================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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
Commission File No. 1-11440
INTEGRAMED AMERICA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
One 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 [ ]
The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on August 1, 2000 was 4,057,347.
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<PAGE>
INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 2000 (unaudited) and
December 31, 1999........................................... 3
Consolidated Statements of Operations for the three and
six-month periods ended June 30, 2000 and 1999 (unaudited).. 4
Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 2000 and 1999 (unaudited).................... 5
Notes to Consolidated Financial Statements (unaudited)....... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 8-11
Item 3. Quantitative and Qualitative Disclosures About Market Risk........11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................12
Item 2. Changes in Securities.............................................12
Item 3. Defaults upon Senior Securities...................................12
Item 4. Submission of Matters to a Vote of Security Holders...............12
Item 5. Other Information.................................................12
Item 6. Exhibits and Reports on Form 8-K..................................12
SIGNATURES ......................................................13
INDEX TO EXHIBITS ......................................................14
2
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
<TABLE>
INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all dollars in thousands, except per share amounts)
ASSETS
<CAPTION>
June 30, December 31,
---------- ------------
2000 1999
---------- ------------
(unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents .................................................................... $ 3,532 $ 3,650
Patient accounts receivable, less allowance for doubtful accounts of $881 and $851
in 2000 and 1999, respectively.............................................................. 9,430 10,460
Business Service fees receivable, less allowance for doubtful accounts of $150 and $0
in 2000 and 1999, respectively.............................................................. 375 890
Other current assets ......................................................................... 1,184 1,162
------- -------
Total current assets...................................................................... 14,521 16,162
Fixed assets, net ............................................................................ 5,354 5,965
Intangible assets, net........................................................................ 18,206 18,163
Other assets.................................................................................. 493 525
------- -------
Total assets.............................................................................. $38,574 $40,815
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................................................. $ 1,763 $ 1,080
Accrued liabilities........................................................................... 2,694 2,948
Due to Medical Practices...................................................................... 1,731 1,768
Current portion of long-term notes payable and other obligations.............................. 1,131 1,691
Patient deposits.............................................................................. 2,692 2,970
------- -------
Total current liabilities................................................................. 10,011 10,457
------- -------
Long-term notes payable and other obligations................................................... 3,153 3,719
------- -------
Shareholders' equity:
Preferred Stock, $1.00 par value - 3,165,644 shares authorized in 2000 and
1999, 2,500,000 undesignated; 665,644 shares designated as Series A
Cumulative Convertible of which 165,644 shares were issued and outstanding
in 2000 and
1999, respectively.......................................................................... 166 166
Common Stock, $.01 par value - 50,000,000 shares authorized in 2000 and 1999;
and 5,368,960 shares issued in 2000 and 1999............................................... 54 54
Capital in excess of par ..................................................................... 54,074 54,140
Accumulated deficit .......................................................................... (24,572) (25,230)
Treasury Stock, at cost - 1,311,613 and 746,863 shares in 2000 and 1999, respectively......... (4,312) (2,491)
------- -------
Total shareholders' equity ............................................................... 25,410 26,639
------- -------
Total liabilities and shareholders' equity................................................ $38,574 $40,815
======= =======
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE>
<TABLE>
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(all amounts in thousands, except per share amounts)
<CAPTION>
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ ------------------
2000 1999 2000 1999
------ ------ ------ ------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues, net ................................................... $13,527 $10,860 $27,135 $21,392
Cost of services incurred:
Employee compensation and related expenses.................... 5,370 4,195 10,467 8,262
Direct materials.............................................. 2,680 1,211 5,161 2,306
Occupancy costs............................................... 847 687 1,660 1,362
Depreciation.................................................. 345 300 679 609
Other expenses................................................ 2,206 1,969 5,119 4,021
------- ------- ------- -------
Total cost of services rendered............................. 11,448 8,362 23,086 16,560
------- ------- ------- -------
Contribution..................................................... 2,079 2,498 4,049 4,832
General and administrative expenses.............................. 1,390 1,513 2,739 2,893
Amortization of intangible assets................................ 214 261 434 505
Interest income.................................................. (35) (18) (85) (41)
Interest expense................................................. 103 125 219 260
------- ------- ------- -------
Total other expenses.......................................... 1,672 1,881 3,307 3,617
------- ------- -------- -------
Income before income taxes....................................... 407 617 742 1,215
Provision for income taxes....................................... 39 91 84 171
------- ------- ------- -------
Net income....................................................... $ 368 $ 526 $ 658 $ 1,044
Less: Dividends paid and/or accrued on Preferred Stock........... 33 33 66 66
------- ------- ------- -------
Net income applicable to Common Stock............................ $ 335 $ 493 $ 592 $ 978
======= ======= ======= =======
Basic and diluted earnings per share of Common Stock............. $ 0.08 $ 0.10 $ 0.14 $ 0.20
======= ======= ======= =======
Weighted average shares - basic.................................. 4,163 4,887 4,270 4,931
======= ======= ======= =======
Weighted average shares - diluted................................ 4,226 4,962 4,334 5,008
======= ======= ======= =======
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE>
<TABLE>
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
<CAPTION>
For the
six-month period
ended June 30,
-----------------
2000 1999
------ ------
(unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net income ...................................................................... $ 658 $1,044
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization................................................. 1,349 1,264
Change in assets and liabilities--
Decrease (increase) in assets:
Patient accounts receivable................................................. 1,030 1,063
Business Services fees receivable........................................... 515 (208)
Other current assets........................................................ (22) 533
Other assets................................................................ 32 97
Increase (decrease) in liabilities:
Accounts payable........................................................... 683 170
Accrued liabilities........................................................ 19 540
Due to Medical Practices................................................... (37) (692)
Patient deposits........................................................... (278) (877)
------ ------
Net cash provided by operating activities........................................... 3,949 2,934
------ ------
Cash flows used in investing activities:
Purchase of fixed assets and leasehold improvements............................ (588) (1,443)
Proceeds from sale of fixed assets and leasehold improvements.................. 10 --
Payment for exclusive Business Service rights.................................. (476) --
------ ------
Net cash used in investing activities............................................... (1,054) (1,443)
------ ------
Cash flows used in financing activities:
Proceeds from IVP Care, Inc.................................................... -- 150
Principal repayments on debt................................................... (1,060) (1,540)
Principal repayments under capital lease obligations........................... (66) (22)
Repurchase of Common Stock..................................................... (1,821) (713)
Dividends paid on Convertible Preferred Stock.................................. (66) (66)
------ ------
Net cash used in financing activities............................................... (3,013) (2,191)
------ ------
Net decrease in cash................................................................ (118) (700)
Cash at beginning of period......................................................... 3,650 4,241
------ ------
Cash at end of period............................................................... $3,532 $3,541
====== ======
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -- INTERIM RESULTS:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, accordingly, do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited interim financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position at June 30, 2000, and the results of operations
and cash flows for the interim period presented. Operating results for the
interim period are not necessarily indicative of results that may be expected
for the year ending December 31, 2000. These financial statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
Certain prior year amounts have been reclassified to conform with the
current year presentation.
NOTE 2 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three-month and six-month periods ended June
30, 2000 and 1999 is as follows (000's omitted, except for per share amounts):
<TABLE>
<CAPTION>
For the For the
three-month six-month
period ended period ended
June 30, June 30,
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
(unaudited) (unaudited)
Numerator
<S> <C> <C> <C> <C>
Net Income ................................................... $ 368 $ 526 $ 658 $1,044
Less: Preferred Stock dividends paid.......................... 33 33 66 66
----- ----- ----- ------
Net income available to common stockholders................... $ 335 $ 493 $ 592 $ 978
===== ===== ===== ======
Denominator
Weighted average shares basic................................. 4,163 4,887 4,270 4,931
Effect of dilutive options and warrants....................... 63 75 64 77
----- ----- ----- ------
Weighted average shares and dilutive potential
common shares............................................. 4,226 4,962 4,334 5,008
===== ===== ===== ======
Basic and diluted EPS......................................... $0.08 $0.10 $0.14 $ 0.20
</TABLE>
For both the three and six-month periods ended June 30, 2000, the effect of
the assumed exercise of options to purchase approximately 550,000 shares of
Common Stock at exercise prices ranging from $3.19 to $5.00 per share were
excluded in computing the diluted per share amount because the exercise prices
of the options were greater than the average market price of the shares of
Common Stock, therefore, causing these options to be antidilutive. For both the
three and six-month periods ended June 30, 2000, the effect of the assumed
exercise of warrants to purchase approximately 103,000 shares of Common Stock at
exercise prices ranging from $4.12 to $8.54 per share were excluded in computing
the diluted per share amount because the exercise prices of the warrants were
greater than the average market price of the shares of Common Stock, therefore,
causing these warrants to be antidilutive.
6
<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
For both the three and six-month periods ended June 30, 1999, the effect of
the assumed exercise of options to purchase approximately 338,000 and 47,000
shares of Common Stock, respectively, at exercise prices ranging from $4.00 to
$5.00 and from $4.63 to $5.00, respectively, per share were excluded in
computing the diluted per share amount because the exercise prices of the
options where greater than the average market price of the shares of Common
Stock, therefore, causing these options to be antidilutive. For both the three
and six-month periods ended June 30, 1999, the effect of the assumed exercise of
warrants to purchase approximately 121,000 and 75,000 shares of Common Stock,
respectively, at exercise prices ranging from $4.12 to $8.54 and from $4.94 to
$8.54, respectively, per share were excluded in computing the diluted per share
amount because the exercise prices of the warrants were greater than the average
market price of the shares of Common Stock, therefore, causing these warrants to
be antidilutive.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included in this
quarterly report and with the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
Results of Operations
The following table shows the percentage of revenues represented by various
expense and other income items reflected in the Company's Consolidated
Statements of Operations.
<TABLE>
<CAPTION>
For the For the
three-month period six-month period
ended June 30, ended June 30,
------------------ -----------------
2000 1999 2000 1999
------- ------ ------ ------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues, net...................................... 100.0% 100.0% 100.0% 100.0%
Costs of services incurred:
Employee compensation and related expenses.... 39.7 38.6 38.6 38.6
Direct materials.............................. 19.8 11.1 19.0 10.8
Occupancy costs............................... 6.3 6.3 6.1 6.4
Depreciation.................................. 2.5 2.8 2.5 2.8
Other expenses................................ 16.3 18.2 18.9 18.8
----- ----- ----- -----
Total costs of services....................... 84.6 77.0 85.1 77.4
Contribution....................................... 15.4 23.0 14.9 22.6
----- ----- ----- -----
General and administrative expenses................ 10.3 13.9 10.1 13.5
Amortization of intangible assets.................. 1.6 2.4 1.6 2.4
Interest income.................................... (0.3) (0.2) (0.3) (0.2)
Interest expense................................... 0.8 1.2 0.8 1.2
----- ----- ----- -----
Total other expenses.......................... 12.4 17.3 12.2 16.9
Income before income taxes......................... 3.0 5.7 2.7 5.7
Provision for income taxes......................... 0.3 0.9 0.3 0.8
----- ----- ----- -----
Net income......................................... 2.7% 4.8% 2.4% 4.9%
===== ===== ===== =====
</TABLE>
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Revenues for the quarter ended June 30, 2000 were approximately $13.5
million as compared to approximately $10.9 million for the quarter ended June
30, 1999, an increase of 24.6%. Approximately 41.7% of the increase is
attributable to same market growth in reimbursed costs and Business Service fees
in the Reproductive Science Centers, offset by the elimination of terminated
Business Services contracts. Approximately 58.3% of the increase is attributable
to new businesses and agreements entered into subsequent to the first quarter of
1999. Same market growth in revenues was principally attributable to increases
in patient volume. The same market increase in revenues was comprised of the
following: (i) an approximate $1.6 million increase in reimbursed costs of
services associated with the increased patient volume, offset by a decrease of
$0.8 million in the Company's Business Services fees derived from the
Reproductive Science Centers' net revenue and/or earnings; and (ii) $1.9 million
from pharmaceutical sales.
Total costs of services as a percentage of revenues were 84.6% in the
second quarter of 2000, compared to 77.0% in the second quarter of 1999.
Employee compensation increased as a percentage of revenue, due to planned
headcount increases at various Reproductive Science Centers. Direct materials
increased as a percentage of revenues, primarily due to the cost of products
sold at IntegraMed Pharmaceutical Services. Other expenses decreased as a
percentage of revenue partially due to the elimination of reserves required for
the Kansas City operation.
8
<PAGE>
Contribution was approximately $2.1 million in the second quarter of 2000
as compared to $2.5 million in the second quarter of 1999, a decrease of
approximately 16.8%. This decrease is the result of (i) the reduced contribution
from the hospital based Reproductive Science Center in New Jersey, which has
exhibited declining revenues due to physician turnover, (ii) increased expenses
at the Boston based Reproductive Science Center, primarily the result of planned
infrastructure improvements, (iii) the termination of the Company's government
contract in Washington, DC, and (iv) the wind down of the Kansas City
Reproductive Science Center operations. In addition, the contribution margin
percentage has been negatively impacted by pharmaceutical sales, which have a
significantly lower margin than the Reproductive Science Centers.
General and administrative expenses for the second quarter of 2000 were
approximately $1.4 million as compared to approximately $1.5 million in the
second quarter of 1999, a decrease of 8.1%. The decrease was largely due to
decreases in staffing and compensation attributable to the implementation of the
Company's proprietary ARTWorks suite of fertility care information systems. As a
percentage of revenues, general and administrative expenses decreased to
approximately 10.3% in the second quarter of 2000 from approximately 13.9% in
the second quarter of 1999.
Amortization of intangible assets was $214,000 in the second quarter of
2000 as compared to $261,000 in the second quarter of 1999, a decrease of 18.0%.
This decrease was attributable to the termination of single physician practices
during the 1999 calendar year.
Interest income for the first quarter of 2000 increased to $35,000 from
$18,000 for the second quarter of 1999, due to a higher cash balance and
financing proceeds from Reproductive Science Center build-outs. Interest expense
for the second quarter of 2000 decreased to $103,000 from $125,000 in the second
quarter of 1999, due to an decrease in notes payable to Medical Providers for
exclusive Business Service rights.
The provision for income taxes primarily related to state taxes. The
provision for income taxes decreased to $39,000 in the second quarter of 2000
from $91,000 in the second quarter of 1999 due to the decrease in Network
contribution at existing sites, and additional tax planning considerations.
Net income was $368,000 in the second quarter of 2000 as compared to
$526,000 in the second quarter of 1999, a decrease of 30.0%. The decrease was
primarily due to (i) decreasing revenues related to physician turnover at the
Company's hospital based Reproductive Science Center in New Jersey, (ii)
increased infrastructure costs at the Boston Reproductive Science Center, (iii)
the termination of the Company's government contract in Washington, DC and (iv)
the wind down of the Kansas City Reproductive Science Center operations.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Revenues for the six months ended June 30, 2000 were approximately $27.1
million as compared to approximately $21.4 million for the six months ended June
30, 1999, an increase of 26.8%. Approximately 45.3% of the increase is
attributable to same market growth in reimbursed costs and Business Service fees
in the Reproductive Science Centers, offset by the elimination of terminated
Business Services contracts. Approximately 54.7% of the increase is attributable
to new businesses and agreements entered into during June 1999. Same market
growth in revenues was principally attributable to increases in patient volume.
The same market increase in revenues was comprised of the following: (i) an
approximate $3.4 million increase in reimbursed costs of services, offset by a
decrease of $1.5 million in the Company's Business Services fees derived from
the Reproductive Science Centers' net revenue and/or earnings; and (ii) $3.8
million from pharmaceutical sales.
9
<PAGE>
Total costs of services as a percentage of revenues were 85.1% during the
first six months of 2000, compared to 77.4% in the same period of 1999. Direct
materials increased as a percentage of revenues, primarily due to the cost of
products sold at IntegraMed Pharmaceutical Services. This increase was partially
offset by a reduction in expenses associated with the donor egg program in the
Company's hospital based Reproductive Science Center.
Contribution was approximately $4.0 million during the first six months of
2000 as compared to $4.8 million during the same period of 1999, a decrease of
approximately 16.2%. This decrease is the result of (i) the reduced contribution
from the hospital based Reproductive Science Center in New Jersey, which has
exhibited a decline in revenues due to the physician turnover, (ii) increased
expenses at the Boston based Reproductive Science Center, primarily the result
of planned infrastructure improvements, and (iii) the wind down of operations in
the Company's Kansas City Reproductive Science Center. In addition, the
contribution margin percentage has been negatively impacted by a higher
proportion of revenue from pharmaceutical sales, which have a significantly
lower margin than the Reproductive Science Centers.
General and administrative expenses for the first six months of 2000 were
approximately $2.7 million as compared to approximately $2.9 million for the
first half of 1999, a decrease of 5.3%. The decrease was largely due to
decreases in staffing and compensation attributable to the implementation of the
Company's proprietary ARTWorks suite of fertility care information systems. As a
percentage of revenues, general and administrative expenses decreased to
approximately 10.1% for the first six months of 2000 from approximately 13.5%
during the first half of 1999.
Amortization of intangible assets was $434,000 for the first half of 2000
as compared to $505,000 during the same period of 1999, a decrease of 14.1%.
This decrease was attributable to the termination of single physician practices
during the 1999 calendar year.
Interest income for the first six months of 2000 increased to $85,000 from
$41,000 for same period of 1999, due to a higher cash balance and financing
proceeds from Reproductive Science Center build-outs. Interest expense for the
first six months of 2000 decreased to $219,000 from $260,000 during the same
period of 1999, due to an decrease in notes payable to Medical Providers for
exclusive Business Service rights, and a partial payment on a credit line from
the Company's financing institution.
The provision for income taxes is primarily related to state taxes.
Comparing the first six months of 2000 to the first six months of 1999, the
provision for income taxes decreased from $171,000 to $84,000 due to the
decrease in Network contribution at existing sites, and additional tax planning
considerations.
Net income was $658,000 for the first six months of 2000 as compared to
$1.0 million for the first six months of 1999, a decrease of 37.0%. The decrease
was primarily due to (i) decreasing revenues related to physician turnover at
the Company's hospital based Reproductive Science Center in New Jersey, (ii)
increased infrastructure costs at the Boston Reproductive Science Center, and
(iii) the wind down of the Kansas City Reproductive Science Center operations.
Liquidity and Capital Resources
Historically, the Company has financed its operations primarily through
sales of equity securities. More recently, the Company has commenced using bank
financing for working capital and acquisition purposes. The Company anticipates
that its acquisition and product development strategy will continue to require
substantial capital investment. Capital is needed not only for additional
acquisitions, but also for the effective integration, operation and expansion of
the Company's existing Reproductive Science Centers as well as the development
of new products and services.
At June 30, 2000, the Company had working capital of approximately $4.5
million, approximately $3.5 million of which consisted of cash and cash
equivalents, compared to working capital of approximately $5.7 million at
December 31, 1999, approximately $3.7 million of which consisted of cash and
cash equivalents. The net decrease in working capital at June 30, 2000 was
principally due to (i) the repurchase of 564,750 shares of the Company's Common
Stock for an aggregate purchase price of $1.8 million, (ii) the payoff of notes
payable to Medical Providers for exclusive Business Service rights, and (iii)
scheduled debt repayments on existing credit lines with the Company's financial
institution.
10
<PAGE>
The Company anticipates that its contract with the hospital-based Institute
of Reproductive Medicine and Science of Saint Barnabas Medical Center in New
Jersey will expire at the end of 2001 and will not be renewed. Annualized
revenues and contribution from that contract approximate $2.85 million and $1.47
million, respectively.
The Company is coming under increased pressure from the Medical Practices
associated with its Reproductive Science Centers to reduce the Business Service
fees associated with the Reproductive Science Centers' net revenues and/or
earnings. The Company is unable to determine at this time the impact and amount
of such possible reductions in income.
The Company has been unable to add any new Reproductive Science Centers
within the last two years due to changing market conditions. The Company is
adjusting its service and product offerings to what it believes will be accepted
in the market. There is no assurance that the Company's new service and product
offerings will be successful.
The Company expects its cash flows from operating activities to be
sufficient to fund its needs for asset acquisition, product and service
development, debt repayments and Common Stock repurchase program for the next
year.
Forward Looking Statements
This Form 10-Q and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking statements regarding events and/or
anticipated results within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, the attainment of which
involve various risks and uncertainties. Forward-looking statements may be
identified by the use of forward-looking terminology such as, may, will, expect,
believe, estimate, anticipate, continue, or similar terms, variations of those
terms or the negative of those terms. The Company's actual results may differ
materially from those described in these forward-looking statements due to the
following factors: the Company's ability to acquire additional business service
agreements, including the Company's ability to raise additional debt and/or
equity capital to finance future growth, the loss of significant business
service agreement(s), the profitability or lack thereof at Reproductive Science
Centers serviced by the Company, increases in overhead due to expansion, the
exclusion of infertility and ART services from insurance coverage, government
laws and regulations regarding health care, changes in managed care contracting,
the timely development of and acceptance of new infertility, ART and/or genetic
technologies and techniques.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
<PAGE>
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; no material developments in previously reported
matters.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
At an annual shareholders' meeting held on May 23, 2000,
the following matters were approved: 1) Election of eight
directors; and 2) approval and ratification of the Company's
2000 Long-Term Compensation Plan. The following is a
tabulation of the shareholder votes from the May 23, 2000
Annual Meeting of Shareholders:
Withhold
Proposal 1 - Directors For Authority
---------------------- --- ---------
Gerardo Canet 3,530,513 192,077
M. Fazle Husain 3,530,513 192,077
Michael J. Levy, M.D. 3,530,513 192,077
Sarason D. Liebler 3,530,513 192,077
Aaron S. Lifchez, M.D. 3,530,513 192,077
Patricia M. McShane, M.D. 3,530,513 192,077
Lawrence Stuesser 3,530,513 192,077
Elizabeth E. Tallett 3,530,513 192,077
<TABLE>
<CAPTION>
Proposal 2 - 2000 Long-Term Withhold Broker
Compensation Plan For Authority Abstentions Non-Votes
------------------ --- --------- ----------- ---------
<S> <C> <C> <C> <C>
2,063,367 221,222 4,175 1,433,821
</TABLE>
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
See Index to Exhibits on page 14.
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: August 14, 2000 By: /s/John W. Hlywak, Jr.
----------------------
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and
Accounting Officer)
13
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
10.61(c) -- Amendment No. 3 to Management Agreement between IntegraMed
America, Inc. and Bay Area Fertility and Gynecology Medical
Group, Inc. dated April 1, 2000
10.95(b) -- Amendment No. 7 to Management Agreement between IntegraMed
America, Inc. and Fertility Centers of Illinois, P.C. dated April
1, 2000.
10.105(d) -- Amendment No. 4 to Management Agreement between IntegraMed
America, Inc. and Shady Grove Reproductive Science Center, P.C.
dated April 1, 2000.
10.117 -- Form of Indemnification Agreement dated June 1, 2000 between
IntegraMed America, Inc. and M. Fazle Husain, Michael Levy, M.D.,
Aaron Lifchez, M.D., Sarason Liebler, Larry Stuesser, Elizabeth
E. Tallett, Gerardo Canet, Peter Cucchiara, Jay Higham, John
Hlywak, Jr., Claude E. White, and Donald S. Wood, Ph.D.
27 -- Financial Data Schedule
14
