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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-20260
IntegraMed America, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
Two Manhattanville Road 10577
Purchase, New York (Zip code)
(Address of principal executive offices)
(914) 253-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12 b-2).
Yes [ ] No [X]
The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on November 3, 2003 was 3,454,697.
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INTEGRAMED AMERICA, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at September 30, 2003 and
December 31, 2002....................................... 3
Consolidated Statements of Income for the three and
nine-month periods ended September 30, 2003 and 2002 ... 4
Consolidated Statements of Cash Flows for the nine-month
periods ended September 30, 2003 and 2002 .............. 5
Notes to Consolidated Financial Statements ............. 6-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................11-18
Item 3. Quantitative and Qualitative Disclosures About Market Risk....19
Item 4. Controls and Procedures.......................................19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................20
Item 2. Changes in Securities.........................................20
Item 3. Defaults upon Senior Securities...............................20
Item 4. Submission of Matters to a Vote of Security Holders...........20
Item 5. Other Information.............................................20
Item 6. Exhibits and Reports on Form 8-K...........................20-21
SIGNATURES ..............................................................22
CERTIFICATIONs PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 are presented as Exhibits 31.1 and 31.2
2
PART I -- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(all dollars in thousands, except per share amounts)
ASSETS
September 30, December 31,
------------ ------------
2003 2002
------------ ------------
(unaudited)
Current assets:
Cash and cash equivalents ................................................... $ 12,943 $ 8,693
Due from Medical Practices, net ............................................. 7,171 5,297
Pharmaceutical sales accounts receivable .................................... 1,109 1,637
Prepaids and other current assets ............................................ 2,257 2,888
-------- --------
Total current assets .................................................... 23,480 18,515
Fixed assets, net ........................................................... 7,454 5,141
Exclusive Service Rights, Net ............................................... 20,747 19,529
Deferred taxes .............................................................. 3,560 3,980
Other assets ................................................................ 292 279
-------- --------
Total assets ............................................................ $ 55,533 $ 47,444
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................ $ 1,487 $ 823
Accrued liabilities ......................................................... 5,777 6,446
Current portion of long-term notes payable and other obligations ............ 1,211 1,099
Patient deposits ............................................................ 9,846 7,208
-------- --------
Total current liabilities ............................................... 18,321 15,576
-------- --------
Long-term notes payable and other obligations ................................. 4,313 311
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common Stock, $.01 par value - 50,000,000 shares authorized in 2003 and 2002;
and 3,544,292 and 3,353,884 shares issued in 2003 and 2002, respectively .. 35 34
Capital in excess of par .................................................... 48,172 47,183
Accumulated deficit ......................................................... (14,882) (15,660)
Treasury Stock, at cost - 89,595 and 0 shares in 2003 and 2002, respectively (426) --
-------- --------
Total stockholders' equity .............................................. 32,899 31,557
-------- --------
Total liabilities and stockholders' equity .............................. $ 55,533 $ 47,444
======== ========
See accompanying notes to the consolidated financial statements.
3
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(all amounts in thousands, except per share amounts)
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2003 2002 2003 2002
------- ------ ------ -------
(unaudited) (unaudited)
Revenues, net:
FertilityPartners Service Fees .................... $ 17,762 $ 17,159 $ 55,533 $ 49,090
Pharmaceutical sales .............................. 3,553 5,699 12,846 14,363
FertilityDirect revenues .......................... 942 415 2,089 1,042
-------- -------- -------- --------
Total revenues ................................. 22,257 23,273 70,468 64,495
Cost of services and sales:
FertilityPartners Service Fees .................... 15,591 14,734 48,715 42,395
Pharmaceutical costs .............................. 3,440 5,482 12,500 13,818
FertilityDirect costs ............................. 577 316 1,333 869
-------- -------- -------- --------
Total costs of services and sales .............. 19,608 20,532 62,548 57,082
Contribution:
FertilityPartners Service Fees .................... 2,171 2,425 6,818 6,695
Pharmaceutical contribution ....................... 113 217 346 545
FertilityDirect contribution ...................... 365 99 756 173
-------- -------- -------- --------
Total contribution .............................. 2,649 2,741 7,920 7,413
General and administrative expenses .................. 2,233 2,238 6,668 5,984
Interest income ...................................... (33) (21) (77) (73)
Interest expense ..................................... 22 40 54 119
-------- -------- -------- --------
Total other expenses .............................. 2,222 2,257 6,645 6,030
Income before income taxes ........................... 427 484 1,275 1,383
Income tax provision ................................. 166 159 497 456
-------- -------- -------- --------
Net income ........................................... $ 261 $ 325 $ 778 $ 927
Less: Dividends paid and/or accrued on Preferred Stock -- 3 -- 69
-------- -------- -------- --------
Net income applicable to Common Stock ................ $ 261 $ 322 $ 778 $ 858
======== ======== ======== ========
Basic earnings per share of Common Stock ............. $ 0.08 $ 0.10 $ 0.23 $ 0.27
======== ======== ======== ========
Diluted earnings per share of Common Stock ........... $ 0.07 $ 0.09 $ 0.22 $ 0.25
======== ======== ======== ========
Weighted average shares - basic ...................... 3,448 3,270 3,399 3,143
======== ======== ======== ========
Weighted average shares - diluted .................... 3,643 3,565 3,564 3,436
======== ======== ======== ========
See accompanying notes to the consolidated financial statements.
4
INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in thousands)
For the
nine-month period
ended September 30,
-------------------
2003 2002
------ ------
(unaudited)
Cash flows from operating activities:
Net income ...................................................................... $ 778 $ 927
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ................................................. 2,441 2,124
Amortization of deferred tax asset ............................................ 420 714
Change in assets and liabilities -- Decrease (increase) in assets:
Due from Medical Practices ................................................. (1,874) 802
Pharmaceutical sales accounts receivable ................................... 528 (509)
Prepaids and other current assets .......................................... 604 111
Other assets ............................................................... 407 (81)
Increase (decrease) in liabilities:
Accounts payable .......................................................... 664 (593)
Accrued liabilities ....................................................... (669) 158
Patient deposits .......................................................... 2,638 3,167
-------- --------
Net cash provided by operating activities .......................................... 5,937 6,820
-------- --------
Cash flows used in investing activities:
Payment for Exclusive Service Rights .......................................... (2,232) (3,491)
Proceeds from sale of fixed assets ............................................ 380 --
Proceeds from sale of intangible assets ....................................... 136 --
Purchase of fixed assets and leasehold improvements ........................... (4,256) (1,531)
-------- --------
Net cash used in investing activities .............................................. (5,972) 5,022)
-------- --------
Cash flows used in financing activities:
Increase in notes payable ..................................................... 5,750 --
Principal repayments on debt .................................................. (1,598) (824)
Principal repayments under capital lease obligations .......................... (38) (108)
Proceeds from issuance of Common Stock ........................................ 171 1,507
Repurchase of preferred stock ................................................. -- (1,535)
Dividends paid on Convertible Preferred Stock ................................. -- (69)
-------- --------
Net cash used in financing activities .............................................. 4,285 (1,029)
-------- --------
Net change in cash ................................................................. 4,250 769
Cash at beginning of period ........................................................ $ 8,693 $ 8,505
-------- --------
Cash at end of period .............................................................. $ 12,943 $ 9,274
======== ========
See accompanying notes to the consolidated financial statements.
5
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -- INTERIM RESULTS:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, accordingly, do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited interim financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position at September 30, 2003, 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, 2003. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in IntegraMed America's (the "Company") Annual Report on Form 10-K for
the year ended December 31, 2002.
On November 25, 2002, the Company announced the ending of its
FertilityPartners agreement with Reproductive Science Associates of New York
("RSA of New York"). This agreement was scheduled to end on November 15, 2003.
RSA of New York serves the Long Island market and the Company's related revenues
for the four quarterly periods ending prior to the announcement were $9.1
million. The program had a contribution of $750,000 for the same period. At the
time of the announcement, the Company evaluated its exclusive business rights
asset associated with RSA of New York and reduced that asset to its realizable
value by adjusting the asset downward by $350,000. Based upon subsequent
discussions with representatives from RSA of New York, the Company terminated
its FertilityPartners agreement effective June 30, 2003. In consideration for
the earlier contract termination, the Company recognized as revenue a one-time
termination payment of approximately $320,000, and related costs of
approximately $82,000, in the second quarter of 2003. The Company will continue
an ongoing relationship with this medical practice under its FertilityDirect
program.
On September 1, 2003, the Company signed a FertilityPartners agreement to
supply a complete range of business, marketing and facility services to a
physician practice in Charlotte, North Carolina. Under the terms of the 15-year
agreement, the Company's service fees are comprised of a tiered percentage of
revenues, reimbursed costs of services, and a fixed percentage of practice
earnings. Net consideration for the agreement was $2.2 million, which will be
amortized against FertilityPartners service fees over the life of the contract.
In addition, the Company has agreed to a $2.0 million capital commitment to fund
the growth of the physician practice.
NOTE 2 -- EARNINGS PER SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three and nine-month periods ended September
30, 2003 and 2002 is as follows (000's omitted, except for per share amounts):
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2003 2002 2003 2002
-------- ------- ------- --------
Numerator
Net Income ................................... $ 261 $ 325 $ 778 $ 927
Less: Preferred stock dividends .............. -- (3) -- (69)
------- ------- ------- -------
Income applicable to Common Stock ............ $ 261 $ 322 $ 778 $ 858
Denominator
Weighted average shares outstanding .......... 3,448 3,270 3,399 3,143
Effect of dilutive options and warrants ...... 195 295 165 293
------- ------- ------- -------
Weighted average shares and dilutive potential
Common shares ................................ 3,643 3,565 3,564 3,436
Basic EPS .................................... $ 0.08 $ 0.10 $ 0.23 $ 0.27
Diluted EPS .................................. $ 0.07 $ 0.09 $ 0.22 $ 0.25
6
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(unaudited)
For the three month period ended September 30, 2003, there were no shares
excluded from the assumed exercise of options to purchase Common Stock, as the
average market price of the Common Stock was greater than the per share exercise
price of all outstanding options. For the nine month period ended September 30,
2003, the effect of the assumed exercise of options to purchase approximately
128,000 shares of Common Stock at exercise prices ranging from $5.98 to $6.15
per share were excluded in computing the diluted earnings per share amount
because the exercise price of these options was greater than the average market
price of the shares of Common Stock, therefore causing these options to be
anti-dilutive. For the three and nine month period ended September 30, 2002, the
effect of the assumed exercise of options to purchase approximately 42,500
shares of Common Stock at exercise prices ranging from $6.80 to $8.57 per share
were excluded in computing the diluted per share amount because the exercise
price of the options was greater than the average market price of the Common
Stock, therefore causing the options to be anti-dilutive.
For the three and nine-month periods ended September 30, 2003, the effect
of the assumed exercise of warrants to purchase approximately 106,000 shares of
Common Stock at exercise prices ranging from $6.25 to $9.00 per share was
excluded in computing the diluted per share amount because the exercise prices
of the warrants were greater than the average market price of the shares of
Common Stock, thereby causing these warrants to be anti-dilutive. For the three
and nine-month periods ended September 30, 2002, the effect of the assumed
exercise of warrants to purchase approximately 88,000 shares of Common Stock at
an exercise price of $9.00 per share were excluded in computing the diluted per
share amount because the exercise prices of the warrants were greater than the
average market price of the shares of Common Stock, thereby causing these
warrants to be anti-dilutive.
NOTE 3 -- SEGMENT INFORMATION:
The Company is principally engaged in providing products and services to
the fertility market. For disclosure purposes, the Company recognizes Business
Services offered to its network of FertilityPartners and its pharmaceutical
distribution operations as separate reporting segments. The Business Services
segment includes revenues and costs categorized as FertilityPartners Service
Fees and FertilityDirect Revenues, as follows (000's omitted):
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the three months ended September 30, 2003
Revenues...................................... $ -- $18,704 $3,553 $22,257
Cost of services.............................. -- 16,168 3,440 19,608
-------- ------- ------ -------
Contribution.................................. -- 2,536 113 2,649
General and administrative costs.............. 2,233
Interest, net................................. (11)
-------
Income before income taxes.................... 427
Depreciation expense included above........... 486
Capital expenditures.......................... 73 2,991 -- 3,064
Total assets.................................. 15,280 39,523 730 55,533
7
Business Pharmaceutical
Corporate Services Distribution Consolidated
--------- -------- ------------ ------------
For the nine months ended September 30, 2003
Revenues...................................... $ -- $57,622 $12,846 $70,468
Cost of services.............................. -- 50,048 12,500 62,548
Contribution.................................. -- 7,574 346 7,920
General and administrative costs.............. 6,668
Interest, net................................. (23)
Income before income taxes.................... 1,275
Depreciation expense included above........... 1,563
Capital expenditures.......................... 354 3,902 -- 4,256
Total assets.................................. 15,280 39,523 730 55,533
For the three months ended September 30, 2002
Revenues...................................... $ -- $17,574 $5,699 $23,273
Cost of services.............................. -- 15,050 5,482 20,532
Contribution.................................. -- 2,524 217 2,741
General and administrative costs.............. 2,238
Interest, net................................. 19
Income before income taxes.................... 484
Depreciation expense included above........... 484
Capital expenditures.......................... 9 270 -- 279
Total assets.................................. 11,460 33,776 2,208 47,444
For the nine months ended September 30, 2002
Revenues...................................... $ -- $50,132 $14,363 $64,495
Cost of services.............................. -- 43,264 13,818 57,082
Contribution.................................. -- 6,868 545 7,413
General and administrative costs.............. 5,984
Interest, net................................. 46
Income before income taxes.................... 1,383
Depreciation expense included above........... 1,344
Capital expenditures.......................... 131 1,400 -- 1,531
Total assets.................................. 11,460 33,776 2,208 47,444
NOTE 4 -- STOCK-BASED EMPLOYEE COMPENSATION:
The Company has two stock-based employee compensation plans, which are
described more fully in Note 12 of the Company's financial statements in its
most recent Annual Report on Form 10-K. During the third quarter, the Company
adopted the prospective method of accounting for stock based compensation. Prior
to the third quarter of 2003, the Company accounted for these plans under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. No stock option-based
employee compensation cost is reflected in net income, as all options granted
under the plans had an exercise price equal to the market value of the
8
underlying Common Stock on the date of grant. The Company adopted the fair value
recognition provisions of FAS 148, effective January 1, 2003. Under the
prospective transition method selected by the Company, fair value accounting is
applied to all new stock grants and modifications to old grants. Disclosure of
pro-forma net income and EPS is continued for any pre-adoption grants.
The following table illustrates the effect on net income and earnings per
share as if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation. (000's omitted, except per share amounts). As of
September 30, 2003, there have been no grants issued during the current year.
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2003 2002 2003 2002
------- ------ ------ ------
Net Income, as reported......................................... $261 $322 $778 $858
Add: Stock-based employee compensation expense
Included in reported net income, net of related tax effects..... -- -- -- --
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects...................... (77) (83) (230) (250)
---- ---- ---- ----
Pro forma net income............................................ 184 239 548 608
Earnings per share:
Basic-as reported.......................................... .08 .10 .23 .27
Basic-pro forma............................................ .05 .07 .16 .19
Diluted-as reported........................................ .07 .09 .22 .25
Diluted-pro forma.......................................... .05 .07 .15 .18
Assumptions used to calculate pro forma values include:
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2003 2002 2003 2002
------- ------- ------- ------
Weighted average fair value of options granted........................... N/A $4.59 N/A $4.59
Dividend yield........................................................... 0.00% 0.00% 0.00% 0.00%
Volatility............................................................... 23.60% 75.30% 23.60% 75.30%
Risk free rate........................................................... 0.94% 1.06% 1.00% 1.06%
Expected term (in years)................................................. 5.4 10 5.4 10
NOTE 5 -- RECLASSIFICATIONS
Certain amounts in the prior year financial statements and related notes
have been reclassified to conform to the current period presentation.
9
NOTE 6 -- LITIGATION
In June 2002, the Company was served with a Complaint, captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The Company has served and
filed an Answer denying all material allegations of the Complaint and asserting
affirmative defenses. The Company has also filed a Counterclaim against the
plaintiff demanding an accounting and return of certain fees paid to plaintiff
by the Company. Discovery is proceeding in the matter. The Company has
meritorious defenses to the claims, and based on opinion of counsel, believes
that the likelihood of the suit having a material adverse effect on the
financial position, results of operations or the cash flow of the Company is
remote.
On June 6, 2003 the Company filed a lawsuit against Pediatric Physician
Alliance, Inc. and its parent company, Integrated Physician Solutions, in the
United States District Court for the District of New Jersey asserting, among
other things, that the defendants, long after the Company's adoption and use of
the INTEGRAMED and INTEGRAMED AMERICA(R) trademarks, began using the mark
INTEGRIMED in connection with the sale, offering for sale, distribution and
advertising of business management and consultation services for office-based
medical practices and organizations in the field of health care. The Company is
also asserting, in the lawsuit, that the defendants' use of the IntegriMed mark
is a colorable imitation of the Company's registered mark INTEGRAMED AMERICA and
is likely to cause confusion, or to cause mistake, or to deceive, in violation
of the Lanham Act. The Company is seeking relief against defendants, among other
things, declaring that the defendants have infringed the Company's trademarks,
enjoining defendants from using the IntegriMed mark, and compensatory and
punitive damages.
There are other minor legal proceedings to which the Company is a party. In
the Company's opinion, the claims asserted and the outcome of such proceedings
will not have a material adverse effect on the financial position, results of
operations or the cash flow of the Company.
NOTE 7 -- RECENT ACCOUNTING STANDARDS
Financial Accounting Standards Board Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51
On January 17, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB Interpretation No. 46 (FIN 46 or the "Interpretation"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
The primary objective of the Interpretation is to provide guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
variable-interest entities (VIEs). FIN 46's effective date has been deferred
until the first interim period or annual period ending after December 15, 2003.
The Company is currently evaluating applicability of FIN 46.
10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included in this
quarterly report and with the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.
The Company offers products and services to patients, providers, and payers
in the fertility industry. The IntegraMed Network is comprised of twenty-three
fertility centers in major markets across the United States, pharmaceutical
products and services, a financing subsidiary, the Council of Physicians and
Scientists and a leading fertility portal (www.integramed.com). Seventeen
fertility centers have access to the Company's FertilityDirect program. Six of
the fertility centers are designated as "FertilityPartners" and as such, have
access to the Company's FertilityDirect program in addition to being provided
with a full range of services, including: (i) administrative services, including
accounting and finance, human resource functions, and purchasing of supplies and
equipment; (ii) access to capital and servicing and financing of patient
accounts receivable; (iii) marketing and sales; (iv) integrated information
systems; and (v) assistance in identifying best clinical practices.
The Company's strategy is to align information, technology and finance for
the benefit of fertility patients, providers, and payers. The primary elements
of the Company's strategy include: (i) expanding the IntegraMed Provider Network
into new major markets; (ii) increasing the number and value of service packages
purchased by fertility centers that are members of the IntegraMed Provider
Network; (iii) entering into additional FertilityPartners(TM) contracts; (iv)
increasing revenues at FertilityPartners centers; (v) increasing the number of
Shared Risk Refund treatment packages sold to patients of contracted fertility
centers and managing the risk associated with the Shared Risk Refund Program;
(vi) increasing sales of pharmaceutical products and services; and (vii)
developing Internet-based access to personalized health information.
The strategy is complemented by our approach of focused diversification. We
have segmented the fertility market into providers and consumers. We offer
services to the provider segment focused on improving clinical and financial
results. We offer products and services to consumers that improve access to
treatment. All of the product and service offerings are synergistic, each
customer segment complementing the other.
The strategy requires the Company to: (a) stay focused on the fertility
industry; (b) provide exceptional customer service; (c) deliver premium services
to obtain premium prices; (d) develop and maintain standardized products and
services along with a scalable infrastructure; and (e) take advantage of the
potential of consumer pull-through with direct-to-consumer investment.
During 2001, the Company negotiated revised fee structures on four of its
then existing major FertilityPartners business services contracts. On these
contracts, service fees are comprised of (a) a tiered percentage of revenue, (b)
a fixed percentage of medical practice earnings and (c) reimbursed cost of
services. In addition, the Company negotiated lower additional percentages on
the revenue and medical practice earnings components. These lower fees are to be
phased in over an estimated five-year period.
On April 26, 2002, the Company signed an agreement to supply a complete
range of business, marketing and facility services to the Northwest Center for
Infertility and Reproductive Endocrinology ("NCIRE") located in Margate,
Florida. Under the terms of the 15-year agreement, the Company's service fees
are comprised of (a) reimbursed costs of services, (b) a tiered percentage of
revenues, and (c) an additional fixed percentage of NCIRE earnings. The Company
has committed up to $2 million to fund the development of and to equip a new
state-of-the-art facility to house the clinical practice and embryology
laboratory for NCIRE and its patients.
On November 25, 2002, the Company announced the ending of its
FertilityPartners agreement with Reproductive Science Associates of New York
("RSA of New York"). This agreement was scheduled to end on November 15, 2003.
RSA of New York serves the Long Island market and the Company's related revenues
and contribution were: $8,800,000 and $519,000 for the full 2002 year;
$2,185,000 and $215,000 for the first quarter of 2003; and $4,783,000 and
$671,000 for the first six months of 2003. At the time of the announcement, the
11
Company evaluated its exclusive business rights asset associated with RSA of New
York and reduced that asset to its realizable value by adjusting the asset
downward by $350,000. Based upon subsequent discussions with representatives
from RSA of New York, the Company terminated its FertilityPartners agreement
effective June 30, 2003. In consideration for the earlier contract termination,
the Company recognized as revenue a one-time termination payment of
approximately $320,000, and related costs of approximately $82,000, in the
second quarter of 2003. The Company will continue an ongoing relationship with
this medical practice under its FertilityDirect program.
On September 1, 2003, the Company signed a FertilityPartners agreement to
supply a complete range of business, marketing and facility services to a
physician practice in Charlotte, North Carolina. Under the terms of the 15-year
agreement, the Company's service fees are comprised of a tiered percentage of
revenues, reimbursed costs of services, and a fixed percentage of practice
earnings. Net consideration for the agreement was $2.2 million, to be amortized
over the life of the contract. In addition, the Company has committed up to $2
million to fund the development and equipping of a new state-of-the-art facility
to house the practice and its embryology laboratory.
The Company seeks to increase the number of patients in the IntegraMed
Network that participate in the Shared Risk Refund Program. The Shared Risk
Refund Program was established at Shady Grove Fertility Partners ("Shady Grove")
- the leading fertility center in the metropolitan Washington, DC area and a
member of the IntegraMed Provider Network. Based on the experience at Shady
Grove, the Company developed an actuarial model that allows pricing a treatment
package to consumers. The Shared Risk Refund Program consists of a package that
includes up to three cycles of in vitro fertilization for one fixed price with a
significant refund if the patient does not deliver a baby. Under this innovative
financial program, the Company receives payment directly from consumers who
qualify for the program and pays contracted fertility centers a defined
reimbursement for each treatment cycle performed. The Company manages the risks
associated with the Shared Risk Refund Program through a case management
program. This case management program authorizes patient care and provides
information to be used in recognizing revenue and developing the related
reserves for refunds. Actual results to date have not varied materially from the
estimates used in the actuarial model.
12
Results of Operations
The following table shows the percentage of revenues represented by various
expense and other income items reflected in the Company's Consolidated Statement
of Operations. Ratios for revenues, cost of services incurred and contribution
for a particular segment are percentages of the related revenues from that
segment only. All other ratios are percentages of total revenues.
For the For the
three-month period nine-month period
ended September 30, ended September 30,
------------------- -------------------
2003 2002 2003 2002
------- ------ -------- ---------
Revenues, net
FertilityPartners Service Fees................... 79.8% 73.7% 78.8% 76.1%
Pharmaceutical Sales............................. 16.0% 24.5% 18.2% 22.3%
FertilityDirect Revenues......................... 4.2% 1.8% 3.0% 1.6%
----- ----- ----- -----
Total Revenues................................... 100.0% 100.0% 100.0% 100.0%
Costs of services incurred:
FertilityPartners costs......................... 70.0% 63.3% 69.1% 65.7%
Pharmaceutical costs............................ 15.5% 23.5% 17.7% 21.4%
FertilityDirect costs........................... 2.6% 1.4% 2.0% 1.4%
----- ----- ----- -----
Total Costs of services and sales............... 88.1% 88.2% 88.8% 88.5%
Contribution
FertilityPartners contribution.................. 9.8% 10.4% 9.7% 10.4%
Pharmaceutical contribution..................... 0.5% 1.0% 0.5% 0.9%
FertilityDirect contribution.................... 1.6% 0.4% 1.0% 0.2%
----- ----- ----- -----
Total contribution.............................. 11.9% 11.8% 11.2% 11.5%
General and administrative expenses.................. 10.0% 9.6% 9.5% 9.3%
Interest income...................................... (0.1)% (0.0)% (0.1)% (0.1)%
Interest expense..................................... 0.1% 0.1% 0.0% 0.1%
Total other expenses............................ 10.0% 9.7% 9.4% 9.3%
Income before income taxes........................... 1.9% 2.1% 1.8% 2.1%
Provision for income taxes........................... 0.7% 0.7% 0.7% 0.7%
Net income........................................... 1.2% 1.4% 1.1% 1.4%
Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002
Revenues for the three months ended September 30, 2003 were $22.3 million,
a decrease of 4.6% from revenues of $23.3 million for the three months ended
September 30, 2002. Major factors contributing to this change were as follows:
(i) FertilityPartners service fees increased approximately 3.5%
between the third quarters of 2002 and 2003. While revenue
growth among underlying FertilityPartners remains strong, the
quarter-to-quarter comparison was negatively impacted by the
lack of revenue in the third quarter of 2003 from the Company's
previously disclosed termination of its New York based
FertilityPartners contract. Third quarter 2003 results also
included one month of revenues from the Company's new, North
Carolina based, FertilityPartners contract.
(ii) The Company's Pharmaceutical segment has been experiencing lower
health insurance reimbursements rates and higher manufacturer
costs on several major products. Efforts to increase
reimbursement rates and rollback price increases were made in
13
the third quarter and should positively impact the fourth
quarter and 2004. During the third quarter, the Company
de-emphasized distribution of several products with unattractive
profit margins. Together, these actions have caused an overall
decline of 37.7% in Pharmaceutical sales revenue and has reduced
pharmaceutical sales as a percentage of total revenue to 16.0%,
down from 24.5% during the same period in 2002.
(iii) FertilityDirect revenues, comprised primarily of the Company's
Shared Risk Refund Program and Network member Affiliate Fees,
increased 127.0%. This increase was the result of the Company's
previously disclosed commitment to focus its marketing efforts
on increasing new affiliate membership and strong pregnancy
outcomes and increased patient volume within its Shared Risk
Refund Program.
As a percentage of revenues, contribution increased from 11.8% in the third
quarter of 2002, to 11.9% in the third quarter of 2003. The following factors
contributed to this change:
(i) Contribution from our FertilityPartners product line declined to
12.2% of associated revenues for the third quarter of 2003 vs.
14.1% for the same period in 2002. Substantially all of the
decline related to the loss of revenue from the conversion of
the RSA of New York partner contract to an affiliate contract
for the full quarter. This reduction was mitigated somewhat by
the addition of one month of revenue from the new North Carolina
based FertilityPartners contract.
(ii) The Company's pharmaceutical contribution experienced a decline
to 3.2% of associated revenues in the third quarter of 2003 from
3.8% in the third quarter of 2002. This was a significant
improvement over the second quarter's contribution of 2.6% and
reflects the results of the response to the previously discussed
market place pricing changes and the mix of products distributed
by the Company.
(iii) The Company's FertilityDirect program, comprised primarily of
its Shared Risk Refund Program and Network members Affiliate
Fees, generated a contribution of 38.7% of associated revenues
in the third quarter of 2003, compared to a 23.9% contribution
for the same period in 2002. This favorable increase was the
result of favorable pregnancy rates within the Shared Risk
Refund Program, growing Affiliate Fees associated with the
Company's expanding network and increased market awareness of
the advantages of the Shared Risk Refund program to infertile
couples.
General and administrative expenses remained stable, decreasing less than
0.01% compared to the third quarter of 2002. The Company has initiated a cost
management program designed to control general and administrative costs as it
continues to invest in the development of its expanding Network.
Interest income increased from $21,000 to $33,000, mostly as a result of
interest earned on advances within the FertilityPartner network, and earnings on
increased cash balances. Interest expense declined from $40,000 in the third
quarter of 2002 to $22,000 in the third quarter of 2003. This reduction was due
to lower market interest rates in 2003, and lower debt balances at the beginning
of the third quarter of 2003. Interest expense is expected to increase in the
near term in line with increased borrowings under the Company's amended credit
facility with Fleet Bank, N.A., which became effective during the third quarter
of 2003.
Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002
Revenues for the nine months ended September 30, 2003 were $70.5 million,
an increase of 9.3% from revenues of $64.5 million for the nine months ended
September 30, 2002. The major factors contributing to this growth were as
follows:
(i) FertilityPartners service fees increased approximately 13.1%
between the first nine months of 2002 and 2003. This additional
revenue resulted from an increase in new patient visits at all
of the Company's core FertilityPartners locations, as well as
the inclusion of the Company's Margate, Florida based
FertilityPartner location for a full nine months in 2003. The
2003 results also included one month of revenues from the
Company's new, North Carolina based, FertilityPartners
agreement.
14
(ii) Pharmaceutical sales decreased 10.6% between the first nine
months of 2002 and 2003 as a result of unfavorable insurance
reimbursement rates on several major products. In response, the
Company has de-emphasized distribution of several products
thereby altering its product mix in an effort to maintain
margins.
(iii) FertilityDirect revenues, comprised primarily of the Company's
Shared Risk Refund Program and Network member Affiliate Fees,
increased 100.5%. This increase is a direct result of the
Company's commitment to focus its marketing efforts on direct to
consumer marketing and to drive new patient volume within the
Network. While the volume of participants in the Shared Risk
Refund is increasing, revenues are generated when pregnancies
occur. Pregnancy rates have increased in this period compared to
the prior year.
As a percentage of revenues, contribution was 11.2% for the first nine
months of 2003, versus 11.5% in the same period of 2002. The following factors
contributed to this change:
(i) FertilityPartners contribution declined to 12.3% from 13.6% of
associated revenues, between the first nine months of 2003 and
2002, respectively. Despite a continued improvement in the third
quarter, the Company's results for the first nine months
continue to reflect the weakness experienced in the first
quarter as a result of general economic conditions.
(ii) Pharmaceutical contribution declined to 2.7% of associated
revenues during the first nine months of 2003 compared to 3.8%
for the same period in 2002. This decline in contribution is
directly related to reduced insurance reimbursement rates as
well as cost increases on specific pharmaceutical products.
(iii) Contribution from the FertilityDirect product suite increased
from 16.6% of associated revenues for the first nine months of
2002 to 36.2% for the first nine months of 2003.This increased
performance resulted from the Company's previously announced
efforts to expand its base of affiliated fertility clinics and
to adopt a direct to consumer marketing orientation for its
Shared Risk Refund program while experiencing strong pregnancy
outcomes, thereby increasing revenues allowing the Company to
leverage expenses to a greater extent in 2003.
General and administrative expenses increased 1.8% in the first nine months
of 2003 compared to the same period in 2002. During the first nine months of
2003, the Company added additional marketing and support costs to promote growth
of its FertilityDirect product lines and assist additional Network expansion.
The Company anticipates maintaining general and administrative costs at this
level as it continues to invest in the development of its expanding Network.
Interest income is virtually unchanged from $73,000 to $77,000, mostly as a
result of higher cash balances and interest earned on advances within the
FertilityPartner network offset by lower rates. Interest expense declined from
$119,000 for the nine months ended September 30, 2002 to $54,000 for the same
period in 2003. This reduction was due to lower market interest rates in 2003,
as well as lower outstanding debt balances throughout most of 2003. Interest
expense is expected to increase in the near term in line with increased
borrowings under the Company's amended credit facility with Fleet Bank, N.A.,
which became effective during the third quarter of 2003.
Liquidity and Capital Resources
Historically, the Company has financed its operations by the sale of equity
securities, issuance of notes and internally generated resources. In addition,
the Company also uses bank financing for working capital and business
development. The Company's working capital increased during the third quarter of
15
2003 to $5.2 million as of September 30, 2003 up from $2.9 million as of
December 31, 2002, mainly as a result of new bank debt discussed below. The
Company believes that working capital and, specifically, cash and cash
equivalents will remain at adequate levels to fund the Company's operations. As
of September 30, 2003, the Company did not have any significant purchase
commitments for the acquisition of fixed assets, however, it has budgeted
upcoming capital expenditures of approximately $8.1 million for the balance of
2003 and early 2004. These expenditures are primarily related to the expansion
of the Company's FertilityPartners centers . The Company believes that the cash
flows from its operations plus its credit facility and new term loan (see below)
will be sufficient to provide for its future liquidity needs for the next twelve
months.
On July 31, 2003, the Company amended its existing credit facility with Fleet
Bank, N.A. The amended facility is comprised of a $7.0 million three-year
working capital revolver and a $5.75 million three-year term loan, of which
approximately $0.75 million was used to repay the remaining outstanding balance
of the previous credit facility. Each component bears interest by reference to
Fleet's prime rate or LIBOR, at the Company's option, plus a margin, which is
dependent upon a leverage test, ranging from 2.00% to 2.50% in the case of
LIBOR-based loans. Prime based loans are made at Fleet Bank's prime rate and do
not contain an additional margin. Interest on the prime-based loans is payable
monthly and interest on LIBOR-based loans is payable on the last day of each
applicable interest period. 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. As of November 3, 2003, under the working capital
revolver, there were no amounts outstanding and the full amount of $7.0 million
was available. The Fleet credit facility is collateralized by all of the
Company's assets.
Significant Contractual Obligations and Other Commercial Commitments:
The following summarizes the Company's contractual obligations and other
commercial commitments at September 30, 2003, and the effect such obligations
are expected to have on its liquidity and cash flows in future periods.
Payments Due by Period
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
---------- ---------------- ----------- ------------ -------------
Notes Payable................. $ 5,524,000 $1,211,000 $ 4,313,000$ $ -- $ --
Operating leases.............. 24,621,000 3,586,000 6,727,000 5,186,000 9,122,000
------------ ----------- ------------ ---------- ----------
Total contractual cash
Obligations............... $30,145,000 $4,797,000 $11,040,000 $5,186,000 $9,122,000
Amount of Commitment Expiration Per Period
Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years
---------- ---------------- ------------- ------------- -------------
Lines of credit............... $ 7,000,000 $ -- $7,000,000 $ -- $ --
The Company also has commitments to provide accounts receivable financing
under its FertilityPartners agreements. The Company's financing of this
receivable occurs on the 15th of each month. The medical practice's repayment
priority consists of the following:
(i) Reimbursement of expenses that the Company has incurred on
their behalf;
(ii) Payment of the fixed or, if applicable, the variable portion
of the service fee which relates to the FertilityPartners
revenues; and
(iii) Payment of the variable portion of the service fee.
16
The Company is responsible for the collection of receivables, which are
financed with full recourse. The Company has continuously funded these needs
from cash flow from operations and the collection of the prior month's
receivables. If delays in repayment are incurred, which have not as yet been
encountered, the Company could draw on its existing working capital line of
credit. The Company makes payments on behalf of the FertilityPartners for which
it is reimbursed in the short-term. Other than these payments, as a general
course, the Company does not make other advances to the medical practice. The
Company has no other funding commitments to the FertilityPartners.
Recent Accounting Standards
The Company discloses its critical accounting policies in its Form 10-K
filed with the Securities and Exchange Commission. Since December 31, 2002, none
of those policies have changed, nor have any been added except as noted in the
next paragraph.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", which amended SFAS No. 123, "Accounting
for Stock-Based Compensation," to provide alternative methods for stock-based
compensation. SFAS No. 148 allows for (a) a prospective method, (b) a modified
prospective method and (c) a retroactive restatement method. The prospective
method involves recognizing expense for the fair value for all awards granted or
modified in the year of adoption and thereafter with no expense recognition for
previous awards. The modified prospective method involves recognizing expense
for the fair value for all awards granted or modified in the year of adoption
and thereafter and for all awards previously granted, modified or settled since
1994 (the original SFAS No. 123 implementation date) that are unvested at the
beginning of the year of adoption. The retroactive restatement method involves
restating all periods presented for the fair value of all awards previously
granted, modified or settled since 1994 (the original SFAS No. 123
implementation date). The Company has elected to adopt the fair value method of
accounting in our financial statements beginning in 2003 using the prospective
method. The Company will apply the fair value recognition provisions to all
stock based awards granted, modified or settled on or after January 1, 2003 and
will continue to provide the required pro forma information in the Notes to our
Consolidated Financial Statements on an interim and annual basis. We do not
expect the adoption of the fair value method of accounting to have a material
effect on our consolidated financial position or consolidated results of
operations for the year ending December 31, 2003. We are not contractually
committed to grant or modify awards in future accounting periods and we do not
anticipate any changes to our policies or procedures in regards to stock-based
awards as a result of this implementation.
Other recently issued accounting standards are summarized below:
Financial Accounting Standards Board Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51
On January 17, 2003, the Financial Accounting Standards Board (FASB or the
"Board") issued FASB Interpretation No. 46 (FIN 46 or the "Interpretation"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
The primary objective of the Interpretation is to provide guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
variable-interest entities (VIEs). ). FIN 46's effective date has been deferred
until the first interim period or annual period ending after December 15, 2003.
The Company is currently evaluating applicability of FIN 46.
Forward Looking Statements
This Form 10-Q and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking statements regarding events and/or
anticipated results within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the attainment of which
involves various risks and uncertainties. Forward-looking statements may be
17
identified by the use of forward-looking terminology such as, "may", "will",
"expect", "believe", "estimate", "anticipate", "continue", or similar terms,
variations of those terms or the negative of those terms. The Company's actual
results may differ materially from those described in these forward-looking
statements due to the following factors: the Company's ability to acquire
additional FertilityPartners agreements, the Company's ability to raise
additional debt and/or equity capital to finance future growth, the loss of
significant FertilityPartners agreement(s), the profitability or lack thereof at
fertility centers serviced by the Company, increases in overhead due to
expansion, the exclusion of fertility and ART services from insurance coverage,
government laws and regulation regarding health care, changes in managed care
contracting, the timely development of and acceptance of new fertility, and ART
and/or genetic technologies and techniques. The Company is under no obligation
to (and expressly disclaims any such obligation) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For information regarding our exposure to certain market risks, see Item
7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, in our Annual
Report on Form 10-K for the year ended December 31, 2002. There have been no
significant changes in our market risk exposures from the fiscal 2002 year-end.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
the Company evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange
Act) as of September 30, 2003 (the "Evaluation Date"). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective in timely alerting such officers to the material
information relating to the Company that is required to be included in the
Company's periodic SEC filings.
(b) Changes in internal controls.
There were no significant changes made in the Company's internal controls
during the period covered by this report or, to the Company's knowledge, in
other factors that could significantly affect these controls subsequent to the
date of the Company's evaluation.
19
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits on Page 23.
(b) Reports on Form 8-K
The Company filed with the Securities and Exchange
Commission on July 14, 2003, a Current Report on Form
8-K for the July 14, 2003 event announcing a change in
the Company's 401(K) investment platform and 401(K)
record keeper. The Company also announced that officers
and directors of the Company are prohibited from trading
Company common stock during a "black-out" period running
from July 28, 2003 to August 14, 2003.
The Company filed with the Securities and Exchange
Commission on July 15, 2003, a Current Report on Form
8-K for the July 10, 2003 event publicizing the debut of
the Company at number 24 on Fortune Small Business
magazine's list of the top 100 fast growing publicly
traded small companies in America.
The Company filed with the Securities and Exchange
Commission on August 7, 2003, a Current Report on Form
8-K for the August 5, 2003 event reporting the public
dissemination of a press release announcing the
financial results for the second quarter ended June 30,
2003.
The Company filed with the Securities and Exchange
Commission on August 11, 2003, a Current Report on Form
8-K for the August 8, 2003 event announcing the Company
had reached an agreement with Fleet Bank on a new credit
facility.
The Company filed with the Securities and Exchange
Commission on September 8, 2003, a Current Report on
Form 8-K for the September 8, 2003 event announcing the
signing of a FertilityPartner agreement to provide
business, marketing and facility services to a leading
North Carolina fertility center.
The Company filed with the Securities and Exchange
Commission on September 23, 2003, a Current Report on
Form 8-K for the September 22, 2003 event reporting the
public announcement of the Company's participation in
Friedland Capital's Medical and Healthcare Conference in
New York City on September 24, 2003.
20
The Company filed with the Securities and Exchange
Commission on September 30, 2003, a Current Report on
Form 8-K for the September 29, 2003 event announcing the
Company at number 39 on Deloitte and Touche's list of
the 50 fastest growing technology companies in New York.
Reports on Form 8-K filed subsequent to September 30,
2003
The Company filed with the Securities and Exchange
Commission on October 6, 2003, a Current Report on Form
8-K for the October 6, 2003 event announcing the Company
at number 12 on Crain's list of fastest growing New York
companies.
The Company filed with the Securities and Exchange
Commission on October 27, 2003, a Current Report on Form
8-K for the October 27, 2003 event announcing an
investment community conference call on October 31,
2003, to discuss the Company's third quarter of 2003
financial results.
The Company filed with the Securities and Exchange
Commission on October 30, 2003, a Current Report on Form
8-K for the October 30, 2003 event reporting the public
dissemination of a press release announcing the
Company's financial results for the third quarter ended
September 30, 2003.
The Company filed with the Securities and Exchange
Commission on November 3, 2003, a Current Report on Form
8-K for the November 3, 2003 event announcing the
Company's exclusive agreement with a Kansas City-based
Reproductive Resource Center.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: November 13, 2003 By: /s/:John W. Hlywak, Jr.
----------------------------
John W. Hlywak, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
22
Exhibit
Number Exhibit
------ -------
10.120 -- Service Agreement between IntegraMed America, Inc and
Reproductive Endocrine Associates of Charlotte, P.C.
31.1 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
dated November 14, 2003
31.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
dated November 14, 2003.
32.1 -- CEO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated November 14, 2003.
32.2 -- CFO Certification Pursuant to 18 U.S.C.ss.1350 as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
dated November 14, 2003.
99.45 -- Registrant's Press Release dated September 8, 2003. (1)
99.46 -- Registrant's Press Release dated September 22, 2003. (2)
99.47 -- Registrant's Press Release dated September 29, 2003. (3)
99.48 -- Registrant's Press Release dated October 6, 2003. (4)
99.49 -- Registrant's Press Release dated October 27, 2003. (5)
99.50 -- Registrant's Press Release dated October 30, 2003. (6)
99.51 -- Registrant's Press Release dated November 3, 2003. (7)
----------------------------------------------
(1) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated September 8, 2003 and incorporated by reference
thereto.
(2) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated September 23, 2003 and incorporated by reference
thereto.
(3) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated September 30, 2003 and incorporated by reference
thereto.
(4) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated October 6, 2003 and incorporated by reference
thereto.
(5) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated October 27, 2003 and incorporated by reference
thereto.
(6) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated October 30, 2003 and incorporated by reference
thereto.
(7) Filed as exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated November 3, 2003 and incorporated by reference
thereto.
23