Interpace Biosciences, Inc 10-K for FY2022

Interpace Biosciences, Inc. (IDXG)

10-K 2023-03-27 For: 2022-12-31

Added on April 06, 2026

About this 10-K

Interpace Biosciences, Inc filed this 10-K on March 27, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.68M; down 30.7% from $8.2M a year earlier
Net loss: $21.96M; compared with a net loss of $14.94M a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

			Page
PART I
	Item 1.	Business	4
	Item 1A.	Risk Factors	26
	Item 1B.	Unresolved Staff Comments	60
	Item 2.	Properties	60
	Item 3.	Legal Proceedings	60
	Item 4.	Mine Safety Disclosures	60

PART II
	Item 5.	Market for our Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	60
	Item 6.	Reserved	61
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	73
	Item 8.	Financial Statements and Supplementary Data	74
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	74
	Item 9A.	Controls and Procedures	74
	Item 9B.	Other Information	74
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	74

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	75
	Item 11.	Executive Compensation	75
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
	Item 14.	Principal Accounting Fees and Services	75

PART IV
	Item 15.	Exhibits, Financial Statement Schedules	76
	Item 16.	Form 10-K Summary	79

Signatures			80

	●	we have a history of operating losses and our clinical services have generated limited revenue;

	●	we expect to incur net losses for the foreseeable future and we may never achieve or sustain profitability;

	●	the effect of the Coronavirus (COVID-19) pandemic which in the past has materially and adversely affected our business and financial results;

	●	our expectations of future revenues, expenditures, capital or other funding requirements;

	●	our reliance on Medicare reimbursement for our clinical services and our being subject to decisions of the Center for Medicare and Medicaid Services (“CMS”) regarding reimbursement and pricing of our clinical services which could have a material adverse effect on our business and financial results;

	●	our ability to continue to perform, bill and receive reimbursement for our PancraGEN molecular test under the existing local coverage determination (“LCD”), given that such LCD is currently under review by Novitas Solutions, Inc. (“Novitas”), the Company’s Medicare administrative contractor;

	●	our secured lenders have the right to foreclose on substantially all of our assets if we are unable to timely repay our outstanding obligations;

	●	our dependence on sales and reimbursements from our clinical services for all of our revenue;

	●	the ability to continue to generate sufficient revenue from our clinical service products and other products and/or solutions that we develop in the future is important for our ability to meet our financial and other targets;

	●	our revenue recognition is based, in part, on our estimates for future collections which may prove to be incorrect with the changes in reimbursement rates for ThyGeNEXT^® by Medicare causing us to revise our net realizable values (“NRV’s”) which will reduce revenues in future periods;

	●	our ability to finance our business on acceptable terms in the future, which may limit the ability to grow our business, develop and commercialize products and services, develop and commercialize new molecular clinical service solutions and technologies;

	●	our obligations to make royalty and milestone payments to our licensors;

	●	our dependence on third parties for the supply of some of the materials used in our clinical services tests;

	●	the potential adverse impact of current and future laws, licensing requirements and governmental regulations upon our business operations, including but not limited to the evolving U.S. regulatory environment related to laboratory developed tests (“LDTs”), pricing of our tests and services and patient access limitations;

	●	our reliance on our sales and marketing activities for future business growth and our ability to continue to expand our sales and marketing activities;

	●	our being subject to the controlling interests of our two private equity investors who control, on an as-converted basis, an aggregate of 64.5% of our outstanding shares of common stock through their holdings of our Series B Preferred Stock, and this concentration of ownership along with their authority for designation rights for a majority of our directors and their right to approve certain of our actions has a substantial influence on our decisions;

	●	geopolitical and other economic and political conditions or events (such as the war in Ukraine);

	●	our ability to implement our business strategy; and

	●	the potential impact of existing and future contingent liabilities on our financial condition.

Customer Category	Types of Customers	Nature of Services
Clinical services	● Hospitals ● Physicians ● Cancer Centers ● Clinics	Clinical services provide information on diagnosis, prognosis and predicting treatment outcomes of cancers to guide patient management.
	● Commercial laboratories
	● Pathology groups

Cancer Type	Estimated New Cases	Estimated Deaths
Bladder	81,180	17,100
Breast (Female – Male)	287,858 – 2,710	43,250 – 530
Colon and Rectal (Combined)	151,030	52,580
Kidney (Renal Cell and Renal Pelvis)	79,000	13,920
Leukemia (All Type)	60,650	24,000
Liver and Intrahepatic Bile Duct	41,260	30,520
Lung (Including Bronchus)	236,740	130,180
Melanoma	99,780	7,650
Non-Hodgkin’s Lymphoma	80,470	20,250
Pancreatic	62,210	49,830
Prostate	268,490	34,500
Thyroid	43,800	2,230

	●	Expanding our existing commercial products, especially PancraGEN^®, ThyGeNEXT^® and ThyraMIR^®, focusing on personalized medicine and early intervention related to cancer risk;

	●	Accelerating the clinical development and commercialization of BarreGEN^®, our esophageal cancer risk classifier for Barrett’s Esophagus, working with our recently developed Key Opinion Leaders (“KOL’s”) and expanding clinical studies to seek key reimbursement support while seeking partners to collaborate with us;

	●	Implementation of automation and focus on improved operating efficiencies in the clinical laboratories to provide consistent superior quality testing and reporting at reduced costs;

	○	Initiating and expanding studies to demonstrate that our tests are effective;

	○	Meeting standards necessary to be consistent with leading clinical guidelines;

	○	Executing by our internal managed care team;

	○	Collaborating with KOL’s; and

	○	Establishing payer relationship and in-network contracts serving our diagnostic customers.

	●	Developing and commercializing other related first-line clinical assays and expanding our service offerings such as PanDNA^®, a DNA only version of PancraGEN^®, and markers for aggressive thyroid cancer;

	●	Expanding our commercial sales staff rationally, while supporting our products with high quality data and studies;

	●	Exploring partnering opportunities to acquire new technologies; and

	●	Expanding our bioinformatics data collected (currently from over 60,000 patients), utilizing registries to improve our assays and leveraging our data with potential collaborators.

	●	denial of payment for the services provided in violation of the prohibition;

	●	refunds of amounts collected by an entity in violation of the Stark Law;

	●	a civil penalty of up to $27,750 for each service arising out of the prohibited referral;

	●	possible exclusion from federal healthcare programs, including Medicare and Medicaid; and

	●	a civil penalty of up to $185,009 against parties that enter into a scheme to circumvent the Stark Law’s prohibition.

	●	We face substantial risks due to our operating history of net losses, negative working capital and insufficient cash flows, and lack of liquidity to pay our current obligations and if we are unable to continue our business, our shares may have little or no value.

	●	Our results of operations have been adversely affected and, in the future, could be materially adversely impacted by the COVID-19 virus.

	●	The war between Russia and Ukraine could materially adversely affect our business, results of operations, and financial condition.

	●	We have a history of operating losses, and our clinical services have generated limited revenue. We may continue to incur net losses for the foreseeable future and may never achieve or sustain profitability.

	●	Adverse developments affecting financial institutions, companies in the financial services industry or the financial services industry generally, including those we do business with, could adversely affect our operations and liquidity.

	●	We depend on sales and reimbursements from our clinical services for all of our revenue, and we will need to generate sufficient revenue from these and other products and/or solutions that we develop or acquire to grow our business.

	●	We rely on third-parties to process and transmit claims to payers for our clinical services, and any delay in processing or transmitting could have an adverse effect on our revenue and financial condition.

	●	Due to how we recognize revenue, our quarterly revenue and operating results are likely to fluctuate.

	●	A deterioration in the collectability of our accounts receivable could have a material adverse effect on our business, financial condition and results of operations.

	●	If we are unable to timely repay our outstanding obligations, our secured lenders will have the right to foreclose on our assets.

	●	Two private equity firms and their affiliates’ control, on an as-converted basis, an aggregate of 64.5% of our outstanding shares of common stock through their holdings of our Series B Preferred Stock, which has a liquidation preference in the event of a sale of the Company, and this concentration of ownership along with their authority for designation rights for a majority of our directors and their right to approve certain of our actions has a substantial influence on our decisions.

	●	Billing for our clinical services tests is complex, and we must dedicate substantial time and resources to the billing process to be paid for our clinical services tests.

	●	We depend on a few payers for a significant portion of our revenue for our clinical services, and if one or more significant payers, including CMS, stops providing reimbursement or decreases the amount of reimbursement for our tests, or if we are unable to successfully negotiate additional reimbursement contracts for our clinical services tests, our revenue could decline and our commercial success could be compromised.

	●	We may experience a reduction in revenue if physicians or patients decide not to order our clinical services tests.

	●	Our profitability will be impaired by our obligations to make royalty and milestone payments to our licensors for our clinical services tests.

	●	We rely on sole suppliers for some of the materials used in our tests and services, and we may not be able to find replacements or transition to alternative suppliers in a timely manner.

	●	If the FDA changes its enforcement policy as to LDTs or disagrees with our position that our clinical services tests are LDTs covered by the FDA’s current enforcement discretion policy, we could be subject to a number of enforcement actions, any of which could have a material adverse effect on our clinical services and/or incur substantial costs and delays associated with trying to obtain pre-market clearance or approval and comply with applicable post-market requirements.

	●	The loss of members of our senior management team or our inability to attract and retain key personnel could adversely affect our business.

	●	If we are unable to compete successfully in the markets our clinical services operate in, we may be unable to increase or sustain our revenue or achieve profitability.

	●	If we fail to comply with federal, state and foreign laboratory licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business.

	●	Legislation reforming the U.S. healthcare system may have a material adverse effect on our financial condition and operations.

	●	A failure to comply with federal and state laws and regulations pertaining to our payment practices could result in substantial penalties.

	●	If we do not increase our revenues and successfully manage the size of our operations, our business, financial condition and results of operations could be materially and adversely affected.

	●	The delisting of our common stock from Nasdaq and subsequent trading on OTCQX^® has adversely affected our common stock and business and financial condition.

	●	The risks associated with penny stock classification could affect the marketability of the Company’s common stock and stockholders could find it difficult to sell their shares.

	●	If we are unable to maintain and implement effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

	●	uncertainty of cash collections which could impact or affect net realizable values of sales of our tests and services;

	●	inability of our laboratory to perform tests;

	●	progress or lack of progress in developing and commercializing tests and services;

	●	favorable or unfavorable decisions about our tests or services or reimbursement rates from government regulators, insurances companies, customers, or other third party payers;

	●	the commencement, delay, cancellation or completion of sales and marketing programs;

	●	timing and amount of expenses for implementing new programs and accuracy of estimates of resources required for ongoing programs;

	●	adoption of and coverage and reimbursement for our tests;

	●	changes in our relationships with key collaborators, suppliers, customers and third parties;

	●	fluctuations in net revenue due to changes in the valuation of our patient accounts;

	●	periodic stock-based compensation and awards;

	●	mark to market fluctuations in the valuation of our warrant liabilities;

	●	changes in valuation for contingent consideration related to acquired assets;

	●	fluctuations in R&D, business development and spending for clinical trials;

	●	timing and integration of any acquisitions; and

	●	changes in regulations related to diagnostics, pharmaceutical, biotechnology and healthcare companies.

	●	differences between the list price for our molecular diagnostic tests and the reimbursement rates of payers;

	●	compliance with complex federal and state regulations related to billing Medicare;

	●	changes in billing policy reimbursement by CMS;

	●	disputes among payers as to which party is responsible for payment;

	●	differences in coverage among payers and the effect of patient co-payments or co-insurance;

	●	differences in information and billing requirements among payers;

	●	incorrect or missing billing information;

	●	the resources required to manage the billing and claims appeals process including those of our billing service providers;

	●	our inability to bill timely and accurate requisitions and process denials efficiently may result in delayed collections and reduced reimbursement rates; and

	●	the overall performance and effectiveness of our billing service providers.

	●	expend significant funds to conduct substantial research and development;

	●	conduct successful analytical and clinical studies;

	●	scale our laboratory processes to accommodate new tests and services; and

	●	build and maintain the commercial infrastructure to market and sell new tests and services.

	●	manage our clinical studies effectively;

	●	integrate additional management, administrative, manufacturing and regulatory personnel;

	●	maintain sufficient administrative, accounting and management information systems and controls; and

	●	hire and train additional qualified personnel.

	●	The Food, Drug and Cosmetic Act, as supplemented by various other statutes;

	●	CLIA and state licensing requirements;

	●	Manufacturing and promotion laws;

	●	Medicare and Medicaid billing and payment regulations applicable to clinical laboratories;

	●	The Eliminating Kickbacks in Recovery Act of 2018 (EKRA), which prohibits the solicitation, receipt, payment or offer of any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind, in return for referring a patient or patronage to a recovery home, clinical treatment facility, or laboratory for services covered by both government and private payers;

	●	The Federal Anti-Kickback Statute (and state equivalents), which prohibits knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for, or recommending of an item or service that is reimbursable, in whole or in part, by a federal healthcare program;

	●	The Federal physician self-referral law, commonly referred to as the “Stark Law,” (and state equivalents), which prohibits a physician from making a referral for certain designated health services covered by the Medicare program, including laboratory and pathology services, if the physician or an immediate family member has a financial relationship with the entity providing the designated health services, unless the financial relationship falls within an applicable exception to the prohibition;

	●	HIPAA, which established comprehensive federal standards with respect to the privacy and security of PHI and requirements for the use of certain standardized electronic transactions, and amendments made in 2013 to HIPAA under the Health Information Technology for Economic and Clinical Health Act, which strengthen and expand HIPAA privacy and security compliance requirements, increase penalties for violators, extend enforcement authority to state attorneys general, and impose requirements for breach notification;

	●	The FTC Act and various state consumer privacy laws, which require regulated entities to take reasonable steps to safeguard the personal information of consumers, minimize its use and provide consumers with certain rights as to their personal data such as the right to correct or delete their personal information;

	●	The Federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

	●	The Federal False Claims Act (and state equivalents), which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government;

	●	The federal transparency requirements under the PPACA, including the provisions commonly referred to as the Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid or Children’s Health Insurance Program to report annually to CMS information related to payments and other transfers of value to physicians and teaching hospitals, and ownership and investment interests held by physicians and their immediate family members;

	●	The prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment of Medicare claims to any other party;

	●	The Protecting Access to Medicare Act of 2014, which requires us to report private payer rates and test volumes for specific CPT codes on a triennial basis and imposes penalties for failures to report, omissions, or misrepresentations;

	●	The rules regarding billing for diagnostic tests reimbursable by the Medicare program, which prohibit a physician or other supplier from marking up the price of the technical component or professional component of a diagnostic test ordered by the physician or other supplier and supervised or performed by a physician who does not “share a practice” with the billing physician or supplier; and

	●	State laws that prohibit other specified practices related to billing such as billing physicians for testing that they order, waiving coinsurance, co-payments, deductibles, and other amounts owed by patients, and billing a State Medicaid program at a price that is higher than what is charged to other payers.

	●	we may not be able to accurately estimate the financial impact of an acquisition on our overall business;

	●	an acquisition may require us to incur debt or other obligations, incur large and immediate write-offs, issue capital stock potentially dilutive to our stockholders or spend significant cash, or may negatively affect our operating results and financial condition;

	●	if we spend significant funds or incur additional debt or other obligations, our ability to obtain financing for working capital or other purposes could decline;

	●	worse than expected performance of an acquired business may result in the impairment of intangible assets;

	●	we may be unable to realize the anticipated benefits and synergies from acquisitions as a result of inherent risks and uncertainties, including difficulties integrating acquired businesses or retaining key personnel, partners, customers or other key relationships, and risks that acquired entities may not operate profitably or that acquisitions may not result in improved operating performance;

	●	we may fail to successfully manage relationships with customers, distributors and suppliers;

	●	our customers may not accept new molecular diagnostic tests;

	●	we may fail to effectively coordinate sales and marketing efforts of our acquired businesses;

	●	we may fail to combine product offerings and product lines of our acquired businesses timely and efficiently;

	●	an acquisition may involve unexpected costs or liabilities, including as a result of pending and future shareholder lawsuits relating to acquisitions or exercise by stockholders of their statutory appraisal rights, or the effects of purchase accounting may be different from our expectations;

	●	an acquisition may involve significant contingent payments that may adversely affect our future liquidity or capital resources;

	●	accounting for contingent payments requires significant judgment and changes to the assumptions used in determining the fair value of our contingent payments could lead to significant volatility in earnings;

	●	acquisitions and subsequent integration of these companies may disrupt our business and distract our management from other responsibilities; and

	●	the costs of an unsuccessful acquisition may adversely affect our financial performance.

	●	differing information technology, internal control, financial reporting and record-keeping systems;

	●	differences in accounting policies and procedures;

	●	unanticipated additional transaction and integration-related costs;

	●	facilities or operations of acquired businesses in remote locations and the inherent risks of operating in unfamiliar legal and regulatory environments; and

	●	new products, including the risk that any underlying intellectual property associated with such products may not have been adequately protected or that such products may infringe on the proprietary rights of others.

	●	general volatility in the trading markets;

	●	the impact of the delisting of our common stock from Nasdaq and listing on the OTCQX;

	●	adverse research and development results;

	●	significant fluctuations in our quarterly operating results;

	●	significant changes in our cash and cash equivalent reserves;

	●	our liquidity and ability to obtain additional capital, including the market’s reaction to any announced capital-raising transactions;

	●	market assessments of any announced strategic transaction, including the likelihood that it would be completed and the timing for completion;

	●	potential negative market reaction to the terms or volume of any issuance of shares of our common stock, preferred stock or other securities to new investors, pursuant to strategic or capital-raising transactions or to employees, directors or other service providers;

	●	sales of substantial amounts of our common stock, or the perception that substantial amounts of our common stock may be sold, by stockholders in the public market;

	●	announcements regarding our business or the business of our competitors;

	●	announcements regarding our equity offerings;

	●	strategic actions by us or our competitors, such as acquisitions or restructurings;

	●	industry and/or regulatory developments;

	●	changes in revenue mix;

	●	changes in revenue and revenue growth rates for us and for the industries in which we operate;

	●	changes in accounting standards, policies, guidance, interpretations or principles;

	●	statements or changes in opinions, ratings or earnings estimates made, or the failure to make, by brokerage firms or industry analysts relating to the markets in which we operate or expect to operate; and

	●	general market and economic conditions.

	Years Ended December 31,
	2022			2022			2021			2021
				% to						% to
				revenue						revenue
Revenue, net	$	31,838			100.0	%	$	33,117			100.0	%
Cost of revenue		13,607			42.7	%		14,314			43.2	%
Gross profit		18,231			57.3	%		18,803			56.8	%
Operating expenses:
Sales and marketing		9,125			28.7	%		9,177			27.7	%
Research and development		703			2.2	%		1,493			4.5	%
General and administrative		10,973			34.5	%		10,705			32.3	%
Transition expense		-			0.0	%		897			2.7	%
Loss on DiamiR transaction		-			0.0	%		13			0.0	%
Acquisition related amortization expense		1,270			4.0	%		3,192			9.6	%
Change in fair value of contingent consideration		(223	)		-0.7	%		(338	)		-1.0	%
Total operating expenses		21,848			68.6	%		25,139			75.9	%

Operating loss		(3,617	)		-11.4	%		(6,336	)		-19.1	%
Interest accretion expense		(158	)		-0.5	%		(496	)		-1.5	%
Related party interest		-			0.0	%		(424	)		-1.3	%
Note payable interest		(850	)		-2.7	%		(120	)		-0.4	%
Other expense, net		(1,211	)		-3.8	%		(366	)		-1.1	%
Loss from continuing operations before tax		(5,836	)		-18.3	%		(7,742	)		-23.4	%
Provision (benefit) for income taxes		29			0.1	%		(705	)		-2.1	%
Loss from continuing operations		(5,865	)		-18.4	%		(7,037	)		-21.2	%

Loss from discontinued operations, net of tax		(16,093	)		-50.5	%		(7,906	)		-23.9	%

Net loss	$	(21,958	)		-69.0	%	$	(14,943	)		-45.1	%

	Years Ended
	December 31,
	2022			2021
Loss from continuing operations (GAAP Basis)	$	(5,865	)	$	(7,037	)
Loss on DiamiR transaction		-			13
Depreciation and amortization		1,429			3,469
Stock-based compensation		1,237			1,145
Taxes expense/(benefit)		29			(705	)
Interest accretion expense		158			496
Financing interest and related costs		850			950
Mark to market on warrant liability		(71	)		50
Change in fair value of note payable		1,224			(58	)
Change in fair value of contingent consideration		(223	)		(338	)
Adjusted EBITDA	$	(1,232	)	$	(2,015	)

			Less than		1 to 3		3 to 5		After
	Total		1 Year		Years		Years		5 Years
Operating lease obligations	$	3,232	$	832	$	1,025	$	1,100	$	275
Total	$	3,232	$	832	$	1,025	$	1,100	$	275

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

	Information relating to directors and executive officers of the registrant that is responsive to Item 10 of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2023 annual meeting of stockholders and such information is incorporated by reference herein.

ITEM 11.	EXECUTIVE COMPENSATION

	Information relating to executive compensation of the registrant that is responsive to Item 11 of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2023 annual meeting of stockholders, and such information is incorporated by reference herein.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

	Information relating to security ownership of certain beneficial owners and management of the registrant that is responsive to Item 12 of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2023 annual meeting of stockholders and such information is incorporated by reference herein.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

	Information relating to certain relationships and related transactions of the registrant that is responsive to Item 13 of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2023 annual meeting of stockholders and such information is incorporated by reference herein.

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

	Information relating to principal accounting fees and services of the registrant that is responsive to Item 14 of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2023 annual meeting of stockholders and such information is incorporated by reference herein.

	(1)	Financial Statements – See Index to Financial Statements on page F-1 of this Form 10-K.
	(2)	Financial Statement Schedule