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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2009
Neurocrine Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22705
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33-0525145 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation)
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Identification No.) |
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12780 El Camino Real |
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San Diego, California
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92130 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (858) 617-7600
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 Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 5, 2009, Neurocrine Biosciences, Inc. (the Company) announced its financial results for the
quarter ended March 31, 2009. The full text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, and Exhibit 99.1 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 liability of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On May 5, 2009, the Company implemented staff reductions of approximately 60 employees at its
San Diego campus, as part of its restructuring program to prioritize its clinical programs. As a
result, the Company communicated to affected employees a plan of organizational restructuring (the
Restructuring Plan) through involuntary terminations. In connection with the Restructuring Plan,
the Company expects to incur expenses of approximately $3 million related to this staff reduction
primarily during the second quarter of 2009, consisting of one-time termination benefits which
include salary continuation, outplacement services and other benefit costs paid out in cash
primarily during the second quarter of 2009.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 30, 2009, the Company elected to terminate its deferred compensation plan (the Deferred
Compensation Plan) effective immediately. In connection with such termination, the account
balances of participants in the Deferred Compensation Plan will be distributed to such participants
in accordance with the provisions of the Deferred Compensation Plan.
Item 9.01 Financial Statements and Exhibits.
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Number |
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Description |
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99.1
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Press Release dated May 5, 2009 |
SIGNATURE
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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NEUROCRINE BIOSCIENCES, INC.
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By: |
/s/ Timothy P. Coughlin
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Timothy P. Coughlin |
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Vice President and Chief Financial
Officer |
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Date: May 5, 2009
EXHIBIT INDEX
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Number |
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Description |
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99.1
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Press Release dated May 5, 2009 |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact at Neurocrine Biosciences
Claudia Woodworth
(858) 617-7600
NEUROCRINE BIOSCIENCES REPORTS FIRST QUARTER 2009 RESULTS
San Diego, CA, May 5, 2009 Neurocrine Biosciences, Inc. (NASDAQ:NBIX) today announced its
financial results for the quarter ended March 31, 2009. For the first quarter of 2009, the Company
reported a net loss of $19.7 million, or $0.51 per share compared with a net loss of $21.1 million,
or $0.55 per share, for the same period in 2008.
Revenues for the first quarter of 2009 were $0.7 million compared with $1.8 million for the same
period last year. The decrease in revenues is primarily due to revenues recognized in 2008 under
our collaboration agreement with GlaxoSmithKline (GSK). During the first quarter of 2008, the
Company recognized $1.0 million in milestone revenue from GSK for clinical advancements relating to
the Companys CRF program.
Research and development expenses decreased to $10.8 million during the first quarter of 2009
compared with $14.2 million for the same period in 2008. The decrease in research and development
expenses is primarily due to expense management efforts and lower external clinical development
expenses related to the elagolix program.
General and administrative expenses were $4.2 million for the first quarter of 2009 and $8.3
million during the same period last year. The decrease in general and administrative expenses is
primarily due to severance costs incurred in the first quarter of 2008 and expense management
efforts in the first quarter of 2009.
The Company incurred $4.8 million in cease-use expense during the first quarter of 2009 due to a
change in assumptions on timing of tenant occupancy for the front building of its campus.
The Companys balance sheet on March 31, 2009 reflected total assets of $101.0 million, including
cash, cash equivalents, and investments of $86.0 million compared with balances at December 31,
2008 of $118.2 million and $101.5 million, respectively.
We continue to move our GnRH program forward with the most recent twelve month data from our 603
study showing that elagolix had no deleterious impact on bone mineral density. To date we have
successfully treated approximately 700 subjects with elagolix, and continue to build value in this
franchise through our ongoing development efforts, said Kevin Gorman, Ph.D., President and Chief
Executive Officer of Neurocrine Biosciences.
Pipeline Highlights
GnRH Antagonists in Phase II Clinical Trials for Endometriosis
Elagolix for Endometriosis
Petal Study (NBI-56418-0603)
The Company has recently completed the entire twelve months of the Petal study, which included the
post-treatment reviews to determine the impact, if any, of elagolix on bone mineral density (BMD)
six months after stopping treatment. The dual energy X-ray absorptiometry (DXA) data were
consistent with the six-month end of treatment results showing a negligible change from baseline in
the elagolix treatment arms. In particular, the elagolix 150 mg once daily mean percent change in
BMD at twelve months in the spine was 0.19% and in the femur was -0.28%. Analysis of the pain
data, collected utilizing the Visual Analog Scale (VAS) and the Composite Pelvic Sign and Symptoms
Scale (CPSSS), revealed that the subjects report a sustained improvement of endometriosis symptoms
while off medication. While there is a modest increase in scores during the six months after
discontinuation of treatment, the mean scores did not return to baseline severity. This would be
consistent with a disease modification effect but such a conclusion requires additional clinical
study for confirmation.
Lilac Petal Study (NBI-56418-0702)
The Company recently reported the top-line study results from the three-month, double-blind placebo
controlled portion of the Lilac Petal Study. These data confirmed the efficacy and safety of
elagolix at 150 mg and 250 mg once daily. All subjects have completed the six months of treatment
and final study results are expected during the summer. The Company found that for two exploratory
scales, daily assessment of non-menstrual pelvic pain was associated with a statistical floor
effect given the overall mild nature of this symptom in many subjects as assessed utilizing these
scales. Analysis of these scores for the sub-set of subjects with moderate or severe non-menstrual
pelvic pain at baseline revealed statistically significant separation of elagolix from placebo.
The Company is meeting with consultants to discuss methods for addressing this floor effect with
the Food and Drug Administration (FDA).
Tulip Petal Study (NBI-56418-0703)
The Phase IIb trial in central Eastern Europe is currently enrolling, initial screening is almost
complete and approximately two-thirds of the estimated 180 subjects have been randomized.
Neurocrine expects to have top-line data from this trial in the fourth quarter of 2009.
The Company continues to investigate the potential of certain GnRH antagonists in treating other
hormone-dependent diseases in mens and womens health.
Corticotropin Releasing Factor (CRF1) Receptor Antagonists for Anxiety/Depression and IBS
The CRF collaboration between Neurocrine and GSK has identified multiple unique high affinity and
selective antagonists for the CRF1 receptor that are currently in clinical development for mood
disorders.
GSK has advanced a novel lead CRF1 receptor antagonist compound, 561679, into a Phase II trial.
This six week randomized, double-blind, placebo-controlled trial is designed to assess the safety
and efficacy of this compound in approximately 150 subjects with Major Depressive Disorder.
Results from this study are expected in the second half of 2010.
In addition to this compound, GSK has also successfully completed a Phase I single dose-escalating
clinical trial with an additional CRF1 compound, 586529, for the treatment of anxiety and
depression.
Urocortin 2
Neurocrine continues to collaborate with our basic and clinical research colleagues on urocortin 2
(UCN2) for cardiovascular indications. The Christchurch Cardioendocrine Research Group at the
University of Otago, Christchurch School of Medicine and Health Sciences has submitted a proposal
for a study to assess UCN2 infusions for the treatment of Acute Decompensated Heart Failure (ADHF).
Previous trials in patients were with individuals with stable chronic heart failure. ADHF
patients are the target population and this study should provide important data on the safety,
tolerability and efficacy of UCN2 in this group. Initiation of this trial is expected in mid-2009
pending regulatory approval.
Vesicular Monoamine Transporter 2 Inhibitor (VMAT2)
VMAT2 is a protein concentrated in the human brain that is essential for the transmission of nerve
impulses between neurons. Neurocrine identified a highly selective VMAT2 inhibitor that is
effective in regulating the levels of dopamine release during nerve communication, while at the
same time having minimal impact on the other monoamines thereby reducing the likelihood of off
target side effects. This clinical candidate should be effective in the management of
hyperkinetic movement disorders characterized by involuntary bodily movements as seen in patients
suffering from tardive dyskinesia, and Huntingtons disease. Additionally, the modulation of
dopamine pathways may also be useful for patients suffering from schizophrenia.
The pre-clinical IND enabling studies have been completed and the Company expects to move this
compound into the clinic during the summer of 2009.
Indiplon Update
The Company continues to wait for the final FDA meeting minutes from the end-of-review meeting held
in July 2008. While not investing in additional clinical trials, the Company is working with
regulatory and clinical experts to address some of the outstanding questions raised in the December
2007 approvable letter.
Conference Call and Webcast Wednesday, May 6, 2009 at 8:30am EDT
Neurocrine will hold a live conference call and webcast tomorrow morning, Wednesday, May 6, 2009 at
8:30 a.m. Eastern Daylight Time (5:30 a.m. Pacific Daylight Time). Participants can access the
live conference call by dialing 1-800-895-0198 (US) or 785-424-1053 (International) using the
conference passcode 7NEURO. The call can also be accessed via the webcast through the Companys
website at http://www.neurocrine.com
If you are unable to attend the Webcast and would like further information on this announcement
please contact the Investor Relations Department at Neurocrine Biosciences at (858) 617-7600. A
replay of the Conference Call will be available approximately one hour after the conclusion of the
call by dialing 1-800-688-7339 (US) or 402-220-1347 (International) using the passcode 7NEURO. The
call will be archived for two weeks.
Neurocrine Biosciences, Inc. is a biopharmaceutical company focused on neurological and endocrine
diseases and disorders. Our product candidates address some of the largest pharmaceutical markets
in the world including endometriosis, anxiety, depression, pain, diabetes, benign prostatic
hyperplasia (BPH), irritable bowel syndrome (IBS) and other neurological and endocrine related
diseases and disorders. Neurocrine Biosciences, Inc. news releases are available through the
Companys website via the internet at http://www.neurocrine.com
In addition to historical facts, this press release may contain forward-looking statements that
involve a number of risks and uncertainties. Among the factors that could cause actual results to
differ materially from those indicated in the forward-looking statements are risks and
uncertainties associated with Neurocrines business and finances in general, as well as risks and
uncertainties associated with the Companys GnRH program, R & D pipeline and Company overall.
Specifically, the risks and uncertainties the Company faces with respect to the Companys GnRH
program include risk that the elagolix clinical trials will fail to demonstrate that elagolix is
safe and effective; risk that elagolix will not proceed to later stage clinical trials; risks
associated with the Companys dependence on corporate collaborators for development, commercial
manufacturing and marketing and sales activities. In addition, the Company faces risks and
uncertainties with respect to the Companys R & D pipeline including risk that the Companys
urocortin 2, CRF1 receptor antagonist, and VMAT2 clinical candidates will not proceed to later
stage clinical trials, and risk that the Companys research programs will not identify pre-clinical
candidates for further development. The Company also faces risk that the Company may be unable to
obtain FDA approval for indiplon commercialization in the near future or at all. With respect to
its pipeline overall, the Company faces risk that it will be unable to raise additional funding
required to complete development of all of its product candidates; risk relating to the Companys
dependence on contract manufacturers for clinical drug supply; risks associated with the Companys
dependence on corporate collaborators for commercial manufacturing and marketing and sales
activities; uncertainties relating to patent protection and intellectual property rights of third
parties; risks and uncertainties relating to competitive products and technological changes that
may limit demand for the Companys products; and the other risks described in the Companys report
on Form 10-K for the year ended December 31, 2008 Neurocrine undertakes no obligation to update the
statements contained in this press release after the date hereof.
# # #
NEUROCRINE BIOSCIENCES, INC.
Condensed Consolidated Statements of Operations
(in thousands, except for loss per share data)
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Three Months Ended |
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March 31, |
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2009 |
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2008 |
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(unaudited) |
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(unaudited) |
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Revenues: |
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Sponsored research and development |
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$ |
17 |
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$ |
12 |
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License fees and milestones |
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730 |
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1,730 |
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Grant revenue |
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9 |
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Total revenues |
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747 |
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1,751 |
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Operating expenses: |
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Research and development |
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10,848 |
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14,227 |
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General and administrative |
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4,195 |
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8,286 |
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Cease-use expense |
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4,828 |
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Total operating expenses |
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19,871 |
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22,513 |
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Loss from operations |
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(19,124 |
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(20,762 |
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Other income and (expenses): |
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Interest income and other income (expense) |
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(541 |
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1,606 |
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Interest expense |
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(1,921 |
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Total other expense |
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(541 |
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(315 |
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Net loss |
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$ |
(19,665 |
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$ |
(21,077 |
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Net loss per common share: |
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Basic and Diluted |
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$ |
(0.51 |
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$ |
(0.55 |
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Shares used in the calculation of net loss per common share: |
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Basic and Diluted |
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38,669 |
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38,330 |
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NEUROCRINE BIOSCIENCES, INC.
Condensed Consolidated Balance Sheets
(in thousands)
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March 31, |
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December 31, |
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2009 |
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2008 |
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(unaudited) |
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Cash, cash equivalents and marketable securities |
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$ |
66,375 |
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$ |
80,473 |
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Other current assets |
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829 |
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950 |
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Total current assets |
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67,204 |
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81,423 |
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Property and equipment, net |
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5,075 |
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6,191 |
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Long-term investments |
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19,609 |
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21,057 |
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Restricted cash |
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6,404 |
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6,409 |
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Other non-current assets |
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2,736 |
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3,102 |
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Total assets |
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$ |
101,028 |
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$ |
118,182 |
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Current liabilities |
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$ |
32,536 |
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$ |
26,094 |
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Long-term liabilities |
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49,381 |
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55,314 |
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Stockholders equity |
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19,111 |
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36,774 |
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Total liabilities and stockholders equity |
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$ |
101,028 |
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$ |
118,182 |
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