United states

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other final terms of this offering. You should read this table together with the consolidated financial statements and related notes included elsewhere in this prospectus, as well as the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.

 

		As of March 31, 2016
		Actual				Pro Forma				Pro Forma As Adjusted
		(In thousands, except share and per share data) (Unaudited)
Cash and cash equivalents		$	35,842			$	35,842			$	125,222
Debt:
Current maturities of long-term debt		$	53,637			$	53,637			$	53,637
Long-term debt, net of debt issuance costs, discount and current maturities			77,526				77,526				69,551
Total debt			131,163				131,163				123,188
Convertible and Senior Redeemable Preferred Shares and Warrants:
Series A convertible preferred shares, $0.01 par value; liquidation preference equal to $51,342; 3,551 shares authorized; 3,551 shares issued and outstanding			51,342				—				—
Series B convertible preferred shares, $0.01 par value; liquidation preference equal to $41,600; 2,813 shares authorized; 2,287 shares issued and outstanding			41,600				—				—
Series B-1 convertible preferred shares, $0.01 par value; liquidation preference equal to $53,030; 2,972 shares authorized; 2,972 shares issued and outstanding			53,030				—				—
Series C convertible preferred shares, $0.01 par value; liquidation preference equal to $17,670; 2,944 shares authorized; 2,944 shares issued and outstanding			17,670				—				—
Senior redeemable preferred shares, $0.01 par value; liquidation preference equal to $65,415; 740 shares authorized; 740 shares issued and outstanding			28,278				—				—
Super senior redeemable preferred shares, $0.01 par value; liquidation preference equal to $22,345; 1,024 shares authorized; 280 shares issued and outstanding			8,278				—				—
Redeemable preferred share warrants, 248 warrants issued and outstanding			1,084				—				—
Total convertible and senior redeemable preferred shares and warrants:			201,282				—				—
Shareholders’ Equity (Deficit):
Common shares, $0.01 par value, 100,000,000 shares authorized and 4,238,487 shares issued and outstanding, actual; 100,000,000 shares authorized and 25,531,263 shares issued and outstanding, pro forma; 100,000,000 shares authorized and 32,781,263 shares issued and outstanding, pro forma as adjusted			—				255				328
Paid-in capital			—				201,027				303,834
Accumulated other comprehensive income			403				403				403
Accumulated deficit			(191,863	)			(191,863	)			(193,888	)
Total shareholders’ equity (deficit)			(191,460	)			9,822				110,677
Total capitalization		$	140,985			$	140,985			$	233,865

 

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(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) cash and cash equivalents, paid-in capital, total shareholders’ equity (deficit) and total capitalization by $6.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase of 1.0 million shares in the number of shares offered by us, assuming that the assumed initial public offering price remains the same, would increase cash and cash equivalents, paid-in capital, total shareholders’ equity (deficit) and total capitalization by $14.9 million. Similarly, each decrease of 1.0 million shares in the number of shares offered by us, assuming that the assumed initial public offering price remains the same, would decrease cash and cash equivalents, paid-in-capital, total shareholders’ equity (deficit) and total capitalization by $14.9 million.

If the underwriters’ option to purchase additional shares from us were exercised in full, pro forma as adjusted cash and cash equivalents, paid-in capital, total shareholders’ equity (deficit) and shares issued and outstanding as of March 31, 2016 would be $141.4 million, $320.0 million, $126.9 million and 33,868,763 shares, respectively.

The pro forma and pro forma as adjusted columns in the table above exclude the following:

 

•

3,348,628 shares of common stock issuable upon exercise of outstanding options as of March 31, 2016 at a weighted-average exercise price of $12.73 per share;

 

•

654,120 shares of common stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2016;

 

•

61,720 shares of our common stock reserved for issuance in connection with the exercise of our Common Warrants; and

 

•

3,382,936 shares of our common stock reserved for future issuance under our 2015 Plan, and which contains provisions that automatically increase its share reserve each year.

 

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of common stock outstanding. Our historical net tangible book value as of March 31, 2016 was $(194.6) million, or $(45.92) per share. Our pro forma net tangible book value as of March 31, 2016 was $6.6 million, or $0.26 per share, based on the total number of shares of our common stock outstanding as of March 31, 2016, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock as of March 31, 2016 into an aggregate of 21,110,204 shares of common stock and the conversion of our Series B warrants into an aggregate of 182,572 shares of common stock, which conversion will occur immediately prior to the completion of this offering.

After giving effect to the sale by us of 7,250,000 shares of common stock in this offering at the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2016 would have been $109.5 million, or $3.34 per share. This represents an immediate increase in pro forma net tangible book value of $3.08 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $12.66 per share to investors purchasing shares of common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution:

 

Assumed initial public offering price per share						$	16.00
Pro forma net tangible book value per share as of March 31, 2016		$	0.26
Increase in pro forma as adjusted net tangible book value per share attributable to new investors in this offering			3.08
Pro forma as adjusted net tangible book value per share immediately after this offering							3.34
Dilution in pro forma net tangible book value per share to new investors in this offering						$	12.66