UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 13, 2019
Astrotech Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-34426 |
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91-1273737 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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201 West 5th Street, Suite 1275, Austin, Texas |
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78701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(512) 485-9530
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
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ASTC |
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NASDAQ Stock Market, LLC |
Item 2.02. Results of Operations and Financial Condition.
On May 13, 2019, Astrotech Corporation issued a press release announcing its results of operations for its third quarter ended March 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated May 13, 2019, issued by Astrotech Corporation.
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.
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Astrotech Corporation |
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By: |
/s/ Thomas B. Pickens III |
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Name: |
Thomas B. Pickens III |
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Title: |
Chairman of the Board and Chief |
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Executive Officer |
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Date: May 13, 2019
Exhibit 99.1
ASTROTECH REPORTS THIRD QUARTER OF FISCAL YEAR 2019 FINANCIAL RESULTS
Austin, Texas – May 13, 2019 – Astrotech Corporation (NASDAQ: ASTC) reported its financial results for the third quarter of fiscal year 2019 ended March 31, 2019.
The third quarter was pivotal for Astrotech’s 1st Detect subsidiary, having announced on February 21 that it received official European Civil Aviation Conference (ECAC) certification for both passenger and cargo screening.
With a near-zero false alarm rate, a virtually unlimited detection library, and near 100% uptime, the TRACER 1000™ is the only certified explosives trace detector (ETD) that can detect more threats than the extremely limited number detected by current ETDs. We believe these features will accelerate airport passenger security line throughput, significantly enhance passenger and cargo security, and position the TRACER 1000 as a market disruptor in explosives and harmful substance trace detection.
“ECAC certification has led to two successful field trials and in both instances, the state-of-the-art TRACER 1000 outperformed the currently deployed ion mobility spectrometry (IMS) based ETDs. We are excited that these field trials confirm the results we have been seeing in testing,” stated Thomas B. Pickens III, Chairman and CEO of Astrotech.
Following the end of the third quarter, in April 2019, Astrotech completed a $2 million private investment from its Chairman and CEO and another long-term investor.
“This investment is expected to provide the resources toward the goal of transitioning from a devoted R&D company to a manufacturing organization after receiving ECAC certification,” continued Pickens.
Third Quarter Fiscal Year 2019 Financial Highlights
Management continues efforts to optimize our resources while reducing cost and adding financial flexibility.
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Operating expenses decreased 27% through the third quarter of fiscal 2019, compared to the third quarter of fiscal 2018, due to an ongoing emphasis on cost reduction. |
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Monthly cash burn for the fiscal year has been reduced to $731 thousand, a 25% reduction from our run rate through the third quarter of fiscal year 2018. |
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Astrotech Corporation had no debt at March 31, 2019. |
Astrotech (NASDAQ: ASTC) is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. 1st Detect develops, manufactures, and sells chemical analyzers for use in the security, defense, healthcare, and environmental markets. Astral Images sells film-to-digital image enhancement, defect removal, color correction, and post processing software, providing economically feasible conversion of film to the new 4K ultra-high definition (UHD), high-dynamic range (HDR) format. Astrotech is headquartered in Austin, Texas. For information, please visit www.astrotechcorp.com.
This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, the Company’s use of proceeds from the private placement transaction, whether we can successfully develop our proprietary technologies and whether the market will accept our products and services, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including the annual report on Form 10-K for the fiscal year ended June 30, 2018. Any forward-looking statements in this document should be evaluated in light of these important risk factors. In addition, any forward-looking statements included in this press release represent the Company’s views only as of the date of its publication and should not be relied upon as representing its views as of any subsequent date. The Company assumes no obligation to update these forward-looking statements.
Company Contact: Eric Stober, Chief Financial Officer, Astrotech Corporation, (512) 485-9530
Tables follow
ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
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Three Months Ended March 31, |
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Nine Months Ended March 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenue |
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$ |
— |
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$ |
— |
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$ |
40 |
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$ |
41 |
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Cost of revenue |
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— |
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— |
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11 |
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24 |
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Gross profit |
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— |
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— |
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29 |
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17 |
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Operating expenses: |
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Selling, general and administrative |
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1,238 |
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1,363 |
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3,667 |
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4,397 |
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Research and development |
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1,026 |
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1,495 |
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3,027 |
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4,721 |
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Total operating expenses |
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2,264 |
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2,858 |
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6,694 |
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9,118 |
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Loss from operations |
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(2,264 |
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(2,858 |
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(6,665 |
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(9,101 |
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Interest and other income, net |
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12 |
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3 |
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15 |
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103 |
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Loss before income taxes |
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(2,252 |
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(2,855 |
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(6,650 |
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(8,998 |
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Income tax benefit |
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858 |
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— |
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858 |
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— |
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Net loss |
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$ |
(1,394 |
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$ |
(2,855 |
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$ |
(5,792 |
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$ |
(8,998 |
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Weighted average common shares outstanding: |
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Basic and diluted |
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5,467 |
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4,060 |
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4,734 |
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4,059 |
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Basic and diluted net loss per common share: |
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Net loss |
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$ |
(0.25 |
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$ |
(0.70 |
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$ |
(1.22 |
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$ |
(2.22 |
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Other comprehensive loss, net of tax: |
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Net loss |
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$ |
(1,394 |
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$ |
(2,855 |
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$ |
(5,792 |
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$ |
(8,998 |
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Available-for-sale securities: |
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Net unrealized gain |
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— |
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(32 |
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— |
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(67 |
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Reclassification adjustment for realized loss |
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— |
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42 |
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31 |
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76 |
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Total comprehensive loss |
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$ |
(1,394 |
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$ |
(2,845 |
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$ |
(5,761 |
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$ |
(8,989 |
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ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
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March 31, 2019 |
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June 30, 2018 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
1,524 |
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$ |
552 |
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Short-term investments |
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— |
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3,551 |
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Accounts receivable, net of allowance |
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41 |
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12 |
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Income tax receivable |
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429 |
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— |
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Prepaid expenses and other current assets |
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328 |
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161 |
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Total current assets |
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2,322 |
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4,276 |
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Property and equipment, net |
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531 |
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733 |
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Deferred tax asset |
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429 |
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— |
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Long-term investments |
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— |
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50 |
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Other assets, net |
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81 |
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81 |
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Total assets |
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$ |
3,363 |
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$ |
5,140 |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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139 |
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112 |
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Payroll-related accruals |
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312 |
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412 |
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Accrued liabilities and other |
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393 |
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434 |
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Income tax payable |
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2 |
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2 |
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Total current liabilities |
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846 |
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960 |
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Other liabilities |
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156 |
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188 |
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Total liabilities |
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1,002 |
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1,148 |
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Commitments and contingencies |
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Stockholders’ equity |
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Preferred stock, $0.001 par value, convertible, 2,500,000 shares authorized; no shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively |
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— |
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— |
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Common stock, $0.001 par value, 15,000,000 shares authorized; 6,176,425 and 4,496,873 shares issued at March 31, 2019 and June 30, 2018, respectively; 5,776,509 and 4,097,346 shares outstanding at March 31, 2019 and June 30, 2018, respectively |
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190,648 |
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190,570 |
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Treasury stock, 399,916 and 399,527 shares at cost at March 31, 2019 and June 30, 2018, respectively |
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(4,129 |
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(4,128 |
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Additional paid-in capital |
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5,798 |
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1,745 |
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Accumulated deficit |
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(189,956 |
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(184,164 |
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Accumulated other comprehensive loss |
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— |
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(31 |
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Total stockholders’ equity |
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2,361 |
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3,992 |
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Total liabilities and stockholders’ equity |
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$ |
3,363 |
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$ |
5,140 |
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