Exhibit 99.1
INVERNESS MEDICAL INNOVATIONS ANNOUNCES
FOURTH QUARTER 2007 RESULTS
WALTHAM, MA...February 20, 2008...Inverness Medical Innovations, Inc. (AMEX:IMA), a global leader in rapid point-of-care diagnostic products, today announced its financial results for the quarter ended December 31, 2007.
In the fourth quarter of 2007, the Company recorded net revenue of $288.0 million compared to net revenue of $157.0 million in the fourth quarter of 2006. The revenue increase was primarily due to increased product sales in our Professional Diagnostics segment which grew from $87.2 million in the fourth quarter of 2006 to $234.2 million in 2007, principally as a result of businesses acquired which contributed $139.3 million of the increased product revenue. Partially offsetting this increase was a decrease of $16.1 million in revenue as compared to the prior year’s quarter as a result of our second quarter of 2007 formation of a joint venture for our Consumer Diagnostics business with the Procter & Gamble Company and a $3.3 million decrease in product sales from our Nutritional segment.
For the fourth quarter of 2007, the net loss prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $12.5 million, or $0.19 per diluted common share, compared to net income of $6.0 million, or $0.15 per diluted common share, for the fourth quarter of 2006. The Company reported adjusted cash basis net income of $27.6 million, or $0.40 per diluted common share, for the fourth quarter of 2007, compared to adjusted cash basis net income of $13.8 million, or $0.34 per diluted common share, for the fourth quarter of 2006.
The Company’s GAAP results for the fourth quarter of 2007 include amortization of $25.6 million, the write-off of $4.8 million of in-process research and development acquired in connection with our acquisition of Diamics, $5.2 million of restructuring charges, $5.3 million of stock-based compensation expense, a $0.8 million charge related to the write-up to fair market value of inventory acquired in connection with the Cholestech and HemoSense acquisitions, and an unrealized foreign currency loss of $3.9 million associated with a cash escrow established in connection with the acquisition of BBI Holdings Plc. GAAP results for the fourth quarter of 2006 include amortization of $5.4 million, a $1.2 million restructuring charge, and $1.6 million of non-cash stock-based compensation expense. These amounts, net of tax, have been excluded from the adjusted cash basis net income per common share for the respective quarters.
A detailed reconciliation of the Company’s adjusted cash basis net income, which is a non-GAAP financial measure, to net loss under GAAP, as well as a discussion regarding this non-GAAP financial measure, is included in the schedules to this press release.
The Company will host a conference call beginning at 10:00 a.m. (Eastern Time) today, February 20, 2008, to discuss these results as well as other corporate matters. During the conference call, the Company may answer questions concerning business and financial developments and trends and other business and financial matters. The Company’s responses to these questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been previously disclosed.
The conference call can be accessed by dialing 973-582-2700 (domestic and international), an access code is not required, or via a link on the Inverness website atwww.invernessmedical.com. It is also available via link athttp://audioevent.mshow.com/342025/ using Real Player or Windows Media. A telephone replay of the call will be available by dialing 706-645-9291 (domestic and international) with an access code of 34933552. That replay will be available until 12:00 midnight (Eastern Time) on February 23, 2008. An on-demand webcast of the call will be available at the Inverness website (www.invernessmedical.com/News.cfm) two hours after the end of the call and will be accessible for 30 days. Additionally, reconciliations to non-GAAP financial measures not included in this press release that may be discussed during the call will also be available at the same website beginning shortly before the conference call and will continue to be available on this website for 30 days.
For more information about Inverness Medical Innovations, please visit our website athttp://www.invernessmedical.com.
By developing new capabilities in near-patient diagnosis, monitoring and health management, Inverness Medical Innovations enables individuals to take charge of improving their health and quality of life. A global leader in rapid point-of-care diagnostics, Inverness’ products, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, drugs of abuse and women’s health. Inverness is headquartered in Waltham, Massachusetts.
Source: Inverness Medical Innovations
Inverness Medical Innovations, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and
Reconciliation to Non-GAAP Adjusted Cash Basis Amounts
(in $000s, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2007 | | | Three Months Ended December 31, 2006 | | | | |
| | | | | | | | | | Non-GAAP | | | | | | | | | | | Non-GAAP | |
| | | | | | | | | | Adjusted | | | | | | | | | | | Adjusted | |
| | | | | | Non-GAAP | | | Cash | | | | | | | Non-GAAP | | | Cash | |
| | GAAP | | | Adjustments | | | Basis (a) | | | GAAP | | | Adjustments | | | Basis (a) | |
Net revenue | | $ | 287,960 | | | $ | — | | | $ | 287,960 | | | $ | 157,008 | | | $ | — | | | $ | 157,008 | |
Cost of sales | | | 149,209 | | | | (13,266 | )(b)(c)(d)(f) | | | 135,943 | | | | 89,680 | | | | (3,906 | )(b)(c)(d) | | | 85,774 | |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | 138,751 | | | | 13,266 | | | | 152,017 | | | | 67,328 | | | | 3,906 | | | | 71,234 | |
Gross margin | | | 48 | % | | | | | | | 53 | % | | | 43 | % | | | | | | | 45 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 24,898 | | | | (3,838 | )(b)(c)(d) | | | 21,060 | | | | 13,917 | | | | (1,460 | )(c)(d) | | | 12,457 | |
Purchase of in-process research and development | | | 4,825 | | | | (4,825 | )(g) | | | — | | | | — | | | | — | | | | — | |
Selling, general and administrative | | | 99,758 | | | | (19,658 | )(b)(c)(d) | | | 80,100 | | | | 44,584 | | | | (2,493 | )(c)(d) | | | 42,091 | |
Loss on dispositions, net | | | — | | | | — | | | | — | | | | 307 | | | | (307 | )(e) | | | — | |
| | | | | | | | | | | | | | | | | | |
Operating income | | | 9,270 | | | | 41,587 | | | | 50,857 | | | | 8,520 | | | | 8,166 | | | | 16,686 | |
Interest and other income (expense), net | | | (25,146 | ) | | | 4,006 | (c)(h) | | | (21,140 | ) | | | (650 | ) | | | 177 | (c) | | | (473 | ) |
Income tax (benefit) provision | | | (3,366 | ) | | | 5,494 | (i) | | | 2,128 | | | | 1,843 | | | | 552 | (i) | | | 2,395 | |
| | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (12,510 | ) | | $ | 40,099 | | | $ | 27,589 | | | $ | 6,027 | | | $ | 7,791 | | | $ | 13,818 | |
| | | | | | | | | | | | | | | | | | |
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Net (loss) income per common share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (0.19 | ) | | | | | | $ | 0.42 | | | $ | 0.15 | | | | | | | $ | 0.36 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | (0.19 | )(j) | | | | | | $ | 0.40 | (k) | | $ | 0.15 | (l) | | | | | | $ | 0.34 | (l) |
| | | | | | | | | | | | | | | | | | | | |
Weighted average common shares — basic | | | 65,525 | | | | | | | | 65,525 | | | | 38,885 | | | | | | | | 38,885 | |
Weighted average common shares — diluted | | | 65,525 | (j) | | | | | | | 69,578 | (k) | | | 40,715 | (l) | | | | | | | 40,715 | (l) |
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(a) | | In calculating net income or loss on an adjusted cash basis, the Company excludes from net income or loss (i) certain non-cash charges including amortization expense and stock-based compensation expense, (ii) non-recurring charges and income, and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business. In determining whether a particular item meets one of these criteria, management considers facts and circumstances that it believes are relevant. Management believes that excluding such charges and income from income or loss allows investors and management to evaluate and compare the Company’s operating results from continuing operations from period to period in a meaningful and consistent manner. Due to the frequency of their occurrence in its business, the Company does not adjust net income or loss for the costs associated with litigation, including payments made or received through settlements. It should be noted that “net income or loss on an adjusted cash basis” is not a standard financial measurement under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered as an alternative to net income or loss or cash flow from operating activities, as a measure of liquidity or as an indicator of operating performance or any measure of performance derived in accordance with GAAP. |
|
(b) | | Restructuring charge associated with the decision to close facilities of $5.2 million and $1.2 million for the three months ended December 31, 2007 and 2006, respectively. The $5.2 million charge for the three months ended December 31, 2007 includes: $2.0 million charged to cost of sales, $2.2 million charged to research and development, and $1.0 million charged to selling, general and administrative expense. The $1.2 million charge for the three months ended December 31, 2006 was charged to cost of sales. These charges have been excluded from net income or loss because they have a significant impact on results yet do not occur on a consistent or regular basis in the Company’s business. |
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(c) | | Amortization expense of $25.6 million and $5.4 million included in the fourth quarter of 2007 and 2006 GAAP results, respectively, including $10.2 million and $2.7 million charged to cost of sales, $0.7 million and $1.0 million charged to research and development, $14.6 million and $1.5 million charged to selling, general and administrative expense, and $0.1 million and $0.2 million charged to other income, in the respective quarters. |
|
(d) | | Compensation costs of $5.3 million and $1.6 million associated with stock-based compensation expense, including $0.3 million and $0.1 million charged to cost of sales, $0.9 million and $.5 million charged to research and development and $4.1 million and $1.0 million charged to selling, general and administrative. |
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(e) | | Loss of $0.3 million associated with management’s decision to dispose of our SMB research facility. |
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(f) | | Write-offs in the amount of $0.7 million and $0.1 million during the three months ended December 31, 2007, relating to inventory adjustments recorded in connection with the acquisition of Cholestech and HemoSense, respectively. |
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(g) | | Purchase of in-process research and development during the three months ended December 31, 2007 includes a write-off of $4.8 million associated with the value of in-process research and development costs incurred in connection with our acquisition of Diamics. |
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(h) | | A $3.9 million unrealized foreign currency loss associated with a cash escrow established in connection with the acquisition of BBI Holdings Plc. |
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(i) | | Tax effect on adjustments as discussed above in notes (b), (c), (d), (f) and (h). |
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(j) | | For the three months ended December 31, 2007, potential dilutive shares were not used in the calculation of diluted net loss per common share under GAAP because inclusion thereof would be antidilutive. |
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(k) | | Included in the weighted average diluted common shares for the calculation of diluted net income per common share for the three months ended December 31, 2007, on an adjusted cash basis, are dilutive shares consisting of 4,053,000 common stock equivalent shares from the potential exercise of stock options and awards and warrants. The diluted net income per common share calculation for the three months ended December 31, 2007, on an adjusted cash basis, does not include 2,868,000 common stock equivalent shares from the potential conversion of convertible debt, as inclusion thereof would be antidilutive. |
(l) | | Included in the weighted average diluted common shares for the calculation of diluted net income per common share for the three months ended December 31, 2006, under GAAP and on an adjusted cash basis, are dilutive shares consisting of 1,830,000 common stock equivalent shares from the potential exercise of stock options and warrants. |
Inverness Medical Innovations, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and
Reconciliation to Non-GAAP Adjusted Cash Basis Amounts
(in $000s, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2007 | | | Year Ended December 31, 2006 | |
| | | | | | | | | | Non-GAAP | | | | | | | | | | | Non-GAAP | |
| | | | | | | | | | Adjusted | | | | | | | | | | | Adjusted | |
| | | | | | Non-GAAP | | | Cash | | | | | | | Non-GAAP | | | Cash | |
| | GAAP | | | Adjustments | | | Basis (a) | | | GAAP | | | Adjustments | | | Basis (a) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net revenue | | $ | 839,540 | | | $ | — | | | $ | 839,540 | | | $ | 569,454 | | | $ | — | | | $ | 569,454 | |
Cost of sales | | | 445,813 | | | | (34,877 | )(b)(c)(d)(f) | | | 410,936 | | | | 340,231 | | | | (21,036 | )(b)(c)(d) | | | 319,195 | |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | 393,727 | | | | 34,877 | | | | 428,604 | | | | 229,223 | | | | 21,036 | | | | 250,259 | |
Gross margin | | | 47 | % | | | | | | | 51 | % | | | 40 | % | | | | | | | 44 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 69,547 | | | | (7,597 | )(b)(c)(d) | | | 61,950 | | | | 53,666 | | | | (7,544 | )(b)(c)(d)(g) | | | 46,122 | |
Purchase of in-process research and development | | | 173,825 | | | | (173,825 | )(g) | | | — | | | | | | | | (4,960 | )(g) | | | (4,960 | ) |
Selling, general and administrative | | | 323,766 | | | | (91,579 | )(b)(c)(d) | | | 232,187 | | | | 165,688 | | | | (11,648 | )(b)(c)(d) | | | 154,040 | |
Loss on dispositions, net | | | — | | | | — | | | | — | | | | 3,498 | | | | (3,498 | )(e) | | | — | |
| | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | (173,411 | ) | | | 307,878 | | | | 134,467 | | | | 6,371 | | | | 48,686 | | | | 55,057 | |
Interest and other income (expense), net | | | (69,879 | ) | | | 18,005 | (c)(h)(i) | | | (51,874 | ) | | | (17,486 | ) | | | (2,776 | )(b)(c)(h) | | | (20,262 | ) |
Income tax (benefit) provision | | | (1,799 | ) | | | 15,743 | (j) | | | 13,944 | | | | 5,727 | | | | 1,962 | (j) | | | 7,689 | |
| | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (241,491 | ) | | $ | 310,140 | | | $ | 68,649 | | | $ | (16,842 | ) | | $ | 43,948 | | | $ | 27,106 | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income per common share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (4.69 | ) | | | | | | $ | 1.33 | | | $ | (0.49 | ) | | | | | | $ | 0.79 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | (4.69 | )(k) | | | | | | $ | 1.27 | (l) | | $ | (0.49 | )(k) | | | | | | $ | 0.76 | (m) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares — basic | | | 51,510 | | | | | | | | 51,510 | | | | 34,109 | | | | | | | | 34,109 | |
Weighted average common shares — diluted | | | 51,510 | (k) | | | | | | | 54,236 | (l) | | | 34,109 | (k) | | | | | | | 35,578 | (m) |
(a) | | In calculating net income or loss on an adjusted cash basis, the Company excludes from net income or loss (i) certain non-cash charges including amortization expense and stock-based compensation expense, (ii) non-recurring charges and income, and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business. In determining whether a particular item meets one of these criteria, management considers facts and circumstances that it believes are relevant. Management believes that excluding such charges and income from income or loss allows investors and management to evaluate and compare the Company’s operating results from continuing operations from period to period in a meaningful and consistent manner. Due to the frequency of their occurrence in its business, the Company does not adjust net income or loss for the costs associated with litigation, including payments made or received through settlements. It should be noted that “net income or loss on an adjusted cash basis” is not a standard financial measurement under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered as an alternative to net income or loss or cash flow from operating activities, as a measure of liquidity or as an indicator of operating performance or any measure of performance derived in accordance with GAAP. |
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(b) | | Restructuring charge associated with the decision to close facilities of $6.7 million and $8.9 million for the year ended December 31, 2007 and 2006, respectively. The $6.7 million charge for the year ended December 31, 2007 includes: $2.0 million charged to cost of sales, $2.5 million charged to research and development, and $2.2 million charged to selling, general and administrative expense. The $8.9 million charge for the year ended December 31, 2006 includes: $9.5 million charged to cost of sales, $2.9 million charged to research and development and $0.8 million charged to selling, general and administrative expense, offset by a $4.3 million net foreign currency gain resulting from the closure of our CDIL operation in Ireland recorded to other income. These charges have been excluded from net income or loss because they have a significant impact on results yet do not occur on a consistent or regular basis in the Company’s business. |
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(c) | | Amortization expense of $62.2 million and $21.8 million for the year 2007 and 2006 GAAP results, respectively, including $24.1 million and $11.2 million charged to cost of sales, $2.9 million and $3.3 million charged to research and development, $34.8 million and $7.1 million charged to selling, general and administrative expense, and $0.4 million and $0.2 million charged to other expense in the respective periods. |
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(d) | | Compensation costs of $57.4 million and $5.5 million associated with stock-based compensation expense, including $0.6 million and $0.4 million charged to cost of sales, $2.2 million and $1.4 million charged to research and development and $54.6 million and $3.7 million charged to selling, general and administrative. The $57.5 million charged to selling, general and administrative during the year-ended December 31, 2007 includes $45.2 million of costs associated with stock option acceleration and conversion in connection with our recent acquisition of Biosite. |
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(e) | | A net loss of $3.5 million resulting from a loss of $4.9 million associated with management’s decision to dispose of our SMB research operation, offset by a $1.4 million gain on the sale of an idle manufacturing facility. |
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(f) | | Write-offs in the amount of $6.2 million, $1.9 million and $0.1 million during the year ended December 31, 2007, relating to inventory adjustments recorded in connection with the acquisition of Biosite, Cholestech and HemoSense, respectively. |
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(g) | | Purchase of in-process research and development during the year ended December 31, 2007 includes a write-off of $169.0 million and $4.8 million associated with the value of in-process research and development costs incurred in connection with our acquisition of Biosite and Diamics, respectively. Purchase of in-process research and development during the year ended December 31, 2006 includes a write-off of $5.0 million associated with the value of in-process research and development costs incurred in connection with our acquisition of Clondiag. |
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(h) | | Write-off of debt origination costs upon early extinguishment of related debt, which constitutes a charge having a significant negative impact on results yet does not occur on a consistent or regular basis in our business in the amount of $15.6 million and $1.3 million for the year ended December 31, 2007 and 2006, respectively. |
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(i) | | A $3.9 million unrealized foreign currency loss associated with a cash escrow established in connection with the acquisition of BBI Holdings Plc, partially offset by a $1.9 million foreign currency gain realized on the settlement of intercompany notes. |
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(j) | | Tax effect on adjustments as discussed above in notes (b), (c), (d), (f), (h) and (i). |
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(k) | | For the year ended December 31, 2007 and 2006, potential dilutive shares were not used in the calculation of diluted net loss per common share under GAAP because inclusion thereof would be antidilutive. |
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(l) | | Included in the weighted average diluted common shares for the calculation of diluted net income per common share for the year ended December 31, 2007, on an adjusted cash basis, are dilutive shares consisting of 2,726,000 common stock equivalent shares from the potential exercise of stock options and awards and warrants. The diluted net income per common share calculation for the year ended December 31, 2007, on an adjusted cash basis, does not include 1,807,000 common stock equivalent shares from the potential conversion of convertible debt, as inclusion thereof would be antidilutive. |
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(m) | | Included in the weighted average diluted common shares for the calculation of diluted net income per common share for the year ended December 31, 2006, on an adjusted cash basis, are dilutive shares consisting of 1,469,000 common stock equivalent shares from the potential exercise of stock options and warrants. |
Inverness Medical Innovations, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in $000s)
| | | | | | | | |
| | December 31, | | | December 31, | |
| | 2007 | | | 2006 | |
ASSETS | | | | | | | | |
CURRENT ASSETS: | | | | | | | | |
Cash and cash equivalents | | $ | 414,732 | | | $ | 71,104 | |
Restricted cash | | | 141,869 | | | | — | |
Marketable securities | | | 2,551 | | | | — | |
Accounts receivable, net | | | 163,380 | | | | 100,388 | |
Inventories, net | | | 148,231 | | | | 78,322 | |
Prepaid expenses and other current assets | | | 82,211 | | | | 25,730 | |
| | | | | | |
Total current assets | | | 952,974 | | | | 275,544 | |
| | | | | | | | |
PROPERTY, PLANT AND EQUIPMENT, NET | | | 267,880 | | | | 82,312 | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | | | 3,496,616 | | | | 679,002 | |
DEFERRED FINANCING COSTS AND OTHER ASSETS, NET | | | 165,731 | | | | 48,913 | |
| | | | | | |
Total assets | | $ | 4,883,201 | | | $ | 1,085,771 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Current portion of notes payable | | $ | 21,096 | | | $ | 8,088 | |
Other current liabilities | | | 257,812 | | | | 134,143 | |
| | | | | | |
Total current liabilities | | | 278,908 | | | | 142,231 | |
| | | | | | |
| | | | | | | | |
LONG-TERM LIABILITIES: | | | | | | | | |
Notes payable, net of current portion | | | 1,366,753 | | | | 194,888 | |
Deferred tax liability | | | 325,308 | | | | 23,984 | |
Other long-term liabilities | | | 322,303 | | | | 10,530 | |
| | | | | | |
Total long-term liabilities | | | 2,014,364 | | | | 229,402 | |
| | | | | | |
| | | | | | | | |
TOTAL STOCKHOLDERS’ EQUITY | | | 2,589,929 | | | | 714,138 | |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 4,883,201 | | | $ | 1,085,771 | |
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