The Magnificence Well being Firm Experiences File Fourth Quarter and Fiscal Yr 2021 Monetary Outcomes

LONG BEACH, Calif.–(BUSINESS WIRE)–The Magnificence Well being Firm (“BeautyHealth” or the “Firm”; NASDAQ:SKIN), a worldwide category-creator in magnificence well being main the cost with its flagship model HydraFacial™, at present introduced monetary outcomes for the fourth quarter ended December 31, 2021.

Brent Saunders, BeautyHealth’s Government Chairman, said: “We’re extraordinarily happy with our accomplishments this quarter and for the complete 12 months 2021, exceeding our steering. Importantly, we navigated by way of macro challenges and COVID, delivering sturdy outcomes by executing in opposition to our key strategic initiatives. Our efficiency is proof of the compelling alternative we have now to seize the convergence of medical aesthetics and skincare.”

“I’m grateful and honored to be main this spectacular firm as CEO, particularly at such an thrilling time for BeautyHealth,” mentioned Andrew Stanleick, BeautyHealth’s President and Chief Government Officer. “I’m happy to share that for 2022, we anticipate web gross sales within the vary of $320 million to $330 million and adjusted EBITDA of roughly $50 million, barring any opposed COVID-related headwinds. 2022 can be our ultimate 12 months of elevated investments. In 2023, we plan to leverage our working infrastructure to speed up our profitability, climbing in direction of our historic adjusted EBITDA margin ranges. We’re at a pivotal level within the Firm’s development trajectory, and I’m thrilled to execute on our dynamic technique,” concluded Mr. Stanleick.

Key Operational and Enterprise Metrics

		Three Months Ended December 31,								Yr Ended December 31,
Unaudited ({dollars} in thousands and thousands)		2021				2020				2021				2020
Supply Techniques web gross sales		$	42.7			$	17.4			$	139.5			$	53.4
Consumables web gross sales		$	35.2			$	20.5			$	120.6			$	65.7
Whole web gross sales		$	77.9			$	37.9			$	260.1			$	119.1
Gross revenue		$	56.8			$	23.0			$	181.8			$	67.2
Gross margin			72.9	%			60.8	%			69.9	%			56.4	%
Web loss		$	(17.3	)		$	(7.5	)		$	(375.1	)		$	(29.2	)
Adjusted web earnings (loss)*		$	1.6			$	(2.0	)		$	4.5			$	(12.1	)
Adjusted EBITDA*		$	8.5			$	3.6			$	32.7			$	7.7
Adjusted EBITDA margin*			10.9	%			9.4	%			12.6	%			6.5	%
Adjusted gross revenue*		$	59.6			$	25.7			$	192.5			$	78.0
Adjusted gross margin*			76.5	%			67.8	%			74.0	%			65.5	%
*See “Non-GAAP Measures” beneath.

Fiscal 2021 Enterprise Highlights

• Delivered web gross sales of $260.1 million, a 118.3% and 56.2% enhance in comparison with $119.1 million and $166.6 million in 2020 and 2019, respectively.
• Offered 6,191 Supply Techniques through the 12 months, bringing the Firm’s set up base to twenty,399 Supply Techniques.
• Elevated adjusted gross margin to 74.0% in comparison with 65.5% in 2020.
• Adjusted EBITDA and Adjusted EBITDA margin elevated to $32.7 million from $7.7 million in 2020 and to 12.6% from 6.5%, respectively.
• Closed convertible senior notes providing, producing web proceeds of $638.7 million.
• Instantly entered new international locations through the acquisition of 4 distributors.
• Carried out section 1 of its world ERP system in November.
• Introduced 100% of the Firm’s Public Warrants had been exercised or redeemed, producing money proceeds of $185.4 million.

Fourth Quarter 2021 Abstract

• Web gross sales of $77.9 million elevated 105.6% in comparison with $37.9 million in This fall 2020 and 56.0% in comparison with $49.9 million in This fall 2019, pushed by continued energy within the U.S. and EMEA, in addition to important development in APAC regardless of the damaging impression from COVID-19.
  • Supply Techniques web gross sales elevated to $42.7 million, in comparison with $17.4 million in This fall 2020 and $24.5 million in This fall 2019. The Firm offered over 1,800 Supply Techniques through the quarter and noticed continued sequential enchancment in system gross sales.
  • Consumables web gross sales elevated to $35.2 million, in comparison with $20.5 million in This fall 2020 and $25.4 million in This fall 2019.
  • Web gross sales within the Americas area elevated to $50.4 million in This fall 2021 in comparison with $26.9 million in This fall 2020 and $34.2 million in This fall 2019 attributable to sturdy developments within the U.S. and Mexico. The energy within the U.S. was pushed by a continued enhance in gross sales productiveness fueled by sturdy conversion from the Firm’s marketing-driven leads.
  • Web gross sales within the APAC area elevated to $12.0 million in This fall 2021 in comparison with $4.8 million in This fall 2020 and $7.3 million in This fall 2019, pushed by continued energy in China and Australia regardless of the partial closure through the quarter attributable to COVID-19.
  • Web gross sales within the EMEA area elevated to $15.5 million in This fall 2021 in comparison with $6.1 million in This fall 2020 and $8.4 million in This fall 2019, attributable to energy in the UK, Germany, France, and the Center East.
• Gross margin elevated to 72.9% in comparison with 60.8% in This fall 2020, and This fall 2021 adjusted gross margin elevated to 76.5% in comparison with 67.8% in This fall 2020. The development in gross revenue was attributable to larger gross sales volumes, fastened value leverage and margin accretion from distributor acquisitions, partially offset by larger provide chain and logistics prices. The Firm expects continued headwinds from world provide chain challenges and inflationary pressures to weigh on gross margin into 2022, particularly larger transport prices, offset by margin accretion associated to the acquired distributor stock and pricing initiatives.
• Promoting, basic and administrative bills had been $62.1 million in This fall 2021 in comparison with $26.9 million in This fall 2020, primarily pushed by elevated personnel-related bills, gross sales commissions, advertising bills and prices associated to the profitable roll out of section 1 of the Firm’s world ERP platform. The Firm has incurred $3.5 million non-cash inventory compensation along with $1.5 million of public firm prices together with administrators’ and officers’ legal responsibility insurance coverage, SOX compliance and extra audit and tax associated companies within the fourth quarter.
• Working loss was $7.2 million in comparison with an working earnings of $4.7 million in This fall 2020. The working loss consists of non-cash stock-based compensation expense of $3.8 million and different transaction and one-time prices of $5.9 million. The Firm continues to put money into world infrastructure, individuals, and techniques to gas future development.
• Web loss was $17.3 million in comparison with a web lack of $7.5 million in This fall 2020. Web loss consists of the non-cash change in honest worth of the warrant liabilities, which totaled $6.0 million. In This fall 2021, adjusted web earnings was $1.6 million in comparison with an adjusted web lack of $2.0 million in This fall 2020.
• Adjusted EBITDA is a crucial profitability measure that the Firm makes use of to handle its enterprise internally. In This fall 2021, adjusted EBITDA was $8.5 million in comparison with $3.6 million in This fall 2020. The rise in adjusted EBITDA is the results of larger gross sales, partially offset by elevated gross sales commissions, personnel-related bills, advertising spend and public firm prices.

Stability Sheet and Money Circulation Highlights

Money and money equivalents had been $901.9 million as of December 31, 2021 in comparison with $9.5 million as of December 31, 2020. The Firm’s money and money equivalents embrace roughly $638.7 million of web proceeds from the Firm’s issuance of $750 million of 1.25% Convertible Senior Notes due 2026, which web proceeds have been and/or can be used to fund potential future acquisitions, working capital expenditures, a capped name buy settlement and basic company functions. Throughout This fall 2021, the Firm closed a $50 million line of credit score for its U.S. operations. The Firm expects the obtainable line of credit score to be enough for its short-term U.S. working capital necessities.

Capital expenditures for the 12 months ended December 31, 2021 totaled $15.6 million.

Warrants and Shares Excellent

The Firm has roughly 7 million non-public placement warrants and roughly 150 million shares of Class A standard inventory excellent as of December 31, 2021.

Outlook

BeautyHealth is offering a fiscal 2022 web gross sales steering vary of $320.0 million to $330.0 million and adjusted EBITDA of roughly $50.0 million, reflecting the momentum in well being and wellness, and administration’s confidence within the enterprise because the Firm executes in opposition to its development plan. The rise assumes no materials deterioration on the whole market circumstances or different components associated to COVID-19 developments. As well as, this steering assumes a launch within the first half of 2022 of Syndeo, the subsequent technology HydraFacial Supply System, which incorporates Wi-Fi-enabled radio frequency identification that may permit us to construct a related platform and higher perceive client and supplier habits.

For fiscal 2022, BeautyHealth additionally expects as much as $20.0 million of capital expenditures.

BeautyHealth’s achievement of the anticipated outcomes is topic to dangers and uncertainties, together with these disclosed within the Firm’s filings with the Securities and Change Fee. The outlook doesn’t consider the impression of any unanticipated developments within the enterprise or modifications within the working surroundings, nor does it consider any unannounced acquisitions, tendencies or financings throughout 2022. As well as, given the uncertainty within the surroundings by which BeautyHealth is working, the Firm stays cautious of the potential danger for additional market closures or different restrictive measures from present or new COVID-19 strains and the uneven world rollout and adoption of vaccines, in addition to inflationary headwinds associated to larger uncooked materials, transport and labor prices. BeautyHealth’s outlook assumes a largely reopened world market, which might be negatively impacted if closures or different restrictive measures persist or are reimplemented.

Convention Name

BeautyHealth will host a convention name on Tuesday, February 22, 2022, at 4:30 p.m. ET to evaluation its fourth quarter monetary outcomes. The decision could also be accessed through stay webcast by way of the “Occasions & Shows” web page beneath “Information & Occasions” on our Investor Relations web site at https://investors.beautyhealth.com/ or by dialing (877) 407-9208 (worldwide callers please dial 1 (201) 493-6784), utilizing convention ID 13725914, roughly 10 minutes previous to the beginning of the decision. A replay of the convention name can be obtainable inside roughly three hours after the conclusion of the decision and will be accessed on-line at https://investors.beautyhealth.com/.

Non-GAAP Monetary Measures

Along with outcomes decided in accordance with accounting ideas usually accepted in the US of America (GAAP), administration makes use of sure non-GAAP monetary measures corresponding to adjusted web earnings, adjusted EBITDA, adjusted EBITDA margin, adjusted gross revenue, and adjusted gross margin for functions of evaluating ongoing operations and for inner planning and forecasting functions. We consider that these non-GAAP monetary measures, when reviewed collectively with our GAAP monetary info, present helpful supplemental info to buyers in assessing our working efficiency. These non-GAAP monetary measures shouldn’t be thought of as an alternative choice to GAAP monetary info or as a sign of working efficiency or every other measure of efficiency derived in accordance with GAAP, and should not present info that’s instantly similar to that supplied by different corporations in its trade, as these different corporations might calculate non-GAAP monetary measures in another way, significantly associated to non-recurring, uncommon objects.

The Firm doesn’t present a reconciliation of its fiscal 2022 adjusted EBITDA steering to web earnings (loss), probably the most instantly comparable ahead trying GAAP monetary measure, because of the inherent issue in forecasting and quantifying sure quantities which are crucial for such reconciliation, which can’t be carried out with out unreasonable efforts, together with changes that could possibly be made for modifications in honest worth of warrant liabilities, integration and acquisition-related bills, amortization bills, non-cash stock-based compensation, beneficial properties/losses on international foreign money, and different costs mirrored in our reconciliation of historic numbers, the quantity of which, primarily based on historic expertise, could possibly be important. The presentation of this monetary info just isn’t meant to be thought of in isolation or as an alternative choice to the monetary info ready and offered in accordance with GAAP. The Firm’s fiscal 2022 adjusted EBITDA steering is merely an outlook and isn’t a assure of future efficiency. Stockholders shouldn’t rely or place an undue reliance on such forward-looking statements. See “Ahead-Wanting Statements” for added info.

Adjusted Gross Revenue and Adjusted Gross Margin

Administration makes use of adjusted gross revenue and adjusted gross margin to measure profitability and the flexibility to scale and leverage the prices of Supply Techniques and Consumables. The continued development of Supply Techniques is predicted to enhance adjusted gross margin, as extra Supply Techniques offered will enhance our recurring Consumables web gross sales, which has larger margins.

Administration believes adjusted gross revenue and adjusted gross margin are helpful measures to the Firm and its buyers to help in evaluating working efficiency as a result of they supply consistency and direct comparability with previous monetary efficiency and between fiscal intervals, because the metrics get rid of the results of amortization, depreciation, and stock-based compensation that are non-cash bills which will fluctuate for causes unrelated to general persevering with working efficiency. Adjusted gross margin has been and can proceed to be impacted by a wide range of components, together with the product combine, geographic combine, direct vs. oblique combine, the typical promoting value on Supply Techniques, and new product launches. Administration expects adjusted gross margin to fluctuate over time relying on the components described above.

The next desk reconciles gross revenue to adjusted gross revenue for the intervals offered:

		Three Months Ended December 31,								Yr Ended December 31,
Unaudited (in hundreds)		2021				2020				2021				2020
Web gross sales		$	77,889			$	37,880			$	260,086			$	119,092
Value of gross sales			21,128				14,843				78,259				51,893
Gross revenue		$	56,761			$	23,037			$	181,827			$	67,199
Gross margin			72.9	%			60.8	%			69.9	%			56.4	%
Adjusted to exclude the next:
Inventory-based compensation expense		$	183			$	—			$	405			$	—
Depreciation and amortization expense			2,651				2,634				10,313				10,758
Adjusted gross revenue		$	59,595			$	25,671			$	192,545			$	77,957
Adjusted gross margin			76.5	%			67.8	%			74.0	%			65.5	%

Adjusted Web Earnings, Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted web earnings, adjusted EBITDA and adjusted EBITDA margin are key efficiency measures that administration makes use of to evaluate the Firm’s working efficiency. As a result of adjusted web earnings, adjusted EBITDA and adjusted EBITDA margin facilitate inner comparisons of our historic working efficiency on a extra constant foundation, administration makes use of these measures for enterprise planning functions.

Administration additionally believes this info can be helpful for buyers to facilitate comparisons of working efficiency and higher determine developments within the enterprise. Administration expects adjusted EBITDA margin to extend over the long-term, because the Firm continues to scale our enterprise and obtain higher working leverage.

The Firm calculates adjusted web earnings as web earnings (loss) adjusted to exclude: change in honest worth of private and non-private placement warrants, change in honest worth of earn-out shares legal responsibility, different expense, web; amortization expense; stock-based compensation expense; administration charges incurred from historic non-public fairness homeowners; one-time or non-recurring objects corresponding to transaction prices (together with transactions prices with respect to the Enterprise Mixture); restructuring prices (together with these related to COVID-19) and the combination adjustment for earnings taxes for the tax impact of the changes described above.

The Firm calculates adjusted EBITDA as web earnings (loss) adjusted to exclude: change in honest worth of private and non-private placement warrants, change in honest worth of earn-out shares legal responsibility, different expense, web; curiosity expense; earnings tax profit (expense); depreciation and amortization expense; stock-based compensation expense; international foreign money (achieve) loss; administration charges incurred from historic non-public fairness homeowners; one-time or non-recurring objects corresponding to transaction prices (together with transactions prices with respect to the Enterprise Mixture); and restructuring prices (together with these related to COVID-19).

The next desk reconciles BeautyHealth’s web loss to adjusted web earnings (loss) and adjusted EBITDA for the intervals offered:

		Three Months Ended December 31,								Yr Ended December 31,
Unaudited (in hundreds)		2021				2020				2021				2020
Web loss		$	(17,311	)		$	(7,493	)		$	(375,108	)		$	(29,175	)
Adjusted to exclude the next:
Change in FV of warrant legal responsibility			5,982				—				277,315				—
Change in FV of earn-out shares legal responsibility			—				—				47,100				—
Amortization expense			3,943				2,415				13,297				11,981
Inventory-based compensation expense			3,794				37				12,418				363
Different expense (earnings) (1)			160				131				4,450				47
Administration charges (2)			—				533				209				1,486
Transaction associated prices (3)			2,600				3,212				34,913				4,223
Different non-recurring and one-time charges (4)			3,323				964				4,017				4,298
Combination adjustment for earnings taxes			(881	)			(1,782	)			(14,133	)			(5,370	)
Adjusted web earnings (loss)		$	1,610			$	(1,983	)		$	4,478			$	(12,147	)
Depreciation expense			2,040				1,111				4,486				2,552
Curiosity expense			3,488				5,828				11,777				21,275
International foreign money (achieve) loss, web			(594	)			(129	)			69				(21	)
Remaining profit for earnings taxes		$	1,944			$	(1,266	)		$	11,891			$	(3,938	)
Adjusted EBITDA		$	8,488			$	3,561			$	32,701			$	7,721
Adjusted EBITDA margin			10.9	%			9.4	%			12.6	%			6.5	%

__________________
(1)		In reference to the consummation of the Enterprise Mixture, the Firm repaid all long-term borrowings. For the 12 months ended December 31, 2021, the quantity offered primarily represents a complete of $4.3 million in prepayment penalties and deferred financing value write-offs.
(2)		Represents quarterly administration charges paid to the previous majority shareholder of HydraFacial primarily based on a pre-determined system. Following the Enterprise Mixture, these charges are not paid.
(3)		For the 12 months ended December 31, 2021, such quantities primarily signify direct prices incurred with the Enterprise Mixture, together with $21.0 million paid to the previous proprietor of HydraFacial, and to organize HydraFacial to be marketed on the market by HydraFacial’s shareholders in earlier intervals.
(4)		For the three months ended and 12 months ended December 31, 2021, such prices primarily signify one-time retention awards associated to the distributor acquisitions and government recruiting and severance charges. For the three months ended and 12 months ended December 31, 2020, such prices primarily signify COVID-19 associated restructuring value of $0.8 million and $3.1 million, respectively, together with the write-off of expired Consumables, discontinued product strains, human capital and money administration consultants and, to a lesser extent, prices related to a former warehouse and meeting facility through the transition interval.

In regards to the Enterprise Mixture

On Could 4, 2021, Vesper Healthcare Acquisition Corp. (“Vesper Healthcare”), a particular goal acquisition firm, accomplished the beforehand introduced enterprise mixture (the “Enterprise Mixture”) with Edge Techniques LLC d/b/a The HydraFacial Firm (“HydraFacial”). In reference to the Enterprise Mixture, Vesper Healthcare modified its title to The Magnificence Well being Firm, and LCP Edge Intermediate, Inc., the oblique mum or dad of HydraFacial, turned an oblique subsidiary of BeautyHealth. For fiscal intervals following the date of completion of the Enterprise Mixture, monetary outcomes are reported by The Magnificence Well being Firm on a consolidated foundation.

About The Magnificence Well being Firm

The Magnificence Well being Firm is a worldwide category-creating firm centered on delivering magnificence well being experiences by reinventing our client’s relationship with their pores and skin, their our bodies and their self-confidence. Our flagship model, HydraFacial, created the class of hydradermabrasion through the use of a patented Vortex-Fusion Supply System to cleanse, peel, exfoliate, extract, infuse, and hydrate the pores and skin with proprietary options and serums. HydraFacial gives a non-invasive and approachable expertise with a robust neighborhood of a/estheticians, shoppers and companions, bridging medical aesthetics to magnificence to democratize and personalize skincare options throughout ages, genders, pores and skin tones, and pores and skin sorts. HydraFacial is out there in over 90 international locations with an set up base of 20,399 Supply Techniques offering thousands and thousands of experiences to shoppers every year. For extra info, please go to www.beautyhealth.com.

Ahead-Wanting Statements

Sure statements made on this launch are “ahead trying statements” inside the that means of the “protected harbor” provisions of the US Personal Securities Litigation Reform Act of 1995. When used on this press launch, the phrases “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “might,” “will,” “ought to,” “future,” “suggest” and variations of those phrases or comparable expressions (or the damaging variations of such phrases or expressions) are meant to determine forward-looking statements.

These forward-looking statements will not be ensures of future efficiency, circumstances or outcomes, and contain quite a lot of recognized and unknown dangers, uncertainties, assumptions and different necessary components, lots of that are outdoors The Magnificence Well being Firm’s management, that would trigger precise outcomes or outcomes to vary materially from these mentioned within the forward-looking statements.

Essential components, amongst others, which will have an effect on precise outcomes or outcomes embrace the lack to acknowledge the anticipated advantages of the Enterprise Mixture; the lack to keep up the itemizing of The Magnificence Well being Firm’s shares on NASDAQ; The Magnificence Well being Firm’s potential to handle development; The Magnificence Well being Firm’s potential to execute its marketing strategy; the timing of the launch of Syndeo and dangers and uncertainties relating to market circumstances across the launch of Syndeo; potential litigation involving The Magnificence Well being Firm; modifications in relevant legal guidelines or rules; the likelihood that The Magnificence Well being Firm could also be adversely affected by different financial, enterprise, and/or aggressive components; and the impression of the persevering with COVID-19 pandemic on the Firm’s enterprise. The Magnificence Well being Firm doesn’t undertake any obligation to replace or revise any forward-looking statements, whether or not on account of new info, future occasions, or in any other case, besides as required by regulation.

The Magnificence Well being Firm
Consolidated Statements of Operations
(in hundreds besides share and per share quantities)
(Unaudited)
		Three Months Ended December 31,								Yr Ended December 31,
		2021				2020				2021				2020
Web gross sales		$	77,889			$	37,880			$	260,086			$	119,092
Value of gross sales			21,128				14,843				78,259				51,893
Gross revenue			56,761				23,037				181,827				67,199
Working bills:
Promoting and advertising			37,053				15,898				111,583				50,323
Analysis and improvement			1,875				860				8,195				3,409
Common and administrative			25,045				10,990				98,688				30,649
Whole working bills			63,973				27,748				218,466				84,381
Loss from operations			(7,212	)			(4,711	)			(36,639	)			(17,182	)
Different (earnings) expense:
Curiosity expense, web			3,488				5,828				11,777				21,275
Different expense, web			160				131				4,450				47
Change in honest worth of warrant legal responsibility			5,982				—				277,315				—
Change in honest worth of earn-out shares legal responsibility			—				—				47,100				—
International foreign money (achieve) loss, web			(594	)			(129	)			69				(21	)
Whole different expense			9,036				5,830				340,711				21,301
Loss earlier than provision for earnings taxes			(16,248	)			(10,541	)			(377,350	)			(38,483	)
Earnings tax expense (profit)			1,063				(3,048	)			(2,242	)			(9,308	)
Web loss		$	(17,311	)		$	(7,493	)		$	(375,108	)		$	(29,175	)
Web loss per share – primary and diluted		$	(0.12	)		$	(0.22	)		$	(3.67	)		$	(0.85	)
Weighted common widespread shares excellent – primary and diluted			146,314,776				35,551,196				102,114,883				34,293,271

The Magnificence Well being Firm
Consolidated Stability Sheets
(in hundreds)
(Unaudited)
		December 31, 2021				December 31, 2020
Property
Present belongings:
Money and money equivalents		$	901,886			$	9,486
Accounts receivable			46,824				18,576
Pay as you go bills and different present belongings			12,322				3,220
Earnings tax receivable			4,599				4,611
Inventories			35,261				23,202
Whole present belongings			1,000,892				59,095
Property and tools, web			16,183				9,191
Proper of use asset			14,992				—
Intangible belongings, web			56,010				50,935
Goodwill			123,694				98,531
Deferred tax belongings, web			330				270
Different belongings			6,705				4,813
Whole belongings		$	1,218,806			$	222,835
Liabilities and Shareholders’ (Deficit) Fairness
Present liabilities:
Accounts payable		$	29,049			$	18,485
Accrued payroll associated bills			28,662				9,475
Different accrued bills			14,722				2,458
Lease liabilities			3,712				—
Earnings tax payable			292				—
Present portion of long-term debt attributable to associated events			—				512
Whole present liabilities			76,437				30,930
Different long-term liabilities			—				1,854
Lease liabilities, non present			12,781				—
Lengthy-term debt attributable to associated events, web of present portion			—				216,024
Deferred tax liabilities, web			3,561				3,987
Warrant liabilities			93,816				—
Convertible senior notes, web			729,914				—
Whole liabilities			916,509				252,795
Stockholders’ (deficit) fairness:
Frequent inventory			16				4
Most well-liked inventory			—				—
Extra paid-in capital			722,250				13,952
Be aware receivable from stockholder			—				(554	)
Amassed different complete (loss) earnings			(1,257	)			242
Amassed deficit			(418,712	)			(43,604	)
Whole stockholders’ fairness (deficit)			302,297				(29,960	)
Whole liabilities and stockholders’ fairness (deficit)		$	1,218,806			$	222,835