contribution
|
9.6%
|
9.2%
|
10.0%
|
||
General
and administrative expenses
|
5.6%
|
5.4%
|
6.9%
|
||
Interest
income
|
(.1)%
|
(.2)%
|
(.8)%
|
||
Interest
expense
|
.5%
|
.8%
|
.8%
|
||
Total other
expenses
|
6.0%
|
6.0%
|
6.9%
|
||
Income
from operations before income taxes
|
3.6%
|
3.2%
|
3.1%
|
||
Income
tax provision
|
1.5%
|
1.2%
|
1.1%
|
||
Net
income
|
2.1%
|
2.0%
|
2.0%
|
|
A
Segment-by-Segment Discussion is Presented
Below:
|
•
|
A
base service fee calculated as a percentage of patient revenues as
reported by the Partner fertility center (this percentage generally varies
from 6% down to 3% depending on the agreement and the level of patient
revenues);
|
|
•
|
Cost
of services equal to reimbursement for the expenses which we advanced to
the Partner fertility center during the month (representing substantially
all of the expenses incurred by the center, except physician
compensation); and
|
|
•
|
Our
additional fees which represent our share of the net income of the Partner
fertility center (which varies from 10% to 20% or a fixed amount depending
on the underlying center, subject to limits in some
circumstances).
|
•
|
the
inclusion of a new fertility Partner in Mount Pleasant, South Carolina,
which contributed $3.5 million to our net revenues from its addition
in April 2008 through December 31, 2008;
|
|
•
|
full
year results from our Orlando, Florida Partner added in September
2007; and
|
|
•
|
the
full year impact from the expansion of Shady Grove into the Baltimore,
Maryland market in July 2007.
|
Year
ended December 31,
|
|||||||||||||
2009
|
2008
|
2007
|
|||||||||||
Partner Fertility Center
Financials
|
|||||||||||||
(a)
|
Patient
revenue
|
$ | 203,898 | $ | 192,380 | $ | 168,653 | ||||||
(b)
|
Cost
of services
|
130,615 | 125,156 | 109,132 | |||||||||
(c)
|
Base
service fee
|
9,562 | 8,798 | 7,791 | |||||||||
(d)
|
Practice
contribution (a-b-c)
|
63,721 | 58,426 | 51,730 | |||||||||
(e)
|
Physician
compensation
|
57,419 | 52,863 | 46,678 | |||||||||
(f)
|
IntegraMed
additional fee
|
6,302 | 5,563 | 5,052 |
IntegraMed Financials
|
|||||||||||||
(g)
|
IntegraMed
gross revenue (b+c+f)
|
146,479 | 139,517 | 121,975 | |||||||||
(h)
|
Amortization
of business service rights
|
(1,295 | ) | (1,300 | ) | (1,343 | ) | ||||||
(i)
|
Other
revenue
|
125 | 223 | 446 | |||||||||
(j)
|
IntegraMed
fertility services revenue (g+h+i)
|
$ | 145,309 | $ | 138,440 | $ | 121,078 |
Period
Ended December 31, 2009
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 36,284 | $ | 37,290 | $ | 35,964 | $ | 35,771 | $ | 145,309 | ||||||||||
Contribution
|
$ | 2,640 | $ | 3,057 | $ | 2,979 | $ | 2,927 | $ | 11,603 | ||||||||||
New
Patient Visits
|
7,554 | 7,089 | 7,063 | 6,460 | 28,166 | |||||||||||||||
IVF
Cases Completed
|
3,533 | 3,547 | 3,424 | 3,231 | 13,735 | |||||||||||||||
Period
Ended December 31, 2008
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 32,746 | $ | 35,051 | $ | 36,505 | $ | 34,138 | $ | 138,440 | ||||||||||
Contribution
|
$ | 2,304 | $ | 2,570 | $ | 2,743 | $ | 2,599 | $ | 10,216 | ||||||||||
New
Patient Visits
|
6,765 | 7,093 | 7,186 | 7,173 | 28,217 | |||||||||||||||
IVF
Cases Completed
|
3,141 | 3,314 | 3,474 | 3,219 | 13,148 |
Period
Ended December 31, 2007
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 29,092 | $ | 29,728 | $ | 31,046 | $ | 31,212 | $ | 121,078 | ||||||||||
Contribution
|
$ | 2,315 | $ | 2,526 | $ | 2,714 | $ | 2,464 | $ | 10,019 | ||||||||||
New
Patient Visits
|
5,917 | 5,867 | 5,930 | 6,279 | 23,993 | |||||||||||||||
IVF
Cases Completed
|
3,038 | 3,088 | 3,069 | 2,971 | 12,166 |
•
|
the
number of patients enrolled and receiving
treatment, and
|
|
•
|
clinical
pregnancy rates.
|
Period
Ended December 31, 2009
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 5,226 | $ | 5,004 | $ | 5,013 | $ | 5,583 | $ | 20,826 | ||||||||||
Contribution
|
$ | 1,513 | $ | 1,161 | $ | 1,068 | $ | 1,445 | $ | 5,187 | ||||||||||
Enrollments
|
253 | 239 | 288 | 283 | 1,063 | |||||||||||||||
Pregnancies
|
212 | 199 | 175 | 194 | 780 |
Period
Ended December 31, 2008
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 4,196 | $ | 4,807 | $ | 5,364 | $ | 5,396 | $ | 19,763 | ||||||||||
Contribution
|
$ | 1,235 | $ | 1,446 | $ | 1,352 | $ | 1,386 | $ | 5,419 | ||||||||||
Enrollments
|
212 | 280 | 307 | 250 | 1,049 | |||||||||||||||
Pregnancies
|
167 | 189 | 217 | 205 | 778 |
Period
Ended December 31, 2007
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 3,235 | $ | 4,179 | $ | 4,557 | $ | 4,489 | $ | 16,460 | ||||||||||
Contribution
|
$ | 751 | $ | 1,125 | $ | 1,171 | $ | 1,077 | $ | 4,124 | ||||||||||
Enrollments
|
250 | 241 | 247 | 222 | 960 | |||||||||||||||
Pregnancies
|
114 | 167 | 173 | 183 | 637 |
Period
Ended December 31, 2009
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 10,846 | $ | 13,821 | $ | 12,621 | $ | 13,337 | $ | 50,625 | ||||||||||
Contribution
|
$ | 754 | $ | 1,282 | $ | 995 | $ | 1,069 | $ | 4,100 | ||||||||||
First
Leg Starts
|
1,574 | 2,085 | 1,959 | 1,590 | 7,208 | |||||||||||||||
Total
procedures
|
2,578 | 3,499 | 3,215 | 2,847 | 12,319 |
Period
Ended December 31, 2008
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | 8,842 | $ | 10,062 | $ | 10,360 | $ | 10,686 | $ | 39,950 | ||||||||||
Contribution
|
$ | 322 | $ | 713 | $ | 892 | $ | 724 | $ | 2,651 | ||||||||||
First
Leg Starts
|
1,208 | 1,572 | 1,500 | 1,187 | 5,467 | |||||||||||||||
Total
procedures
|
2,035 | 2,615 | 2,489 | 2,116 | 9,273 |
Period
Ended December 31, 2007
|
||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
Total
|
||||||||||||||||
Revenues,
Net
|
$ | N/A | $ | N/A | $ | 8,283 | $ | 9,704 | $ | 17,987 | ||||||||||
Contribution
|
$ | N/A | $ | N/A | $ | (1,704 | ) | $ | 438 | $ | (2,166 | ) | ||||||||
First
Leg Starts
|
N/A | N/A | 1,266 | (1) | 1,127 | 2,393 | ||||||||||||||
Total
procedures
|
N/A | N/A | 1,916 | (1) | 1,878 | 3,794 |
(1)
|
Includes
the period from July 1, 2007 through August 7, 2007, which is
prior to the VCA acquisition.
|
Payments
Due by Period
|
||||||||||||||||||||
Total
|
Less
Than
1 Year
|
1 —
3 Years
|
4 —
5 Years
|
After
5 Years
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Notes
payable
|
$
|
18,142
|
$
|
3,755
|
$
|
14,387
|
$
|
—
|
$
|
—
|
||||||||||
Line
of credit outstanding
|
7,500
|
7,500
|
—
|
—
|
—
|
|||||||||||||||
Capital
lease obligations
|
218
|
89
|
129
|
—
|
—
|
|||||||||||||||
Interest
on debt
|
2,
187
|
1,142
|
1,045
|
—
|
—
|
|||||||||||||||
Operating
leases
|
68,584
|
10,339
|
29,746
|
7,050
|
21,449
|
|||||||||||||||
Fertility
Partners capital and other obligations (1)
|
4,901
|
4,901
|
—
|
—
|
—
|
|||||||||||||||
Total
contractual cash obligations
|
$
|
101,532
|
$
|
27,726
|
$
|
45,307
|
$
|
7,050
|
$
|
21,449
|
||||||||||
Amount
of Commitment Expiration Per Period
|
||||||||||||||||||||
Total
|
Less
Than
1 Year
|
1 —
3 Years
|
4 —
5 Years
|
After
5 Years
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Unused
lines of credit
|
$
|
2,500
|
$
|
—
|
$
|
2,500
|
$
|
—
|
$
|
—
|
|
Includes
planned, but not yet legally committed capital expenditures at our
Fertility Partner Practices
|
•
|
We
provide a cash credit to the practice for billings to patients and
insurance companies;
|
|
•
|
We
reduce the cash credit for center expenses that we have incurred on behalf
of the practice;
|
|
•
|
We
reduce the cash credit for the base portion of our service fee which
relates to the Partner revenues;
|
|
•
|
We
reduce the cash credit for the variable portion of our service fee which
relates to the Partner earnings; and
|
|
•
|
We
disburse to the medical practice the remaining cash amount which
represents the physician’s undistributed
earnings.
|
•
|
pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our
assets;
|
•
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and members
of our board of directors; and
|
||
|
•
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could
have a material effect on our financial
statements.
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management, and Related
Stockholder Matters
|
(a)
|
(1)
|
Financial
Statements
|
(2)
|
The
exhibits that are listed on the Index to Exhibits herein which are filed
as 21.1; 23.1; 31.1; 31.2; 32.1 and 32.2
|
|
(b)
|
Exhibits. The
list of exhibits required to be filed with Annual Report on Form 10-K is
set forth in the Index to Exhibits
herein.
|
IntegraMed
America, Inc
|
Page
|
Report of Independent
Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets as of December 31, 2009 and 2008
|
F-3
|
Consolidated
Statements of Operations for the years ended December 31, 2009, 2008 and
2007
|
F-4
|
Consolidated
Statements of Shareholders' Equity for the years ended December 31, 2009,
2008 and 2007
|
F-5
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2009, 2008 and
2007
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
Financial
Statement Schedule
|
|
Report
of Independent Registered Public Accounting Firms on Financial Statement
Schedule II
|
S-1
|
Valuation and Qualifying
Accounts
|
S-2
|
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 28,865 | $ | 28,275 | ||||
Patient
and other receivables, net
|
6,964 | 6,681 | ||||||
Deferred
income taxes
|
2,883 | 5,744 | ||||||
Prepaids
and other current assets
|
7,653 | 6,466 | ||||||
Total
current assets
|
46,365 | 47,166 | ||||||
Fixed
assets, net
|
16,705 | 16,618 | ||||||
Intangible
assets, Business Service Rights, net
|
24,210 | 21,956 | ||||||
Goodwill
|
30,334 | 29,478 | ||||||
Trademarks
|
4,442 | 4,442 | ||||||
Other
assets
|
2,253 | 1,781 | ||||||
Total
assets
|
$ | 124,309 | $ | 121,441 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 2,846 | $ | 2,853 | ||||
Accrued
liabilities
|
15,119 | 17,818 | ||||||
Current
portion of long-term notes payable and other obligations
|
11,317 | 11,351 | ||||||
Due
to Fertility Medical Practices
|
6,424 | 6,354 | ||||||
Attain
IVF Refund Program deferred revenue and other Patient
Deposits
|
13,362 | 11,237 | ||||||
Total
current liabilities
|
49,068 | 49,613 | ||||||
Long-term
notes payable and other obligations
|
14,849 | 18,868 | ||||||
Deferred
income and other tax liabilities
|
2,199 | 696 | ||||||
Total
Liabilities
|
66,116 | 69,177 | ||||||
Commitments
and Contingencies
|
||||||||
Shareholders'
equity:
|
||||||||
Common
Stock, $.01 par value – 15,000,000 shares authorized at December 31, 2009
and 2008, 8,831,558 and 8,668,376 shares issued and outstanding on
December 31, 2009 and 2008 respectively
|
88 | 87 | ||||||
Capital
in excess of par
|
56,354 | 54,943 | ||||||
Other
comprehensive loss
|
(188 | ) | (375 | ) | ||||
Treasury
stock, at cost – 46,408 and 22,682 shares in 2009 and 2008,
respectively
|
(375 | ) | (211 | ) | ||||
Retained
Earnings (Accumulated deficit)
|
2,314 | (2,180 | ) | |||||
Total
shareholders' equity
|
58,193 | 52,264 | ||||||
Total
liabilities and shareholders' equity
|
$ | 124,309 | $ | 121,441 | ||||
For
the years ended
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Revenues,
net
|
||||||||||||
Fertility
Centers
|
$ | 145,309 | $ | 138,440 | $ | 121,078 | ||||||
Consumer
Services
|
20,826 | 19,763 | 16,460 | |||||||||
Vein Clinics
|
50,625 | 39,950 | 14,284 | |||||||||
Total revenues
|
216,760 | 198,153 | 151,822 | |||||||||
Costs
of services and sales:
|
||||||||||||
Fertility
Centers
|
133,706 | 128,224 | 111,059 | |||||||||
Consumer
Services
|
15,639 | 14,344 | 12,336 | |||||||||
Vein Clinics
|
46,525 | 37,299 | 13,304 | |||||||||
Total costs of services and
sales
|
195,870 | 179,867 | 136,699 | |||||||||
Contribution
|
||||||||||||
Fertility
Centers
|
11,603 | 10,216 | 10,019 | |||||||||
Consumer
Services
|
5,187 | 5,419 | 4,124 | |||||||||
Vein Clinics
|
4,100 | 2,651 | 980 | |||||||||
Total
contribution
|
20,890 | 18,286 | 15,123 | |||||||||
General
and administrative expenses
|
12,155 | 10,654 | 10,537 | |||||||||
Interest
income
|
(250 | ) | (383 | ) | (1,256 | ) | ||||||
Interest
expense
|
1,160 | 1,563 | 1,136 | |||||||||
Total other
expenses
|
13,065 | 11,834 | 10,417 | |||||||||
Income
before income taxes
|
7,825 | 6,452 | 4,706 | |||||||||
Income
tax provision
|
3,331 | 2,537 | 1,662 | |||||||||
Net
income
|
$ | 4,494 | $ | 3,915 | $ | 3,044 | ||||||
Basic
and diluted net earnings per share:
|
||||||||||||
Basic earnings per
share
|
$ | 0.51 | $ | 0.45 | $ | 0.37 | ||||||
Diluted earnings per
share
|
$ | 0.51 | $ | 0.45 | $ | 0.36 | ||||||
Weighted average shares -
basic
|
8,773 | 8,618 | 8,310 | |||||||||
Weighted average shares -
diluted
|
8,834 | 8,691 | 8,410 |
Accumulated
|
Retained
Earnings
|
|||||||||||||||||||||||||||||||
Common
Stock
|
Capital
in
|
Comprehensive
|
Treasury
Stock
|
(Accumulated
|
Total
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Excess
of Par
|
Income
|
Shares
|
Amount
|
Deficit)
|
Equity
|
|||||||||||||||||||||||||
BALANCE
AT DECEMBER 31, 2006
|
8,127 | 81 | 49,245 | (9 | ) |
|
|
(9,139 | ) | 40,178 | ||||||||||||||||||||||
Stock
grants issued, net
|
78 |
|
|
|
19 | (228 | ) |
|
(228 | ) | ||||||||||||||||||||||
Stock
based compensation expense
|
|
|
558 |
|
|
|
|
558 | ||||||||||||||||||||||||
Exercise
of common stock options and related
tax benefits
|
35 | 1 | 154 |
|
|
|
|
155 | ||||||||||||||||||||||||
Treasury
stock transactions, net
|
(5 | ) |
|
(63 | ) |
|
(5 | ) | 63 |
|
|
|||||||||||||||||||||
Issuance
of common stock upon acquisition of
Vein Clinics of America,
Inc.
|
337 | 4 | 3,996 |
|
|
|
|
4,000 | ||||||||||||||||||||||||
Unrealized
loss on hedging transaction
|
|
|
|
(73 | ) |
|
|
|
(73 | ) | ||||||||||||||||||||||
Net
income for the year ended 12/31/07
|
|
|
|
|
|
|
3,044 | 3,044 | ||||||||||||||||||||||||
BALANCE
AT DECEMBER 31, 2007
|
8,572 | 86 | 53,890 | (82 | ) | 14 | (165 | ) | (6,095 | ) | 47,634 | |||||||||||||||||||||
Stock
grants issued, net
|
99 | 1 | (1 | ) |
|
|
|
|
|
|||||||||||||||||||||||
Stock
based compensation expense
|
|
|
858 |
|
|
|
|
858 | ||||||||||||||||||||||||
Exercise
of common stock options and related
tax benefits
|
11 | 1 | 360 |
|
2 | (23 | ) |
|
338 | |||||||||||||||||||||||
Treasury
stock transactions, net
|
(14 | ) | (1 | ) | (164 | ) |
|
7 | (23 | ) |
|
(188 | ) | |||||||||||||||||||
Unrealized
loss on hedging transaction
|
|
|
|
(293 | ) |
|
|
|
(293 | ) | ||||||||||||||||||||||
Net
income for the year ended 12/31/08
|
|
|
|
|
|
|
3,915 | 3,915 | ||||||||||||||||||||||||
BALANCE
AT DECEMBER 31, 2008
|
8,668 | $ | 87 | $ | 54,943 | $ | (375 | ) | 23 | $ | (211 | ) | $ | (2,180 | ) | $ | 52,264 | |||||||||||||||
Stock
grants issued, net
|
142 | 1 | (1 | ) | 23 | (164 | ) | (164 | ) | |||||||||||||||||||||||
Stock
based compensation expense
|
1,337 | 1,337 | ||||||||||||||||||||||||||||||
Exercise
of common stock options and related
tax benefits
|
22 |
|
75 |
|
|
|
|
75 | ||||||||||||||||||||||||
Unrealized
gain on hedging transaction
|
|
|
|
187 |
|
|
|
187 | ||||||||||||||||||||||||
Net
income for the year ended 12/31/09
|
|
|
|
|
|
|
4,494 | 4,494 | ||||||||||||||||||||||||
BALANCE
AT DECEMBER 31, 2009
|
8,832 | $ | 88 | $ | 56,354 | $ | (188 | ) | 46 | $ | (375 | ) | 2,314 | $ | 58,193 |
For
the year ended
December
31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(restated)
|
(restated)
|
|||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | 4,494 | $ | 3,915 | $ | 3,044 | ||||||
Adjustments
to reconcile net income to net cash provided
|
||||||||||||
operating
activities:
|
||||||||||||
Depreciation and
amortization
|
7,119 | 7,288 | 6,450 | |||||||||
Deferred income tax
provision
|
3,433 | (1,068 | ) | 469 | ||||||||
Deferred or stock-based
compensation
|
1,337 | 858 | 558 | |||||||||
Changes
in assets and liabilities —
|
||||||||||||
Decrease (increase) in assets, net
of assets acquired from VCA
|
||||||||||||
Patient and other accounts
receivables
|
(283 | ) | (1,170 | ) | (378 | ) | ||||||
Prepaids and other current
assets
|
(1,187 | ) | (643 | ) | (1,040 | ) | ||||||
Other assets
|
(472 | ) | (162 | ) | (122 | ) | ||||||
(Decrease) increase in
liabilities, net of liabilities acquired from VCA
|
||||||||||||
Accounts payable
|
(7 | ) | 958 | (271 | ) | |||||||
Accrued
liabilities
|
(2,865 | ) | (1,097 | ) | 285 | |||||||
Due to medical
practices
|
70 | (2,689 | ) | 4,744 | ||||||||
Attain IVF Refund Program
deferred revenue and other patient
deposits
|
2,125 | 677 | 2,217 | |||||||||
Net
cash provided by operating activities
|
13,764 | 6,867 | 15,956 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of business service rights
|
(3,550 | ) | (950 | ) | (2,653 | ) | ||||||
Cash
paid to purchase VCA, net of cash acquired
|
(119 | ) | (25,409 | ) | ||||||||
Purchase
of other intangibles, net
|
50 | (40 | ) | |||||||||
Purchase
of fixed assets and leasehold improvements, net
|
(5,909 | ) | (5,695 | ) | (6,222 | ) | ||||||
Net
cash used in investing activities
|
(9,459 | ) | (6,714 | ) | (34,324 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds from issuance of
debt
|
7,880 | 25,000 | ||||||||||
Debt repayments
|
(3,750 | ) | (3,648 | ) | (15,163 | ) | ||||||
Common Stock transactions,
net
|
37 | 150 | 87 | |||||||||
Net
cash provided by (used in) financing activities
|
(3,713 | ) | 4,382 | 9,924 | ||||||||
Net
increase (decrease) in cash and cash equivalents
|
590 | 4,535 | (8,444 | ) | ||||||||
Cash
and cash equivalents at beginning of year
|
28,275 | 23,740 | 32,184 | |||||||||
Cash
and cash equivalents at end of year
|
$ | 28,865 | $ | 28,275 | $ | 23,740 | ||||||
Supplemental
Information:
|
||||||||||||
Interest paid
|
$ | 1,067 | $ | 1,632 | $ | 1,024 | ||||||
Income taxes paid
|
$ | 3,896 | $ | 1,526 | $ | 1,130 |
|
Basis of consolidation
—
|
|
Stock split effected in the
form of a stock dividend —
|
1.
|
Deposits
for customers who have not yet begun treatment and for whom no revenue has
been recognized (we expect such amounts to be recognized as income or
refunded within twelve to eighteen
months)
|
2.
|
Refund
reserve for those patients who became pregnant, but may not
deliver a baby (See Note 12)
|
3.
|
Medical
costs associated with additional treatments to a patient who became
pregnant, did not deliver a baby and still has additional treatments
available under their treatment package. (See Note
12)
|
December
31,
|
||||||||
2009
|
2008
|
|||||||
Deposits
or refundable fees
|
$ | 11,648 | $ | 9,981 | ||||
Refund
reserve for pregnant patients
|
300 | 397 | ||||||
Medical
cost reserve
|
344 | 331 |
·
|
Medicare: All
outpatient services related to Medicare beneficiaries are paid based on a
fixed physician fee schedule per service which is updated
annually.
|
|
|
·
|
Other: Estimates
for contractual allowances under managed care health plans are based
primarily on the payment terms of contractual arrangements, such as
predetermined rates per diagnosis, per diem rates or discounted fee for
service rates.
|
|
|
Percent
of Company
Revenues,
net
|
Percent
of
Contribution
|
|||||||||||||||||||||||
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
|||||||||||||||||||
R.S.C.
of New England
|
7.2 | 7.2 | 8.9 | 9.1 | 8.7 | 10.5 | ||||||||||||||||||
Fertility
Centers of Illinois
|
13.1 | 16.3 | 19.2 | 10.3 | 15.2 | 17.6 | ||||||||||||||||||
Shady
Grove Fertility Center
|
17.6 | 18.0 | 21.3 | 15.4 | 17.2 | 21.4 |
•
|
RSC
of New England — a fixed annual percentage of the center’s
earnings.
|
|
•
|
Shady
Grove — a fixed dollar amount of the center’s earnings subject to a
fixed percentage of the center’s earnings limitation. The upper boundary
of the calculation is $1,351,000 and the lower boundary of the calculation
is $540,000.
|
Fertility
Centers
|
Consumer
Services
|
Vein
Clinics
(1)
|
Corp.
G&A
|
Consolidated
|
||||||||||||||||
For
the Year ended December 31, 2009
|
||||||||||||||||||||
Revenues
|
$ | 145,309 | $ | 20,826 | $ | 50,625 | $ | — | $ | 216,760 | ||||||||||
Cost of Services
|
$ | 133,706 | 15,639 | 46,525 | — | 195,870 | ||||||||||||||
Contribution
|
11,603 | 5,187 | 4,100 | — | 20,890 | |||||||||||||||
Operating Margin
|
8.0 | % | 24.9 | % | 8.1 | % | — | 9.6 | % | |||||||||||
General and
administrative
|
— | — | — | 12,155 | 12,155 | |||||||||||||||
Interest (income) expense,
net
|
(149 | ) | — | — | 1,059 | 910 | ||||||||||||||
Income (loss) before income
taxes
|
$ | 11,752 | $ | 5,187 | $ | 4,100 | $ | (13,214 | ) | $ | 7,825 | |||||||||
Depreciation expense included
above
|
$ | 4,076 | $ | 0 | $ | 873 | $ | 873 | $ | 5,822 | ||||||||||
Capital expenditures,
net
|
$ | 4,173 | $ | 0 | $ | 947 | $ | 790 | $ | 5,910 | ||||||||||
Total assets
|
$ | 39,086 | $ | 104 | $ | 49,845 | $ | 35,274 | $ | 124,309 | ||||||||||
For
the Year ended December 31, 2008, restated
|
||||||||||||||||||||
Revenues
|
$ | 138,440 | $ | 19,763 | $ | 39,950 | $ | — | $ | 198,153 | ||||||||||
Cost of Services
|
128,224 | 14,344 | 37,299 | — | 179,867 | |||||||||||||||
Contribution
|
10,216 | 5,419 | 2,651 | — | 18,286 | |||||||||||||||
Operating Margin
|
7.4 | % | 27.4 | % | 6.6 | % | — | 9.2 | % | |||||||||||
General and
administrative
|
— | — | — | 10,654 | 10,654 | |||||||||||||||
Interest (income) expense,
net
|
(181 | ) | — | 8 | 1,353 | 1,180 | ||||||||||||||
Income (loss) before income
taxes
|
$ | 10,397 | $ | 5,419 | $ | 2,643 | $ | (12,007 | ) | $ | 6,452 | |||||||||
Depreciation expense included
above
|
$ | 4,327 | $ | 3 | $ | 761 | $ | 898 | $ | 5,989 | ||||||||||
Capital expenditures,
net
|
$ | 4,053 | $ | — | $ | 1,057 | $ | 585 | $ | 5,695 | ||||||||||
Total assets
|
$ | 36,885 | $ | 331 | $ | 46,750 | $ | 37,475 | $ | 121,441 | ||||||||||
For
the Year ended December 31, 2007, restated
|
||||||||||||||||||||
Revenues
|
$ | 121,078 | $ | 16,460 | $ | 14,284 | $ | — | $ | 151,822 | ||||||||||
Cost of Services
|
111,059 | 12,336 | 13,304 | — | 136,699 | |||||||||||||||
Contribution
|
10,019 | 4,124 | 980 | — | 15,123 | |||||||||||||||
Operating Margin
|
8.3 | % | 25.1 | % | 6.9 | % | — | 10.0 | % | |||||||||||
General and
administrative
|
— | — | — | 10,537 | 10,537 | |||||||||||||||
Interest (income) expense,
net
|
(203 | ) | — | 2 | 81 | (120 | ) | |||||||||||||
Income (loss) before income
taxes
|
$ | 10,222 | $ | 4,124 | $ | 978 | $ | (10,618 | ) | $ | 4,706 | |||||||||
Depreciation expense included
above
|
$ | 4,003 | $ | 3 | $ | 255 | $ | 846 | $ | 5,107 | ||||||||||
Capital expenditures,
net
|
$ | 4,654 | $ | — | $ | 906 | $ | 662 | $ | 6,222 | ||||||||||
Total assets
|
$ | 42,586 | $ | 888 | $ | 44,786 | $ | 25,911 | $ | 114,171 |
December
31,
|
||||||||
2009
|
2008
|
|||||||
Cash
|
$ | 27,393 | $ | 26,807 | ||||
Money
market funds
|
58 | 58 | ||||||
Certificates
of deposit
|
1,400 | 1,400 | ||||||
Accrued
interest income
|
14 | 10 | ||||||
Total cash and cash
equivalents
|
$ | 28,865 | $ | 28,275 |
December
31,
|
||||||||
2009
|
2008
|
|||||||
Vein
Clinic patient and insurance receivables
|
$ | 13,073 | $ | 12,865 | ||||
Reserve
for insurance contractual allowance
|
(3,300 | ) | (3,866 | ) | ||||
Reserve
for uncollectible accounts
|
(2,913 | ) | (2,648 | ) | ||||
Subtotal Vein Clinic
receivables, net
|
6,860 | 6,351 | ||||||
Other
receivables
|
104 | 330 | ||||||
Total Patient and other
receivables, net
|
$ | 6,964 | $ | 6,681 |
2009
|
2008
|
|||||||
Furniture,
office and computer equipment
|
$ | 20,923 | $ | 18,311 | ||||
Medical
equipment
|
8,626 | 7,396 | ||||||
Leasehold
improvements
|
23,112 | 21,059 | ||||||
Construction
in progress
|
0 | 63 | ||||||
Assets
under capital leases
|
427 | 427 | ||||||
Total
|
53,088 | 47,256 | ||||||
Less
¾
Accumulated depreciation and amortization
|
(36,383 | ) | (30,638 | ) | ||||
$ | 16,705 | $ | 16,618 |
2009
|
2008
|
|||||||
Business
Service rights, net
|
$ | 37,755 | $ | 34,205 | ||||
Less
accumulated amortization
|
(13,545 | ) | (12,249 | ) | ||||
Total
|
$ | 24,210 | $ | 21,956 |
|
Amortization
expense of our Business Service Rights in future years are as follows
(000’s omitted):
|
2010
|
$ | 1,296 | ||
2011
|
1,296 | |||
2012
|
1,296 | |||
2013
|
1,296 | |||
2014
|
1,296 | |||
Thereafter
|
8,080 | |||
Total
payments
|
$ | 14,560 |
Revenue
|
Net
Income
|
Basic
Earnings
Per
share
|
||||||||||
Supplemental
pro forma results for 01/01/2007 to 12/31/2007
|
$ | 171,925 | $ | 3,464 | $ | 0.41 |
2009
and 2008
|
||||
IntegraMed
America, Inc.
|
$ | 42 | ||
Vein
Clinics of America, Inc.
|
4,400 | |||
Total
|
$ | 4,442 |
2009
|
2008
|
|||||||
Physician
investment accounts – supporting VCA
deferred compensation
arrangements
|
$ | 1,000 | $ | 863 | ||||
Security
deposits
|
847 | 858 | ||||||
Deferred
offering costs
|
346 | — | ||||||
Other
|
60 | 60 | ||||||
$ | 2,253 | $ | 1,781 |
2009
|
2008
|
|||||||
Accrued
payroll
|
$ | 2,251 | $ | 1,665 | ||||
Accrued
employee incentives and benefits
|
4,177 | 3,072 | ||||||
Accrued
vacation
|
139 | 151 | ||||||
Accrued
physician incentives (VCA)
|
3,160 | 2,754 | ||||||
New
physician recruitment
|
50 | 113 | ||||||
Accrued
costs on behalf of medical practices
|
1,454 | 1,894 | ||||||
Accrued
rent
|
1,108 | 1,166 | ||||||
Accrued
professional fees
|
878 | 250 | ||||||
Accrued
insurance
|
78 | 1,246 | ||||||
Reserves
for estimated Attain IVF patient refunds
|
300 | 397 | ||||||
Reserve
for Attain IVF post-pregnancy medical costs
|
344 | 331 | ||||||
Accrued
federal and state taxes
|
157 | 2,899 | ||||||
Other
accrued taxes
|
180 | 300 | ||||||
Other
(1)
|
843 | 1,580 | ||||||
Total
accrued liabilities
|
$ | 15,119 | $ | 17,818 |
2009
|
2008
|
|||||||
Advances
to Partners for receivable financing
|
$ | (14,653 | ) | $ | (17,121 | ) | ||
Undistributed
physician earnings
|
2,270 | 3,205 | ||||||
Physician
practice patient deposits
|
18,807 | 20,270 | ||||||
Due
to Medical Practices, net
|
$ | 6,424 | $ | 6,354 |
2009
|
2008
|
|||||||
Note
payable to bank
|
$ | 18,142 | $ | 21,809 | ||||
Credit
facility payable to bank
|
7,500 | 29,309 | ||||||
Derivative
fair valuation adjustment
|
306 | 609 | ||||||
Obligations
under capital lease
|
218 | 301 | ||||||
Total
notes payable and other obligations
|
$ | 26,166 | $ | 30,219 | ||||
Less
¾ Current
portion
|
(11,317 | ) | (11,351 | ) | ||||
Long-term
notes payable and other obligations
|
$ | 14,849 | $ | 18,868 |
2010
|
$ | 11,317 | ||
2011
|
3,816 | |||
2012
|
3,766 | |||
2013
|
7,267 | |||
Total
payments
|
$ | 26,166 |
Capital
|
Operating
|
|||||||
2010
|
$ | 102 | $ | 10,340 | ||||
2011
|
102 | 10,806 | ||||||
2012
|
33 | 10,176 | ||||||
2013
|
— | 8,763 | ||||||
2014
|
— | 7,050 | ||||||
Thereafter
|
¾ | 21,449 | ||||||
Total
minimum lease payments
|
$ | 237 | $ | 68,584 | ||||
Less
¾ Amount
representing interest
|
19 | |||||||
Present
value of minimum lease payments
|
$ | 218 |
For
the twelve-month period ending
December
31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Net
income as reported
|
$ | 4,494 | $ | 3,915 | $ | 3,044 | ||||||
Net
non-recognized gain (loss) on derivative transactions
|
187 | (293 | ) | (73 | ) | |||||||
Total
comprehensive income
|
$ | 4,681 | $ | 3,622 | $ | 2,971 |
For
the years ended
December
31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Current
taxes:
|
||||||||||||
Federal
|
$ | 665 | $ | 2,699 | $ | 1,049 | ||||||
State
|
396 | 644 | 391 | |||||||||
Total current tax
expense
|
$ | 1,061 | $ | 3,343 | $ | 1,440 | ||||||
Deferred
taxes:
|
||||||||||||
Federal
|
$ | 1,868 | $ | (645 | ) | $ | 178 | |||||
State
|
402 | (161 | ) | 44 | ||||||||
Total deferred tax expense
(benefit)
|
$ | 2,270 | $ | (806 | ) | $ | 222 | |||||
Total
tax provision
|
$ | 3,331 | $ | 2,537 | $ | 1,662 |
For
the years ended
December
31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Provision
at U.S. federal statutory rate
|
$ | 2,661 | $ | 2,192 | $ | 1,599 | ||||||
State
income taxes, net of federal tax effect
|
366 | 306 | 135 | |||||||||
Non-deductible
expenses
|
118 | 27 | 62 | |||||||||
Tax-exempt
interest income
|
|
(14 | ) | (199 | ) | |||||||
Other
|
|
|
39 | |||||||||
Change
in ASC 740 liability
|
186 | 26 | 27 | |||||||||
Income
tax expense
|
$ | 3,331 | $ | 2,537 | $ | 1,663 |
December
31,
|
||||||||
2009
|
2008
|
|||||||
Deferred
tax assets
|
||||||||
Temporary book to tax
differences
|
$ | 3,426 | $ | 6,055 | ||||
Total deferred tax
assets
|
3,426 | 6,055 | ||||||
Deferred
tax liabilities
|
||||||||
Depreciation and
amortization
|
(2,137 | ) | (737 | ) | ||||
Other
|
(307 | ) | (18 | ) | ||||
Total deferred tax
liabilities
|
(2,444 | ) | (755 | ) | ||||
Net
total deferred tax asset
|
$ | 982 | $ | 5,300 |
Unrecognized
Tax
Benefits (000s)
|
||||||||
2009
|
2008
|
|||||||
Balance
as of January 1,
|
$ | 175 | $ | 149 | ||||
Additions for current year tax
positions
|
69 | 46 | ||||||
Additions for prior year tax
positions
|
117 |
|
||||||
Reductions for prior year tax
positions
|
|
(31 | ) | |||||
Reductions related to
expirations of statute of limitations
|
(7 | ) |
|
|||||
Additional
interest
|
14 | 11 | ||||||
Balance
as of December 31,
|
$ | 368 | $ | 175 |
For
the years ended
December
31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Numerator
|
||||||||||||
Net
Income
|
$ | 4,494 | $ | 3,915 | $ | 3,044 | ||||||
Denominator
|
||||||||||||
Weighted
average shares outstanding
|
8,773 | 8,618 | 8,310 | |||||||||
Effect
of dilutive options
|
61 | 73 | 100 | |||||||||
Weighted
average shares and dilutive potential Common shares
|
8,834 | 8,691 | 8,410 | |||||||||
Basic
earnings per common share
|
$ | 0.51 | $ | 0.45 | $ | 0.37 | ||||||
Diluted
earnings per common share
|
$ | 0.51 | $ | 0.45 | $ | 0.36 |
For
the twelve-month period ending December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Fair
Value of Options
|
N/A | $ | 8.45 | N/A | ||||||||
Dividend
yield
|
N/A | 0.0 | % | N/A | ||||||||
Expected
volatility
|
N/A | 51.8 | % | N/A | ||||||||
Risk
free interest rate
|
N/A | 4.0 | % | N/A | ||||||||
Expected
term in years
|
N/A | 6.3 | N/A |
Number
of
shares
of
Common
Stock underlying options
|
Weighted
Average exercise price
|
|||||||
Options
outstanding at December 31, 2006
|
146,394 | $ | 2.35 | |||||
Granted
|
— | $ | 0.00 | |||||
Exercised
|
(42,146 | ) | $ | 2.38 | ||||
Canceled
|
(2,029 | ) | $ | 2.94 | ||||
Options
outstanding at December 31, 2007
|
102,219 | $ | 2.33 | |||||
Granted
|
127,844 | $ | 8.45 | |||||
Exercised
|
(3,047 | ) | $ | 2.68 | ||||
Options
outstanding at December 31, 2008
|
227,016 | $ | 5.78 | |||||
Granted
|
— | — | ||||||
Exercised
|
(21,331 | ) | $ | 1.72 | ||||
Options
outstanding at December 31, 2009
|
205,685 | $ | 5.78 |
December
31, 2007
|
102,219 | $ | 2.33 | |||||
December
31, 2008
|
99,171 | $ | 2.34 | |||||
December
31, 2009
|
119,771 | $ | 4.64 |
OPTIONS
OUTSTANDING
|
OPTIONS
EXERCISABLE
|
|||||||||||||||||||||
Range
of
Exercise Prices
|
Outstanding
As
of
12/31/2009
|
Weighted
Average
Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Exercisable
As
of
12/31/2009
|
Weighted
Average
Exercise Price
|
|||||||||||||||||
$ | 0.00 - $2.55 | 48,575 | 1.2 | $ | 2.25 | 48,575 | $ | 2.25 | ||||||||||||||
$ | 2.56 - $5.00 | 29,265 | 2.3 | $ | 2.95 | 29,265 | $ | 2.95 | ||||||||||||||
$ | 5.01 - $20.00 | 127,845 | 8.5 | $ | 8.49 | 41,931 | $ | 8.58 | ||||||||||||||
205,685 | 5.9 | $ | 6.20 | 119,771 | $ | 4.64 |
Stock
Options
|
Stock
Grants
|
|||||||
2010
|
189 | 524 | ||||||
2011
|
189 | 358 | ||||||
2012
|
70 | 141 | ||||||
2013
|
— | 49 | ||||||
2014
|
— | 40 | ||||||
Thereafter
|
— | 40 | ||||||
Unamortized
stock compensation costs at December 31, 2009
|
$ | 448 | $ | 1,152 |
Revenues
Net
|
Contribution
|
Net
Income
|
Diluted
Net
Income
Per Share (1)
|
|||||||||||||||||||||||||||||||||||||||||||||
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
|||||||||||||||||||||||||||||||||||||
First
quarter
|
$ | 52,355 | $ | 45,784 | $ | 32,327 | $ | 4,907 | $ | 3,861 | $ | 3,066 | $ | 920 | $ | 720 | $ | 555 | $ | 0.10 | $ | 0.08 | $ | 0.07 | ||||||||||||||||||||||||
Second
quarter
|
56,115 | 49,920 | 33,907 | 5,500 | 4,729 | 3,651 | 1,114 | 1,015 | 728 | 0.13 | 0.12 | 0.09 | ||||||||||||||||||||||||||||||||||||
Third
quarter
|
53,598 | 52,229 | 40,183 | 5,043 | 4,987 | 4,427 | 1,228 | 1,099 | 933 | 0.14 | 0.13 | 0.10 | ||||||||||||||||||||||||||||||||||||
Fourth
quarter
|
54,692 | 50,220 | 45,405 | 5,440 | 4,709 | 3,979 | 1,232 | 1,081 | 828 | 0.14 | 0.12 | 0.1.0 | ||||||||||||||||||||||||||||||||||||
Total
year
|
$ | 216,760 | $ | 198,153 | $ | 151,822 | $ | 20,890 | $ | 18,286 | $ | 15,123 | $ | 4,494 | $ | 3,915 | $ | 3,044 | $ | 0.51 | $ | 0.45 | $ | 0.36 |
For
the
Twelve
months ended
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Common
stock options and grants
|
$ | 37 | $ | 30 | $ | 35 | ||||||
Tax
benefit related to stock transactions
|
39 | 332 | 67 | |||||||||
Treasury
Stock, net and other
|
(39 | ) | (211 | ) | (67 | ) | ||||||
$ | 37 | $ | 151 | $ | 35 |
Balance
at
Beginning
of Period
|
Additions
|
Deductions
|
End
of
Period
|
|||||||||||||
Year
Ended December 31, 2009
|
||||||||||||||||
Allowance for doubtful accounts
receivable
|
$ | 2,648 | $ | 4,820 | $ | 4,555 | $ | 2,913 | ||||||||
Reserve for Attain IVF
refunds
|
397 | 206 | 303 | 300 | ||||||||||||
Reserve for attain IVF medical
costs
|
331 | 72 | 59 | 344 | ||||||||||||
Year
Ended December 31, 2008
|
||||||||||||||||
Allowance for doubtful accounts
receivable
|
$ | 3,386 | $ | 3,613 | $ | 4,351 | $ | 2,648 | ||||||||
Reserve for Attain IVF
refunds
|
326 | 427 | 356 | 397 | ||||||||||||
Reserve for Attain IVF medical
costs
|
272 | 355 | 296 | 331 | ||||||||||||
Year
Ended December 31, 2007
|
||||||||||||||||
Allowance for doubtful accounts
receivable
|
$ | 13 | $ | 3,524 | (1) | $ | 151 | $ | 3,386 | |||||||
Reserve for Attain IVF
refunds
|
257 | 355 | 286 | 326 | ||||||||||||
Reserve for Attain IVF medical
costs
|
215 | 296 | 239 | 272 | ||||||||||||
(1)
|
Includes
$3,224 acquired in connection with the Vein Clinics of America, Inc.
transaction.
|
INTEGRAMED
AMERICA, INC.
|
|||
March
10, 2010
|
By:
|
/s/JOHN
HLYWAK, JR.
|
|
John
W. Hlywak, Jr.
Executive
Vice President
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
Signature
|
Title
|
Date
|
|
/s/Jay
Higham
|
|||
Jay Higham
|
President
and Chief Executive Officer and Director
(Principal
Executive Officer)
|
March
10, 2010
|
|
/s/John
W. Hlywak, Jr.
|
|||
John W. Hlywak,
Jr.
|
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial and
Accounting
Officer)
|
March
10, 2010
|
|
/s/Kush
K. Agarwal
|
|||
Kush K. Agarwal
|
Director
|
March
10, 2010
|
|
/s/Gerardo
Canet
|
|||
Gerardo Canet
|
Director
|
March
10, 2010
|
|
/s/Wayne
R. Moon
|
|||
Wayne R. Moon
|
Director
|
March
10, 2010
|
|
/s/Lawrence
J. Stuesser
|
|||
Lawrence J.
Stuesser
|
Director
|
March
10, 2010
|
|
/s/Elizabeth
E. Tallett
|
|||
Elizabeth E.
Tallett
|
Director
|
March
10, 2010
|
|
/s/Yvonne
S. Thornton, M.D.
|
|||
Yvonne S. Thornton,
M.D.
|
Director
|
March
10, 2010
|
Exhibit
|
||||
Number
|
Description
|
|||
1
|
.1
|
Form
of Underwriting Agreement
|
||
3
|
.1
|
Restated
Certificate of Incorporation of IntegraMed filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004 and incorporated herein by reference
thereto
|
||
3
|
.2
|
By-laws
of IntegraMed filed as an Exhibit to IntegraMed’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2009 and
incorporated herein by reference thereto
|
||
4
|
.1
|
Specimen
certificate for shares of common stock
|
||
5
|
.1
|
Opinion
of Dorsey & Whitney LLP regarding the validity of the securities
being registered
|
||
10
|
.1
|
Stock
Purchase Agreement, dated August 8, 2007, by and among IntegraMed,
IDVC Acquisition Co., the Sellers named therein, the Guarantors named
therein and VCA filed as an Exhibit to IntegraMed’s Current Report on
Form 8-K dated August 8, 2007 and incorporated herein by
reference thereto
|
||
10
|
.2
|
1992
Stock Option Plan, including form of option, filed as an Exhibit to
IntegraMed’s Registration Statement on Form S-1 (Registration
No. 333-47046) filed with the Securities and Exchange Commission on
April 9, 1992 and incorporated herein by reference
thereto
|
||
10
|
.3
|
Amended
and Restated 1992 Incentive and Non-Incentive Stock Option Plan, dated
April 16, 1998, filed as an Exhibit to IntegraMed’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 5, 1998 and incorporated herein by reference
thereto
|
||
10
|
.4
|
Agreement
of Lease, dated September 27, 1994, between Purchase Corporate Park
Associates and IntegraMed filed as an Exhibit to IntegraMed’s Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference thereto
|
||
10
|
.5
|
Amendment,
dated January 1995, to Agreement of Lease between Purchase Corporate Park
Associates and Integramed
|
||
10
|
.6
|
Second
Amendment, dated August 23, 1999, to Agreement of Lease between
Purchase Corporate Park Associates, L.P. and IntegraMed
|
||
10
|
.7
|
Third
Amendment, dated October 15, 2002, to Agreement of Lease between
Purchase Corporate Park Associates, L.P. and IntegraMed
|
||
10
|
.8
|
Business
Service Agreement, dated August 30, 2007, by and between IntegraMed
and the Center for Reproductive Medicine, P.A. filed as an Exhibit to
IntegraMed’s Current Report on Form 8-K dated September 6, 2007
and incorporated herein by reference thereto
|
||
10
|
.9
|
Consulting
Agreement, dated December 24, 2008, between Gerardo Canet and
IntegraMed filed as an Exhibit to IntegraMed’s Annual Report on
Form 10-K for the year ended December 31, 2008 and incorporated
herein by reference thereto
|
||
10
|
.10
|
Employment
Agreement, dated October 10, 2005, between IntegraMed and Jay Higham
filed as an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2005 and incorporated herein
by reference thereto
|
10
|
.11
|
Management
Agreement, dated January 7, 1997, by and between IntegraMed and Bay
Area Fertility and Gynecology Medical Group, Inc. filed as an Exhibit to
IntegraMed’s Current Report on Form 8-K dated January 20, 1997
and incorporated herein by reference thereto
|
|||
10
|
.12
|
Amendment
No. 1, dated April 5, 1998, to Management Agreement between
IntegraMed and Bay Area Fertility and Gynecology Medical Group, Inc. filed
as an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 and incorporated herein by
reference thereto
|
|||
10
|
.13
|
Amendment
No. 2, dated July 21, 1998, to Management Agreement between
IntegraMed and Bay Area Fertility and Gynecology Medical Group, Inc. filed
as an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 and incorporated herein by
reference thereto
|
|||
10
|
.14
|
Amendment
No. 3, dated April 1, 2000, to Management Agreement between
IntegraMed and Bay Area Fertility and Gynecology Group, Inc. filed as an
Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by
reference thereto
|
|||
10
|
.15
|
Amendment
No. 4, dated January 1, 2001, to Management Agreement between
IntegraMed and Bay Area Fertility and Gynecology Medical Group, Inc. filed
as an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2001 and incorporated herein by
reference thereto
|
|||
10
|
.16
|
Amendment
No. 5, dated September 19, 2001, to Management Agreement between
IntegraMed and Bay Area Fertility and Gynecology Medical Group, Inc. filed
as an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2001 and incorporated herein by
reference thereto
|
|||
10
|
.17
|
Amendment
No. 6, dated December 2003, to Service Agreement between IntegraMed
and Reproductive Science Center of the San Francisco Bay Area, a
California medical corporation, filed as an Exhibit to IntegraMed’s Annual
Report on Form 10-K for the year ended December 31, 2003 and
incorporated herein by reference thereto
|
|||
10
|
.18
|
Management
Agreement, dated February 28, 1997, between IntegraMed and Fertility
Centers of Illinois, S.C. filed as an Exhibit to IntegraMed’s Registration
Statement on Form S-1 (Registration No. 333-26551) filed with
the Securities and Exchange Commission on May 6, 1997 and
incorporated herein by reference thereto
|
|||
10
|
.19
|
Amendment,
dated May 2, 1997, to Management Agreement between IntegraMed and
Fertility Centers of Illinois, S.C. filed as an Exhibit to Amendment
No. 1 to IntegraMed’s Registration Statement on Form S-1
(Registration No. 333-26551) filed with the Securities and Exchange
Commission on June 20, 1997 and incorporated herein by reference
thereto
|
|||
10
|
.20
|
Amendment
No. 2, dated June 18, 1997, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
Amendment No. 1 to IntegraMed’s Registration Statement on
Form S-1 (Registration No. 333-26551) filed with the Securities
and Exchange Commission on June 20, 1997 and incorporated herein by
reference thereto
|
|||
10
|
.21
|
Amendment
No. 3, dated August 19, 1997, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997 and incorporated herein by reference
thereto
|
|||
10
|
.22
|
Amendment
No. 4, dated January 9, 1998, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
a Schedule 13D dated February 11, 1998 filed with the Securities
and Exchange Commission by Gerardo Canet and incorporated herein by
reference thereto
|
10
|
.23
|
Amendment
No. 5, dated March 5, 1998, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference
thereto
|
||||
10
|
.24
|
Amendment
No. 6, dated July 1, 1999, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1999 and incorporated herein by reference
thereto
|
||||
10
|
.25
|
Amendment
No. 7, dated April 1, 2000, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000 and incorporated herein by reference
thereto
|
||||
10
|
.26
|
Amendment
No. 8, dated September 24, 2001, to Management Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2001 and incorporated herein by reference
thereto
|
||||
10
|
.27
|
Amendment
No. 9, dated December 2003, to Service Agreement between IntegraMed
and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by reference
thereto
|
||||
10
|
.28
|
Amendment
No. 10, dated January 1, 2005, to Service Agreement between
IntegraMed and Fertility Centers of Illinois, S.C. filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2005 and incorporated herein by reference
thereto
|
||||
10
|
.29
|
Service
Agreement, dated May 25, 2001, between IntegraMed and MPD Medical
Associates (MA), P.C. filed as an Exhibit to IntegraMed’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2001
and incorporated herein by reference thereto
|
||||
10
|
.30
|
Amendment
No. 1, dated March 5, 2002, to Service Agreement between
IntegraMed and MPD Medical Associates (MA), P.C. filed as an Exhibit
to IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference
thereto
|
||||
10
|
.31
|
Management
Agreement, dated March 11, 1998, between Shady Grove Fertility
Centers, P.C. and Levy, Sagoskin and Stillman, M.D., P.C.
filed as an Exhibit to IntegraMed’s Annual Report on Form 10-K for
the year ended December 31, 1997 and incorporated herein by reference
thereto
|
||||
10
|
.32
|
Amendment
No. 1, dated April 16, 1998, to Management Agreement between
Shady Grove Fertility Centers, Inc. and Levy, Sagoskin and
Stillman, M.D., P.C filed as an Exhibit to IntegraMed’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1998 and incorporated herein by reference thereto
|
||||
10
|
.33
|
Amendment
No. 2, dated May 6, 1998, to Management Agreement between Shady
Grove Fertility Centers, Inc. and Levy, Sagoskin and
Stillman, M.D., P.C. filed as an Exhibit to IntegraMed’s Annual
Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference thereto
|
||||
10
|
.34
|
Amendment
No. 3, dated September 1, 1999, to Management Agreement between
IntegraMed and Shady Grove Reproductive Science Center, P.C. filed as
an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999 and incorporated herein by
reference thereto
|
||||
10
|
.35
|
Amendment
No. 4, dated April 1, 2000, to Management Agreement between
IntegraMed and Shady Grove Reproductive Science Center, P.C. filed as
an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by
reference thereto
|
10
|
.36
|
Amendment
No. 5 to Management Agreement between IntegraMed and Shady Grove
Reproductive Science Center, P.C. filed as an Exhibit to IntegraMed’s
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001 and incorporated herein by reference
thereto
|
||||
10
|
.37
|
Amendment
No. 6, dated September 18, 2001, to Management Agreement between
IntegraMed and Shady Grove Reproductive Science Center, P.C. filed as
an Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2001 and incorporated herein by
reference thereto
|
||||
10
|
.38
|
Amendment
No. 7, dated November 2003, to Service Agreement between IntegraMed
and Shady Grove Reproductive Science Center, P.C. filed as an Exhibit
to IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by reference
thereto
|
||||
10
|
.39
|
Amendment
No. 8, dated February 16, 2006, to Service Agreement between
IntegraMed and Shady Grove Reproductive Science Center, P.C. filed as
an Exhibit to IntegraMed’s Annual Report on Form 10-K for the year
ended December 31, 2005 and incorporated herein by reference
thereto
|
||||
10
|
.40
|
Amendment
No. 9, dated March 22, 2007, to Service Agreement between
IntegraMed and Shady Grove Fertility Reproductive Science
Center, P.C. filed as an Exhibit to IntegraMed’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2007 and
incorporated herein by reference thereto
|
||||
10
|
.41
|
Second
Amended and Restated Loan Agreement, dated August 8, 2007, by and
among IntegraMed and Bank of America, N.A. filed as an Exhibit to
IntegraMed’s Current Report on Form 8-K dated August 8, 2007 and
incorporated herein by reference thereto
|
||||
10
|
.42
|
Form
of Retention Agreement filed as an Exhibit to IntegraMed’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999
and incorporated herein by reference thereto
|
||||
10
|
.43
|
Form
of Amendment to Retention Agreement relating to Section 409A of the
U.S. Internal Revenue Code of 1986, as amended, filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2008 and incorporated herein by reference
thereto
|
||||
10
|
.44
|
Form
of Indemnification Agreement filed as an Exhibit to IntegraMed’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2000
and incorporated herein by reference thereto
|
||||
10
|
.45
|
Form
of Amendment to Indemnification Agreement relating to Section 409A of
the U.S. Internal Revenue Code of 1986, as amended, filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2008 and incorporated herein by reference
thereto
|
||||
10
|
.46
|
Service
Agreement, dated April 26, 2002, between IntegraMed and Northwest
Center for Infertility and Reproductive Endocrinology filed as an Exhibit
to IntegraMed’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002 and incorporated herein by reference
thereto
|
||||
10
|
.47
|
Amendment
No. 1, dated June 14, 2002, to Service Agreement between
IntegraMed and Northwest Center for Infertility and Reproductive
Endocrinology filed as an Exhibit to IntegraMed’s Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002 and
incorporated herein by reference thereto
|
||||
10
|
.48
|
Amendment
No. 2, dated November 1, 2002, to Service Agreement between
IntegraMed and Northwest Center for Infertility and Reproductive
Endocrinology filed as an Exhibit to IntegraMed’s Annual Report on
Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference thereto
|
10
|
.49
|
Amendment
No. 3, dated January 1, 2003, to Service Agreement between
IntegraMed and Northwest Center for Infertility and Reproductive
Endocrinology filed as an Exhibit to IntegraMed’s Annual Report on
Form 10-K for the year ended December 31, 2003 and incorporated
herein by reference thereto
|
|||
10
|
.50
|
2000
Long-Term Compensation Plan filed as an Exhibit to IntegraMed’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2002
and incorporated herein by reference thereto
|
|||
10
|
.51
|
Form
of Incentive Stock Option Agreement filed as an Exhibit to IntegraMed’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2005 and incorporated herein by reference
thereto
|
|||
10
|
.52
|
Form
of Non-Qualified Stock Option Agreement filed as an Exhibit to
IntegraMed’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2005 and incorporated herein by reference
thereto
|
|||
10
|
.53
|
Form
of Restricted Stock Unit Award Agreement filed as an Exhibit to
IntegraMed’s Annual Report on Form 10-K for the year ended
December 31, 2008 and incorporated herein by reference
thereto
|
|||
10
|
.54
|
Service
Agreement, dated September 1, 2003, between IntegraMed and
Reproductive Endocrine Associates of Charlotte, P.C. filed as an
Exhibit to IntegraMed’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2003 and incorporated herein by
reference thereto
|
|||
10
|
.55
|
Service
Agreement, dated January 1, 2004, between IntegraMed and Seattle
Reproductive Medicine, Inc., P.S. filed as an Exhibit to IntegraMed’s
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004 and incorporated herein by reference
thereto
|
|||
10
|
.56
|
Submanagement
Agreement, dated January 1, 2005, between Reproductive Partners, Inc.
and IntegraMed filed as an Exhibit to IntegraMed’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2005 and
incorporated herein by reference thereto
|
|||
10
|
.57
|
2007
Long-Term Compensation Plan filed as an Exhibit to IntegraMed’s Annual
Report on Form 10-K for the year ended December 31, 2007 and
incorporated herein by reference thereto
|
|||
10
|
.58
|
Business
Service Agreement, dated April 24, 2008, between IntegraMed and
Southeastern Fertility Centers, P.A. filed as an Exhibit to IntegraMed’s
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2008 and incorporated herein by reference
thereto
|
|||
10
|
.59
|
Business
Service Agreement, dated July 9, 2008, between IntegraMed and Arizona
Reproductive Medicine Specialists Ltd. filed as an Exhibit to IntegraMed’s
Annual Report on Form 10-K for the year ended December 31, 2008
and incorporated herein by reference thereto
|
|||
10
|
.60
|
Amendment
No. 11, dated November 30, 2009, to Service Agreement between
IntegraMed and Fertility Centers of Illinois, S.C.
|
|||
10
|
.61
|
First
Amended and Restated Management Agreement, dated December 1, 2009, by
and among IntegraMed, Idaho Center for Reproductive Medicine, P.C. and
Idaho Reproductive Labs, Inc.
|
|||
10
|
.62
|
First
Amended and Restated Management Agreement, dated December 1, 2009, by
and among IntegraMed, Foulk & Whitten Nevada Center for Reproductive
Medicine, P.C. and Nevada Reproductive Labs, Inc.
|
|||
10
|
.63
|
Management
Agreement, dated December 1, 2009, by and between IntegraMed and Utah
Fertility Center, P.C.
|
|||
10
|
.64
|
Form
of Purchase Agreement between IntegraMed and IAT Reinsurance Company
Ltd.
|
|||
21
|
.1
**
|
List
of subsidiaries of IntegraMed America, Inc.
|
23
|
.1
**
|
Consent
of Amper, Politziner & Mattia, LLP, Independent Registered Public
Accounting Firm
|
||
23
|
.2
|
Consent
of Dorsey & Whitney LLP (included in
Exhibit 5.1)
|
||
24
|
.1
|
Powers
of Attorney
|
||
31
|
.1
**
|
CEO
Certification Pursuant to 18 U.S.C. § 1350 as Adopted Pursuant to Section
302 of the Sarbanes Oxley Act of 2002 dated March 31,
2009.
|
||
31
|
.2
**
|
CFO
Certification Pursuant to 18 U.S.C. § 1350 as Adopted Pursuant to Section
302 of the Sarbanes Oxley Act of 2002 dated March 31,
2009.
|
||
32
|
.1
**
|
CEO
Certification Pursuant to 18 U.S.C. § 1350 as Adopted Pursuant to Section
906 of the Sarbanes Oxley Act of 2002 dated March 31,
2009.
|
||
32
|
.2
**
|
CFO
Certification Pursuant to 18 U.S.C. § 1350 as Adopted Pursuant to Section
906 of the Sarbanes Oxley Act of 2002 dated March 31,
2009.
|
**
|
Filed
herewith.
|