UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-33301
ACCURAY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
|
20-8370041 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(IRS Employer Identification Number) |
1310 Chesapeake Terrace
Sunnyvale, California 94089
(Address of Principal Executive Offices Including Zip Code)
(408) 716-4600
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☐ |
|
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
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, $.001 par value per share |
ARAY |
The Nasdaq Stock Market LLC |
As of April 30, 2019, there were 88,024,096 shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding.
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Page No. |
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PART I. |
Financial Information |
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Item 1. |
3 |
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Unaudited Condensed Consolidated Balance Sheets as of March 31, 2019 and June 30, 2018 |
3 |
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4 |
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5 |
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7 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
26 |
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Item 3. |
37 |
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Item 4. |
38 |
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PART II. |
Other Information |
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Item 1. |
39 |
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Item 1A. |
39 |
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Item 2. |
64 |
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Item 3. |
64 |
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Item 4. |
64 |
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Item 5. |
64 |
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Item 6. |
65 |
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66 |
We own or have rights to various trademarks and tradenames used in our business in the United States or other countries, including the following: Accuray®, Accuray Logo®, CyberKnife®, Hi‑Art®, RayStation®, RoboCouch®, Synchrony®, TomoTherapy®, Xsight®, Accuray Precision®, AutoSegmentation™, CTrue™, H™ Series, iDMS®, InCise™, Iris™, M6™ Series, OIS Connect™, PlanTouch®, PreciseART®, PreciseRTX®, Treatment Planning System™, QuickPlan®, TomoDirect™, TomoEdge™, TomoH®, TomoHD®, TomoHDA™, TomoHelical™, Tomo Quality Assurance™, Radixact®, Onrad ™, StatRT™, and VoLO™. ImagingRing® is a registered trademark belonging to medPhoton GmbH. RayStation® is a registered trademark belonging to RaySearch Laboratories, AB.
2
Accuray Incorporated
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share amounts and par value)
|
|
March 31, 2019 |
|
|
June 30, 2018 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
62,509 |
|
|
$ |
83,083 |
|
Restricted cash |
|
|
2,103 |
|
|
|
9,830 |
|
Accounts receivable, net of allowance for doubtful accounts of $563 and $251 as of March 31, 2019 and June 30, 2018, respectively |
|
|
99,774 |
|
|
|
65,994 |
|
Inventories |
|
|
124,433 |
|
|
|
108,540 |
|
Prepaid expenses and other current assets |
|
|
21,452 |
|
|
|
15,569 |
|
Deferred cost of revenue |
|
|
157 |
|
|
|
1,141 |
|
Total current assets |
|
|
310,428 |
|
|
|
284,157 |
|
Property and equipment, net |
|
|
20,265 |
|
|
|
23,698 |
|
Goodwill |
|
|
57,813 |
|
|
|
57,855 |
|
Intangible assets, net |
|
|
714 |
|
|
|
821 |
|
Restricted cash |
|
|
734 |
|
|
|
620 |
|
Other assets |
|
|
16,180 |
|
|
|
11,576 |
|
Total assets |
|
$ |
406,134 |
|
|
$ |
378,727 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,392 |
|
|
$ |
19,694 |
|
Accrued compensation |
|
|
27,082 |
|
|
|
28,992 |
|
Other accrued liabilities |
|
|
26,945 |
|
|
|
22,448 |
|
Customer advances |
|
|
22,822 |
|
|
|
22,896 |
|
Deferred revenue |
|
|
78,833 |
|
|
|
75,404 |
|
Total current liabilities |
|
|
181,074 |
|
|
|
169,434 |
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
Long-term other liabilities |
|
|
8,168 |
|
|
|
8,608 |
|
Deferred revenue |
|
|
23,291 |
|
|
|
20,976 |
|
Long-term debt |
|
|
145,957 |
|
|
|
131,077 |
|
Total liabilities |
|
|
358,490 |
|
|
|
330,095 |
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; authorized: 200,000,000 shares as of March 31, 2019 and June 30, 2018, respectively; issued and outstanding: 88,020,073 and 86,129,256 shares at March 31, 2019 and June 30, 2018, respectively |
|
|
88 |
|
|
|
86 |
|
Additional paid-in-capital |
|
|
531,207 |
|
|
|
521,738 |
|
Accumulated other comprehensive income |
|
|
489 |
|
|
|
1,093 |
|
Accumulated deficit |
|
|
(484,140 |
) |
|
|
(474,285 |
) |
Total stockholders' equity |
|
|
47,644 |
|
|
|
48,632 |
|
Total liabilities and stockholders' equity |
|
$ |
406,134 |
|
|
$ |
378,727 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Accuray Incorporated
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
|
|
Three Months Ended March 31, |
|
|
Nine Months Ended March 31, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
46,451 |
|
|
$ |
43,244 |
|
|
$ |
136,019 |
|
|
$ |
129,266 |
|
Services |
|
|
56,770 |
|
|
|
56,588 |
|
|
|
165,349 |
|
|
|
161,845 |
|
Total net revenue |
|
|
103,221 |
|
|
|
99,832 |
|
|
|
301,368 |
|
|
|
291,111 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products |
|
|
27,169 |
|
|
|
25,332 |
|
|
|
80,755 |
|
|
|
74,291 |
|
Cost of services |
|
|
35,586 |
|
|
|
38,251 |
|
|
|
103,888 |
|
|
|
103,110 |
|
Total cost of revenue |
|
|
62,755 |
|
|
|
63,583 |
|
|
|
184,643 |
|
|
|
177,401 |
|
Gross profit |
|
|
40,466 |
|
|
|
36,249 |
|
|
|
116,725 |
|
|
|
113,710 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
12,913 |
|
|
|
13,906 |
|
|
|
40,442 |
|
|
|
42,663 |
|
Selling and marketing |
|
|
12,903 |
|
|
|
14,612 |
|
|
|
41,078 |
|
|
|
43,241 |
|
General and administrative |
|
|
11,769 |
|
|
|
11,552 |
|
|
|
37,880 |
|
|
|
34,696 |
|
Total operating expenses |
|
|
37,585 |
|
|
|
40,070 |
|
|
|
119,400 |
|
|
|
120,600 |
|
Income (loss) from operations |
|
|
2,881 |
|
|
|
(3,821 |
) |
|
|
(2,675 |
) |
|
|
(6,890 |
) |
Other expense, net |
|
|
(3,829 |
) |
|
|
(4,465 |
) |
|
|
(11,133 |
) |
|
|
(14,774 |
) |
Loss before provision for income taxes |
|
|
(948 |
) |
|
|
(8,286 |
) |
|
|
(13,808 |
) |
|
|
(21,664 |
) |
Provision for income taxes |
|
|
236 |
|
|
|
566 |
|
|
|
1,222 |
|
|
|
1,289 |
|
Net loss |
|
$ |
(1,184 |
) |
|
$ |
(8,852 |
) |
|
$ |
(15,030 |
) |
|
$ |
(22,953 |
) |
Net loss per share - basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.17 |
) |
|
$ |
(0.27 |
) |
Weighted average common shares used in computing net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
87,962 |
|
|
|
85,459 |
|
|
|
87,220 |
|
|
|
84,594 |
|
Net loss |
|
$ |
(1,184 |
) |
|
$ |
(8,852 |
) |
|
$ |
(15,030 |
) |
|
$ |
(22,953 |
) |
Foreign currency translation adjustment |
|
|
(270 |
) |
|
|
909 |
|
|
|
(604 |
) |
|
|
1,467 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
319 |
|
|
|
— |
|
|
|
443 |
|
Comprehensive loss |
|
$ |
(1,454 |
) |
|
$ |
(7,624 |
) |
|
$ |
(15,634 |
) |
|
$ |
(21,043 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Accuray Incorporated
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total Stockholders’ |
|
|||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Equity |
|
||||||
Balance at June 30, 2017 |
|
|
83,739,804 |
|
|
$ |
84 |
|
|
$ |
496,887 |
|
|
$ |
(52 |
) |
|
$ |
(450,386 |
) |
|
$ |
46,533 |
|
Issuance of restricted stock |
|
|
19,367 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Retirement of common stock |
|
|
(4,506 |
) |
|
|
— |
|
|
|
(19 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
2,348 |
|
|
|
— |
|
|
|
— |
|
|
|
2,348 |
|
Allocated transaction cost in debt issuance |
|
|
— |
|
|
|
— |
|
|
|
8,798 |
|
|
|
— |
|
|
|
— |
|
|
|
8,798 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,382 |
) |
|
|
(9,382 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
346 |
|
|
|
— |
|
|
|
346 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22 |
|
|
|
— |
|
|
|
22 |
|
Balance at September 30, 2017 |
|
|
83,754,665 |
|
|
|
84 |
|
|
|
508,014 |
|
|
|
316 |
|
|
|
(459,768 |
) |
|
|
48,646 |
|
Exercise of stock options, net |
|
|
105,200 |
|
|
|
— |
|
|
|
423 |
|
|
|
— |
|
|
|
— |
|
|
|
423 |
|
Issuance of restricted stock |
|
|
1,037,044 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock under employee stock purchase plan |
|
|
447,756 |
|
|
|
1 |
|
|
|
1,579 |
|
|
|
— |
|
|
|
— |
|
|
|
1,580 |
|
Retirement of common stock |
|
|
(57,030 |
) |
|
|
— |
|
|
|
(274 |
) |
|
|
— |
|
|
|
— |
|
|
|
(274 |
) |
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
3,141 |
|
|
|
— |
|
|
|
— |
|
|
|
3,141 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,719 |
) |
|
|
(4,719 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
212 |
|
|
|
— |
|
|
|
212 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
102 |
|
|
|
— |
|
|
|
102 |
|
Balance at December 31, 2017 |
|
|
85,287,635 |
|
|
|
85 |
|
|
|
512,883 |
|
|
|
630 |
|
|
|
(464,487 |
) |
|
|
49,111 |
|
Exercise of stock options, net |
|
|
3,600 |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
|
|
— |
|
|
|
14 |
|
Issuance of restricted stock |
|
|
38,738 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Retirement of Convertible Senior Notes |
|
|
253,829 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
2,989 |
|
|
|
— |
|
|
|
— |
|
|
|
2,989 |
|
Allocated transaction cost in debt issuance |
|
|
— |
|
|
|
— |
|
|
|
288 |
|
|
|
— |
|
|
|
— |
|
|
|
288 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,852 |
) |
|
|
(8,852 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
909 |
|
|
|
— |
|
|
|
909 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
319 |
|
|
|
— |
|
|
|
319 |
|
Balance at March 31, 2018 |
|
|
85,583,802 |
|
|
$ |
86 |
|
|
$ |
516,173 |
|
|
$ |
1,858 |
|
|
$ |
(473,339 |
) |
|
$ |
44,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2018 |
|
|
86,129,256 |
|
|
$ |
86 |
|
|
$ |
521,738 |
|
|
$ |
1,093 |
|
|
$ |
(474,285 |
) |
|
$ |
48,632 |
|
Exercise of stock options, net |
|
|
3,500 |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
|
|
— |
|
|
|
14 |
|
Issuance of restricted stock |
|
|
367,504 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock under employee stock purchase plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
2,947 |
|
|
|
— |
|
|
|
— |
|
|
|
2,947 |
|
Tax withholding upon vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adoption of new revenue recognition standard |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,114 |
|
|
|
5,114 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,206 |
) |
|
|
(9,206 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(395 |
) |
|
|
— |
|
|
|
(395 |
) |
Balance at September 30, 2018 |
|
|
86,500,260 |
|
|
|
86 |
|
|
|
524,699 |
|
|
|
698 |
|
|
|
(478,377 |
) |
|
|
47,106 |
|
Exercise of stock options, net |
|
|
14,550 |
|
|
|
— |
|
|
|
58 |
|
|
|
— |
|
|
|
— |
|
|
|
58 |
|
Issuance of restricted stock |
|
|
1,054,539 |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock under employee stock purchase plan |
|
|
442,051 |
|
|
|
— |
|
|
|
1,540 |
|
|
|
— |
|
|
|
— |
|
|
|
1,540 |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
1,959 |
|
|
|
— |
|
|
|
— |
|
|
|
1,959 |
|
Tax withholding upon vesting of restricted stock units |
|
|
(125,797 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
5
Adoption of new revenue recognition standard |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61 |
|
|
|
61 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,640 |
) |
|
|
(4,640 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61 |
|
|
|
— |
|
|
|
61 |
|
Balance at December 31, 2018 |
|
|
87,885,603 |
|
|
|
88 |
|
|
|
528,254 |
|
|
|
759 |
|
|
|
(482,956 |
) |
|
|
46,145 |
|
Exercise of stock options, net |
|
|
96,882 |
|
|
|
— |
|
|
|
417 |
|
|
|
— |
|
|
|
— |
|
|
|
417 |
|
Issuance of restricted stock |
|
|
37,588 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
2,536 |
|
|
|
— |
|
|
|
— |
|
|
|
2,536 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,184 |
) |
|
|
(1,184 |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(270 |
) |
|
|
— |
|
|
|
(270 |
) |
Balance at March 31, 2019 |
|
|
88,020,073 |
|
|
$ |
88 |
|
|
$ |
531,207 |
|
|
$ |
489 |
|
|
$ |
(484,140 |
) |
|
$ |
47,644 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Accuray Incorporated
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
|
|
Nine Months Ended March 31, |
|
|||||
|
|
2019 |
|
|
2018 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(15,030 |
) |
|
$ |
(22,953 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
6,088 |
|
|
|
7,387 |
|
Share-based compensation |
|
|
7,779 |
|
|
|
9,074 |
|
Amortization of debt issuance costs |
|
|
1,157 |
|
|
|
1,259 |
|
Amortization and accretion of discount and premium on investments |
|
|
— |
|
|
|
(15 |
) |
Accretion of interest on debt |
|
|
2,489 |
|
|
|
2,589 |
|
Loss on sales of investment |
|
|
— |
|
|
|
77 |
|
Provision for (recovery of) bad debt |
|
|
3,639 |
|
|
|
(74 |
) |
Provision for write-down of inventories |
|
|
2,099 |
|
|
|
1,104 |
|
Loss (gain) on disposal of property and equipment |
|
|
250 |
|
|
|
(8 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
3,452 |
|
Gain on termination of lease obligation |
|
|
(1,007 |
) |
|
|
— |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(34,971 |
) |
|
|
(8,435 |
) |
Inventories |
|
|
(17,763 |
) |
|
|
(14,656 |
) |
Prepaid expenses and other assets |
|
|
(7,382 |
) |
|
|
3,851 |
|
Deferred cost of revenue |
|
|
520 |
|
|
|
630 |
|
Accounts payable |
|
|
5,465 |
|
|
|
5,463 |
|
Accrued liabilities |
|
|
1,458 |
|
|
|
(2,000 |
) |
Customer advances |
|
|
107 |
|
|
|
5,321 |
|
Deferred revenues |
|
|
6,375 |
|
|
|
(1,621 |
) |
Net cash used in operating activities |
|
|
(38,727 |
) |
|
|
(9,555 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment, net |
|
|
(3,236 |