UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act 1934
Date of Report (Date of earliest event reported): October 31, 2006
INTEGRAMED AMERICA, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
0-20260 6-1150326
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(Commission File Numbers) (IRS Employer Identification No.)
Two Manhattanville Road, Purchase, NY 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (914) 253-8000
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17
___ CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
___ CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the
___ Exchange Act (17 CFR 240.14d-2(b)
Pre-commencement communication pursuant to Rule 13e-4(c) under the
___ Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance On Previously Issued Financial Statements Or A Related
Audit Report Or Completed Interim Review.
On October 30, 2006 management concluded, and subsequently reported to
the Audit Committee of the Board of Directors, that our audited financial
statements for the fiscal year ended December 31, 2005 and our unaudited
financial statements and financial information for the three and six-month
periods ended March 31, 2006 and June 30, 2006 (the "Relevant Periods") and the
comparative prior periods should no longer be relied upon and will be restated
in order to correct an error regarding the deferred income tax accounting of
acquiring the stock of Reproductive Partners, Inc. in January, 2005 in
accordance with Financial Accounting Standards Board Emerging Issues Taskforce
Issue No. 98-11- "Accounting for Acquired Temporary Differences in Certain
Purchase Transactions That Are Not Accounted for as Business Combinations". As
noted in the table below, there is no impact on net income or earnings per share
as a result of this correction.
After we reviewed our accounting for the above-mentioned transaction we
noted that we did not properly account for the difference between the amount
paid in the transaction (the book basis) and the tax basis of the assets
acquired and therefore we understated the asset acquired and also understated
the related deferred tax accounts. The correction to the December 31, 2005
Balance Sheet for the proper accounting is to increase intangible assets by
$2,035,000, decrease deferred tax assets by $977,000 and increase deferred tax
liabilities by $1,058,000, all non-cash items. The impact to the Statement of
Operations is to increase the amortization of the intangible by approximately
$20,000 a quarter and reduce income tax expense through the amortization of the
deferred tax liability by $20,000 a quarter. As a result, there is no change to
net income and earnings per share for any period. The Statement of Shareholders'
Equity is not affected by this restatement.
As a result of the error described above, we expect to file amendments to
our Form 10-K and our Forms 10-Q for the Relevant Periods with the Securities
and Exchange Commission as soon as practical to reflect the correct accounting
and related disclosures.
The following table illustrates the impact of the correction:
As
Previously
Reported Restated
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Balance Sheet Summary
June 30, 2006
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Total Assets.................................. $67,976 $69,473
Total Liabilities............................. 29,725 31,222
Total Stockholders' Equity.................... 38,251 38,251
March 31, 2006
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Total Assets.................................. 64,004 65,154
Total Liabilities............................. 26,377 27,527
Total Stockholders' Equity.................... 37,627 37,627
December 31, 2005
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Total Assets.................................. 65,575 66,633
Total Liabilities............................. 28,775 29,833
Total Stockholders' Equity.................... 36,800 36,800
As
Previously
Reported Restated
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Statement of Operations Summary
Six Months ended June 30, 2006
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Revenues...................................... 62,284 62,243
Income before taxes........................... 1,678 1,637
Income tax provision.......................... 669 628
Net Income.................................... 1,009 1,009
Earnings Per Share............................ 0.15 0.15
Three Months ended March 31, 2006
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Revenues...................................... 30,454 30,434
Income before taxes........................... 792 772
Income tax provision.......................... 316 296
Net Income.................................... 476 476
Earnings Per Share............................ 0.07 0.07
Year ended December 31, 2005
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Revenues...................................... 128,890 128,809
Income before taxes........................... 2,788 2,707
Income tax provision.......................... 1,065 984
Net Income.................................... 1,723 1,723
Earnings Per Share............................ 0.28 0.28
The Audit Committee and the Company's Chief Financial Officer have
discussed the matters disclosed in this filing with Amper, Politziner & Mattia,
P.C., the Company's independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: October 31, 2006 By: /s/John W. Hlywak, Jr.
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John W. Hlywak, Jr.
Executive Vice President & CFO