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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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2025

 

LIFEMD, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

236 Fifth Avenue, Suite 400

New York, NY 10001

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   LFMD   The Nasdaq Global Market
8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share   LFMDP   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 6, 2025, LifeMD, Inc. issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this Item 2.02 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
99.1   Press Release dated May 6, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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.

 

    LIFEMD, INC.
       
Dated: May 6, 2025 By: /s/ Marc Benathen
      Marc Benathen
      Chief Financial Officer

 

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 



LifeMD Reports First Quarter 2025 Results and

Raises Full-Year 2025 Guidance

 

· Total revenues increased 49% year-over-year to $65.7 million with telehealth revenue up 70%
· Adjusted EBITDA increased to $8.7 million from $0.1 million in the year-ago period
· Telehealth adjusted EBITDA increased to $5.3 million from a loss of $1.3 million in the year-ago period
· GAAP net income of $0.6 million or $0.01 per diluted share, delivering first-ever quarter of positive GAAP EPS
· Raising full-year 2025 guidance for both total revenues and adjusted EBITDA, reflecting strong year-to-date performance in telehealth

 

Conference call begins at 4:30 p.m. Eastern time today

 

NEW YORK, May 6, 2025 — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care services, today reported financial results for the three months ended March 31, 2025.

 

Management Commentary

 

Justin Schreiber, Chairman and CEO of LifeMD, said, “LifeMD had an outstanding first quarter that demonstrated the power of our platform, the need for our services and the accelerated growth trajectory of the business as we achieved our first-ever quarter of GAAP profitability well ahead of expectations. During the quarter we expanded across all service areas, and the performance of our weight management program underscored our success as it is now expected to exceed top- and bottom-line expectations for the full year. The launch of our men’s hormone therapy offering, and recent acceptance of Medicare are also off to strong starts and continue to diversify our already leading telehealth platform.

 

“Our recently announced strategic collaborations with both LillyDirect and NovoCare continue to generate momentum by allowing us to offer more convenient and affordable access to branded GLP-1 medications. These collaborations make LifeMD the only telehealth provider in the U.S. that offers synchronous care and cash-pay access to both Wegovy® and Zepbound®. In addition to the continued success of our existing telehealth platforms, we recently announced key hires in the mental and hormonal health verticals and the acquisition of important assets in behavioral health and women’s health. These are two strategic areas with significant unmet clinical need in the marketplace and within our existing patient population,” concluded Schreiber.

 

“LifeMD had an exceptionally strong first quarter with top- and bottom-line growth both ahead of our expectations. Telehealth revenue achieved 70% year-over-year growth on a standalone basis, while our telehealth adjusted EBITDA increased to $5.3 million from a loss of $1.3 million in the year-ago period. We also achieved positive GAAP net income for the first time,” commented Marc Benathen, Chief Financial Officer of LifeMD. “We are raising our full-year 2025 guidance to reflect our strong performance to date for both revenue and adjusted EBITDA. We now expect total revenues in the range of $268 to $275 million, up from $265 to $275 million, and adjusted EBITDA in the range of $31 to $33 million, up from $30 to $32 million.”

 

 

 

First Quarter Financial Highlights

 

All comparisons are with the first quarter of 2024. Non-GAAP financial measures referenced in the following results are defined and reconciled to GAAP at the end of this press release.

 

· Total revenues increased 49% to $65.7 million with telehealth revenue up 70%.
· Telehealth active subscribers increased 22% to approximately 290,000 active subscribers.
· Gross margin was 87% compared with 90%, down slightly due to revenue mix and LifeMD’s recently launched pharmacy.
· GAAP net income was $0.6 million or $0.01 per diluted share, compared with a net loss of $7.5 million or ($0.19) per share.
· Adjusted EBITDA was $8.7 million compared with $0.1 million.
· The telehealth business achieved adjusted EBITDA of $5.3 million compared with a loss of $1.3 million.
· Cash was $34.4 million as of March 31, 2025.

 

First Quarter Key Performance Metrics

 

($ in 000s)   Three Months Ended March 31,     Y-o-Y  
Key Performance Metrics   2025     2024     % Growth  
Revenue                        
Telehealth   $ 52,456     $ 30,841       70 %
WorkSimpli   $ 13,241     $ 13,303       0 %
Total Revenue   $ 65,698     $ 44,144       49 %
                         
Active Subscribers                        
Telehealth Active Subscribers     290,660       237,790       22 %
WorkSimpli Active Subscribers     158,265       166,351       -5 %
Total Active Subscribers     448,925       404,141       11 %

 

Financial Guidance

 

For the second quarter of 2025, the Company expects:

 

· Total revenues in the range of $65 million to $67 million, with telehealth revenue in the range of $52 million to $53 million.
· Adjusted EBITDA in the range of $7 million to $9 million, with telehealth adjusted EBITDA in the range of $4 million to $6 million.

 

For the full year 2025, due to the outperformance of its telehealth business in the first quarter the Company is raising its previous guidance to:

 

· Total revenues in the range of $268 million to $275 million, up from previous guidance of $265 million to $275 million.
· Telehealth revenue in the range of $208 million to $213 million, up from $205 million to $213 million.
· Adjusted EBITDA in the range of $31 million to $33 million, up from $30 million to $32 million.
· Telehealth adjusted EBITDA is now forecast to exceed $21 million, up from approximately $20 million previously.

 

Conference Call

 

LifeMD’s management will host a conference call today at 4:30 p.m. Eastern time to discuss the Company’s financial results and outlook, and answer questions. Details for the call are as follows:

 

Toll-free dial-in number: 800-225-9448
International dial-in number: 203-518-9708
Conference ID: LIFEMD
Live & Archived Webcast: Link

 

A live and archived webcast will be available in the Investors section of the Company’s website at ir.lifemd.com.

 

 

 

About LifeMD

 

LifeMD® is a leading provider of virtual primary care. LifeMD offers telemedicine, access to laboratory and pharmacy services, and specialized treatment across more than 200 conditions, including primary care, men’s and women’s health, weight management, and hormone therapy. The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical group, a 22,500-square-foot affiliated pharmacy, and a U.S.-based patient care center to increase access to high-quality and affordable care. For more information, please visit LifeMD.com.

 

Cautionary Note Regarding Forward Looking Statements

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release may be identified by the use of words such as: “believe,” “expect,” “anticipate,” “project,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” predict,” “continue,” and “potential,” or, in each case, their negative or other variations or comparable terminology referencing future periods. Examples of forward-looking statements include, but are not limited to, statements regarding our financial outlook and guidance, short and long-term business performance and operations, future revenues and earnings, regulatory developments, legal events or outcomes, ability to comply with complex and evolving regulations, market conditions and trends, new or expanded products and offerings, growth strategies, underlying assumptions, and the effects of any of the foregoing on our future results of operations or financial condition.

 

Forward-looking statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations, beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy, and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to, “Risk Factors” identified in our filings with the Securities and Exchange Commission, including, but not limited to, our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results, performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative of our actual results, performance, or financial condition in subsequent periods.

 

Any forward-looking statement made in the news release is based on information currently available to us as of the date on which this release is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required under applicable law or regulation.

 

Investor Contact

Marc Benathen, Chief Financial Officer

marc@lifemd.com

 

Media Contact

Jessica Friedeman, Chief Marketing Officer

press@lifemd.com

 

Tables to Follow

++++++

 

 

 

LIFEMD, INC.

CONSOLIDATED BALANCE SHEETS

 

    March 31, 2025     December 31, 2024  
    (Unaudited)        
ASSETS                
                 
Current Assets                
Cash   $ 34,393,410     $ 35,004,924  
Accounts receivable, net     10,192,774       8,217,813  
Product deposit     191,840       40,763  
Inventory, net     2,967,697       2,797,358  
Other current assets     2,227,200       2,672,231  
Total Current Assets     49,972,921       48,733,089  
                 
Non-current Assets                
Equipment, net     1,438,829       1,479,184  
Right of use assets     6,104,863       6,400,596  
Capitalized software, net     14,311,592       13,816,501  
Intangible assets, net     1,786,128       2,030,656  
Total Non-current Assets     23,641,412       23,726,937  
                 
Total Assets   $ 73,614,333     $ 72,460,026  
                 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                 
Current Liabilities                
Accounts payable   $ 15,679,028     $ 16,009,484  
Accrued expenses     18,503,380       20,811,764  
Current operating lease liabilities     482,139       508,537  
Current portion of long-term debt     11,611,111       8,444,444  
Deferred revenue     14,625,902       14,480,917  
Total Current Liabilities     60,901,560       60,255,146  
                 
Long-term Liabilities                
Long-term debt, net     6,818,835       9,885,057  
Noncurrent operating lease liabilities     6,186,692       6,265,192  
Contingent consideration     100,000       100,000  
Total Liabilities     74,007,087       76,505,395  
                 
Commitments and Contingencies                
Mezzanine Equity                
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Convertible Preferred Stock, $0.0001 par value; 5,000 shares authorized, zero shares issued and outstanding, liquidation value, $0 per share as of March 31, 2025 and December 31, 2024     -       -  
Stockholders’ Equity (Deficit)                
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately $25.55 per share as of March 31, 2025 and December 31, 2024     140       140  
Common Stock, $0.01 par value; 100,000,000 shares authorized, 43,632,700 and 42,293,907 shares issued, 43,529,660 and 42,190,867 outstanding as of March 31, 2025 and December 31, 2024, respectively     436,327       422,939  
Additional paid-in capital     233,043,479       230,508,339  
Accumulated deficit     (235,644,977 )     (236,253,218 )
Treasury stock, 103,040 shares, at cost, as of March 31, 2025 and December 31, 2024     (163,701 )     (163,701 )
Total LifeMD, Inc. Stockholders’ Deficit     (2,328,732 )     (5,485,501 )
Non-controlling interest     1,935,978       1,440,132  
Total Stockholders’ Equity (Deficit)     (392,754 )     (4,045,369 )
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)   $ 73,614,333     $ 72,460,026  

 

 

 

LIFEMD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three Months Ended March 31,  
    2025     2024  
Revenues                
Telehealth revenue, net   $ 52,456,481     $ 30,841,402  
WorkSimpli revenue, net     13,241,275       13,302,862  
Total revenues, net     65,697,756       44,144,264  
                 
Cost of revenues                
Cost of telehealth revenue     8,136,462       4,194,595  
Cost of WorkSimpli revenue     507,254       405,582  
Total cost of revenues     8,643,716       4,600,177  
                 
Gross profit     57,054,040       39,544,087  
                 
Expenses                
Selling and marketing expenses     29,194,061       24,173,880  
General and administrative expenses     17,055,669       15,305,732  
Customer service expenses     3,071,494       1,848,041  
Development costs     2,675,134       2,087,232  
Other operating expenses     2,514,758       2,300,447  
Total expenses     54,511,116       45,715,332  
                 
Operating income (loss)     2,542,924       (6,171,245 )
                 
Other expenses                
Interest expense, net     (626,275 )     (477,678 )
                 
Net income (loss) before income taxes     1,916,649       (6,648,923 )
                 
Income tax expense     -       -  
                 
Net income (loss)     1,916,649       (6,648,923 )
                 
Net income attributable to noncontrolling interests     531,845       119,432  
                 
Net income (loss) attributable to LifeMD, Inc.     1,384,804       (6,768,355 )
                 
Preferred stock dividends     (776,563 )     (776,563 )
                 
Net income (loss) attributable to LifeMD, Inc. common stockholders   $ 608,241     $ (7,544,918 )
                 
Basic earnings (loss) per share attributable to LifeMD, Inc. common stockholders   $ 0.01     $ (0.19 )
Diluted earnings (loss) per share attributable to LifeMD, Inc. common stockholders   $ 0.01     $ (0.19 )
                 
Weighted average number of common shares outstanding:                
Basic     43,135,778       39,242,237  
Diluted     45,580,311       39,242,237  

 

 

 

LIFEMD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Three Months Ended March 31,  
    2025     2024  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income (loss)   $ 1,916,649     $ (6,648,923 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
Amortization of debt discount     100,444       100,444  
Amortization of capitalized software     2,250,036       1,787,404  
Amortization of intangibles     244,528       245,966  
Accretion of consideration payable     -       13,644  
Depreciation of fixed assets     162,566       65,915  
Noncash operating lease expense     295,733       206,809  
Stock compensation expense     2,548,528       2,544,430  
                 
Changes in Assets and Liabilities                
Accounts receivable     (1,974,961 )     (59,241 )
Product deposit     (151,077 )     196,912  
Inventory     (170,339 )     386,292  
Other current assets     445,031       (364,227 )
Operating lease liabilities     (104,897 )     (203,944 )
Deferred revenue     144,985       4,374,159  
Accounts payable     (330,456 )     1,310,177  
Accrued expenses     (2,308,383 )     1,246,342  
Net cash provided by operating activities     3,068,387       5,202,159  
      (53,393 )        
CASH FLOWS FROM INVESTING ACTIVITIES                
Cash paid for capitalized software costs     (2,745,127 )     (2,014,673 )
Purchase of equipment     (122,211 )     (175,592 )
Net cash used in investing activities     (2,867,338 )     (2,190,265 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Repayment of notes payable, net of prepayment penalty     -       (211,690 )
Cash proceeds from exercise of options     -       7,813  
Preferred stock dividends     (776,563 )     (776,563 )
Contingent consideration payment for Resume Build     -       (31,250 )
Distributions to non-controlling interest     (36,000 )     (36,000 )
Net cash used in financing activities     (812,563 )     (1,047,690 )
                 
Net (decrease) increase in cash     (611,514 )     1,964,204  
                 
Cash at beginning of period     35,004,924       33,146,725  
                 
Cash at end of period   $ 34,393,410     $ 35,110,929  
                 
Cash paid for interest                
Cash paid during the period for interest   $ 593,750     $ 644,919  
                 
Non-cash investing and financing activities:                
Cashless exercise of options   $ 561     $ 641  
Cashless exercise of warrants   $ -     $ 12,685  
Stock issued for noncontingent consideration payments   $ -     $ 642,000  
Right of use asset   $ -     $ 1,285,926  
Right of use lease liability   $ -     $ 1,285,926  

 

 

 

About the Use of Non-GAAP Financial Measures:

 

To supplement our financial information presented in accordance with GAAP, we use adjusted EBITDA as a non-GAAP financial measure to clarify and enhance an understanding of past performance. Additionally, we report telehealth adjusted EBITDA as a non-GAAP financial measure to clarify the financial performance of our core telehealth business excluding WorkSimpli. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

 

Adjusted EBITDA is defined as income (loss) attributable to common shareholders before interest, taxes, depreciation, amortization, accretion, financing transaction expense, non-controlling interests, foreign currency translation, extraordinary litigation costs, loss on debt extinguishment, dividends, insurance acceptance and Sarbanes-Oxley readiness expenses, acquisition costs, severance expenses and stock-based compensation expense. We have provided below a reconciliation of adjusted EBITDA to net loss attributable to common shareholders, its most directly comparable GAAP financial measure.

 

Telehealth and WorkSimpli adjusted EBITDA is defined as segment operating income or loss before depreciation, amortization, accretion, financing transaction expense, extraordinary litigation costs, insurance acceptance and Sarbanes-Oxley readiness expenses, acquisition costs, severance expenses and stock-based compensation expense. We have provided below a reconciliation of segment operating income or loss to segment Adjusted EBITDA.

 

We believe the above financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms adjusted EBITDA may vary from that of others in our industry. Telehealth adjusted EBITDA is specifically relevant to LifeMD to provide shareholders a comparable measure of profitability for our core telehealth business without the impact of our majority owned, but separately managed non-core subsidiary, WorkSimpli. Adjusted EBITDA, telehealth adjusted EBITDA and WorkSimpli adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss per share, operating loss or any other performance measures derived in accordance with GAAP as measures of performance.

 

 

 

Reconciliation of Consolidated GAAP Net Income (Loss) to Consolidated Adjusted EBITDA

(in whole numbers, unaudited)

 

    Three Months Ended March 31,  
    2025     2024  
Net income (loss) attributable to common shareholders   $ 608,241     $ (7,544,918 )
                 
Interest expense (excluding amortization of debt discount)     525,831       377,234  
Depreciation, amortization and accretion expense     2,657,130       2,112,929  
Amortization of debt discount     100,444       100,444  
Financing transactions expense     -       172,229  
Litigation costs (a)     253,197       182,547  
Severance costs     76,882       160,495  
Acquisitions expenses     208,500       -  
Insurance acceptance readiness     140,360       706,341  
Sarbanes Oxley readiness     -       159,908  
Foreign exchange loss (gain)     231,647       (26,248 )
Taxes     -       -  
Dividends     776,563       1,043,380  
Stock-based compensation expense     2,548,528       2,544,430  
Net income attributable to noncontrolling interests     531,845       119,432  
                 
Consolidated Adjusted EBITDA   $ 8,659,168     $ 108,203  

 

(a) For the three months ended March 31, 2025, the Company included litigation costs related to a heavily negotiated executive separation agreement. For the three months ended March 31, 2024, the Company included costs related to a class action complaint alleging, inter alia, unauthorized disclosure of certain information of class members to third parties (the Marden v. LifeMD, Inc. case), as disclosed in the Company’s Form 10-Q for the three months ended March 31, 2025, filed on May 6, 2025, and a heavily negotiated executive separation agreement.

 

 

 

Reconciliation of Telehealth GAAP Operating Income (Loss) to Telehealth Adjusted EBITDA

(in whole numbers, unaudited)

 

    Three Months Ended March 31,  
    2025     2024  
Telehealth operating income (loss)   $ 386,865     $ (6,619,763 )
                 
Depreciation, amortization and accretion expense     1,691,409       1,363,074  
Financing transactions expense     -       172,229  
Litigation costs (a)     253,197       182,547  
Severance costs     76,882       160,495  
Acquisitions expenses     208,500       -  
Insurance acceptance readiness     140,360       706,341  
Sarbanes Oxley readiness     -       159,908  
Stock-based compensation expense     2,548,528       2,544,430  
                 
Telehealth Adjusted EBITDA   $ 5,305,741     $ (1,330,739 )

 

(a) For the three months ended March 31, 2025, the Company included litigation costs related to a heavily negotiated executive separation agreement. For the three months ended March 31, 2024, the Company included costs related to a class action complaint alleging, inter alia, unauthorized disclosure of certain information of class members to third parties (the Marden v. LifeMD, Inc. case), as disclosed in the Company’s Form 10-Q for the three months ended March 31, 2025, filed on May 6, 2025, and a heavily negotiated executive separation agreement.

 

Reconciliation of WorkSimpli GAAP Operating Income to WorkSimpli Adjusted EBITDA

(in whole numbers, unaudited)

 

    Three Months Ended March 31,  
    2025     2024  
WorkSimpli operating income   $ 2,156,059     $ 448,518  
                 
Depreciation, amortization and accretion expense     965,721       749,855  
Foreign exchange loss (gain)     231,647       (26,248 )
Distributions     -       266,817  
                 
WorkSimpli Adjusted EBITDA   $ 3,353,427     $ 1,438,942  

 

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