UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2017
VIEWRAY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37725 |
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42-1777485 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
2 Thermo Fisher Way
Oakwood Village, Ohio 44146
(Address of principal executive offices, including zip code)
(440) 703-3210
(Registrant’s telephone number, including area code)
Not Applicable
(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 Instructions A.2. below):
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Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☒
On May 15, 2017, ViewRay, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2017. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or incorporated by reference in any filing of ViewRay, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of ViewRay, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
Description |
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99.1 |
Press Release dated May 15, 2017. |
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.
VIEWRAY, INC.
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Dated: May 15, 2017 |
By:/s/ Chris A. Raanes |
EXHIBIT INDEX
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ExhibitNumber |
Description |
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99.1 |
Press Release dated May 15, 2017. |
Exhibit 99.1
ViewRay Reports First Quarter 2017 Financial Results
Reiterates 2017 Financial Guidance
CLEVELAND, OH May 15, 2017 — ViewRay, Inc. (Nasdaq: VRAY) today announced financial results for the first quarter ended March 31, 2017.
First Quarter 2017 Highlights:
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Received new orders for MRIdian Linac Systems, totaling $12.3 million, compared to orders totaling $11.2 million in Q1 2016 |
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Received orders totaling $5.8 million to upgrade installed MRIdian Cobalt Systems to Linac Systems |
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Total backlog grew to $144.9 million, as of March 31, 2017, up from $89.6 million as of March 31, 2016 |
Recent Highlights:
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Announced $15.0 million capacity expansion of Term Loan Agreement |
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Raised $7.4 million from the sale of 1.1 million shares of common stock through “at the market offerings” in April and May 2017 |
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Announced that compelling early pancreatic cancer data with ViewRay’s MRIdian System were presented at ESTRO 36; presentations also highlighted speed and benefit of On-Table Adaptive Therapy in routine clinical use. http://www.viewray.com/estro_2017.htm |
“The first quarter was a transformational quarter for the company. We received FDA clearance for the MRIdian Linac in February and ended the quarter with $49.3 million in cash and cash equivalents. We are also encouraged by the impressive clinical results reported by MRIdian users at our biggest European trade show, ESTRO, in a variety of cancers, including pancreas, gastrointestinal and prostate,” said Chris A. Raanes, president and chief executive officer of ViewRay.
Mr. Raanes added, "We continue to build commercial momentum with MRIdian Linac in the U.S. and international markets. The two new orders for MRIdian Linac and three orders for upgrades to existing Cobalt systems are the beginning of our expected order ramp following our FDA clearance.”
Financial Results
Total revenue for the first quarter ended March 31, 2017 was $1.2 million, compared to $5.5 million for the same period last year. Revenue for the first quarter ended March 31, 2016 included one MRIdian system installed and recognized as product revenue.
Cost of product revenue was $0.3 million for the first quarter ended March 31, 2017, compared to $5.9 million for the same period last year. Total gross profit (loss) for the first quarter ended March 31, 2017 was $0.2 million, compared to $(1.1) million for the same period last year.
Total operating expenses for the first quarter ended March 31, 2017 were $11.1 million, compared to $11.0 million for the same period last year.
Net loss for the first quarter ended March 31, 2017 was $(28.0) million, or $(0.54) per share, compared to $(13.4) million, or $(0.35) per share, for the same period last year. The net loss in the first quarter ended March 31, 2017 included $15.3 million of other expense from changes in the fair value of warrant liability.
ViewRay had total cash and cash equivalents of $49.3 million at March 31, 2017. During the first quarter ended March 31, 2017, the Company raised $26.1 million in a private placement and $21.5 million in aggregate net proceeds from the
sale of common stock through “at the market offerings”. In April and May 2017, the Company raised $7.4 million in aggregate net proceeds from the sale of common stock through “at the market offerings”.
Financial Guidance
The Company is reiterating its financial guidance for the full year 2017. The Company anticipates 2017 total revenue to be in the range of $45 million to $50 million, primarily from 7 to 8 MRIdian Linac Systems. The Company anticipates that it will recognize revenue for these systems in the second half of 2017.
Conference Call and Webcast
ViewRay will hold a conference call on Monday, May 15, 2017 at 4:30 p.m. ET / 1:30 p.m. PT. The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 68851407. A live webcast of the conference call will be available on the investor relations page of ViewRay’s corporate website at www.viewray.com.
After the live webcast, a replay of the webcast will remain available online on the investor relations page of ViewRay’s corporate website, www.viewray.com, for 90 days following the call. In addition, a telephonic replay of the call will be available until May 22, 2017. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 68851407.
About ViewRay
ViewRay®, Inc. (Nasdaq: VRAY) designs, manufactures and markets the MRIdian® radiation therapy system. MRIdian integrates MRI technology, radiation delivery and proprietary software to locate, target and track the position and shape of soft-tissue tumors during radiation. ViewRay believes this combination of enhanced visualization and accuracy will significantly improve outcomes for patients.
ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
Forward Looking Statements:
This press release contains forward-looking statements. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades and installations, ViewRay’s financial guidance for the full year 2017 and ViewRay’s conference call to discuss its first quarter 2017 financial results. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to raise the additional funding needed to continue to pursue ViewRay’s business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize MRIdian Linac System, competition in the industry in which ViewRay operates and overall market conditions. These forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents ViewRay files with the SEC available at www.sec.gov.
Contact:
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Investor Relations: |
Media Enquiries: |
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Ajay Bansal |
Michael Saracen |
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Senior Director, Marketing |
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1-844-MRIdian (674-3426) |
Phone: +1 408-242-2994 |
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Email: media@viewray.com |
VIEWRAY, INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended March 31, |
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2017 |
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2016 |
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Gross Orders |
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$ |
12,310 |
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$ |
11,180 |
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Backlog |
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$ |
144,869 |
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$ |
89,640 |
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Revenue: |
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Product |
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$ |
— |
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$ |
5,240 |
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Service |
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1,108 |
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216 |
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Distribution Rights |
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119 |
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— |
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Total revenue |
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1,227 |
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5,456 |
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Cost of revenue: |
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Product |
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266 |
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5,927 |
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Service |
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776 |
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601 |
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Total cost of revenue |
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1,042 |
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6,528 |
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Gross margin |
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185 |
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(1,072 |
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Operating expenses: |
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Research and development |
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2,914 |
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3,399 |
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Selling and marketing |
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1,072 |
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1,279 |
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General and administrative |
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7,151 |
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6,320 |
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Total operating expenses |
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11,137 |
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10,998 |
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Loss from operations |
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(10,952 |
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(12,070 |
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Interest income |
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1 |
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1 |
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Interest expense |
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(1,737 |
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(1,082 |
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Other income (expense), net |
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(15,273 |
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(217 |
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Loss before provision for income taxes |
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$ |
(27,961 |
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$ |
(13,368 |
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Provision for income taxes |
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— |
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— |
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Net loss |
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$ |
(27,961 |
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$ |
(13,368 |
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Net loss per share, basic and diluted |
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$ |
(0.54 |
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$ |
(0.35 |
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Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted |
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51,821,422 |
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38,211,439 |
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Condensed Consolidated Balance Sheets
(In thousands)
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March 31, 2017 |
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December 31, 2016(1) |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
49,301 |
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$ |
14,198 |
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Accounts receivable |
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3,272 |
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4,200 |
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Inventory |
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10,216 |
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8,082 |
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Deposits on purchased inventory |
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4,473 |
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2,522 |
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Deferred cost of revenue |
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6,250 |
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3,909 |
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Prepaid expenses and other current assets |
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4,698 |
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3,023 |
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Total current assets |
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78,210 |
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35,934 |
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Property and equipment, net |
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11,353 |
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11,560 |
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Restricted cash |
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1,143 |
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1,143 |
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Intangible assets, net |
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92 |
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97 |
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Other assets |
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30 |
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30 |
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TOTAL ASSETS |
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$ |
90,828 |
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$ |
48,764 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
5,561 |
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$ |
4,980 |
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Accrued liabilities |
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6,322 |
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6,334 |
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Customer deposits |
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21,400 |
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19,400 |
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Deferred revenue, current portion |
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10,291 |
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6,515 |
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Total current liabilities |
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43,574 |
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37,229 |
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Deferred revenue, net of current portion |
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3,623 |
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3,918 |
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Long-term debt |
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44,368 |
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44,290 |
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Warrant liabilities |
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21,327 |
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2,723 |
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Other long-term liabilities |
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4,973 |
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4,257 |
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TOTAL LIABILITIES |
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117,865 |
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92,417 |
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Commitments and contingencies |
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Stockholders’ deficit: |
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Preferred stock, par value $0.01 per share; 10,000,000 shares authorized at March 31, 2017 (unaudited) and December 31, 2016; no shares issued and outstanding at March 31, 2017 (unaudited) and December 31, 2016 |
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— |
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— |
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Common stock, par value of $0.01 per share; 300,000,000 shares authorized at March 31, 2017 (unaudited) and December 31, 2017; 56,086,583 and 43,581,184 shares issued and outstanding at March 31, 2017 (unaudited) and December 31, 2016 |
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551 |
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426 |
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Additional paid-in capital |
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248,050 |
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203,598 |
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Accumulated deficit |
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(275,638 |
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(247,677 |
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TOTAL STOCKHOLDERS’ DEFICIT |
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(27,037 |
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(43,653 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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$ |
90,828 |
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$ |
48,764 |
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(1) The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements as of that date.