-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkZM6JqDClAkyBGYjH+2+Ldm9TeV98++vcX+Kti3NXo+2k63oyuLKotHG9rriMYg fmq5MRtZupVHqvdF+0dSKA== 0000885988-06-000156.txt : 20070103 0000885988-06-000156.hdr.sgml : 20070101 20061031163603 ACCESSION NUMBER: 0000885988-06-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061031 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAMED AMERICA INC CENTRAL INDEX KEY: 0000885988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 061150326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20260 FILM NUMBER: 061176000 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 9142538000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 FORMER COMPANY: FORMER CONFORMED NAME: IVF AMERICA INC DATE OF NAME CHANGE: 19950720 8-K 1 form8k10312006.txt INTEGRAMED AMERICA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act 1934 Date of Report (Date of earliest event reported): October 31, 2006 INTEGRAMED AMERICA, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware - -------------------------------------------------------------------------------- (State of other jurisdiction of incorporation) 0-20260 6-1150326 - -------------------------------------------------------------------------------- (Commission File Numbers) (IRS Employer Identification No.) Two Manhattanville Road, Purchase, NY 10577 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone no. including area code: (914) 253-8000 -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communication pursuant to Rule 425 under the Securities Act ___ (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ___ CFR 240.14a-12) Pre-commencement communication pursuant to Rule 14d-2(b) under the ___ Exchange Act (17 CFR 240.14d-2(b) Pre-commencement communication pursuant to Rule 13e-4(c) under the ___ Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 Regulation FD Disclosure On October 31, 2006, Registrant filed a press release, which is attached hereto as exhibit 99.1. ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. Description of Exhibit ---------- ---------------------- 99.1 Registrant's Press Release dated October 31, 2006 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: October 31, 2006 By: /s/John W. Hlywak, Jr. ----------------------------------- John W. Hlywak, Jr. Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 3 exhibit9913.txt INTEGRAMED AMERICA, INC. [GRAPHIC OMITTED][GRAPHIC OMITTED] John W. Hlywak, Jr. (Investors) Scott Soifer (Media) Executive Vice President & CFO Vice President of Marketing and Development IntegraMed America, Inc. IntegraMed America, Inc. (914) 251-4143 (914) 251-4186 email: john.hlywak@integramed.com email: scott.soifer@integramed.com -------------------------- --------------------------- Web Address: http://www.integramed.com ------------------------- INTEGRAMED REPORTS THIRD QUARTER RESULTS YTD NET INCOME INCREASES 26% Purchase, NY, October 31, 2006 -- IntegraMed America, Inc. (Nasdaq: INMD) today announced financial results for the third quarter and the nine months ended September 30, 2006. Net income for the third quarter of 2006 was $582,000, a 22% increase from the $478,000 net income reported for the third quarter of 2005. Diluted earnings per share for the third quarter of 2006 were $0.09 compared to $0.08 for the same period in 2005. Net income for the first nine months of 2006 was $1,591,000, a 26% increase from the $1,259,000 net income reported for the first nine months of 2005. Diluted earnings per share for the first nine months of 2006 were $0.24 compared to $0.20 for the same period in 2005. All earnings per share and weighted average share numbers reflect the 25% stock split effected in the form of a dividend and paid on June 21, 2006. Total revenues for the third quarter of 2006 were $31.9 million, a 9% increase from comparable pro forma revenues of $29.3 million for the same period in 2005. Total revenues for the first nine months were $94.1 million an 11% increase compared to pro forma revenues of $84.6 million for the same period in 2005. The contribution to earnings from operations in the third quarter of 2006 was approximately $4.1 million, a 4% increase from $3.9 million reported for the same period in 2005. The contribution to earnings from operations in the first nine months of 2006 was approximately $11.6 million, a 7% increase compared to $10.8 million in the same period in 2005. Change in Reporting Format Effective October 1, 2005, the Company entered into an amended service agreement with ivpcare, inc., its strategic partner in the pharmaceutical services business (part of the consumer services segment), whereby the Company no longer records sales of pharmaceutical products as revenue and costs of pharmaceutical products as a cost of service, but rather net marketing fees associated with those sales. As a result of these changes, revenues for the third quarter of 2006 of $31.9 million and revenues for the first nine months of 2006 of $94.1 million are not directly comparable to reported revenue for the third quarter of 2005 of $34.0 million and the first nine months of 2005 of $98.1 million. Revenues on a reported basis and after giving effect to the contract amendment are presented below (in thousands): Third Quarter First Nine Months of 2005 of 2005 ------------- ----------------- Total revenues, as reported...................... $33,956 $98,116 Less pharmaceutical revenue related to basis of accounting change........................... 4,671 13,481 ------- --------- Total revenues, adjusted pro forma............... $29,285 $84,635 Management Discussion "In comparing the third quarter of 2006 with the third quarter of 2005, the Provider Services segment of our business had 7% revenue growth; and the Shared Risk(R) Refund Program and Patient Financing portion of the Consumer Services segment had revenue growth of 38%," said Jay Higham, President and CEO of IntegraMed. "The Consumer Segment of our business is anchored by the Shared Risk Refund program, which continues its outstanding growth trajectory while providing a 33% margin on a year to date basis in 2006. The contribution from this program now represents 26% of our total operating margin. This business benefits all of our stakeholders. Patients obtain a fixed price payment plan and a refund if treatment is unsuccessful. Providers obtain a powerful marketing program and the opportunity to be the exclusive provider in their market. And IntegraMed obtains strong cash flow and margins. We see this segment as one of our key factors in operating income growth in the future," said Mr. Higham. "While we have focused on expanding our network of member clinics and growing our Shared Risk Refund offerings, we have continued to control costs and have reduced G&A expenses as a percentage of contribution by approximately 3% in the first nine months of 2006 compared to the same period in 2005," continued Mr. Higham. About IntegraMed America, Inc. IntegraMed, based in Purchase, NY offers products and services to patients, providers and payers focused on the $3 billion fertility industry. IntegraMed provides business services to a national network of fertility centers; distributes pharmaceutical products and treatment financing programs directly to consumers; and operates http://www.integramed.com, a leading fertility portal. Investors' Conference Call Jay Higham, President and Chief Executive Officer and John Hlywak, Executive Vice President and Chief Financial Officer, will host an investment-community conference call on November 1, 2006 at 10:00 a.m. Eastern Time to discuss the above-mentioned results and to answer questions. To participate in the live call via telephone, please call (800) 374-0146 (domestic) or (706) 634-1307 (international). A telephone replay will be available through November 8, 2006 by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international) and entering reservation number 8989988. - more - Individuals interested in listening to the conference call via the Internet may do so by visiting the Company's web site at www.integramed.com. A replay will be available on the web site for 14 days. For further information regarding IntegraMed, this press release or the conference call, please go to IntegraMed's homepage at www.integramed.com and to IntegraMed's Investor Relations website page at www.corporate-ir.net/ireye/ir_site.zhtml?ticker=INMD&script=400. Statements contained in this press release that are not based on historical fact, including statements concerning future results, performance, expectations and expansion of IntegraMed America are forward-looking statements that may involve a number of risks and uncertainties. Actual results may differ materially from the statements made as a result of various factors, including, but not limited to, the risks associated with the Company's ability to finance future growth; the loss of significant business service contract(s); profitability at Partner practices serviced by IntegraMed America; changes in insurance coverage, government laws and regulations regarding health care or managed care contracting; and other risks, including those identified in the Company's most recent Form 10-K and in other documents filed by the Company with the U.S. Securities and Exchange Commission. All information in this press release is as of October 31, 2006 and IntegraMed undertakes no duty to update this information. - more - INTEGRAMED AMERICA, INC. CONSOLIDATED STATEMENT OF OPERATIONS (all amounts in thousands, except per share amounts)
For the For the three-month period nine-month period ended September 30, ended September 30, -------------------- ------------------- 2006 2005 2006 2005 -------- ------- ------- ------- (unaudited) (unaudited) Revenues, net of Service Rights amortization of $374 and $374 in the three-month periods of 2006 and 2005 and $1,121 and $1,121 in the nine-month periods of 2006 and 2005, respectively Provider Services .................................... $ 28,563 $ 26,779 $ 85,295 $ 78,324 Consumer Services .................................... 3,291 7,177 8,802 19,792 -------- -------- -------- -------- Total Revenues ....................................... 31,854 33,956 94,097 98,116 -------- -------- -------- -------- Costs of services and sales, including depreciation of $883, $889, $2,708, and $2,633 Provider Services .................................... 25,669 23,780 76,950 69,845 Consumer Services .................................... 2,114 6,276 5,558 17,463 -------- -------- -------- -------- Total Cost of Services and Sales ..................... 27,783 30,056 82,508 87,308 -------- -------- -------- -------- Contribution Provider Services .................................... 2,894 2,999 8,345 8,479 Consumer Services .................................... 1,177 901 3,244 2,329 -------- -------- -------- -------- Total Contribution ................................... 4,071 3,900 11,589 10,808 -------- -------- -------- -------- General and administrative expenses, including depreciation of $159, $85, $447 and $286 .......................... 3,217 3,204 9,221 8,903 Interest income ........................................... (269) (137) (750) (352) Interest expense .......................................... 174 121 532 288 -------- -------- -------- -------- Total other expenses ................................. 3,122 3,188 9,003 8,839 -------- -------- -------- -------- Income before income taxes ................................ 949 712 2,586 1,969 Income tax provision ...................................... 367 234 995 710 -------- -------- -------- -------- Net income applicable to Common Stock ..................... $ 582 $ 478 $ 1,591 $ 1,259 ======== ======== ======== ======== Basic and diluted earnings per share of Common Stock: Basic earnings per share ............................. $ 0.09 $ 0.08 $ 0.25 $ 0.21 ======== ======== ======== ======== Diluted earnings per share ........................... $ 0.09 $ 0.08 $ 0.24 $ 0.20 ======== ======== ======== ======== Weighted average shares - basic ........................... 6,459 6,105 6,460 5,988 ======== ======== ======== ======== Weighted average shares - diluted ......................... 6,569 6,321 6,570 6,183 ======== ======== ======== ========
- more - INTEGRAMED AMERICA, INC. CONSOLIDATED BALANCE SHEETS (all amounts in thousands, except share amounts)
September 30, December 31, 2006 2005 ------------- ------------ (unaudited) ASSETS Current assets: Cash and cash equivalents ...................................... $ 27,799 $ 22,521 Pharmaceutical and other receivables ........................... 355 490 Deferred taxes ................................................. 1,293 999 Other current assets ........................................... 2,933 2,768 -------- -------- Total current assets ......................................... 32,380 26,778 Fixed assets, net .............................................. 13,459 14,877 Intangible assets, net ......................................... 23,265 24,388 Other assets ................................................... 674 590 -------- -------- Total assets ................................................. $ 69,778 $ 66,633 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ............................................... $ 765 $ 917 Accrued liabilities ............................................ 9,421 8,023 Current portion of long-term notes payable and other obligations 1,504 1,500 Due to Medical Practices, net .................................. 3,848 4,949 Shared Risk Refund Program Patient deposits .................... 6,483 4,739 -------- -------- Total current liabilities .................................. 22,021 20,128 Deferred tax liabilities .......................................... 1,255 1,058 Long-term notes payable and other obligations ..................... 7,528 8,647 -------- -------- Total liabilities .......................................... 30,804 29,833 -------- -------- Commitments and Contingencies Shareholders' equity: Common stock ................................................... 65 51 Capital in excess of par ....................................... 49,939 49,747 Other comprehensive income ..................................... (11) -- Treasury stock ................................................. (44) (937) Deferred Compensation .......................................... (859) (354) Accumulated deficit ............................................ (10,116) (11,707) -------- -------- Total shareholders' equity ................................. 38,974 36,800 -------- -------- Total liabilities and shareholders' equity ................. $ 69,778 $ 66,663 ======== ========
# # # # COVER 4 filename4.txt October 31, 2006 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 RE: IntegraMed America, Inc. Report on Form 8-K Dated October 31, 2006 Gentlemen: Pursuant to regulations of the Securities and Exchange Commission, submitted herewith for filing is IntegraMed America, Inc.'s Report on Form 8-K dated October 31, 2006. This filing is being effected by direct transmission to the Commission's EDGAR System. Sincerely, /s/ John W. Hlywak, Jr. - ------------------------ John W. Hlywak, Jr. Executive Vice President and Chief Financial Officer Enclosure cc: Robert Dwyer, Esq. -----END PRIVACY-ENHANCED MESSAGE-----