0000885988-09-000047.txt : 20090807 0000885988-09-000047.hdr.sgml : 20090807 20090807144337 ACCESSION NUMBER: 0000885988-09-000047 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090807 DATE AS OF CHANGE: 20090807 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: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20260 FILM NUMBER: 09995023 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 10-Q 1 q210q06302009.htm INTEGRAMED AMERICA, INC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-20260

IntegraMed America, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	06-1150326

(State or other jurisdiction of incorporation or organization)	(IRS employer identification no.)

Two Manhattanville Road

Purchase, NY	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 (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer o	Accelerated Filer x

Non-Accelerated filer o	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o No x

The aggregate number of shares of the Registrant’s Common Stock, $.01 par value, outstanding on July 23, 2009 was approximately 8,775,000.

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INTEGRAMED AMERICA, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements


	Consolidated Balance Sheets at June 30, 2009 and December 31, 2008	3

	Consolidated Statements of Operations for the three- and six-month periods ended June 30, 2009 and 2008	4

	Consolidated Statements of Shareholders’ Equity for the six-month period ended June 30, 2009	5

	Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2009 and 2008	6

	Notes to Consolidated Financial Statements	7-15


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Submission of Matters to a Vote of Security Holders	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		27

CERTIFICATIONS PURSUANT TO RULE 13A-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002		EXHIBITS

CERTIFICATIONS PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002		EXHIBITS

INTEGRAMED AMERCIA, INC.

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share amounts)

	June 30,			December 31,
		2009			2008
		(unaudited)
ASSETS
Current Asset
Cash and cash equivalents	$	31,454		$	28,275
Patient and other receivables, net		7,646			6,681
Deferred taxes		4,352			5,744
Other current assets		6,463			6,468
Total current assets		49,915			47,168

Fixed assets, net		17,328			16,618
Intangible assets, Business Service Rights, net		21,308			21,956
Goodwill		29,478			29,478
Trademarks		4,442			4,442
Other assets		3,274			1,781
Total assets	$	125,745		$	121,443

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,864		$	2,853
Accrued liabilities		17,407			16,676
Current portion of long-term notes payable and other obligations		11,329			11,351
Due to Fertility Medical Practices		10,141			6,354
Attain IVF deferred revenue and other patient deposits		14,432			13,892
Total current liabilities		55,173			51,126

Deferred and other tax liabilities		271			696
Long-term notes payable and other obligations		16,836			18,868
Total liabilities		72,280			70,690

Commitments and Contingencies

Shareholders’ equity:
Common Stock, $.01 par value – 15,000,000 shares authorized on June 30, 2009 and December 31, 2008, respectively, 8,774,994 and 8,668,376 shares issued and outstanding on June 30, 2009 and December 31, 2008, respectively		88			87
Capital in excess of par		55,702			54,943
Accumulated other comprehensive loss		(293	)		(375	)
Treasury stock, at cost – 46,408 and 22,682 shares on June 30, 2009 and December 31, 2008, respectively		(375	)		(211	)
Accumulated deficit		(1,657	)		(3,691	)
Total shareholders’ equity		53,465			50,753
Total liabilities and shareholders’ equity	$	125,745		$	121,443

See accompanying notes to consolidated financial statements.

INTEGRAMED AMERICA, INC

CONSOLIDATED STATEMENT OF OPERATIONS

(all amounts in thousands, except per share amounts)

(unaudited)

	For the Three-month period Ended June 30,						For the Six-month period Ended June 30,
	2009			2008			2009			2008
Revenues, net
Fertility Centers	$	37,290		$	35,051		$	73,574		$	67,797
Consumer Services		5,004			4,612			10,229			8,635
Vein Clinics		13,821			10,062			24,667			18,904
Total revenues		56,115			49,725			108,470			95,336

Costs of services and sales
Fertility Centers		34,233			32,481			67,875			62,923
Consumer Services		3,843			3,357			7,556			6,315
Vein Clinics		12,539			9,349			22,631			17,869
Total costs of services and sales		50,615			45,187			98,062			87,107

Contribution
Fertility Centers		3,057			2,570			5,699			4,874
Consumer Services		1,161			1,255			2,673			2,320
Vein Clinics		1,282			713			2,036			1,035
Total contribution		5,500			4,538			10,408			8,229

General and administrative expenses		3,431			2,735			6,569			5,098
Interest income		(67	)		(112	)		(143	)		(273	)
Interest expense		269			409			566			849
Total other expenses		3,633			3,032			6,992			5,674

Income before income taxes		1,867			1,506			3,416			2,555
Income tax provision		753			602			1,382			1,030
Net income	$	1,114		$	904		$	2,034		$	1,525

Basic and diluted net earnings per share of Common Stock
Basic earnings per share	$	0.13		$	0.11		$	0.23		$	0.18
Diluted earnings per share	$	0.13		$	0.10		$	0.23		$	0.18

Weighted average shares – basic		8,772			8,600			8,767			8,570
Weighted average shares - diluted		8,831			8,684			8,829			8,652

See accompanying notes to consolidated financial statements.

INTEGRAMED AMERICA, INC.

CONOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(all amounts in thousands)

(unaudited)

	Common Stock									Treasury Shares
	Shares	Amount		Capital in Excess of Par			Accumulated Comprehensive Income			Shares		Amount			Accumulated Deficit			Total Equity
Balance at December 31, 2008	8,668	$	87	$	54,943		$	(375	)		23	$	(211	)	$	(3,691	)	$	50,753
Stock awards granted, net	142		1		(1	)		—			233		(164	)		—			(164	)
Restricted stock award and stock option expense amortization	—		—		740			—			—		—			—			740
Stock options exercised	11		—		20			—			—		—			—			20
Gain on hedging transaction	—		—		—			82			—		—			—			82
Net income for the six months ended June 30, 2009	—		—		—			—			—		—			2,034			2,034
Balance at June 30, 2009	8,821	$	88	$	55,702		$	(293	)		46	$	(375	)	$	(1,657	)	$	53,465

See accompanying notes to consolidated financial statements.

INTEGRAMED AMERICA, INC.

STATEMENT OF CASH FLOWS

(all amounts in thousands)

	For the Six-month period ended June 30,
		2009			2008
			(unaudited)
Cash flows from operating activities:
Net income	$	2,034		$	1,525
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,598			3,623
Deferred income tax provision		(590	)		(284	)
Deferred stock-based compensation		740			378

Changes in assets and liabilities —
Decrease (increase) in assets
Patient and other accounts receivable		(965	)		(885	)
Other current assets		5			351
Other assets		13			(180	)
(Decrease) increase in liabilities
Accounts payable		(989	)		960
Accrued liabilities		567			(195	)
Due to fertility medical practices		3,787			(1,718	)
Attain IVF deferred revenue and other patient deposits		540			1,078
Net cash provided by operating activities		8,740			4,653

Cash flows from investing activities:
Purchase of business service rights		—			(950	)
Cash paid to purchase VCA, net of cash acquired		—			(119	)
Purchase of other intangibles		—			(94	)
Purchase of fixed assets and leasehold improvements, net		(3,660	)		(3,608	)
Net cash used in investing activities		(3,660	)		(4,771	)

Cash flows from financing activities:
Debt repayments, net		(1,921	)		(1,436	)
Common Stock transactions, net		20			85
Net cash used by financing activities		(1,901	)		(1,351	)

Net increase (decrease) in cash and cash equivalents		3,179			(1,469	)
Cash and cash equivalents at beginning of period		28,275			23,740
Cash and cash equivalents at end of period	$	31,454		$	22,271

Supplemental Information:
Interest paid	$	520		$	472
Income taxes paid	$	3,593		$	736

See accompanying notes to consolidated financial statements.

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED 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, 2009, and the results of operations and cash flows for the interim periods presented. Operating results for the interim period are not necessarily indicative of results that may be expected for the year ending December 31, 2009. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in IntegraMed America’s Annual Report on Form 10-K for the year ended December 31, 2008.

NOTE 2 ( RESTATEMENT OF REVENUE RECOGNITION FOR ATTAIN IVF PROGRAM:

The Attain IVF program is a fertility treatment package which contains a fixed number of treatment cycles for one fixed price with the potential for a significant refund if treatment is unsuccessful. Our previous revenue recognition policy had recognized the non-refundable patient fees (generally 30% of the contract amount) as revenue upon the completion of the first treatment cycle. We now recognize the non-refundable fees based on the relationship of the fair value of each treatment to the total fair value of the treatment package available to each patient. Our policy of recognizing the refundable portion of the fee at the time of a clinical pregnancy is unchanged as is our policy of maintaining a reserve for refunds to patients who withdraw from the program after this refundable portion of their fee has been recognized as revenue. In conjunction with the modification of our revenue recognition policy regarding the non-refundable portion of program fees, we have also introduced and established a “warranty reserve” representing the estimated cost of subsequent treatment cycles due to the patient in the event of a miscarriage associated with a pregnancy on an earlier treatment cycle.

The impact of this change in accounting method on a growing revenue stream such as our Attain IVF program is to effectively defer net revenues into subsequent accounting periods while recognizing some medical treatment (warranty) costs sooner than they would have otherwise been recognized. This restatement does not impact the cash flows from operations of this program or the ultimate profits to be recognized, only the timing of the revenue recognition of the non-refundable portion of the fees and the cost of subsequent medical treatment. The cumulative effect of this change in method as of December 31, 2008, was to defer approximately $3.8 million of Attain IVF pre-tax earnings into subsequent accounting periods. We anticipate that these deferred earnings will be recognized in the Statement of Operations within the subsequent 18 months. The impact of this policy revision has been deemed to have an immaterial impact on our balance sheet and statement of cash flows. All financial statements, disclosures, tables and analysis have been updated to reflect this restatement.

The change in our statement of operations resulting from this change in accounting method for the three and six months ended June 30, 2008 is presented below (000’s, except per share amounts):

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

	Three Months Ended June 30,								Six Months Ended June 30,
		Restated 2008		Originally Reported 2008		Differences			Restated 2008		Originally Reported 2008		Differences
Revenues, Net	$	49,725	$	49,820	$	(95	)	$	95,336	$	95,473	$	(137	)
Cost of services and sales		45,187		45,173		(14	)		87,107		87,079		(28	)
Contribution		4,538		4,647		(109	)		8,229		8,394		(165	)
General and administrative expenses		2,735		2,735		—			5,098		5,098		—
Total other expense, net		297		297		—			576		576		—
Income before tax		1,506		1,615		(109	)		2,555		2,720		(165	)
Income tax provision		602		644		(42	)		1,030		1,094		(64	)
Net income	$	904	$	971		(67	)	$	1,525	$	1,626		(101	)

Basic earnings per share		0.11		0.11		—			0.18		0.19		(0.01	)
Diluted earnings per share		0.10		0.11		(0.01	)		0.18		0.19		(0.01	)

Weighted average shares – basic		8,600		8,600		—			8,570		8,570		—
Weighted average shares – diluted		8,684		8,684		—			8,652		8,652		—

For a complete description of our revenue recognition policy please refer to Note 3 – “Summary of Significant Accounting Policies” contained in our Annual Report on form 10-K for the year ended December 31, 2008.

NOTE 3 — EARNINGS PER SHARE:

The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the three month periods ended June 30, 2009 and 2008 is as follows (000's omitted, except for per share amounts):

	For the three-month period Ended June 30,				For the six-month period Ended June 30,
	2009		2008		2009		2008
Numerator
Net Income	$	1,114	$	904	$	2,034	$	1,525

Denominator
Weighted average shares outstanding (basic)		8,772		8,600		8,767		8,570
Effect of dilutive options and warrants		59		84		62		82
Weighted average shares and dilutive potential Common shares (diluted)		8,831		8,684		8,829		8,652

Basic earnings per share	$	0.13	$	0.11	$	0.23	$	0.18
Diluted earnings per share	$	0.13	$	0.10	$	0.23	$	0.18

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

For the three and six month periods ended June 30, 2009, there were 125,389 and 121,054, respectively, outstanding options to purchase shares of Common Stock which were excluded from the computation of the diluted earnings per share amount as the exercise prices of these outstanding options were greater than the average market price of the shares of Common Stock.

For the three and six month periods ended June 30, 2008, there were 118,525 and 123,252, respectively, outstanding options to purchase shares of Common Stock which were excluded from the computation of the diluted earnings per share amount as the exercise prices of these outstanding options were greater than the average market price of the shares of Common Stock.

NOTE 4 ( SEGMENT INFORMATION:

We currently report three major operating segments and a corporate office that provides shared services. These three operating segments reflect our organizational structure, lines of responsibility and management’s perspective of the organization. Each segment includes an element of overhead costs specifically associated with its operations with the corporate shared services group responsible for support functions generic to all three segments.

Performance by segment, for the three and six months ended June 30 2009 and 2008 are presented below (000’s omitted):

		Fertility Centers		Consumer Services		Vein Clinics		Corp G&A			Consolidated

For the three months ended June 30, 2009
Total Revenues, net	$	37,290	$	5,004	$	13,821	$	—		$	56,115
Cost of Services and Sales		34,233		3,843		12,539		—			50,615
Contribution		3,057		1,161		1,282		—			5,500
Operating margin		8.2%		23.2%		9.3%		0.0%			9.8%

General and Administrative		—		—		—		3,431			3,431
Interest, net		—		—		—		202			202
Income before income taxes	$	3,057	$	1,161	$	1,282	$	(3,633	)	$	1,867

Depreciation expense included above	$	1,032	$	—	$	214	$	225		$	1,471
Capital Expenditures	$	497	$	—	$	220	$	376		$	1,093
Total Assets	$	36,916	$	192	$	48,841	$	39,796		$	125,745

For the six months ended June 30, 2009
Total Revenues, net	$	73,574	$	10,229	$	24,667	$	—		$	108,470
Cost of Services and Sales		67,875		7,556		22,631		—			98,062
Contribution		5,699		2,673		2,036		—			10,408
Operating margin		7.7%		26.1%		8.3%		0.0%			9.6%

General and Administrative		—		—		—		6,569			6,569
Interest, net		—		—		—		423			423
Income before income taxes	$	5,699	$	2,673	$	2,036	$	(6,992	)	$	3,416

Depreciation expense included above	$	2,089	$	1	$	419	$	441		$	2,950
Capital Expenditures	$	2,717	$	—	$	383	$	560		$	3,660
Total Assets	$	36,916	$	192	$	48,841	$	39,796		$	125,745

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

		Fertility Centers			Consumer Services			Vein Clinics			Corp G&A			Consolidated

For the three months ended June 30, 2008
Total Revenues, net	$	35,051		$	4,612		$	10,062		$	—		$	49,725
Cost of Services and Sales		32,481			3,357			9,349			—			45,187
Contribution		2,570			1,255			713			—			4,538
Operating margin		7.3	%		27.2	%		7.1	%		0.0	%		9.1	%

General and Administrative		—			—			—			2,735			2,735
Interest, net		(43	)		—			3			337			297
Income before income taxes	$	2,613		$	1,255		$	710		$	(3,072	)	$	1,506

Depreciation expense included above	$	1,114		$	—		$	190		$	200		$	1,504
Capital Expenditures	$	2,053		$	—		$	150		$	174		$	2,377
Total Assets	$	43,101		$	2,101		$	45,658		$	23,705		$	114,565

For the six months ended June 30, 2008
Total Revenues, net	$	67,797		$	8,635		$	18,904		$	—		$	95,336
Cost of Services and Sales		62,923			6,315			17,869			—			87,107
Contribution		4,874			2,320			1,035			—			8,229
Operating margin		7.2	%		26.9	%		5.5	%		0.0	%		8.6%

General and Administrative		—			—			—			5,098			5,098
Interest, net		(109	)		—			2			683			576
Income before income taxes	$	4,983		$	2,320		$	1,033		$	(5,781	)	$	2,555

Depreciation expense included above	$	2,191		$	1		$	373		$	410		$	2,975
Capital Expenditures	$	2,718		$	—		$	597		$	293		$	3,608
Total Assets	$	43,101		$	2,101		$	45,658		$	23,705		$	114,565

NOTE 5 – CASH AND CASH EQUIVALENTS:

Cash and cash equivalents consist of cash, short term marketable securities and accrued interest on these securities. To the extent that cash balances exceed short term operating needs, excess cash is invested in short term interest bearing instruments. It is our policy to restrict our investments to high-quality securities with fixed maturity dates and principle amounts. The composition of our cash and cash equivalents as of June 30, 2009 and December 31, 2008 is as follows (000’s omitted):

	June 30,		December 31,
	2009		2008
		(unaudited)
Cash	$	16,934	$	26,865
Short term investments		14,450		1,400
Accrued interest income		70		10
Total cash and cash equivalents	$	31,454	$	28,275

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 6 – PATIENT AND OTHER RECEIVABLES, NET:

Patient and other receivables are principally comprised of gross patient and insurance receivables from our Vein Clinics segment which represent outstanding balances due for patient treatments less estimated allowances for insurance contractual agreements and uncollectible balances. Insurance contractual allowances are calculated based on recent allowance trends stratified by major payor category and uncollectible reserves are based on both historical trends and specific identification of specific accounts.

For the periods ended June 30, 2009 and 2008, we believe that our receivable reserves were adequate to provide for any contractual or collection issues.

The composition of our patient and other receivables as of June 30, 2009 and December 31, 2008 is as follows (000’s omitted):

	June 30,			December 31,
	2009			2008
	(unaudited)
Vein Clinic patient and insurance receivables	$	14,049		$	12,865
Reserve for insurance contractual allowance		(3,704	)		(3,866	)
Reserve for uncollectible accounts		(2,891	)		(2,648	)
Subtotal Vein Clinic receivables, net		7,454			6,351
Other receivables		192			330
Total Patient and other receivables, net	$	7,646		$	6,681

NOTE 7– INTANGIBLE ASSETS:

Business Service Rights consist of fees and expenses paid in conjunction with service contracts associated with our Fertility Centers Partner program. These service contracts typically have ten to twenty five year initial lives with the associated service fees on some contracts refundable upon contract termination. We amortize our non-refundable Business Service Rights over the life of their applicable contract. Refundable Business Service Rights, which totaled approximately $6.1 million as of June 30, 2009, are not amortized because these funds will be returned to us upon contract termination.

Goodwill consists of amounts paid related to the acquisition of Vein Clinics of America, Inc. in excess of the fair value of net assets and liabilities acquired. We do not amortize our goodwill.

Trademarks are comprised of valuations assigned to assets associated with the Vein Clinics of America, Inc. acquisition as well as costs associated with our other trademark and service mark rights. We do not amortize our trademarks as they have an indefinite useful life.

We test all our individual intangible assets for impairment on a regular basis. To date no impairment has been incurred and therefore no impairment charges have been recognized in our financial statements.

NOTE 8 – DUE TO FERTILITY MEDICAL PRACTICES:

Due to Fertility Medical Practices is comprised of the net amounts owed by us to medical practices contracted as Fertility Centers. We do not consolidate the results of the Fertility Centers into our accounts. This balance is comprised of amounts due to us by the medical practices for funds, which we advanced for use in financing their accounts receivable, less balances owed to the medical practices by us for undistributed physician earnings and patient deposits we hold on behalf of the medical practices.

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As of June 30, 2009 and December 31, 2008, Due to Fertility Medical Practices was comprised of the following balances (000’s omitted):

	June 30,			December 31,
	2009			2008
	(unaudited)
Advances to Medical Practices	$	(16,285	)	$	(17,121	)
Undistributed Physician Earnings		4,690			3,205
Physician Practice Patient Deposits		21,736			20,270
Due to Fertility Medical practices, net	$	10,141		$	6,354

NOTE 9 ( NOTES PAYABLE AND OTHER OBLIGATIONS:

Notes payable and other obligations as of June 30, 2009 and December 31, 2008 consisted of the following (000’s omitted):

	June 30,			December 31,
	2009			2008
	(unaudited)
Term Loan	$	19,928		$	21,809
Revolving Line of Credit		7,500			7,500
Derivative Fair valuation adjustment		477			609
Obligations under capital lease		260			301

Total notes payable and other obligations	$	28,165		$	30,219
Less — current portion		(11,329	)		(11,351	)

Long-term notes payable and other obligations	$	16,836		$	18,868

Our term loan and revolving line of credit are financed by Bank of America and are collateralized by substantially all of our assets. As of June 30, 2009 and December 31, 2008, we were in full compliance with all applicable debt covenants

NOTE 10 – STOCK-BASED EMPLOYEE COMPENSATION:

We currently have three stock option plans which have been previously approved by the stockholders. All three plans are described more fully in Note 19 of the financial statements in our most recent Annual Report on Form 10-K. Under these plans, stock options and stock grants may be granted to employees, directors and such other persons as the Board of Directors determines will contribute to our success. Vesting periods are set by the Board of Directors and stock options are generally exercisable during a ten-year period following the date of grant. The Board of Directors has the authority to accelerate the maturity of any stock option or grant at its discretion, and all stock options and grants have anti-dilution provisions. Under all of our plans, options expire three months from the date of the holder’s termination of employment or twelve months in the event of disability or death. As of June 30, 2009, there were 464,933 shares available for granting under these Plans.

The following table sets forth information about the weighted-average fair value of options granted in 2008, and the fair value assumptions used. No options have been granted during 2009 to date:

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

	For the three-month period Ended June 30,					For the six-month period Ended June 30,
	2009		2008			2009		2008
Fair value of options granted		N/A	$	8.06			N/A	$	8.45
Dividend yield		N/A		0.0	%		N/A		0.0	%
Expected volatility		N/A		51.7	%		N/A		51.8	%
Risk free interest rate		N/A		4.0	%		N/A		4.0	%
Expected term in years		N/A		6.31			N/A		6.30

We recognize compensation cost for stock option plans over the vesting period which approximates the service period, based on the fair value of the option as of the date of the grant.

Stock option activity for the two quarters of 2009 under these plans is summarized below:

	Number of shares of Common Stock underlying options		Weighted Average Exercise Price
Options outstanding at December 31, 2008		227,016	$	5.78
Granted		—		—
Exercised		11,175	$	1.84
Canceled		—		—

Options outstanding at June 30, 2009		215,841	$	5.98

Options exercisable at:
December 31, 2008		99,171	$	2.34
June 30, 2009		92,944	$	2.87

The aggregate intrinsic value (difference between exercise price and current value of our common stock) of options outstanding and exercisable as of June 30, 2009 and December 31, 2008 was approximately $408,000 and $333,000, respectively.

We recorded a charge to earnings to recognize compensation expense related to outstanding stock options of $46,000 and $95,000 for the three and six months ended June 30, 2009, respectively, and $4,000 and $6,000 for the three and six months ended June 30, 2008, respectively. As of June 30, 2009, we had approximately $542,000 of unrecognized compensation costs related to stock options which will be recognized over their remaining vesting period, which approximates the service period.

We also issue restricted stock grants to officers and members of the Board of Directors. Stock granted to Board members vests immediately and stock granted to officers generally vests over a period of three to five years. Our General and Administrative expense includes compensation costs recognized in connection with these restricted stock grants of $308,000 and $645,000 for the three and six month periods ended June 30, 2009, respectively, and $216,000 and $367,000 for the three and six months ended June 30, 2008, respectively. As of June 30, 2009, we had approximately $1,653,000 of unrecognized compensation costs related to stock grants which will be recognized over their vesting period, which approximates the service period.

NOTE 11 —INTEREST RATE HEDGING TRANSACTION:

In the normal course of business we are exposed to the risk that our earnings and cash flows could be adversely impacted by market driven fluctuations in the level of interest rates. It is our policy to manage these risks by using a mix of fixed and floating rate debt and derivative instruments.

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

In conjunction with our term loan agreement, executed during the third quarter of 2007, we entered into an interest rate swap agreement on a portion of that loan. This swap agreement is designed to hedge risks associated with a portion of our principle floating rate debt.

As a result of this agreement, our net income for the three and six months ended June 30, 2009 included additional pre-tax financing costs of $68,000 and $163,000, respectively. We also expect to record additional pre-tax financing costs of approximately $300,000 related to this swap agreement over the coming twelve months, given current interest rate forecasts (these financing costs are expected to be offset by lower interest rates on the portion of the underlying term loan not covered by the interest rate swap).

In addition to the costs included in our reported net income, recording this hedge at fair value also generated a non-recognized tax effected gain of $32,000 and $82,000 for the three and six months ended June 30, 2009, respectively. Recording the fair value of this hedge has also generated a non-recognized tax-effected loss of approximately $293,000 since its inception, which is reported as part of our comprehensive income. The fair value of this hedge was calculated in accordance with SFAS No. 157 – Fair Value Measurements, utilizing Level 2 inputs of quoted prices for similar liabilities in active markets.

We deem this hedge to be highly effective as it shares the same termination date and amortization schedule as the underlying debt subject to the hedge and the change in fair value inversely mimics the appropriate portion of the hedged item. As of June 30, 2009, we had no other hedge or derivative transactions.

The following table summarizes total comprehensive income (loss) for the applicable periods (000’s omitted):

	For the three-month period Ended June 30,				For the six-month period Ended June 30,
	2009		2008		2009		2008
Net income as reported	$	1,114	$	904	$	2,034	$	1,525
Net income (loss) on derivative transactions		32		54		82		(139	)

Total comprehensive income	$	1,146	$	958	$	2,116	$	1,386

NOTE 12— LITIGATION:

From time to time, we are party to legal proceedings in the ordinary course of business. As of June 30, 2009, none of these proceedings is expected to have a material adverse effect on our financial position, results of operations or cash flows.

NOTE 13 ( RECENT ACCOUNTING STANDARDS:

In April 2009, the FASB issued FASB Staff Position FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business combination That Arise from Contingencies”. FSP 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from pre-acquisition contingencies, be recognized at fair value at the acquisition date, if fair value can be determined during the measurement period. If the acquisition date fair value cannot be determined, the guidance in FASB Statement No. 5, Accounting for Contingencies (FASB ASC 450), and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss (FASB ASC 450-20), should be applied. The FSP also eliminates the requirement to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date and requires that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with Statement 141 (R). The FSP is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Adoption of the FSP did not have a material impact on our financial statements.

In April 2009, the FASB also issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying

INTEGRAMED AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Transactions That Are Not Orderly”. The FSP provides additional guidance for estimating fair value in accordance with Statement 157, when the volume and level of activity for the asset or liability have significantly decreased. The FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The FSP is effective for interim and annual reporting periods after June 15, 2009. Adoption of the FSP did not have a material impact on our financial statements.

In April 2009, the FASB issued FASB Staff Position No. SFAS 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires quarterly disclosure of information about the fair value of financial instruments within the scope of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments.” FSP FAS 107-1 and APB 28-1 has an effective date requiring adoption by the third quarter of 2009 with early adoption permitted. The adoption of FAS 107-1 and APB 28-1 will not have a material impact on our consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 will become effective in the third quarter of 2009. The adoption of SFAS 165 will not have a material impact on our consolidated financial statements. In accordance with SFAS No. 165, the Company evaluated all events and transactions that occurred after June 30, 2009 up through August 7, 2009, the date the Company issued these consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140”. The Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (FASB ASC 860) and will significantly change how entities account for transfers of financial assets. Statement 166 eliminates the qualifying special purpose entity (QSPE) concept. All QSEP’s will be subject to the consolidation considerations of Statement 167. The new standard also includes a number of changes and clarifications that restrict the ability of companies to derecognize financial assets. A transfer of financial assets that does not meet the criteria for derecognition is treated as a secured financing rather than a sale. In addition, the new standard requires disclosures aimed at improving the transparency of any continuing involvement with transfers of financial assets, the nature of any restrictions on the transferor’s assets that relate to a transferred financial asset, and how a transfer of financial assets affects the company’s balance sheet, earnings, and cash flows. Statement 166 applies to all transfers of financial assets occurring in the first fiscal year beginning after November 15, 2009 and in interim periods in those years. Adoption of Statement 166 will not have a material impact on our financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amends FASB Interpretation No. 46(revised December 2003) to address the elimination of the concept of a qualifying special purpose entity. SFAS 167 also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, SFAS 167 provides more timely and useful information about an enterprise’s involvement with a variable interest entity. SFAS 167 will become effective in the first quarter of 2010. The adoption of SFAS 167 will not have a material impact on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification ^TM and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”), which establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. SFAS 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under federal securities laws as authoritative GAAP for SEC registrants. SFAS 168 will become effective in the fourth quarter of 2009 and will not have a material impact on our consolidated financial statements.

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 report and with IntegraMed America, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008.

Forward Looking Statements

This Form 10-Q and discussions and/or announcements made by or on behalf of us, contain certain forward-looking statements regarding events and/or anticipated results within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the attainment of which involves various risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as, "may", "will", "expect", "believe", "estimate", "anticipate", "continue", or similar terms, variations of those terms or the negative of those terms. Our actual results may differ materially from those described in these forward-looking statements due to the following factors: our ability to acquire additional fertility Partner agreements or open additional vein clinics, our ability to raise additional debt and/or equity capital to finance future growth, the loss of significant Partner agreement(s), the profitability or lack thereof at fertility centers or vein clinics serviced by us, increases in overhead due to expansion, the exclusion of fertility services or vein care from insurance coverage, government laws and regulation regarding health care, changes in managed care contracting, and the timely development of and acceptance of new fertility or vein treatment technologies and techniques. We are under no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements whether as a result of new information, future events or otherwise.

Business Overview

IntegraMed America is a specialty healthcare services company offering products and services to patients and providers in the fertility and vein segments of the healthcare industry. We deliver these products and services through three main operating divisions.

Our Fertility Centers Division is a provider network comprised of eleven contracted fertility centers, referred to as our Partner Program, located in thirteen major markets across the United States. IntegraMed offers products and services to these providers designed to support the fertility center’s growth. All fertility Partners also have full access to our Consumer Services offerings (described below). The division also supports a Council of Physicians and Scientists and a captive insurance company which provides malpractice insurance to member physicians.

Our Consumer Services Division offers products directly to fertility patients. The division’s Attain IVF program and financing products are designed to make the treatment process easier and more affordable for patients. The division maintains a contracted network of 22 independent fertility clinics under its Affiliate program which are designed to distribute the division’s products and services to a wider group of patients than those serviced by our Fertility Center locations.

Our Vein Clinics Division provides business and management services to a network of 34 clinics located in 13 states which specialize in the treatment of vein disease and disorders.

The primary elements of our business strategy include:

•

Expanding our network of fertility and vein clinics into new major markets;

•

Increasing sales of Attain IVF and our treatment financing products to fertility patients;

•

Increasing revenues and profits at contracted fertility centers and consolidated vein clinics; and

•

Leveraging corporate general and administrative costs over a larger base of operations

The business strategy of our Fertility Centers Division is to leverage our deep expertise and commitment to improved fertility center performance by providing the best value-specific offerings designed to manage and grow the center within the context of a long-term relationship. The business strategy of our Consumer Services Division is to provide products and services that make obtaining high quality fertility treatment easier and more affordable for patients. The business strategy of the Vein Clinics Division is to

provide technologically advanced care for varicose veins and other vein diseases to an underserved population through the opening of additional clinics, and growing patient volume and increasing productivity and profitability at established clinics.

Major Events Impacting Financial Condition and Results of Operations

2009

On April 20, 2009, we announced the opening of a new Vein Clinic treatment center in Cleveland, OH. This represents the 34th clinic in our Vein Clinics Division, our entry into the Cleveland market and expansion of our presence in the State of Ohio.

On April 1, 2009, we elected to exercise the option contained in our Business Service Agreement with Arizona Reproductive Medicine Specialists (ARMS), based in Phoenix, AZ, and expand our service offerings from a limited range of services to those offered to our other fertility Partners.

On January 20, 2009, we announced the opening of a new Vein Clinic treatment center in Cincinnati, OH. This represents the 33rd clinic in our Vein Clinics Division and our first entry into the State of Ohio and the Cincinnati market.

2008

From June 2008 through March 2009, the annual 2007 and the 2008 periodic interim reports of IntegraMed America, Inc. and Subsidiaries were the subject of a standard comment and review process by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”). The application of generally accepted accounting principles to the Company’s Attain IVF program’s multiple element revenue arrangements is complex and management’s interpretation of the applicable authoritative literature related to the timing of the recognition of the fair value of revenue for the non-refundable portion of the Attain IVF program fees differed from that of the SEC which caused us to re-evaluate the Company’s revenue recognition policies. As a result, the Company restated its prior financial statements with respect to the timing of revenue recognition for its Attain IVF program (formerly Shared Risk Refund program) within its Consumer Services Division. Our previous revenue recognition policy had generally recognized the non-refundable patient fees (generally 30% of the contract amount) as revenue upon the completion of the first treatment cycle. We now recognize the non-refundable fees based on the relationship of the fair value of each treatment to the total fair value of the treatment package available to each patient. We also recognize a “warranty reserve” representing the estimated cost of services to be provided in the event a qualified patient miscarries. This restatement does not impact the cash flows from operations of this program or the ultimate profits to be recognized, only the timing of the revenue recognition for a portion of the fees that we collect from our customers. All financial statements, disclosures, tables and analysis have been updated to reflect this restatement. See Note 2 to the consolidated financial statements for additional information.

On July 10, 2008, we entered into a Business Services Agreement to supply a limited range of business, marketing and facility services to Arizona Reproductive Medicine Specialists (ARMS), based in Phoenix, AZ. Under the terms of this 25-year agreement, we were initially contracted to provide a limited range of business services to ARMS with the option to expand our service offering at any time during the agreement (as described above, the option was exercised on April 1, 2009). Our initial fees were comprised of a fixed percentage of revenues. Following exercise of the option, the agreement provides for our normal three part fee structure.

On June 23, 2008, we announced that we entered into a new Affiliate services contract with the University of North Carolina (“UNC”) School of Medicine’s Department of Obstetrics and Gynecology in Chapel Hill, North Carolina. As an Affiliate, UNC School of Medicine’s Department of Obstetrics and Gynecology receives distribution rights to IntegraMed’s consumer products and services. In addition, UNC School of Medicine’s Department of Obstetrics and Gynecology has the right to receive other products and services uniquely designed to support the business needs of successful, high-growth fertility centers.

On June 5, 2008, we announced the opening of a new Vein Clinic location in Marietta, Georgia. This clinic is IntegraMed’s fourth vein clinic in Georgia and this newly completed, state-of-the-art clinic, outfitted with the latest in laser and other vein treatment technologies is uniquely positioned to deliver the highest level of patient care available in the area.

On April 29, 2008, we announced the opening of a new Vein Clinic treatment center in Alexandria, Virginia. This addition to our Vein Clinics Division will provide focused vein care treatment solutions to the Washington, D.C. metropolitan area.

On April 24, 2008, we entered into a Business Services Agreement to supply a complete range of business, marketing and facility services to the Southeastern Fertility Centers, P.A., located near Charleston, South Carolina. Under the terms of this 25-year agreement, our service fees are comprised of reimbursed costs of services, a tiered percentage of revenues, and an additional fixed percentage of the practice’s earnings. We also committed up to $0.6 million to fund any necessary capital needs of the practice.

On April 1, 2008, we entered into an Affiliate services contract with OU Physicians Reproductive Health in Oklahoma City, Oklahoma. As a result of this agreement, OU Physicians Reproductive Health provides another opportunity for our Consumer Services Division to distribute their product offerings in support of this successful fertility center.

Results of Operations

The following table shows the percentage of net revenue represented by various expenses and other income items reflected in our statements of operations for the three-month periods ended June 30, 2009 and 2008:

	For the three-month period Ended June 30,						For the six-month period Ended June 30,
	2009			2008			2009			2008
Revenues, Net
Fertility Centers		66.5	%		70.5	%		67.8	%		71.1	%
Consumer Services		8.9	%		9.3	%		9.4	%		9.1	%
Vein Clinics		24.6	%		20.2	%		22.7	%		19.8	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%

Cost of services and sales
Fertility Centers		61.1	%		65.3	%		62.5	%		66.1	%
Consumer Services		6.8	%		6.8	%		7.0	%		6.6	%
Vein Clinics		22.3	%		18.8	%		20.9	%		18.7	%
Total cost of services and sales		90.2	%		90.9	%		90.4	%		91.4	%

Contribution
Fertility Centers		5.4	%		5.2	%		5.4	%		5.0	%
Consumer Services		2.1	%		2.5	%		2.5	%		2.5	%
Vein Clinics		2.3	%		1.4	%		1.9	%		1.1	%
Total contributions		9.8	%		9.1	%		9.6	%		8.6	%

General and administrative expenses		6.1	%		5.5	%		6.0	%		5.3	%
Interest income		(0.1	)		(0.2	)%		(0.1	)		(0.3	)%
Interest expense		0.5	%		0.8	%		0.5	%		0.9	%
Total other expenses		6.5	%		6.1	%		6.4	%		5.9	%

Income before income taxes		3.3	%		3.0	%		3.2	%		2.7	%
Income tax provision		1.3	%		1.2	%		1.3	%		1.1	%
Net income		2.0	%		1.8	%		1.9	%		1.6	%

Three and Six Months Ended June 30, 2009 Compared to the Three and Six Months Ended June 30, 2008

Revenues

For the three months ended June 30, 2009, total revenues of $56.1 million increased approximately $6.4 million, or 13%, from the same period in 2008. Approximately $3.8 million of this increase came from our Vein Clinics Division, $2.2 million from our Fertility Centers Division and the remainder from our Consumer Services Division.

For the six months ended June 30, 2009, total revenues of $108.5 million increased approximately $13.1 million, or 14%, from the same period in 2008. Approximately $5.8 million of this increase was generated by our Vein Clinics Division, $5.8 million from our Fertility Centers Division and $1.5 million from our Consumer Services Division.

A segment-by-segment discussion is presented below.

Fertility Centers Segment

In providing clinical care to patients, each of our fertility centers generates patient revenue which we do not report in our financial statements. Although we do not consolidate the physician fertility practice financials with our own, these financials do directly affect our revenues.

The components of our revenue from each of the fertility centers are:

•

A Base Service fee calculated as a percentage of patient revenue as reported by the center (this percentage varies from 6% down to 3% depending on the level of patient revenues);

•

Cost of Services equal to reimbursement for the expenses which we advanced to the center during the month (representing substantially all of the expenses incurred by the practice) and;

•

Our Additional fees which represent our share of the net income of the center (which varies from 10% to 20% or a fixed amount depending on the underlying center).

In addition to these revenues generated from our Fertility Centers, we often receive miscellaneous other revenues related to providing services to medical practices. From the total of our revenues, we subtract the annual amortization of our Business Service Rights, which are the rights to provide Business Services to each of the centers.

During the second quarter of 2009, Fertility Center revenues increased by $2.2 million or 6.4% from the same period in 2008. This increase was primarily driven by a 3.2% rise in same-center fertility revenue as well as the addition of two new Partner contracts, in April and July 2008, which were responsible for $1.2 million of the increase in revenue. During the first six months of 2009, Fertility Center revenues increased by $5.8 million relative to the same period in the prior year. This increase was the result of a 5.0% rise in same-center revenue as well as $2.5 million of revenue from the two new Partner contracts.

The table below illustrates the components of Fertility Centers’ revenue in relation to the physician practice financials for the first three and six months of 2009 compared to 2008:

	For the three-month period Ended June 30,						For the six-month period Ended June 30,
	2009			2008			2009			2008
	(unaudited)						(unaudited)
	Providers			Providers			Providers			Providers
Physician Financials
(a) Patient revenue	$	51,482		$	48,515		$	99,887		$	92,264
(b) Cost of services		33,457			31,740			66,287			61,504
(c) Base service fee		2,408			2,201			4,686			4,237
(d) Practice contribution (a-b-c)		15,617			14,574			28,914			26,523
(e) Physician compensation		13,895			13,201			25,718			23,898
(f) IntegraMed additional fee		1,722			1,374			3,196			2,625

IntegraMed Financials
(g) IntegraMed gross revenue (b+c+f)		37,587			35,315			74,169			68,366
(h) Amortization of business service rights		(324	)		(324	)		(648	)		(648	)
(i) Other revenue		27			60			53			79
(j) IntegraMed fertility services revenue (g+h+i)	$	37,290		$	35,051		$	73,574		$	67,797

New Patients Visits, which are an indicator of initial patient interest in fertility treatment, rose 9% and 10%, respectively, in the three and six months ending June 30, 2009 versus the year earlier period. Likewise, IVF Cycle volume, which is an indicator of billable charges, rose by 3% and 8% during the same three and six month periods relative to the prior year. These key Fertility Center metrics are presented below:

	Q2 2009	Q2 2008	Change	% Change	YTD 2009	YTD 2008	Change	% Change
Revenues (000’s)	37,290	35,051	2,239	6%	73,574	67,797	5,777	9%
Operating Income (000’s)	3,057	2,570	487	19%	5,699	4,874	825	17%
New Patient Visits	7,089	6,516	573	9%	14,068	12,771	1,297	10%
IVF Cycles	3,547	3,430	117	3%	7,190	6,650	540	8%

Consumer Services Segment

Revenues from our Consumer Services Division increased by 8.5%, or $0.4 million, and 18.5%, or $1.5 million, respectively, for the three and six months ended June 30, 2009 versus the same periods in the prior year. Attain IVF revenues accounted for approximately 94% of the divisions revenues during the second quarter and first six months of 2009, up from approximately 93% for the same periods in 2008. Patients enrolled in the Attain IVF program pay us an upfront fee (deposit) in return for up to six treatment cycles. Any non-refundable portion of these fees are recognized as revenue based on the relative fair value of each treatment cycle completed relative to the total fair value of the contracted treatment package available to the patient. The refundable portion of the program enrollment fee is recognized as revenue when the patient becomes pregnant.

At the time of pregnancy we also establish a reserve for future medical costs should the patient miscarry and require additional contracted treatment cycles as well as a reserve for potential refunds should a patient elect to discontinue participation in the program prior to full treatment. The two main factors that impact Attain IVF financial performance are:

•

The number of patients enrolled and receiving treatment

•

Clinical pregnancy rates

Applications for entrance into our Attain IVF Program decreased by 5% in the second quarter of 2009 versus the prior year, and increased by 4.0% for the six months ending June 30, 2009 relative to the same period in 2008. Likewise, enrollments decreased in the second quarter of 2009 versus the second quarter of 2008, but were even on a six-month to six-month comparison. These key Consumer Services metrics are presented below:

	Q2 2009	Q2 2008	Change	% Change	YTD 2009	YTD 2008	Change	% Change
Revenue (000’s)s	5,004	4,612	392	8%	10,229	8,635	1,594	18%
Operating Income (000’s)	1,161	1,255	(94)	(7)%	2,673	2,320	353	15%
Applications	519	546	(27)	(5)%	1,068	1,027	41	4%
Enrollments	239	280	(41)	(15)%	492	492	—	0%

Our Affiliate program generated revenues of $311,000 and $625,000, respectively, during the second quarter and first half of 2009, up slightly from $304,000 and $587,000, respectively, from the prior year periods. This increase in revenue is attributable to pricing adjustments for the program’s services. As of June 30, 2009, this network was comprised of 22 independent fertility clinics, the same as in the year earlier period, which serve as a distribution channel for our Consumer Services products as well as a recruitment program for future Partner clinics.

Pharmaceutical revenue was $8,000 and $16,000, respectively, for the three and six months ended June 30, 2009, compared to $34,000 and $68,000, respectively, during the same periods in the prior year. As previously disclosed, this segment of our Consumer offerings has been experiencing eroding volume and margins due to long term structural changes in the fertility areas of the pharmaceutical market. We have discontinued offering these pharmaceutical products as of June 30, 2009, as our contractual commitment to do so expired.

Vein Clinics Segment

Revenues for the three and six months ended June 30, 2009 were $13.8 million and $24.7 million, respectively, up 37.4%, or $3.8 million, and 30.5%, or $5.8 million from the comparable periods in 2008. Revenues in this segment are generated from direct billings to patients or their insurer for vein disease treatment services and this patient revenue is consolidated directly into our financials.

The increased revenue in the second quarter was comprised of $0.2 million generated by three new clinics which were opened during the first quarter of 2009, with the remaining $3.6 million increase from clinics which had been operating for over a year. The three new Vein Clinics opened during the first quarter of 2009 accounted for $1.1 million of six-month periods increase, with the remaining $4.7 million generated by legacy clinics.

To date in 2009, we have opened new Vein Clinics locations in Cincinnati and Cleveland, marking our entry into the state of Ohio and these two new markets. These additional clinics bring the total number of vein clinics to 34, or 3 additional operating clinics opened since the second quarter of 2008. These three new clinics accounted for $0.3 million and $1.1 million of the quarterly and six-month growth in revenues noted above, with the remaining increase in revenues generated by organic growth in clinics opened for over one year.

We continue to target the opening of two or three additional new vein clinics in locations across the country during the remainder of 2009; however this pace could be affected by challenges in physician recruitment. To address this issue we have assembled a physician recruitment task force to develop a strategy and plan to raise the profile of the vein care career opportunity to high-quality physicians across the country.

New Consultations, which are an indication of patient interest in vein care treatment, rose 34% in the second three months of 2009 relative to the year earlier period and 43% for the first six months of 2009 versus the year earlier period. First Leg Starts, which signifies the beginning of a billable treatment cycle rose 33% and 32% for the quarter and year-to-date versus the comparable periods in 2008. These key quarter-to-quarter operational metrics for our Vein Clinics Division are presented below:

	Q2 2009	Q2 2008	Change	% Change	YTD 2009	YTD 2008	Change	% Change
Revenues (000’s)	13,821	10,062	3,759	37%	24,667	18,904	5,763	30%
Operating Income (000’s)	1,282	713	569	80%	2,036	1,035	1,001	97%
New Consultations	4,585	3,423	1,162	34%	7,706	5,384	2,322	43%
First Leg Starts	2,085	1,573	512	33%	3,659	2,781	878	32%

Contribution

Our 2009 second quarter contribution of $5.5 million increased 21% from the same period in 2008. For the first six months of 2009, contribution increased from $8.2 million in 2008 to $10.4 million in 2009, or an increase of 26%. A segment-by-segment discussion is presented below.

Fertility Centers Segment

Fertility Center contribution of $3.1 million in the second quarter of 2009 was up $0.5 million, or 19%, from the second quarter of 2008, based on a 9% rise in revenue. This increase is comprised of $0.1 million from new Partners and $0.4 million from legacy Partner clinics. Contribution for the first six months of 2009 rose $0.8 million, or 17%, from the prior year period based on a 9% rise in revenue. During the first six months of 2009, $0.3 million of contribution was attributable to our new Partners and $0.6 million was attributable to our legacy Partner centers, which were offset slightly by a $0.1 million rise in division administrative overhead. The rise in contribution is attributed to improved operating margins that are the result of division wide cost controls implemented early in 2009.

Consumer Services Segment

Contribution from our Consumer Services segment was $1.2 million in the second quarter of 2009, compared to $1.3 million in the same period in the prior year. This dip was the result of a modest 2.5% decline in pregnancy success rates during the second quarter of 2009 relative to the second quarter of 2008 when rates were at the high end of our expectations.

Contribution for the six-months ended June 30, 2009 was $2.7 million versus $2.3 million in the year earlier period. This increase is the result of a 10% increase in outcomes during the first six months of 2009 versus the same period in 2008, and a 5% increase in pregnancy success rates during the same period.

Vein Clinics Segment

For the second quarter of 2009, contribution from our Vein Clinics Division was $1.3 million, or 9.3% of Vein Clinic revenues. This compares to contribution of $0.7 million, or 7.1% of revenues in the same period in the prior year. For the first six months of 2009, Vein Clinic contribution of $2.0 million or 8.3% of revenue compares to $1.0 million or 5.5% of revenue in the first six months of 2008. The improved performance for both the quarter and six month period is largely attributable to the additional operational and marketing infrastructure put in place during 2008. This infrastructure allowed the division to conduct ongoing direct-to-consumer marketing initiatives and provided the resources necessary to service the resulting increase in patient flow.

General and Administrative Expenses

General and Administrative (“G&A”) expenses are comprised of salaries and benefits, administrative, regulatory compliance, and operational support costs defined as our Shared Services group, which are not specifically related to individual clinical operations or other product offerings. These costs totaled $3.4 million in the second quarter of 2009, and $6.6 million for the first six months of 2009, an increase from the $2.7 million and $5.1 million recorded in the same periods of the prior year. The increased G&A costs in both the quarter and six-month periods is attributable to higher service and infrastructure activities designed to provide operational support to our three growing business segments. We continue to actively manage G&A expenses in an effort to leverage our Support Services group and extract economies of as those opportunities arise.

Interest

Net interest expense in the second quarter of 2009 totaled $202,000, compared to $297,000, during the same period in the prior year. Net interest expense was $423,000 for the first six months of 2009 as compared to net interest expense of $576,000 in the first six months of 2008. The reduction in net interest expense for both the quarterly and six month periods is the result of scheduled debt repayments which reduced our outstanding loan balances coupled with lower market interest rates on certain portions of the remaining balances.

Income Tax Provision

Our provision for income tax was approximately $1.4 million for the six months ended June 30, 2009, or 40.5% of pre-tax income. This is compared to approximately $1.0 million, or 40.3%, of pre-tax income during the same period last year. For the second quarter of 2009, the income tax provision was approximately $0.8 million, or 40.3% of pre-tax income, compared to $0.6 million, or 40.0% of pre-tax income in the second quarter of 2008. Our effective tax rates for 2009 and 2008 reflect provisions for both current and deferred federal and state income taxes. The effective income tax rate for the six months ended June 30, 2009 and 2008 includes additional interest for tax exposure items.

Effective January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting and disclosure for uncertainty in income taxes. The adoption of this interpretation did not have a material impact on our financial statements. At June 30, 2009, the total gross unrecognized tax benefits were approximately $271,000, and the total unrecognized tax benefits (net of federal effect) were approximately $191,000. Interest on unrecognized tax benefits as of June 30, 2009 was approximately $39,000. We do not anticipate that any of our net unrecognized tax benefits will become recognized over the next year due to expirations in the statute of limitations.

We file income tax returns in the U.S. federal jurisdiction and various states. For federal income tax purposes, our 2007 and 2008 tax years remain open for examination by the tax authorities due to the recent completion of an IRS examination. For state tax purposes, our 2004 through 2008 tax years remain open for examination by the tax authorities under a four year statute of limitations.

Off-Balance Sheet Arrangements

FASB Interpretation No. 46 (FIN 46R) "Consolidation of Variable Interest Entities" ("VIE's") addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. As of June 30, 2009, through the acquisition of Vein Clinics of America, Inc, we have interests in the individual vein clinics, where we are the primary beneficiary and obligor of their financial results (our contract provides for us to receive any excess or deficit profits from the vein clinics). As such we have consolidated these vein clinic operations in our financial statements in accordance with the provisions of FIN 46R. Since we do not have any financial interest in the individual fertility clinics and we are not the primary beneficiary or obligor of their financial results (our contracts provide for the physician owners of the clinics to receive any excess or deficit profits), we do not consolidate the results of the fertility clinics in our accounts. Also, since we do not have a controlling interest in the captive insurance provider and we are not the primary beneficiary, we do not consolidate the results of the captive insurance company in our accounts.

Liquidity and Capital Resources

As of June 30, 2009, we had approximately $31.5 million in cash and cash equivalents on hand as compared to $28.3 million at December 31, 2008. We had a working capital deficit of approximately $5.3 million, at June 30, 2009, versus a deficit of $4.0 million as of December 31, 2008. This decrease in working capital from December 31, 2008 levels was primarily due to fixed asset purchases of $3.7 million and scheduled debt payments of $1.9 million during the first six months of 2009, net of operating cash flows.

Attain IVF patient deposits, which are reflected as a current liability, represent funds received from patients in advance of treatment cycles and are an indication of future Consumer Services Division revenues. These deposits totaled approximately $13.0 million and $13.9 million as of June 30, 2009 and December 31, 2008, respectively. The decrease in deposits is a direct result of increased patient treatments, and the realization of the associated revenue, during the first six months of 2009. These deposits are a significant source of cash flow and represent interest-free financing for us.

As of June 30, 2009, we did not have any significant contractual commitments for the acquisition of fixed assets or construction of leasehold improvements. However, we anticipate upcoming capital expenditures of approximately $2.1 million for the remainder of 2009. These expenditures are primarily related to medical equipment, information system infrastructure and leasehold improvements. We believe that working capital, specifically cash and cash equivalents, remains at adequate levels to fund our operations and our commitments for fixed asset acquisitions. We also believe that the cash flows from our operations plus our available credit facility will be sufficient to provide for our future liquidity needs over the next twelve months.

In August, 2007, we entered into a new financing arrangement with Bank of America and secured a $25 million five-year term loan. After deducting the outstanding balance of $7.7 million on our previous loan amount, interest and fees, our net funding from Bank of America was $17.0 million. In order to mitigate the interest rate risk associated with this term loan, we also entered into an interest rate swap agreement on 50% of the principal amount. This swap transaction acts an effective hedge fixing the interest rate on half of our term loan at 5.39% plus the applicable margin for the life of the loan. Other features of this credit facility include a $10 million five-year revolving line of credit.

Each component of our amended credit facility bears interest by reference to Bank of America’s prime rate or LIBOR, at our option, plus a margin, which is dependent upon a leverage test, ranging from 2.00% to 2.75% in the case of LIBOR-based loans. Prime-based loans are made at Bank of America’s prime rate and do not contain an additional margin. Interest on the prime-based loans became payable quarterly beginning November 8, 2007 and interest on LIBOR-based loans is payable on the last day of each applicable interest period. As of June 30, 2009, interest on the term loan was payable at a rate of 2.57%. Unused amounts under the working capital revolver bear a commitment fee of 0.25% and are payable quarterly.

Availability of borrowings under the working capital revolver is based on eligible accounts receivable, as defined in the credit agreement. As of June 30, 2009 under the revolving line of credit the full amount of $10.0 million was available, of which $7.5 million was outstanding.

Our Bank of America credit facility is collateralized by substantially all of our assets. As of June 30, 2009, we were in full compliance with all applicable debt covenants. We also continuously review our credit agreements and may renew, revise or enter into new agreements from time to time as deemed necessary.

Significant Contractual Obligations and Other Commercial Commitments

The following summarizes our contractual obligations and other commercial commitments at June 30, 2009, and the effect such obligations are expected to have on our liquidity and cash flows in future periods.

	Payments due by period (00’s omitted)
		Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years

Notes payable	$	20,405	$	3,743	$	16,662	$	—	$	—
Line of credit outstanding		7,500		7,500		—		—		—
Interest on debt		3,695		1,375		2,320		—		—
Capital lease obligations		260		84		176		—		—
Operating leases		69,279		9,978		25,211		8,064		26,026
Fertility Partners capital and other obligations		2,089		2,089
Total contractual cash obligations	$	103,228	$	24,769	$	44,369	$	8,064	$	26,026

	Amount of Commitment Expiration per Period (000’s omitted)
		Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years

Unused lines of credit	$	2,500	$	—	$	2,500	$	—	$	—

We also have commitments to provide working capital financing to member clinics in our Fertility Centers Division. A significant portion of these commitments relate to our transactions with the medical practices themselves. Our responsibilities to these medical practices are to provide financing for their accounts

receivable and to hold patient deposits as well as undistributed physician earnings on their behalf. Disbursements to the medical practices generally occur monthly. The medical practice's repayment hierarchy consists of the following:

•

We provide a cash credit to the practice for billings to patients and insurance companies. We reduce the cash credit for clinic 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;

•

We disburse to the medical practice the remaining cash amount which represents the physician's undistributed earnings.

We are also responsible for the collection of the Partner accounts receivables, which we finance with full recourse. We continuously fund these needs from our cash flow from operations, the collection of prior months' receivables and deposits from patients in advance of treatment. If delays in repayment are incurred, which have not as yet been encountered, we could draw on our existing working capital line of credit. We also make payments on behalf of the Partner for which we are reimbursed in the short-term. Other than these payments, as a general course, we do not make other advances to the medical practice. We have no other funding commitments to the Partner clinics.

New Significant Accounting Policies

New Accounting Pronouncements

Please see Note 13 of the consolidated financial statements for a discussion on recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, our interest income and expense items are sensitive to changes in the general level of interest rates. During the third quarter of 2007 we entered into a derivative transaction designed to hedge 50% of our variable rate term loan. As a result of this derivative transaction we have successfully shielded ourselves from a portion of the interest rate risks associated with our term loan. We are currently subject to interest rate risks associated with our short term investments and certain advances to our Fertility clinics, both of which are tied to either short term interest rates or the prime rate. As of June 30, 2009, a one percent change in interest rates would impact our pre-tax income by approximately $100,000 annually.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15under the Securities Exchange Act of 1934) as of June 30, 2009 (the "Evaluation Date"). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

(b) Changes in internal controls

There were no changes made in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II		OTHER INFORMATION


Item 1	.	Legal Proceedings

		From time to time, we are party to legal proceedings in the ordinary course of business. As of June 30, 2009, none of these proceedings is expected to have a material adverse effect on our financial position, results of operations or cash flow.

Item 1A.		Risk Factors

		There have been no material changes from the risk factors previously disclosed in our Annual Report on form 10-K for the year ended December 31, 2008

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.
		None.

Item 3.		Defaults upon Senior Securities.

		None.

Item 4.		Submission of Matters to Vote of Security Holders
		At an Annual Stockholders Meeting held on May 13, 2009, the following matters were acted upon by the stockholders with the indicated votes thereon.

Proposal 1 — Election of Directors

Director	Votes For	Votes Withheld

Kush K. Agarwal	7,242,855	126,821
Gerardo Canet	7,240,273	129,403
Jay Higham	7,296,896	72,780
Wayne Moon	7,236,016	133,660
Lawrence J. Stuesser	7,239,474	130,202
Elizabeth Tallett	7,240,630	129,046
Yvonne Thornton, M.D.	7,244,188	125,488

Proposal 2 — Amendment of the 2007 Long-Term Compensation Plan to increase the number of shares of common stock available for issuance from 500,000 to 750,000 shares

Votes For	Votes Withheld	Abstain	Broker Non-Vote

4,709,943	984,220	10,145	1,665,368


Item 5		Other Information

		None.

Item 6.		Exhibits

		See Index to Exhibits on Page 28.

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.

Date

August 7, 2009

By:

INTEGRAMED AMERICA, INC.

(Registrant)

/s/John W. Hlywak, Jr.

John W. Hlywak, Jr.

Executive Vice President and

Chief Financial Officer

(Principal Financial and

Accounting Officer)

INDEX TO EXHIBITS

Exhibit Number	Description

3.2 (h)	Copy of By-laws (as Amended on May 12, 2009).
31.1	CEO Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 7, 2009

31.2	CFO Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 7, 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 August 7, 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 August 7, 2009

EX-3.(II) 2 exhibit3_2h.htm INTEGRAMED AMERICA, INC.

BY-LAWS

INTEGRAMED AMERICA, INC.

(As Amended May 12, 2009)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders for the election of directors shall be held at such place, within or without the State of Delaware, as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver thereof. Meetings of the stockholders for any other purpose may be held at such place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Date and Time of Annual Meeting. Annual meetings of the stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At each such annual meeting, the board of directors shall be elected by the plurality vote of the holders of the authorized and outstanding shares of the corporation’s capital stock entitled to vote thereon.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. Voting List; Inspection. The officer or agent who has charge of the stock transfer books of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting or at any adjournment thereof, arranged in alphabetical order within each class, series or group of stockholders, and showing the address of each stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by resolution of the board of directors or by the chairman of the board or the president.

Section 6. Notice; Date and Time of Special Meetings. Written notice of a special meeting, stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at such meeting.

Section 7. Notice of Stockholder Business and Nominations.

(a) At an annual meeting of the stockholders, only such business, including the nominations of persons for election to the Board of Directors, shall be conducted as shall have been brought before the meeting (i) pursuant to the corporation’s notice of meeting, (ii) by or at the direction of the board of directors or (iii) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this by-law, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this by-law; clause (iii) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 of the Securities Exchange Act of 1934 and included in the corporation’s notice of meeting) before an annual meeting of stockholders.

(b) For director nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this by-law, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, including a statement of qualifications for nomination candidates and a disclosure of any material relationships between the nominee and the stockholder, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (iv) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business, including any derivatives, hedged positions, and any other economic and voting interests.

(c) Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this by-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by these by-laws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this by-law.

Section 8. Business Transacted at Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 9. Quorum; Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Votes Required. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision in the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern the vote required to decide such question.

Section 11. Voting of Shares. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy (which may be evidenced by original or facsimile signature in accordance with the Delaware General Corporation Law) for each share of the capital stock having voting power held by such stockholder, but no proxy shall be valid and voted on after three years from its date, unless the proxy provides for a longer period.

Section 12. Voting Procedures and Inspectors of Elections.

(a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors (and may appoint one or more alternates) to act at the meeting and make a written report thereof. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

(b) The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at a meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with § 212(c)(2) of the Delaware General Corporation Law, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

ARTICLE III

DIRECTORS

Section l. General. The business of the corporation shall be managed by or under the direction of its board of directors (sometimes hereinafter referred to as the “board”) which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 2. Number and Term. The board of directors or the corporation shall consist of seven (7) persons.. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

Section 3. Vacancies. Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office even if such directors do not constitute a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual meeting of the stockholders and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then such vacancies or new directorships shall be filled by a majority of the stockholders entitled to vote for the election of directors.

Section 4. Nominations of Directors.

(a) Only persons who are nominated in accordance with the procedures set forth in these by-laws shall be eligible to serve as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this by-law, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this by-law.

(b) Nominations by stockholders shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the l0th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the corporation’s books, of such stockholder and (B) the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (iii) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such person and (B) the class and number or shares or the corporation which are beneficially owned by such person. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set; forth in a stockholder’s notice of nomination which pertains to the nominee.

(c) No person shall be eligible to serve as a director of the corporation unless nominated in accordance with the procedures set forth in this by-law. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these by-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this by-law.

Section 5. The Chairman of the Board.

(a) The chairman of the board shall be a member of the board. The chairman shall preside at all meetings of the board of directors and the stockholders.

(b) The chairman of the board shall provide leadership and support to the board in fulfilling its corporate governance functions; schedule meetings of the board; and develop, with the board and management, agendas for board meetings.

(c) The chairman of the board shall serve as an ex officio member (non-voting) of the Governance and Nominating Committee of the board.

(d)

The chairman shall carry out such other duties and responsibilities as may be assigned by the board.

Section 6. The Vice Chairman. The vice chairman of the board, if there be one, shall be a member of the board and shall perform the duties of the chairman of the board in the latter’s absence or disability and such other duties as shall be prescribed by the chairman or the board.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Annual Meeting. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special Meetings. Special meetings of the board may be called by the chairman of the board or the president on one day’ s notice to each director, either personally or by telephone, telecopy, telegram or recognized overnight courier; and special meetings shall be called by the president or secretary in like manner and on like notice on the written request of Any two or more directors, unless the board consists of only one director in which case a special meeting may be called and held by such director.

Section 8. Quorum; Action of the Board. At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of those directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation, or these by-laws. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting if the period of any adjournment does not exceed ten days, until a quorum shall be present.

Section 9. Action of Directors Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Telephone Conference Call. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF THE DIRECTORS

Section 11. Authorization. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee; provided, however, that any such alternate member shall possess the qualifications required for service on such committee.

Section 12. Powers. Any such committee, to the extent provided in the resolution of the board of directors or in these by-laws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have such power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, electing any director, removing any officer or director, submitting to the stockholders any action that requires the stockholders approval, amending or repealing any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board, amending, altering or repealing any by-law of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors or as set forth in these by-laws.

Section 13. Minutes of Meetings and Reports to the Board. Board. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION

Section 14. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be compensated for attendance at such meeting of the board of directors or a stated salary as a director, as determined by the board, payable in cash or securities on other obligations of the corporation. Members of special or standing committees may be allowed like compensation for attending committee meetings. Directors who are full-time employees of the corporation and are compensated as such shall receive no additional compensation for serving as directors.

REMOVAL

Section 15. Removal of Director. Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote for the election of directors.

ARTICLE III-A

ADVISORY DIRECTORS

Section 1.Advisory Directors. The Board of Directors may appoint, to serve at the pleasure of the Board, up to three (3) Advisory Directors, who, after their initial appointment, shall, except in the case of such Advisory Director’s earlier death, resignation, retirement, disqualification or removal, be subject to re-appointment at the organizational meeting of the Board of Directors immediately following the Annual Stockholders’ meeting. Vacancies may, but need not be filled by the Board of Directors between organizational meetings following the Annual Stockholders’ meeting.

Section 2.Duties. It shall be the duty of an Advisory Director to advise and provide counsel to the Board of Directors with respect to Business Services provided by the Company to the Company’s network of medical practices at such times and places and in such groups and committees as may be determined from time to time by the Board of Directors, but such individuals shall not have any responsibility or be subject to any liability imposed upon a director or in any manner be deemed a director in accordance with applicable law.

Section 3.Meetings. The Advisory Board of Directors shall meet as necessary; however, not less than twice a year the Advisory Directors shall meet in joint session with the Board of Directors, with the privilege of participating in all discussions but without the right to vote and shall not be counted for determining a quorum of the Board of Directors; and at least once a year, the Advisory Board of Directors are expected to hold a meeting in conjunction with their attendance at either the American Society of Reproductive Medicine Annual Meeting or a meeting of the IntegraMed Council of Physicians and Scientists.

Section 4.Compensation. Advisory Directors shall not be compensated for services rendered to the Board of Directors, but shall be entitled to be paid Board Attendance Fees equivalent to the amount paid to members of the Board of Directors, plus reimbursement for reasonable out-of-pockets expenses, including, but not limited to travel expenses for attending meetings.

ARTICLE IV

NOTICES

Section 1. Form of Notice. Whenever, under the provisions of applicable statutes or of the certificate of incorporation or of these by-laws notice is required to be given to any director or stockholder, such notice shall not be construed to mean personal notice, and may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation. with postage thereon prepaid, and such notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telephone, telecopy, telegram or recognized overnight courier.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of applicable statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The attendance in person or by proxy of any stockholder at a meeting, and the attendance of any director at a meeting, shall constitute a waiver of notice by such stockholder or, as the case may be, director, unless such stockholder or director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Designation of Officers. The officers of the corporation shall be elected by the board of directors and shall be a president and chief executive officer, a Senior Vice President and Chief Financial Officer, vice president, secretary and treasurer. The board of directors may also elect senior vice presidents, additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. Election of Officers. The board of directors at its first meeting after each annual meeting of the stockholders shall elect or re-appoint a president, one or more senior vice presidents, one or more vice-presidents, a secretary and a treasurer.

Section 3. Other Officers. The board of directors may elect such other officers and appoint such agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. Salaries. The salaries of all officers and agents of the corporation shall be fixed by the board of directors or a committee of the board of directors.

Section 5. Term of Office. Each officer of the corporation shall hold office until such officer’s successor is chosen and qualifies or until such officer’s earlier resignation or removal. Any officer elected by the board of directors may be removed at any time by affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

Section 6. The President and Chief Executive Officer.

(a)

The President shall be a member of the board and shall be the chief executive officer of the

corporation.

(b) The President shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the board of directors are carried into effect and shall, in the absence or disability of the chairman of the board and the vice chairman of the board, if one is designated, preside at all meetings of the stockholders and the board of directors.

(c) The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required of permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 7.

Executive Vice President and Chief Financial Officer.

(a) The Executive Vice President and Chief Financial Officer shall develop and implement long-term strategies and tactics that protect and enhance the corporation’s assets, profits and shareholder value.

(b) The Executive Vice President and Chief Financial Officer shall ensure the integrity of the Corporation’s financial and information systems, treasury operations, and be a primary spokesperson for the Corporation on financial and investor relations matters.

Section 8. The Vice Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors or the president may from time to time prescribe.

Section 9. The Secretary. The Secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors, the chairman of the board or president, under whose supervision he shall be. The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The Assistant Secretary. The assistant secretary, if there be one, shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 11. The Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chairman of the board and the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 12. The Assistant Treasurer. The assistant treasurer, if there be one, shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Signatures; Payment of Consideration; Classes and Series of Stock.

(a) The shares of stock of the corporation shall be represented by a certificate, unless and until the Board of Directors of the corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

(b) Except as may otherwise be permitted by statute, no certificate shall be issued for any share until such share is fully paid.

(c) If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences, relative rights and limitations of each class or series authorized to be issued, and of the authority of the board to divide the shares into classes or series and to determine and change the relative rights, preferences and liquidations of any class or series, shall be set forth in full on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided by Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests a full statement of such designations, preferences, and relative rights and limitations.

Section 2. Facsimile Signatures. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Contents. Each certificate shall state on its face that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued and the number and class, and the designation of the series, if any, of the shares which such certificate represents.

Section 4. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. In the case of certificated shares of stock, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. In the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares, it shall be the duty of the corporation to record such transfer upon its books.

Section 6. Fixing Record Date. In order that the corporation may determine the stockholders (i) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, or (ii) entitled to consent to corporate action in writing without a meeting, the board of directors may fix, in advance, a record date, which, with respect to the actions described in clause (i) above, shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action described therein, and with respect to the actions described in clause (ii) above, shall not be more than ten days after the date upon which the board of directors fixes the record date. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders and a new record date for the adjourned meeting shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Subject to the provisions, if any, of the certificate of incorporation, dividends upon any class or series of the capital stock of the corporation may be declared by the board of directors at any regular or special meeting, pursuant to law. To the extent permitted by law, and subject to the provisions of the certificate of incorporation, if any, dividends may be paid in cash, in property, or in shares of capital stock.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be December 3lst of each year unless otherwise fixed by resolution of the board of directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Indemnification. (a) The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as that Section may be amended and supplemented from time to time, indemnify and advance expenses to any director, officer or trustee which it shall have power to indemnify under that Section against any expenses, liabilities or other matters referred to in or covered by that Section. The indemnification and advancement of expenses provided for in this Section (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the certificate of incorporation or any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) shall continue as to a person who has ceased to be a director, officer or trustee and (iii) shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation’s obligation to provide indemnification and advancement of expenses under this Section shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

(b) To assure indemnification under this Section of all such persons who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation which may exist from time to time, such Section 145 shall, for the purposes of this Section, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including, without limitation, any plan of the corporation which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines”; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such persons duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

ARTICLE VIII

AMENDMENTS

Section 1. Amendments. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such meeting; provided that no amendment of these by-laws may be adopted which contravenes a provision of the certificate of incorporation of the corporation.

EX-31 3 exhibit31_1.htm INTEGRAMED AMERICA, INC.

Exhibit 31.1

Certification Pursuant To

Rule 13a-14(a),

As Adopted Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jay Higham, certify that:

I have reviewed this quarterly report of IntegraMed America, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date

August 7, 2009

By:

/s/Jay Higham

Jay Higham

President and Chief Executive Officer

(Principal Executive Officer)

EX-31 4 exhibit31_2.htm INTEGRAMED AMERICA, INC.

Exhibit 31.2

Certification Pursuant To

Rule 13a-14(a),

As Adopted Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, John W. Hlywak, Jr., certify that:

I have reviewed this quarterly report of IntegraMed America, Inc.;

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date

August 7, 2009

By:

/s/John W. Hlywak, Jr.

John W. Hlywak, Jr.

Executive Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32 5 exhibit32_1.htm INTEGRAMED AMERICA, INC.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IntegraMed America, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay Higham, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

Jay Higham

Chief Executive Officer

August 7, 2009

EX-32 6 exhibit32_2.htm INTEGRAMED AMERICA, INC.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IntegraMed America, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I John W. Hlywak, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

John W. Hlywak, Jr.

Chief Financial Officer

August 7, 2009