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 33 clinics located in 13 states which specialize in the treatment of vein disease and disorders.

The primary elements of our business strategy include:

o Expanding our network of fertility and vein clinics into new major markets;
o Increasing sales of Attain IVF and our treatment financing products to fertility patients;
o Increasing revenues and profits at contracted fertility centers and consolidated vein clinics; and
o 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 and increasing productivity and profitability at each clinic.

Major Events Impacting Financial Condition and Results of Operations

2009

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.

Subsequent Event

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.

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.

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 March 31, 2009 and 2008:


                                               For the
                                         Three-month period
                                           Ended March 31,
                                        --------------------
                                           2009      2008
                                        ---------  --------
                                            (unaudited)
Revenues, net

    Fertility Centers ..............      69.3%     71.8%
    Consumer Services ..............      10.0%      8.8%
    Vein Clinics ...................      20.7%     19.4%
                                         -----     -----

         Total Revenues ............     100.0%    100.0%
                                         -----     -----

Cost of services and sales

    Fertility Centers ..............      64.3%     66.7%
    Consumer Services ..............       7.1%      6.5%
    Vein Clinics ...................      19.3%     18.7%
                                          -----     -----
    Total cost of services and sales      90.7%     91.9%
                                          -----     -----


Contribution

    Fertility Centers ..............       5.0%      5.1%
    Consumer Services ..............       2.9%      2.3%
    Vein Clinics ...................       1.4%      0.7%
                                          -----     -----
         Total contribution ........       9.3%      8.1%
                                          -----     -----

General and administrative expenses        6.0%      5.2%
Interest income ....................      (0.1)%    (0.4)%
Interest expense ...................       0.6%      1.0%
                                          -----     -----
         Total other expenses ......       6.4%      5.8%
                                          -----     -----

Income before income taxes .........       3.0%      2.3%
Income tax provision ...............       1.2%      0.9%
                                          -----     -----
Net income .........................       1.8%      1.4%
                                          =====     =====

Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008

Revenues

For the three months ended March 31, 2009, total revenues of $52.4 million increased approximately $6.7 million, or 14.8%, from the same period in 2008. All three of our operating divisions reported increased revenue versus the year ago period. Our Fertility Centers revenue increased approximately $3.5 million, or 10.8%, as a result of growth within existing underlying medical practices and the addition of one new Partner arrangement in April 2008. Our Consumer Services segment experienced increased revenues of $1.2 million, or 29.9% primarily driven by growth in its Attain IVF program. Revenue in our Vein Clinics segment increased $2.0 million, or 22.7%, due to higher patient flow and the opening of five new clinics within the prior twelve months.

A segment-by-segment discussion is presented below.

Fertility Centers Segment

In providing clinical care to patients, each of our Partner practices 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 Partner practices are:

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

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

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

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 Partner practices.

During the first quarter of 2009, Fertility Center revenues increased by $3.5 million or 10.8% from the same period in 2008. This increase was primarily driven by a 7.6% rise in same-center fertility revenue as well as the addition of one new Partner contract in April 2008, which was responsible for $1.2 million of our revenue growth.

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

                                                               For the
                                                            Three months
                                                           Ended March 31,
                                                       ---------------------
                                                         2009         2008
                                                       --------     --------
                                                             (unaudited)
                                                      Providers      Providers
                     Physician Financials

  (a) Patient revenue...............................  $48,405        $43,749
  (b) Cost of services..............................   32,829         29,764
  (c) Base service fee..............................    2,278          2,036
                                                      -------        -------
  (d) Practice contribution (a-b-c).................   13,298         11,949
  (e) Physician compensation........................   11,885         10,697
  (f) IntegraMed additional fee.....................    1,474          1,251

                IntegraMed Financials

  (g) IntegraMed gross revenue (b+c+f)..............   36,581         33,051
  (h) Amortization of business service rights.......     (324)          (324)
  (i) Other revenue.................................       26             19
                                                      -------       --------

New Patients Visits, which are an indicator of initial patient interest in fertility treatment, rose 12% in the first quarter of 2009 versus the year earlier period. Likewise, IVF Cycle volume, which is an indicator of billable charges, rose 13% during the same period. These key Fertility Center metrics are presented below:

                     --------------------------------------------------------
                       Q1 2009        Q1 2008         Change        % Change
                     --------------------------------------------------------

Revenues:             $36.283M       $32.746M        $3.537M           11%
-----------------------------------------------------------------------------
Operating Income:      $2.640M        $2.304M        $0.336M           15%
-----------------------------------------------------------------------------
New Patient Visits:     7,554          6,765           789             12%
-----------------------------------------------------------------------------
IVF Cycles:             3,533          3,141           392             13%
-----------------------------------------------------------------------------

Consumer Services Segment

During the first quarter of 2009, Consumer Services revenues increased by $1.2 million or 29.9% from the same period in 2008. Revenues from our Attain IVF program accounted for approximately 93.8% of our Consumer Services Segment revenues during the first quarter of 2009, up from 92.1% for the same period 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:

o The number of patients enrolled and receiving treatment
o Clinical pregnancy rates

Applications for entrance into our Attain IVF Program rose 14% and actual program enrollments increased 19% in the first quarter of 2009 versus the first quarter of 2008. These key quarter-to-quarter metrics for our Consumer Services division are presented below:

                    ---------------------------------------------------------
                      Q1 2009         Q1 2008         Change        % Change
                    ---------------------------------------------------------

Revenues:             $5.226M         $4.023M         $1.203M          30%
-----------------------------------------------------------------------------
Operating Income:     $1.513M         $1.065M         $0.448M          42%
-----------------------------------------------------------------------------
Applications:           549             481             68             14%
-----------------------------------------------------------------------------
Enrollments:            253             212             41             19%
-----------------------------------------------------------------------------

Our Affiliate program generated revenues of $315,000 during the first quarter of 2009, up 11% from revenues of $283,000 during the same period in the prior year. This increase in revenue is primarily attributable to recently implemented pricing adjustments for the program's services. As of March 31, 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.

Vein Clinics Segment

Revenues for our Vein Clinics segment grew 22.7% to $10.8 million in the first quarter of 2009 compared to revenues of $8.8 million in the year-ago quarter.

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 5 additional operating clinics opened since the first quarter of 2008. These five new clinics accounted for $0.9 million of our $2.0 million revenue growth, with revenue from existing clinics open for longer than one year increasing $1.1 million for a same-clinic growth rate of 7.8% over the same period in the prior year. We continue to target the opening of three or four additional new vein clinics in locations across the country during the remainder of 2009, however this pace could be affected by recent challenges in physician recruitment. To address this issue we are assembling 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 59% in the first three months of 2009 relative to the year earlier period. First Leg Starts, which signifies the beginning of a billable treatment cycle rose 30% in the first quarter of 2009 versus the first quarter of 2008. These key quarter-to-quarter operational metrics for our Vein Clinics division are presented below:

                    ----------------------------------------------------------
                      Q1 2009         Q1 2008          Change        % Change
                    ----------------------------------------------------------

Revenues:             $10.846M        $8.842M          $2.004M         23%
------------------------------------------------------------------------------
Operating Income:     $0.754M         $0.322M          $0.432M         134%
------------------------------------------------------------------------------
New Consultations:     3,121           1,961            1,160          59%
------------------------------------------------------------------------------
First Leg Starts:      1,574           1,208             366           30%
------------------------------------------------------------------------------

Contribution

Contribution for the first quarter of 2009 was $4.9 million, up $1.2 million or 32.9% from the year earlier period. A segment-by-segment discussion is presented below.

Fertility Centers Segment

Fertility Center contribution of $2.6 million in the first quarter of 2009 was up $0.3 million, or 14.6%, from the first quarter of 2008. This increase is comprised of additional contribution of $0.4 million derived from services offered to our Partner clinics less $0.1 million of related additional divisional level overhead. Our new Partner contract, acquired in April 2008, was responsible for $0.1 million of this increase in contribution. First quarter margins also improved in 2009, rising to 7.3% versus 7.0% for the first quarter of 2008, an indication of improved operational efficiency.

Consumer Services Segment

Contribution from our Consumer Services segment grew by $448,000 or 42% in the first quarter of 2009, compared to the same period in the prior year. This growth was driven by our previously noted19% increase in enrollments into our Attain IVF program as well as a 5.8% increase in pregnancy success during the first three months of 2009 versus the year earlier period. First quarter 2009 pregnancy success rates are at the high end of the expected range while the prior year success rates were at a slightly lower more normalized point.

Vein Clinics Segment

For the first quarter of 2009, contribution from our Vein Clinics division of $754,000 was $432,000, or 134%, above the first quarter of 2008. This increase in contribution was the result of a 30% increase in patient treatment starts derived from our enhanced and refocused direct-to-consumer marketing outreach programs as well as the addition of five new clinics that have opened since the first quarter of 2008.

Contribution margins in our Vein Clinics segment rose to 7.0% for the three months ended March 31, 2009, versus 3.6% in the year earlier period. This increase in margins are a direct result of our increased patient flow coupled with cost containment measures at the clinical and division level.

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 $3.1 million in the first quarter of 2009, or 64% of operating contribution relative to costs of $2.4 million during the first quarter of 2008, which also

equaled 64% of contribution in the year earlier period. We continue to actively manage G&A expenses in order to obtain maximum leverage relative to total contribution.

Interest

Net interest expense in the first quarter of 2009 totaled $220,000, compared to net interest expense of $279,000, during the same period in the prior year. The $59,000 reduction in net interest expense was primarily the result scheduled debt repayments which have reduced our average borrowing levels during the prior four quarters. Excluding any new financing arrangements, we expect to continue to reduce our interest expense in subsequent quarters as we make scheduled debt payments.

Income Tax Provision

Our provision for income tax was approximately $0.6 million for the three months ended March 31, 2009, or 40.6% of pre-tax income. This is compared to approximately $0.4 million, or 40.8%, of pre-tax income during the same period last year. 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 three months ended March 31, 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. As of March 31, 2009, the total gross unrecognized tax benefits were approximately $255,000, and the total unrecognized tax benefits (net of federal effect) were approximately $179,000, all of which would impact our effective tax rate if recognized. Interest on unrecognized tax benefits as of March 31, 2009 was approximately $33,000. 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 March 31, 2009, through the acquisition of the 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 any interest in the captive insurance provider where 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 March 31, 2009, we had approximately $24.0 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 $6.1 million, at March 31, 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 $2.6 million and scheduled debt payments of $0.9 million in the first quarter of 2009.

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 $12.5 million and $13.9 million as of March 31, 2009 and December 31, 2008, respectively. The decrease in deposits is a direct result of increased patient treatments, and increased revenue realization, during the first quarter of 2009 compared to the same period in the prior year. These deposits are a . . .