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 Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2004
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30275 23-3057155
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, Pennsylvania 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 557-7488
N/A
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(Former name or former address, if changed since last report)
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Item 7. Exhibits.
99.1 Press release, issued March 24, 2004.
Item 9. Regulation FD Disclosure
I-trax, Inc. held an investor conference call on Wednesday, March 24,
2004. The conference call was accessible by the investing public through an
"800" number and publicized through a press release. The purpose of the call was
for Frank A. Martin, chairman and chief executive officer of I-trax, and Haywood
D. Cochrane, Jr., vice-chairman of I-trax, to discuss the recently announced
merger between Meridian Occupational Healthcare Associates, Inc., which did
business as CHD Meridian Healthcare, and I-trax. In the merger CHD Meridian
Healthcare merged with and into a wholly owned subsidiary of I-trax. On the
conference call, Messrs. Martin and Cochrane discussed the 2003 financial
results of I-trax and CHD Meridian Healthcare, individually, and on a pro forma
basis as if the merger had been consummated on January 1, 2003. A press release
announcing these results is filed as an exhibit to this current report. In
addition, Messrs. Martin and Cochrane discussed the following aspects of merged
companies business:
o The merged companies currently anticipate 2004 revenue of
approximately $140 to $145 million.
o In 2003, CHD Meridian's gross margins were approximately 18% and
I-trax's gross margins were approximately 65%. Although the merged
companies currently anticipate gross margins to remain the same with
respect to their historic business, they also currently anticipate
gross margin opportunities for incremental, integrated business of
approximately 40%.
o The pro forma 2003 earnings before interest, taxes, depreciation, and
amortization (or EBITDA) of the merged companies would have been
approximately $2.5 million if the merger had been consummated on
January 1, 2003. If, however, I-trax had not incurred $2.4 million of
non-cash charges detailed below, and CHD Meridian Healthcare had not
incurred merger related costs of approximately $400,000, pro forma
2003 EBITDA for the merged companies would have been approximately
$5.3 million. The merged companies currently anticipate 2004 EBITDA to
grow by at least approximately 50% over the adjusted pro forma EBITDA
of $5.3 million. I-trax's EBITDA figures for 2003 include a one time
benefit of $500,000 from life insurance proceeds attributable to the
death of a senior executive officer and certain non-cash charges
totaling approximately $2.4 million comprised primarily of: $1.4
million for the issuance of securities as compensation for investor
relations services, $460,000 intangible asset impairment charge
associated with the death of a senior executive officer, $300,000 in
connection with the increase in value of certain warrants granted in a
private placement, and $200,000 for the write off of costs associated
with a terminated acquisition.
o The reconciliation in computing pro forma EBITDA for I-trax and CHD
Meridian Healthcare to their respective financial statements is as
follows:
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Reconciliation in computing EBITDA from I-trax's financial statements
is as follows:
Year ended Year ended
31-Dec-03 31-Dec-02
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Net loss per I-trax's financial statements (8,058,579) (9,424,973)
Add back:
Interest expense and financing costs 2,405,015 1,107,632
Amortization of debt issuance costs 336,783 187,337
Depreciation & amortization 1,702,307 2,045,461
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EBITDA (3,614,474) (6,084,543)
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CHD Meridian Healthcare's reconciliation in computing EBITDA from its
stand-alone financial statements is as follows:
Year ended Year ended
31-Dec-03 31-Dec-02
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Net income per CHD Meridian Healthcare's
financial statements 4,399,000 1,924,000
Add back:
Interest expense (income) and financing costs (87,000) (124,000)
Income taxes 339,000 337,000
Depreciation & amortization 1,461,000 1,854,000
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EBITDA 6,112,000 3,991,000
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Reconciliation in computing pro forma EBITDA for I-trax and CHD
Meridian Healthcare's financial statements is as follows:
Year ended Year ended
31-Dec-03 31-Dec-02
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Net loss per merged companies' financial
statements (3,659,579) (7,500,973)
Add back:
Interest expense and financing costs 2,318,015 983,632
Amortization of debt issuance costs 336,783 187,337
Provision for income taxes 339,000 337,000
Depreciation & amortization 3,163,307 3,899,461
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EBITDA 2,497,526 (2,093,543)
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o A tape of Wednesday's conference call will be available through April
30th by calling 877-710-5298.
Item 12. Results of Operations and Financial Condition.
A press release issued by I-trax, Inc. on March 24, 2004 is attached hereto as
Exhibit 99.1.
SIGNATURE
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 hereunto duly authorized.
I-TRAX, INC.
Date: March 25, 2004 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer
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