Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 14, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | ViewRay, Inc. | ||
Entity Central Index Key | 1,597,313 | ||
Document Type | 10-K | ||
Trading Symbol | VRAY | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 55,489,939 | ||
Entity Public Float | $ 68,268,877 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 14,198 | $ 20,667 |
Accounts receivable | 4,200 | 830 |
Inventory | 8,082 | 8,073 |
Deposits on purchased inventory | 2,522 | 3,936 |
Deferred cost of revenue | 3,909 | 8,782 |
Prepaid expenses and other current assets | 3,023 | 1,329 |
Total current assets | 35,934 | 43,617 |
Property and equipment, net | 11,560 | 7,306 |
Restricted cash | 1,143 | 943 |
Intangible assets, net | 97 | 200 |
Other assets | 30 | 91 |
TOTAL ASSETS | 48,764 | 52,157 |
Current liabilities: | ||
Accounts payable | 4,980 | 4,358 |
Accrued liabilities | 6,334 | 5,413 |
Customer deposits | 19,400 | 12,763 |
Deferred revenue, current portion | 6,515 | 5,616 |
Total current liabilities | 37,229 | 28,150 |
Long-term debt | 44,290 | 29,016 |
Warrant liability | 2,723 | |
Deferred revenue, net of current portion | 3,918 | 345 |
Other long-term liabilities | 4,257 | 1,603 |
TOTAL LIABILITIES | 92,417 | 59,114 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Convertible preferred stock, par value $0.01 per share; 10,000,000 shares authorized at December 31, 2016 and 2015; no shares issued and outstanding at December 31, 2016 and 2015 | ||
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at December 31, 2016 and 2015; 43,581,184 and 38,204,960 shares issued and outstanding at December 31, 2016 and 2015 | 426 | 372 |
Additional paid-in capital | 203,598 | 189,712 |
Accumulated deficit | (247,677) | (197,041) |
TOTAL STOCKHOLDERS’ DEFICIT | (43,653) | (6,957) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 48,764 | $ 52,157 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 43,581,184 | 38,204,960 |
Common stock, shares outstanding | 43,581,184 | 38,204,960 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Product | $ 20,555 | $ 9,620 | $ 5,988 |
Service | 1,504 | 530 | 411 |
Distribution rights | 178 | ||
Grant | 240 | ||
Total revenue | 22,237 | 10,390 | 6,399 |
Cost of revenue: | |||
Product | 23,897 | 12,673 | 8,176 |
Service | 1,969 | 1,871 | 975 |
Total cost of revenue | 25,866 | 14,544 | 9,151 |
Gross margin | (3,629) | (4,154) | (2,752) |
Operating expenses: | |||
Research and development | 11,442 | 10,449 | 9,404 |
Selling and marketing | 5,601 | 5,139 | 4,681 |
General and administrative | 23,503 | 21,685 | 14,742 |
Total operating expenses | 40,546 | 37,273 | 28,827 |
Loss from operations | (44,175) | (41,427) | (31,579) |
Interest income | 2 | 2 | 1 |
Interest expense | (5,951) | (3,452) | (2,243) |
Other (expense) income, net | (512) | (117) | 21 |
Loss before provision for income taxes | (50,636) | (44,994) | (33,800) |
Provision for income taxes | 1 | ||
Net loss | (50,636) | (44,995) | (33,800) |
Deemed capital contribution on repurchase of Series A preferred stock | 9 | ||
Net loss attributable to common stockholders | $ (50,636) | $ (44,995) | $ (33,791) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.26) | $ (2.58) | $ (37.87) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 40,068,307 | 17,432,434 | 892,315 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Series C Convertible Preferred Stock2014 Convertible Promissory Notes | Private Placement | Convertible Preferred Stock | Convertible Preferred StockSeries C Convertible Preferred Stock | Convertible Preferred StockSeries C Convertible Preferred Stock2014 Convertible Promissory Notes | Common Stock | Common StockPrivate Placement | Common StockHolders of Mirax | Additional Paid-in Capital | Additional Paid-in CapitalPrivate Placement | Accumulated Deficit |
Temporary equity balance at Dec. 31, 2013 | $ 130,037 | |||||||||||
Temporary equity balance , shares at Dec. 31, 2013 | 25,036,330 | |||||||||||
Balance at Dec. 31, 2013 | $ (117,150) | $ 9 | $ 1,096 | $ (118,255) | ||||||||
Balance, shares at Dec. 31, 2013 | 878,717 | |||||||||||
Issuance of common stock from option exercises | $ 21 | 21 | ||||||||||
Issuance of common stock from option exercises, shares | 28,320 | 28,320 | ||||||||||
Repurchase of Series A convertible preferred stock and deemed capital contribution | $ 9 | $ (25) | 9 | |||||||||
Repurchase of Series A convertible preferred stock and deemed capital contribution, shares | (1,353) | |||||||||||
Issuance of convertible preferred stock | $ 4,969 | |||||||||||
Issuance of convertible preferred stock, shares | 880,546 | |||||||||||
Conversion of convertible securities, value | $ 10,129 | |||||||||||
Conversion of convertible securities, shares | 1,739,405 | 1,739,405 | ||||||||||
Stock-based compensation | 297 | 297 | ||||||||||
Net loss | (33,800) | (33,800) | ||||||||||
Temporary equity balance at Dec. 31, 2014 | $ 145,110 | |||||||||||
Temporary equity balance , shares at Dec. 31, 2014 | 27,654,928 | |||||||||||
Balance at Dec. 31, 2014 | $ 145,110 | $ 9 | 1,414 | (152,046) | ||||||||
Balance, shares at Dec. 31, 2014 | 907,037 | |||||||||||
Issuance of common stock from option exercises | $ 24 | 24 | ||||||||||
Issuance of common stock from option exercises, shares | 31,427 | 31,427 | ||||||||||
Issuance of convertible preferred stock | $ 15,729 | |||||||||||
Issuance of convertible preferred stock, shares | 2,727,059 | |||||||||||
Conversion of convertible securities, value | $ 160,839 | $ (160,839) | $ 304 | 160,535 | ||||||||
Conversion of convertible securities, shares | (30,381,987) | 30,381,987 | ||||||||||
Stock-based compensation | 1,066 | 1,066 | ||||||||||
Issuance of common stock value private placement | $ 26,323 | $ 59 | $ 26,264 | |||||||||
Issuance stock | 5,884,504 | 1,000,005 | ||||||||||
Conversion of convertible preferred stock warrants into common stock warrants in connection with the Merger | 93 | 93 | ||||||||||
Issuance of common stock warrants to placement agent as payment for services | 316 | 316 | ||||||||||
Net loss | (44,995) | (44,995) | ||||||||||
Balance at Dec. 31, 2015 | (6,957) | $ 372 | 189,712 | (197,041) | ||||||||
Balance, shares at Dec. 31, 2015 | 38,204,960 | |||||||||||
Issuance of common stock from option exercises | $ 539 | $ 8 | 531 | |||||||||
Issuance of common stock from option exercises, shares | 773,718 | 773,718 | ||||||||||
Stock-based compensation | $ 2,907 | 2,907 | ||||||||||
Issuance of common stock value private placement | $ 10,494 | $ 46 | $ 10,448 | |||||||||
Issuance stock | 4,602,506 | |||||||||||
Conversion of convertible preferred stock warrants into common stock warrants in connection with the Merger | 93 | |||||||||||
Net loss | (50,636) | (50,636) | ||||||||||
Balance at Dec. 31, 2016 | $ (43,653) | $ 426 | $ 203,598 | $ (247,677) | ||||||||
Balance, shares at Dec. 31, 2016 | 43,581,184 |
Consolidated Statements of Con6
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Private Placement | |||
Offering cost | $ 529 | $ 3,125 | $ 0 |
Series C Convertible Preferred Stock | |||
Issuance cost | 0 | 221 | 181 |
2014 Convertible Promissory Notes | Series C Convertible Preferred Stock | |||
Accrued interest | 0 | 0 | 173 |
Unamortized debt discount | $ 0 | $ 0 | $ 44 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (50,636) | $ (44,995) | $ (33,800) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,708 | 1,256 | 1,020 |
Stock-based compensation | 2,907 | 1,066 | 318 |
Change in fair value of warrant liability | (3) | (45) | (20) |
Inventory lower of cost and market adjustment | 1,939 | 2,578 | 598 |
Write-off of deferred offering cost | 2,920 | ||
Amortization of debt discount and interest accrual | 2,629 | 1,129 | 446 |
Loss on disposal of property and equipment | 358 | 12 | 8 |
Accretion on asset retirement obligation | 36 | 8 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,370) | 74 | (650) |
Inventory | (2,065) | (2,413) | (3,279) |
Deposits on purchased inventory | 1,414 | (1,138) | (479) |
Deferred cost of revenue | 4,873 | (4,070) | (4,712) |
Prepaid expenses and other current assets | (1,694) | (703) | 13 |
Other assets | 61 | (30) | 28 |
Accounts payable | 381 | (2,053) | 4,033 |
Notes payable | (240) | ||
Accrued expenses and other long-term liabilities | 2,197 | 1,532 | (1,048) |
Customer deposits and deferred revenue | 11,109 | 5,263 | 10,055 |
Net cash used in operating activities | (28,156) | (39,849) | (27,469) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (7,031) | (4,151) | (2,003) |
Purchase of intangible and other assets | (12) | (104) | |
Change in restricted cash balance | (200) | 110 | (600) |
Net cash used in investing activities | (7,243) | (4,145) | (2,603) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of convertible notes, net | 9,941 | ||
Repurchase of Series A convertible preferred stock | (37) | ||
Proceeds from issuance of convertible preferred stock, net | 15,729 | 4,969 | |
Proceeds from draw down of long-term debt | 15,000 | 30,000 | |
Payment of debt issuance cost | (18) | (1,132) | |
Payments of long-term debt | (15,000) | ||
Proceeds from common stock private placement, gross | 13,750 | 29,447 | |
Payment of offering costs related to common stock private placement | (341) | (2,808) | |
Payments of costs related to the initial public offering | (2,728) | (222) | |
Proceeds from the exercise of stock options | 539 | 24 | 21 |
Net cash provided by financing activities | 28,930 | 53,532 | 14,672 |
NET (DECREASE) INCREASE IN CASH | (6,469) | 9,538 | (15,400) |
CASH — Beginning of period | 20,667 | 11,129 | 26,529 |
CASH — End of period | 14,198 | 20,667 | 11,129 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 3,310 | 2,332 | 1,504 |
Cash paid for taxes | 1 | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Transfer of property and equipment from inventory | 117 | ||
Offering costs related to private placements and initial public offering included in accounts payable and accrued expenses | 189 | 1,197 | |
Conversion of convertible preferred stock warrants into common stock warrants in connection with the Merger | 160,839 | ||
Conversion of convertible notes into new Series C convertible preferred stock | 10,129 | ||
Purchase of fixed assets in accounts payable and accrued expenses | $ 193 | 1,136 | $ 62 |
Fair value of common stock warrants issued to placement agents as payment for service | 316 | ||
Asset retirement obligation | 258 | ||
Conversion of convertible preferred stock warrants into common stock warrants | $ 93 |
Background and Organization
Background and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Background and Organization | 1. Background and Organization On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company, or the Merger. Refer to Note 3 for further information on the Merger. ViewRay, Inc. and its wholly-owned subsidiary ViewRay Technologies, Inc., designs, manufactures and markets the MRIdian system, the first and only MRI-guided radiation therapy system to image and treat cancer patients simultaneously. Since inception, ViewRay Technologies, Inc. has devoted substantially all of its efforts towards research and development, initial selling and marketing activities, raising capital and preparing for the manufacturing and shipment of MRIdian systems. In May 2012, ViewRay Technologies, Inc. was granted clearance from the U.S. Food and Drug Administration, or FDA, to sell MRIdian. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian at a customer site, and the first patient was treated with that system in January 2014. ViewRay Technologies, Inc. has had the right to affix the CE mark to MRIdian with cobalt in the European Union, or EU, since November 2014. In August 2016, the Company submitted an application for the MRIdian Linac 510(k) marketing clearance to the FDA and in September 2016, it received CE mark approval in the EU. In February 2017, we received 510(k) clearance from the FDA to market the MRIdian Linac system. The Company’s consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for a reasonable period of time. The Company’s principal sources of liquidity are cash flows from investment capital and available borrowings under its Term Loan agreement. These have historically been sufficient to meet working capital needs, capital expenditures, and debt service obligations. During the year ended December 31, 2016, the Company incurred a net loss from operations of $50.6 million and used cash from operations of $28.2 million. The Company believes that its existing cash balance of $14.2 million as of December 31, 2016, and the aggregate $48.0 million of proceeds from the January 2017 Private Placement and equity issuances during the first quarter of 2017 (see Note 20), are sufficient to provide liquidity to fund its operations for at least the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements reflect the application of certain significant accounting policies, as described below and elsewhere in the accompanying notes to the consolidated financial statements. Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. The consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and warrant liability, and valuation allowances against deferred tax assets. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company deposits its cash primarily in checking and money market accounts. Restricted Cash At December 31, 2016, and 2015, the Company had an aggregate of $0.9 million and $0.9 million of outstanding letters of credit related to its operating leases and its contractual obligations with distributors and customers. The letters of credit are collateralized by a restricted cash deposit account, which is presented as part of noncurrent assets on the balance sheets because the Company is not certain when the restriction will be lifted on the collateralized letters of credit. At December 31, 2016, and 2015, no amounts were drawn on the letters of credit. The restricted cash balance as of December 31, 2016 also includes $0.2 million collateral for a new credit card account. Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in checking and money market accounts with various financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires deposits from its customers. The Company’s accounts receivable was derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable and revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2016 2015 2014 2016 2015 Customer A 47% * * 49% * Customer B 25% * * * * Customer C 23% * * 41% * Customer D * 48% * * * Customer E * 43% * * 94% Customer F * * 52% * * Customer G * * 40% * * The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of MRIdian, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. Furthermore, new products to be developed by the Company require approval from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. The Company relies on a concentrated number of suppliers to manufacture essentially all of the components used in MRIdian. The Company’s suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, equipment malfunction and environmental factors, any of which could delay or impede our ability to meet demand. Accounts Receivables and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. The allowance for doubtful accounts, if any, is based on the assessment of the collectability of customer accounts. Based on the specific customers and the current economic conditions, there was no allowance for doubtful accounts recorded at December 31, 2016 and 2015. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, warrant liability and long-term debt. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The warrant liability is carried at fair value. The carrying amount of the Company’s long-term debt approximates fair value as the stated interest rate approximates market rates currently available to the Company. Inventory and Deposits on Purchased Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during the normal operating cycle of the Company for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, inventory items were recorded on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time when ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015. Therefore, no retrospective adjustment for the Company’s annual consolidated financial statements are required. The Company reduces the carrying value of its inventory for the difference between cost and net realizable value and records a charge to cost of product revenues for the amount required to reduce the carrying value of inventory to net realizable value. The Company recorded an inventory lower of cost and market adjustment of $1.9 million, $2.6 million and $598 thousand during the years ended December 31, 2016, 2015 and 2014, respectively. The Company records inventory items which have been paid for but not yet received and title has not yet transferred to the Company as deposits on purchased inventory. Deposits on purchased inventory are included within current assets as the related inventory items are expected to be received and used in MRIdian systems within the Company’s normal operating cycle. The Company assesses the recoverability of deposits on purchased inventory based on credit assessments of the vendors and their history supplying these assets. At December 31, 2016, the Company did not have any instances whereby deposits for purchased inventory were written off or the purchased inventory was not delivered. Shipping and Handling Costs Shipping and handling costs for product shipments to customers are included in cost of product revenue. Shipping and handling costs incurred for inventory purchases are capitalized in inventory and expensed in cost of product revenue. These costs are not passed on to customers. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives, ranging from two to 15 years of the related assets using the straight-line method. Acquired software is recorded at cost. Amortization of acquired software generally occurs over three years using the straight-line method. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life or term of the lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recorded to general and administrative expense in the accompanying statements of operations. Routine expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 years Machinery and equipment 5 – 15 years Furniture and fixture 5 – 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Asset Retirement Obligation In connection with certain lease agreements entered into in October 2015, the Company has a legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its original condition. The Company records the fair value of the liability for a legal obligation to retire an asset in the period in which the obligation is incurred if a reasonable estimate of fair value can be made. The Company measures the fair value of the asset retirement obligation based upon the present value of the expected future payments, and recognized asset retirement obligation of $250,000 at inception. The liability is accreted to its present value each period and the capitalized cost is depreciated over the remaining lease term. Accretion expense is calculated by applying the effective interest rate to the carrying amount of the liability at the beginning of each period. The effective interest rate is the credit-adjusted risk-free rate applied when the liability was initially measured and recognized. At December 31, 2016, the Company had outstanding asset retirement obligations of $294,000, which was included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2016 and 2015 the Company recognized accretion expenses of $36,000 and $8,000 in the accompanying statement of operations. Intangible Assets Intangible assets consist primarily of patents and license acquisition costs associated with certain technology components incorporated into the Company’s MRIdian systems. The Company capitalizes the cost and amortizes it on a straight-line basis over the estimated useful lives, which is generally three years for license cost and five to seven years for patents. Impairment of Long-Lived Assets The Company reviews the recoverability of long-lived assets, including equipment, leasehold improvements, software and intangible assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest charge) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There was no impairment loss recognized during the years ended December 31, 2016, 2015 and 2014. Deferred Offering Costs ViewRay Technologies, Inc. capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through a public sale of its common stock in its planned IPO. These costs were recorded in deferred offering costs in the accompanying balance sheets Comprehensive Loss Comprehensive loss is the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investment owners and distribution to owners. For the periods presented, comprehensive loss did not differ from net loss. Revenue Recognition The Company derives revenue primarily from the sale of the systems and related services, which are sales of MRIdian, as well as support and maintenance services on sold systems. In all sales arrangements, the Company recognizes revenues when there is persuasive evidence of an arrangement, the fee is fixed or determinable, collection of the fee is reasonably assured and delivery has occurred. For sales of MRIdian systems that the Company is required to install at the customer site, product revenue is recognized upon receipt of customer acceptance. For sales of MRIdian systems that the Company is not responsible for installation, product revenue is recognized when the entire system is delivered and title and risk of loss are transferred to the customer. For sales of the related support and maintenance services, the Company recognizes service revenue on a straight-line basis over the service contract term, which is typically 12 months. Multiple Elements Based on the nature of the Company’s business, it frequently enters into sales arrangements with customers that contain multiple elements or deliverables. In situations where a deliverable in a multi-element arrangement has value to the customer on a stand-alone basis, the Company is required to allocate the fair value of the various elements based on the selling price of each element. The principal deliverables consist of (i) sale of MRIdian systems, which generally includes installation, site preparation and software, and (ii) product support, which includes extended service and maintenance. The Company determines selling prices of each element using vendor specific objective evidence, or VSOE, if it exists, or third party evidence, or TPE. If neither VSOE nor TPE exists for a deliverable, the Company uses best estimated selling price, or BESP. The Company allocates revenue to its multiple elements generally using the relative fair values as determined by BESP. The Company regularly reviews VSOE, TPE and BESP for all of its MRIdian systems and services. Product Revenue Product revenue is derived primarily from the sales of MRIdian. The system contains both software and non-software components that together deliver essential functionality. However, because MRIdian includes hardware products as well as software components that function together with the hardware components to deliver MRIdian’s essential functionality, the revenue from the sale of MRIdian systems does not fall within the scope of the software revenue recognition rules. The Company’s customer contracts generally call for on-site assembly of the system components and system integration. Once the system installation is completed, the Company performs a detailed demonstration with the customer showing that MRIdian meets the standard product specifications. After successful demonstration, the customer signs a document indicating customer acceptance. For sales of MRIdian systems that the Company is required to install at the customer site, revenue recognition occurs when the customer acknowledges that the system operates in accordance with standard product specifications, the customer accepts the installed unit and title and risk of loss are transferred to the customer. Certain customer contracts with distributors do not require installation at the customer site, and the distributors typically engage qualifying third-party certified technician to perform the installation. For sales of MRIdian systems that the Company is not responsible for installation, revenue recognition occurs when the entire system is delivered and title and risk of loss are transferred to the customer. All contracts include customer deposits upon signing of the agreement with final payment generally due upon customer acceptance. Service Revenue Service revenue is derived primarily from maintenance services. Service revenue is recognized ratably over the service period. Distribution Rights Revenue The Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million which was recorded as deferred revenue and starting in August 2016 was recognized as distribution rights revenue on a straight-line basis over the remaining term of the distribution agreement of approximately 8.5 years . Grant Revenue The Company receives payments for the achievement of certain milestones under government grants over a contractually defined period. These payments are nonrefundable. Government grants generally provide the Company with fixed payments and a contractually defined period. Grant revenues are recognized as milestones under the grant program are achieved and is earned through reimbursements for the qualifying expenses incurred by the Company. The Company retains ownership and exclusive rights to all inventions made under these arrangements. Upon the completion of the Company’s government grants, no further obligations exist under these arrangements. The Company retains the rights to commercialize the technology it developed under government grants without any royalty obligations. The Company entered into a loan agreement with the county redevelopment fund in the State of Ohio to fund the renovation of its Ohio headquarters. Under the terms of the loan agreement, the lender may forgive a portion of the loan if the Company meets certain permanent job creation requirement within the State of Ohio. Grant revenues are recognized when the Company meets the employment requirement and receives the loan forgiveness notice from the lender. Customer Deposits Customer deposits represent payments received in advance of system installation. For domestic sales, advance payments received prior to customer acceptance are recorded as customer deposits. For international sales, advance payments are initially recorded as customer deposits and are subsequently reclassified to deferred revenue upon inventory shipment when the title and risk of loss of inventory items transferred to customers. All customer deposits, including those that are expected to be a deposit for more than one year, are classified as current liabilities based on consideration of the Company’s normal operating cycle (the time between acquisition of the inventory components and the final cash collection from customers on these inventory components) which is in excess of one year. Deferred Revenue and Deferred Cost of Revenue Deferred revenue consists of deferred product revenue and deferred service revenue. Deferred product revenue arises from timing differences between the fulfillment of other contract deliverables and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred service revenue results from the advance billing for services to be delivered over a period of time. Deferred revenues expected to be realized within one year are classified as current liabilities. Deferred cost of revenue consists of cost for inventory items that have been shipped with title and risk of loss transferred to customer but the customer acceptance has not been received. Deferred cost of revenue is included as part of current assets as the corresponding deferred product revenue are expected to be realized within one year. The inventories recorded in deferred cost of revenue are also included in the inventory lower of cost or market analysis. At December 31, 2016 and 2015, no reserve was required for deferred cost of revenue. Research and Development Costs Expenditures, including payroll, contractor expenses and supplies, for research and development of products and manufacturing processes are expensed as incurred. Software development costs incurred subsequent to establishing technological feasibility are capitalized through the general release of MRIdian systems that contain the embedded software elements. Technological feasibility is demonstrated by the completion of a working model. The Company has not capitalized any software development costs at December 31, 2016 or 2015, since the costs incurred subsequent to achieving technological feasibility and completing the research and development for the software components were immaterial. Stock-Based Compensation The Company uses the Black-Scholes option-pricing model as the method for estimating the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions that determine the fair value of share-based awards, including the options’ expected term and the price volatility of the underlying stock. The fair value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the awards’ requisite service periods in the statements of operations. The Company attributes the value of share-based compensation to expense using the straight-line method. Medical Device Excise Tax Medical Device Excise Tax, or MDET, Section 4191 of the Internal Revenue Code enacted by the Health Care and Education Reconciliation Act of 2010, in conjunction with the Patient Protection and Affordable Care Act, established a 2.3% excise tax on medical devices sold domestically which, due to subsequent legislative amendments, has been suspended from January 1, 2016 to December 31, 2017, however, it could be reinstated The Company included the cost of MDET in cost of product revenue during the years ended December 31, 2015 and 2014, net of amounts directly billed to the customer for this tax, if any. Deferred Commissions Deferred commissions are the direct and incremental costs directly associated with the MRIdian system contracts with customers, which primarily consist of sales commissions to our direct sales force. The commissions are deferred and expensed in proportion to the revenue recognized upon the acceptance of the MRIdian system. At December 31, 2016 and 2015, the Company had $2.6 million and $799 thousand deferred commissions recorded as part of prepaid expenses and other current assets on the accompanying consolidated balance sheets. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than not that the deferred tax assets will not be realized. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its net deferred tax assets. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more likely than not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision; however, the Company currently has no penalties or interest related to income taxes. The earliest year that the Company is subject to examination is the year ended December 31, 2004. Warrant Liability Convertible Preferred Stock Warrant Liability The Company’s warrant to purchase convertible preferred stock is classified as a liability on the consolidated balance sheets at fair value upon issuance because the warrant is exercisable for contingently redeemable preferred stock which is classified outside of stockholders’ deficit. The warrant is subject to re-measurement to fair value at each balance sheet date, and any change in fair value is recognized in the consolidated statements of operations as other (expense) income, net. In July 2015, upon the Merger of the Company and ViewRay Technologies, Inc., and the Private Placement, the convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock, and the fair value of the preferred stock warrant liability was reclassified to additional paid-in capital. Common Stock Warrant Liability Certain warrants to purchase common stock provide for cash settlement in the event of change in control, and are classified as liabilities on the balance sheets at fair value upon issuance (see Note 13). These warrants are subject to re-measurement to fair value at each balance sheet date, and any change in fair value are recognized in the consolidated statements of operations as other (expense) income, net. Upon exercise or expiration of the warrants, the related warrant liability will be reclassified to additional paid-in capital. Net Loss per Share The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Contingently issuable shares are included in the computation of basic net loss per share as of the date that all necessary conditions have been satisfied and issuance of the shares is no longer contingent. The net loss attributable to common stockholders was not allocated to the convertible preferred stock under the two-class method as the convertible preferred stock do not have a contractual obligation to share in the net loss attributable to common stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, convertible preferred stock, stock options, and warrants to purchase convertible preferred stock and common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Recent Accounting Pronouncements In May 2014, the FASB, issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In December 2016, the Company initiated its evaluation of ASU 2014-09, including the expected impact on its business processes, systems and controls, and potential differences in the timing and/or method of revenue recognition for its sales contracts. Based on the initial assessment, the Company does not believe the adoption of ASU 2014-09 will have a material impact on the amount or timing of its revenue recognition. Due to the nature of the Company’s sales arrangements, product revenue, service revenue and distribution rights revenue are expected to remain substantially unchanged. The Company expects to select a transition method during the first half of 2017, and will continue its evaluation of ASU 2014-09 through the date of adoption. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, Statement of Cash Flows (Topic 230): Restricted Cash, Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in the consolidated balance sheets. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as non-current in the consolidated balance sheets. ASU No. 2015-17 is effective for annual periods beginning after December 15, 2016 and interim periods therein. Early application is permitted. The Company elected to early adopt this guidance starting April 1, 2016 on a prospective basis. As a result of adopting this standard, deferred tax liabilities and assets, if any, are presented within the financial statements as noncurrent. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), , and for annual and interim periods thereafter. The Company adopted ASU 2014-15 in the year ended December 31, 2016, and The Company plans that it will have sufficient cash to continue as a going concern (See Note 1). |
Merger
Merger | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Merger | 3. Merger On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company, or the Merger. Effective as of July 23, 2015, the Company amended and restated its Certificate of Incorporation to increase its authorized common stock to 300,000,000 shares and 10,000,000 shares of “blank check” preferred stock, par value of $0.01 per share. Upon the closing of the Merger, under the terms of the Split-Off Agreement, dated July 23, 2015 among the Company, ViewRay Technologies, Inc. and Vesuvius Acquisition Sub, Inc., the acquisition subsidiary of the Company, or the Split-Off Agreement, and a general release agreement dated July 23, 2015, or the General Release Agreement, the Company transferred all of its pre-Merger operating assets and liabilities to wholly- owned special-purpose subsidiary incorporated in Nevada, Vesuvius Acquisition Sub, Inc. or the Split-Off Subsidiary. Thereafter, the Company transferred all of the outstanding shares of capital stock of the Split-Off Subsidiary to certain pre-Merger insiders of the Company in exchange for the surrender and cancellation of shares of the Company’s common stock held by such persons. Together with the Merger, on July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock, collectively referred to as Capital Stock, and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split. At the closing of the Merger, the Company conducted a private placement offering, or the Private Placement, of its securities for $26.3 million, net of offering cost, through the sale of 5,884,504 shares of the common stock of the surviving corporation, at an offering price of $5.00 per share. Investors in ViewRay Technologies, Inc. purchased $17.0 million of shares in the Private Placement. Certain shareholders of the Company retained, after giving effect to the Split-Off, 1,000,005 shares of the common stock of the surviving corporation upon the Private Placement. The former stockholders of ViewRay Technologies Inc. collectively own approximately 90.9% of the outstanding shares of the Company’s common stock. Immediately following the closing of the Merger, the Company’s outstanding shares of common stock (on a fully diluted basis) were owned as follows: • Former holders of the ViewRay Technologies, Inc.’s capital stock hold an aggregate of 34,715,582 shares of the Company’s common stock, or approximately 72.7% on a fully diluted basis; • The Private Placement, resulted in an aggregate of 5,884,504 shares of the Company’s common stock, consisting of 3,400,003 shares held by ViewRay Technologies, Inc. shareholders and 2,484,501 shares issued to new shareholders, or together approximately 12.3% on a fully diluted basis; • 128,231 shares of ViewRay Technologies, Inc.’s preferred stock warrant were converted to the Company’s common stock warrant, or approximately 0.3% on a fully diluted basis; • 198,760 shares of common stock issued as warrants to placement agents as payment for services provided, or approximately 0.4% on a fully diluted basis; • Holders of the Company’s common stock prior to the closing of the Merger hold an aggregate of 1,000,005 shares of the Company’s common stock, or approximately 2.1% on a fully diluted basis; and • 9,225,397 shares of common stock are reserved for issuance under the 2008 Stock Incentive Plan, or the 2008 Plan, and the 2015 Equity Incentive Plan of ViewRay, or the 2015 Plan, collectively representing approximately 19.3% on a fully diluted basis. Upon closing, 1,507,147 options to purchase shares of the Company’s common stock are granted to employees under the 2015 Plan. In addition, the Board of Directors of the Company has adopted a 285,621-share reserve under the 2015 ESPP. The Merger was accounted for as a reverse-merger and recapitalization. ViewRay Technologies, Inc. was the acquirer for financial reporting purposes, and ViewRay, Inc. was the acquired company under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combination. Consequently, the assets, liabilities and operations that will be reflected in the historical consolidated financial statements prior to the Merger will be those of ViewRay Technologies, Inc. and will be recorded at the historical cost basis, and the consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of ViewRay Technologies, Inc. up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Prototype $ 6,405 $ 6,492 Machine and equipment 5,807 7,128 Leasehold improvements 4,621 1,532 Furniture and fixtures 368 350 Software 1,028 832 Construction in progress 5,498 1,851 Property and equipment, gross 23,727 18,185 Less: accumulated depreciation and amortization (12,167 ) (10,879 ) Property and equipment, net $ 11,560 $ 7,306 Depreciation and amortization expense related to property and equipment was $1.6 million, $1.1 million and $853 thousand during the years ended December 31, 2016, 2015 and 2014, respectively. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2016 2015 License cost $ 512 $ 500 Patents 104 104 Intangible assets, gross 616 604 Accumulated amortization (519 ) (404 ) Intangible assets, net $ 97 $ 200 Intangible amortization expense was $115 thousand, $168 thousand and $167 thousand during the years ended December 31, 2016, 2015 and 2014, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations. At December 31, 2016, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ended December 31, Estimated Amortization Expense 2017 $ 19 2018 19 2019 19 2020 19 2021 10 Thereafter 11 Total amortization expense $ 97 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued payroll and related benefits $ 4,274 $ 1,938 Accrued accounts payable 1,202 1,880 Sales tax and medical device excise tax payable 13 219 Accrued legal and accounting 509 857 Accrued interest — — Other 336 519 Total accrued liabilities $ 6,334 $ 5,413 Deferred Revenue Deferred revenue consisted of the following (in thousands): December 31, 2016 2015 Deferred revenue: Product $ 5,050 $ 5,050 Services 1,561 911 Distribution rights 3,822 — Total deferred revenue 10,433 5,961 Less: current portion of deferred revenue (6,515 ) (5,616 ) Noncurrent portion of deferred revenue $ 3,918 $ 345 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments that are carried at fair value mainly consist of Level 1 assets and Level 3 liabilities. Level 1 assets include highly liquid bank deposits and money market funds, which were not material at December 31, 2016 or 2015. Level 3 liabilities that are measured on a recurring basis include convertible preferred stock warrant liabilities and common stock warrant liability. The convertible preferred stock warrant liability was valued using the Black-Scholes option-pricing model. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value of the warrant (see Note 13). The convertible preferred stock warrants were issued in December 2013 and were outstanding at December 31, 2014. In July 2015, upon the Merger of the Company and ViewRay Technologies, Inc., and the Private Placement, the convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock. The aggregate fair value of these warrants upon the closing of the Merger is $93 thousand which was reclassified from liabilities to additional paid-in-capital, and the Company no longer recorded change in fair value adjustments in relation to convertible preferred stock warrants. The 2016 Placement Warrants were issued in August and September 2016 and were outstanding at December 2016. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At December 31, 2016 Level 1 Level 2 Level 3 Total 2016 Placement Warrants Liability $ — $ — $ 2,723 $ 2,723 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2016 2015 2014 Fair value, beginning of period $ — $ 138 $ 158 Issuance of 2016 Placement Warrants 2,726 — — Change in fair value of Level 3 financial liabilities (3 ) (45 ) (20 ) Conversion of convertible preferred stock warrants to common stock warrants — (93 ) — Fair value, end of period $ 2,723 $ — $ 138 The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other (expense) income, net in the consolidated statements of operations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instruments [Abstract] | |
Debt | 6. Debt Hercules Term Loan In December 2013, ViewRay Technologies, Inc. entered into a Loan and Security Agreement, or the Hercules Term Loan, with Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P., or together, Hercules, for $15.0 million that was outstanding at December 31, 2014. Borrowings under the Hercules Term Loan bear cash interest at the greater of the annual prime rate plus 7.0% or 10.25%, which was 10.25% at December 31, 2014. In addition, borrowings under the Hercules Term Loan bear deferred payment in-kind interest at 1.5% per annum. Interest only payments began in January 2014, with monthly principal and interest payments beginning on January 1, 2015 and the entire balance of the Hercules Term Loan are to be paid in full by the June 1, 2017 maturity date. The Hercules Term Loan is subject to a prepayment penalty of 5% on the outstanding balance during the first 12 months following the funding of the loan and 1% on the outstanding balance thereafter until maturity. The Hercules Term Loan was issued at a discount of $466 thousand, which was amortized to interest expense during the life of the loan using the effective interest method. The discount included the fair value of a convertible preferred stock warrant that was issued with the Hercules Term Loan, as discussed in the following paragraph, and the related transaction costs. The Hercules Term Loan is collateralized by essentially all the assets of ViewRay Technologies, Inc. and limits its ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. In connection with the issuance of the Hercules Term Loan, ViewRay Technologies, Inc. entered into a Warrant Agreement with Hercules to issue a fully vested and exercisable warrant to purchase 128,231 shares of Series C convertible preferred stock with an exercise price of $5.84 per share. The warrant is exercisable any time before the later of 10 years from issuance or five years after an IPO. The warrant provides for anti-dilution rights on the Series C convertible preferred stock, which includes one-time down-round protection. The fair value of the warrant upon issuance of $158 thousand was recorded as convertible preferred stock warrant liability and a discount to the carrying value of the Hercules Term Loan. The fair value of the warrant at the time of issuance was estimated using the Black-Scholes option-pricing model with the assumptions: expected term of two years, expected volatility of 30%, risk-free interest rate of 0.4% and expected dividend yield of 0%. The convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock upon the consummation of the Merger in July 2015 as disclosed in Notes 1 and 5. See Note 13 for assumptions used to estimate the fair value of convertible preferred stock warrant liability upon conversion into warrants to purchase common stock at December 31, 2014. In June 2015, ViewRay Technologies, Inc. paid off in full the outstanding balances on Hercules Term Loan, including the related interest and other penalty fee, using part of the proceeds received from the CRG Term Loan discussed below. CRG Term Loan In June 2015, ViewRay Technologies, Inc. entered into a Term Loan Agreement, or the CRG Term Loan, with Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P. and Parallel Investment Opportunities Partners II L.P. or together with their successors by assignment, CRG, for up to $50.0 million of which $30.0 million was available immediately upon closing, and the remaining $20.0 million was available on or before June 26, 2016 at its option upon the occurrence of either (i) an initial public offering of its common stock on a nationally recognized securities exchange that raises a minimum of $40.0 million in net cash proceeds with a minimum of $120.0 million post money valuation, or Qualifying IPO, or (ii) achievement of a minimum of $25.0 million of aggregate product and service revenue during any consecutive 12 months before March 31, 2016. The Company drew down the first $30.0 million on closing date. The CRG Term Loan has a maturity date of June 26, 2020 and bears interest at a rate of 12.5% per annum to be paid quarterly during the interest-payment-only period of three years. The interest-payment-only period can be extended for another year until June 26, 2019 if the Company completes a Qualifying IPO on or before June 26, 2018. During the interest-payment-only period, the Company has the option to elect to pay only 8% of the 12.5% per annum interest in cash, and the remaining 4.5% of the 12.5% per annum interest as compounded interest, or deferred payment in-kind interest, added to the aggregate principal amount of the CRG Term Loan. Principal payment and any deferred payment in-kind interest is paid quarterly in equal installments following the end of the interest-payment-only period through maturity date. In March 2016, the Company and CRG executed an amendment to the original terms of the CRG Term Loan such that, with regard to the conditions for borrowing the remaining $20.0 million available under the CRG Term Loan, the Company may, at its election, draw down (i) an amount of either $10.0 million or $15.0 million in up to two advances upon achievement of a minimum of $15.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before March 31, 2016 and (ii) an additional $5.0 million (or $10.0 million, if the previous draw made was only in an amount of $10.0 million) upon achievement of a minimum of $25.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before December 31, 2016 and upon execution of the first sales contract of the Company’s second generation product. On March 21, 2016, the Company achieved the minimum of $15.0 million gross revenue requirement which makes the first $15.0 million of the remaining $20.0 million immediately available for draw down by the Company. In May 2016, the Company drew down the additional $15.0 million available amount. At December 31, 2016, the Company had $45.0 million in outstanding debt to CRG. The CRG Term Loan is subject to a prepayment penalty of 3% on the outstanding balance during the first 12 months following the funding of the loan, 2% on the outstanding balance after year 1 but on or before year 2, 1% on the outstanding balance after year 2 but on or before year 3, and 0% on the outstanding loan if prepaid after year 3 thereafter until maturity. The CRG Term Loan is also subject to a facility fee of 7% based on the sum of the amount drawn and any outstanding payment in-kind interest payable on the maturity date or the date such loan becomes due. All direct issuance costs were accounted for as a discount on the CRG Term Loan and will be amortized to interest expense during the life of the loan using the effective interest method. The CRG Term Loan is subject to financial covenants and is collateralized by essentially all assets of the Company and limits its ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. The Company’s scheduled future payment on the CRG Term Loan at December 31, 2016 are as follows (in thousands): Year Ended December 31, 2017 $ 3,926 2018 17,793 2019 29,082 2020 16,897 Total future payments 67,698 Less: amount representing interest and end-of-term facility fee (22,698 ) Total principal amount 45,000 Less: unamortized debt discount (710 ) Carrying value of long-term debt 44,290 Less: current portion — Long-term portion $ 44,290 2014 Convertible Promissory Notes In August 2014, the Company entered into a Convertible Promissory Note Agreement, or the Convertible Note Agreement, with a majority of its current investors to sell convertible promissory notes in an aggregate principal amount of $10.0 million with the option to raise an additional $1.5 million, or 2014 Notes. The Company received gross proceeds of $3.9 million in August 2014 and $6.1 million in November 2014 under the Convertible Note Agreement. The 2014 Notes carried a simple interest rate of 8% per annum and were subordinated in right of payment to all of the Company’s other indebtedness. The 2014 Notes were to mature in November 2015 unless previously converted. The Convertible Note Agreement provided for the conversion of the 2014 Notes at the option of the majority investors, and at any time, into shares of Series C convertible preferred stock at the then applicable conversion price. In December 2014, the holders of the 2014 Notes opted to convert the outstanding principal and accrued interest of $10.2 million into 1,739,405 shares of Series C convertible preferred stock at a price of $5.84 per share in accordance with the terms of the Convertible Note Agreement. At December 31, 2014, the 2014 Notes are no longer outstanding. In addition, the option to raise an additional $1.5 million under the Convertible Note Agreement expired unexercised in December 2014 and no more 2014 Notes will be issued under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases The Company leases office space in Oakwood Village, Ohio and Mountain View, California under non-cancellable operating leases. At December 31, 2016, the future minimum payments for the operating leases are as follows (in thousands): Year Ended December 31, 2017 $ 1,106 2018 963 2019 823 Total future minimum payments $ 2,892 Rent expense incurred under operating leases was $1.3 million, $1.3 million and $683 thousand during the years ended December 31, 2016, 2015 and 2014, respectively. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. Purchase Commitments At December 31, 2016 and 2015, the Company had no outstanding firm purchase commitments. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
License Agreement | 8. Licensing Agreement In December 2004, ViewRay Technologies, Inc. entered into a licensing agreement with the University of Florida Research Foundation, Inc., or UFRF, whereby UFRF granted the Company a worldwide exclusive license to certain of UFRF’s patents in exchange for 33,652 shares of common stock and a royalty from sales of products developed and sold by the Company utilizing the licensed patents. ViewRay Technologies, Inc. met all of the product development and commercialization milestones at December 31, 2013 and started to make quarterly royalty payments in 2014. Royalty payments are based on 1% of net sales, defined as the amount collected on sales of licensed products and/or licensed processes after deducting trade and/or quantity discounts, credits on returns and allowances, outbound transportation costs paid and sales tax. Minimum quarterly royalty payments of $50 thousand commenced with the quarter ended March 31, 2014 and are payable in advance. Minimum royalties paid in any calendar year will be credited against earned royalties for such calendar year. The royalty payments continue until the earlier of (i) the date that no licensed patents remain enforceable or (ii) the payment of earned royalties, once begun in 2014, cease for more than four consecutive calendars quarters. Royalty expenses based on 1% of net sales were $206 thousand, $49 thousand and $63 thousand during the years ended December 31, 2016, 2015 and 2014, respectively, and were recorded as product cost of revenue in the accompanying consolidated statements of operations. The minimum royalty payments in excess of 1% of net sales were $57 thousand, $102 thousand and $137 thousand during the years ended December 31, 2016, 2015 and 2014, respectively, and were recorded as general and administrative expenses in the accompanying consolidated statements of operations. |
Grant Revenue
Grant Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Grant Revenue | 9. Grant Revenue In December 2008, ViewRay Technologies, Inc. entered into an agreement with the county redevelopment fund in the State of Ohio for a loan of up to $800 thousand to fund the renovation of its headquarters. The loan, which bore interest at 6% annually through the maturity date of December 31, 2009, is secured by the Company’s leasehold improvements. Under the terms of the loan agreement, the lender may forgive $240 thousand if the Company meets certain permanent job creation requirements within the State of Ohio. In July 2010, $560 thousand of principal and accrued interest through the loan maturity date were repaid. In September 2015, the remaining $240 thousand was forgiven and was recognized as grant revenue during the year ended December 31, 2015. |
Distribution Agreement
Distribution Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Other Industries [Abstract] | |
Distribution Agreement | 10. Distribution Agreement In December 2014, ViewRay Technologies, Inc. entered into a distribution agreement with Itochu Corporation, or Itochu, a Japanese entity, pursuant to which the Company appointed Itochu as its exclusive distributor for the sale and delivery of its MRIdian products within Japan. In consideration of the exclusive distribution rights granted, ltochu agreed to pay a distribution fee of $4.0 million in three installments: (i) the first installment of $1.0 million was due upon execution of the distribution agreement; (ii) the second installment of $1.0 million is due within 10 business days following submission of the application for regulatory approval of the Company’s product to the Japan regulatory authority; and (iii) the final installment of $2.0 million is due within 10 business days following receipt of approval for the Company’s product from the Japan regulatory authority. The distribution fee paid by Itochu was refundable if the Company failed to obtain the approval from the Japan regulatory authority before December 31, 2017. The first and second installments of $2.0 million in aggregate were received in December 2014 and December 2015, respectively, and were recorded as customer deposits in the accompanying consolidated balance sheets at December 31, 2015. In August 2016, the Company received the third and final $2.0 million installment upon the receipt of regulatory approval to market MRIdian in Japan The exclusive distribution agreement has an initial term of 10 years, and contains features customary in such distribution agreements. Under this distribution agreement, the Company will supply its products and services to Itochu based upon the Company’s then-current pricing. In conjunction with the distribution agreement, Itochu also purchased $5.2 million of Series C convertible preferred stock in December 2014 at a price of $5.84 per share and became a stockholder of the Company (see Note 12). The Series C convertible preferred stock owned by Itochu was converted into common stock upon the consummation of the Merger in July 2015 as disclosed in Note 1. |
Common Stock Reserved for Issua
Common Stock Reserved for Issuance | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Common Stock Reserved for Issuance | 11. Common Stock Reserved for Issuance The common stock reserved for future issuance at December 31, 2016 and 2015 was as follows: December 31, 2016 2015 Shares underlying outstanding stock options 6,127,291 6,053,672 Shares available for future stock option grants 2,168,391 3,166,968 Shares issuable upon settlement of restricted stock units outstanding 151,240 — ESPP shares available for issuance 667,670 285,621 Warrant to purchase common stock 1,707,736 326,991 Total shares of common stock reserved 10,822,328 9,833,252 |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Convertible Preferred Stock | 12. Convertible Preferred Stock In December 2014, the Company issued 2,619,951 shares of Series C convertible preferred stock, consisting of (i) the issuance of 880,546 shares for $5.2 million, or $5.84 per share, to Itochu in conjunction with the distribution agreement, and (ii) the issuance of 1,739,405 shares upon conversion of the outstanding principal and accrued interest of the 2014 Notes (see Note 6). In January 2015, the Company issued an aggregate of 162,407 shares of Series C convertible preferred stock to a new investor at a price of $5.84 per share for a total gross consideration of $950 thousand. In February 2015, the Company issued 2,564,652 shares of Series C convertible preferred stock to another investor at a price of $5.84 per share for total gross consideration of $15.0 million. In July 2015, upon the closing of the Merger, all of ViewRay Technologies, Inc.’s 30,381,987 shares of outstanding convertible preferred stock were converted into the Company’s common stock at a 1:1 conversion rate. As a result, the Company had no convertible preferred stock issued and outstanding at December 31, 2016 and 2015. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Warrants | 13. Warrants In connection with a 2013 debt financing (see Note 6), the Company issued a warrant to purchase 128,231 shares of Series C convertible preferred stock. The convertible preferred stock warrant was recorded as a liability and is adjusted to fair value at each balance sheet date, with the change in fair value being recorded as a component of other (expense) income, net in the consolidated statements of operations. For the years ended December 31, 2015 and 2014, the Company recognized a gain of $45 thousand and $20 thousand related to the change in fair value of the warrants in the accompanying consolidated statements of operations. Upon the closing of the Merger on July 23, 2015, all shares of Series C convertible preferred stock were converted into common stock, and the warrant to purchase Series C convertible preferred stock was converted into the warrant to purchase 128,231 shares of the Company’s common stock. As a result, the fair value of the preferred stock warrant liability of $93 thousand was reclassified into additional paid-in capital. At December 31, 2016 and 2015, the warrant had not been exercised and was still outstanding. The Company used the Black-Scholes option-pricing model to estimate the fair value of the convertible preferred stock warrant with the following assumptions: Upon the Closing of the Merger on July 23, 2015 Common Stock Warrants: Expected term (in years) 5.0 Expected volatility (%) 31.8% Risk-free interest rate (%) 1.7% Expected dividend yield (%) 0% In connection with the Merger and the Private Placement, in July and August 2015, the Company issued 198,760 shares of warrants to purchase common stock at an exercise price of $5.00 per share to private placement agents as payment for services provided. These placement warrants are exercisable at any time at the option of the holder until the five-year anniversary of their date of issuance. The Company estimated the aggregate fair value of the placement warrants on issuance date to be $316 thousand which was recorded in additional paid-in capital as an offering cost against the total proceeds from the Private Placement. The placement warrants were accounted for as equity awards. The fair value of the placement warrants was valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 5.0 Expected volatility (%) 31.8% Risk-free interest rate (%) 1.6% Expected dividend yield (%) 0% In September 2016, the Company completed the final closing of a private placement offering, or the 2016 Private Placement, through which it sold an aggregate of 4,602,506 shares of its common stock at a purchase price of $2.95 per share and warrants that provide the option holder the right to purchase 1,380,745 shares of common stock, or the 2016 Placement Warrants, at a price of $0.125 per share, and raised a total of $13.2 million, net of offering costs. These 2016 Placement Warrants are exercisable at any time at the option of the holder until the seven-year anniversary of their date of issuance. The 2016 Placement Warrants also contain protection whereby the warrants will expire immediately prior to the consummation of a Change of Control and holders have the right to receive cash in the amount equal to the Black-Scholes value of warrants. A Change of Control is defined as (i) a merger or consolidation of the Company with another corporation, (ii) the sale, transfer or other disposal of substantially all of the assets or a majority of the Company’s outstanding shares of capital stock, (iii) a purchase or exchange offer accepted by the holders of a majority of the outstanding voting shares of the Company’s capital stock, or (iv) a “person” or “group,” as defined by Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, is or will become the beneficial owner, directly or indirectly, of at least a majority of the voting power of the Company’s capital stock. The 2016 Placement Warrants were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date, with the change in fair value recorded as a component of other (expense) income, net in the consolidated statements of operations. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the 2016 Private Placement of $13.8 million was allocated first to the 2016 Placement Warrants based on their fair value upon issuance, and the residual was allocated to the common stock. The fair value upon issuance of $2.7 million for the 2016 Placement Warrants was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected term of seven years, expected volatility of 61.6%, risk-free interest rate of 1.4% and expected dividend yield of 0%. During the year ended December 31, 2016 the Company recorded a gain of $3 thousand related to the change in fair value of the 2016 Placement Warrants. The fair value of the 2016 Placement Warrants of $2.7 million was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: December 31, 2016 2016 Placement Warrants: Expected term (in years) 6.7 Expected volatility (%) 63.6% Risk-free interest rate (%) 2.3% Expected dividend yield (%) 0% |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation The Company adopted 2008 Stock Option and Incentive Plan, or 2008 Plan, and 2015 Equity Incentive Award Plan, or 2015 Plan, to its employees, officers, directors, advisors and consultants. With the establishment of the 2015 Plan, the Company no longer grant stock options under the 2008 Plan, and the shares available for future grants under the 2008 Plan were transferred to the 2015 Plan. Only stock options were granted under the 2008 Plan. The 2015 Plan provides for the grant of stock and stock-based awards including stock options, nonqualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. The purpose of the 2008 Plan and 2015 Plan is to promote the interests of the Company by providing the opportunity to purchase or receive shares or to receive compensation that is based upon appreciation in the value of the shares to eligible recipients in order to attract and retain employees and provide additional incentive to work to increase the value of shares and a stake in the future of the Company. Options granted may be either incentive stock options or nonstatutory stock options. Under the 2008 Plan, incentive stock options could only have been granted to employees with exercise prices of no less than the fair value of the common stock on the grant date and nonstatutory options may be granted to employees or consultants at exercise prices of no less than 85% of the fair value of the common stock on the grant date, as determined by the board of directors. Under the 2015 Plan, for both inventive stock options and nonstatutory options, the exercise price should not be less than the fair value of the common stock on the date of grant. Under both the 2008 Plan and the 2015 Plan, if, at the time of grant, the optionee owns stock representing more than 10% of the voting power of all classes of stock of the Company, a 10% shareholder, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Options become exercisable generally ratably over four years, and expire in 10 years from the date of grant, or five years from the date of grant for 10% shareholders. In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP and 667,670 shares were reserved for issuance under the 2015 ESPP. At December 31, 2016 and 2015, no shares have been issued under the 2015 ESPP. A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Balance at January 1, 2014 1,848,367 2,723,573 $ 0.71 7.7 $ 138 Granted (1,642,799 ) 1,642,799 0.84 Exercised — (28,320 ) 0.73 Cancelled 89,533 (89,533 ) 0.74 Balance at December 31, 2014 295,101 4,248,519 0.76 7.7 8,343 Additional authorized 4,708,447 — Granted (1,975,673 ) 1,975,673 5.03 Exercised — (31,427 ) 0.76 Cancelled 139,093 (139,093 ) 1.46 Balance at December 31, 2015 3,166,968 6,053,672 2.13 7.6 20,605 Granted (1,173,043 ) 1,173,043 4.20 Exercised — (773,718 ) 0.70 Cancelled 325,706 (325,706 ) 4.31 RSUs Granted (151,240 ) — — Balance at December 31, 2016 2,168,391 6,127,291 $ 2.60 7.3 $ 7,800 Vested and exercisable at December 31, 2016 3,608,258 $ 1.66 6.4 $ 6,711 Vested and expected to vest at December 31, 2016 5,901,120 $ 2.55 7.3 $ 7,688 The weighted-average grant date fair value of options granted to employees was $2.72, $3.13 and $0.42 per share for the year ended December 31, 2016, 2015 and 2014. The grant date fair value of options vested was $2.4 million, $782 thousand and $339 thousand, respectively, during the year ended December 31, 2016, 2015 and 2014. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of option exercised was $2.3 million for the year ended December 31, 2016. The aggregate intrinsic value of option exercised was insignificant for the year ended December 31, 2015 and 2014. At December 31, 2016, total unrecognized compensation cost related to stock-based awards granted to employees, net of estimated forfeitures, was $5.4 million which is expected to be recognized over a weighted-average period of 2.9 years. Determination of Fair Value The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Fair Value of Common Stock Prior to the Merger, the fair value of the common stock underlying the stock-based awards was determined by ViewRay Technologies, Inc.’s board of directors, with input from management and third-party valuations. Post-Merger and up through March 30, 2016, the Company’s common stock shares were listed on the OTC Bulletin Board. Beginning March 31, 2016, the Company’s common stock shares were listed on The NASDAQ Global Market, or NASDAQ. Fair value of the common stock is the adjusted closing price of the Company’s common stock on the trading date on these stock exchanges. Expected Term The expected term represents the period that the Company’s option awards are expected to be outstanding. The Company considers several factors in estimating the expected term of options granted, including the expected lives used by a peer group of companies within the Company’s industry that the Company considers to be comparable to its business and the historical option exercise behavior of its employees, which the Company believes is representative of future behavior. Expected Volatility As the Company does not have a sufficient trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the Company’s industry which were the same as the comparable companies used in the common stock valuation analysis. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be used in the calculation. Risk-Free Interest Rate The risk-free interest rate is based on the zero coupon U.S. Treasury notes, with maturities similar to the expected term of the options. Expected Dividend Yield The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the Black-Scholes option-valuation model. In addition to the Black-Scholes assumptions discussed immediately above, the estimated forfeiture rate also has a significant impact on the related stock-based compensation. The forfeiture rate of stock options is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 6.0 5.9 5.7 Expected volatility (%) 67.1% 68.7% 50.7% Risk-free interest rate (%) 1.3% 1.8% 1.8% Expected dividend yield (%) 0.0% 0.0% 0.0% Restricted Stock Units In September 2016, the Company granted 112,578 shares of Restricted Stock Units, or RSUs, to its board of directors for their services. These RSUs were fully vested upon issuance and will be released and settled upon termination of the board services or the occurrence of a change in control event. In December 2016, the Company granted 18,017 and 20,645 shares of RSUs to certain executive officers for bonus and one consultant for their service, respectively. These RSUs were fully vested upon issuance but were not released at December 31, 2016, although the conditions to release these RSUs were satisfied at December 31, 2016. The weighted-average grant date fair value of RSUs granted was $3.52 per share, and the Company recorded stock based compensation expense related to RSUs of $532 thousand during the year ended December 31, 2016, which was included in general and administrative expenses in the accompanying statements of operations. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s consolidated statements of operations is classified as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 593 $ 262 $ 85 Selling and marketing 120 50 15 General and administrative 2,194 754 218 Total stock-based compensation expense $ 2,907 $ 1,066 $ 318 During the years ended December 31, 2016, 2015 and 2014 there were no stock-based compensation expenses capitalized as a component of inventory or recognized in cost of revenue. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the years ended December 31, 2016, 2015 and 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The following reconciles the differences between income taxes computed at the federal income tax rate and the provision for income taxes: Year Ended December 31, 2016 2015 2014 Expected income tax benefit at the federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 0.0 (0.8 ) 3.7 Change in effective tax rate 0.0 (0.9 ) 1.3 Non-deductible items and other (0.7 ) (0.5 ) 0.4 Federal and state credits 0.6 (0.7 ) 1.2 Change in valuation allowance (33.9 ) (31.1 ) (40.6 ) Total 0.0 % 0.0 % 0.0 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s net deferred tax assets consisted of the following at December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Net operating loss carryforwards $ 75,036 $ 60,979 Research and development tax credits 2,131 1,731 Reserves and accruals 1,791 966 Other 4,594 2,433 Total deferred tax assets 83,552 66,109 Valuation allowance (83,552 ) (66,109 ) Net deferred tax assets $ — $ — The Company maintains a valuation allowance related to its deferred tax asset position when management believes it is more likely than not that the net deferred tax assets will not be realized in the future. The Company’s valuation allowance increased by $17.4 million and $14.0 million during the year ended December 31, 2016 and 2015. At December 31, 2016, the Company had federal net operating loss carryforwards of $210.4 million, which begin to expire in the year ending December 31, 2024, and $131.1 million related to state net operating loss carryforwards, which begin to expire in the year ending December 31, 2019. The Company had federal research and development tax credit carryforwards of $2.9 million, and state carryforwards of $255 thousand at the year ended December 31, 2016. These credits expire at various dates through the year ending December 31, 2024. Under the provisions of the Internal Revenue Code, or IRC, net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. The Company believes it has experienced at least one ownership change in the past. The Company is currently analyzing the tax impact of such ownership change on its federal net operating loss and credit carryforwards. Future owner or equity shifts, including an IPO, could result in limitations on net operating loss and credit carryforwards. Because of the net operating loss and credit carryforwards, all of the Company’s federal tax returns and state returns since the year ended December 31, 2004 remain subject to federal and California examination. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates these tax positions on an annual basis. In addition, the Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2016 and 2015, the Company’s unrecognized tax benefits consist of the following: Year Ended December 31, 2016 2015 Unrecognized tax benefit, beginning of period $ 742 $ — Gross increases — current year tax positions 198 130 Gross decreases — current year tax positions — — Gross increases — prior year tax positions — 612 Unrecognized tax benefit, end of period $ 940 $ 742 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | 16. Employee Benefits The Company has a 401(k) Plan which covers its eligible employees. The 401(k) Plan permits the participants to defer a portion of their compensation in accordance with the provisions of Section 401(k) of the IRC. At its discretion, the Company can match a portion of the participants’ contributions or make profit-sharing contributions. There was no matching or profit-sharing contributions during the years ended December 31, 2016, 2015 or 2014. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 17. Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2016 2015 2014 Net loss $ (50,636 ) $ (44,995 ) $ (33,800 ) Deemed capital contribution on repurchase of Series A preferred stock — — 9 Net loss attributable to common stockholders $ (50,636 ) $ (44,995 ) $ (33,791 ) Weighted-average common shares used in computing net loss per share, basic and diluted 40,068,307 17,432,434 892,315 Net loss per share, basic and diluted $ (1.26 ) $ (2.58 ) $ (37.87 ) The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Year Ended December 31, 2016 2015 2014 Convertible preferred stock (if converted) — 16,558,330 25,078,396 Options to purchase common stock 6,181,015 5,032,768 3,766,704 Convertible preferred stock warrant — 71,318 128,231 Common stock warrant 804,248 142,513 — Restricted stock units 33,835 — — |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. Segment and Geographic Information The Company has one business activity, which is radiation therapy technology combined with magnetic resonance imaging, and operates in one reportable segment. The Company’s chief operating decision-maker, its chief executive officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. Also, the Company does not have segment managers as the Company manages its operations as a single operating segment. The following table sets forth revenue by geographic area on the customers’ location (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 1,106 $ 5,332 $ 6,399 Japan 10,375 — — Netherlands 5,486 — — Italy 5,088 — — Korea 182 4,988 — Rest of world — 70 — Total revenue $ 22,237 $ 10,390 $ 6,399 At December 31, 2016 and 2015, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions As discussed in Note 8, the Company pays a royalty to UFRF, a common stockholder, related to a licensing agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events In January 2017, the Company entered into a Securities Purchase Agreement pursuant to which it sold an aggregate of 10,323,101 shares of common stock which consists of 8,602,589 shares of common stock and warrants to purchase 1,720,512 shares of common stock, or the 2017 Placement Warrants, for total gross proceeds of $26.1 million, or the 2017 Private Placement. The Company completed the closing of the 2017 Private Placement in January 2017. The 2017 Placement Warrants have a per share exercise price of $3.00 per share, except that the purchase price paid by individuals who are directors and/or officers of the Company was $3.17, are exercisable after six months and expire seven years from the date of issuance. In January 2017, the Company entered into a sales agreement with FBR Capital Markets & Co under which it may sell up to $25.0 million of its common shares pursuant to an at-the-market offering program. As of March 13, 2017, the Company sold approximately 3.9 million shares of its common stock at an average market price of $5.64 per share, resulting in aggregate gross proceeds of approximately $21.9 million. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. The consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and warrant liability, and valuation allowances against deferred tax assets. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company deposits its cash primarily in checking and money market accounts. |
Restricted Cash | Restricted Cash At December 31, 2016, and 2015, the Company had an aggregate of $0.9 million and $0.9 million of outstanding letters of credit related to its operating leases and its contractual obligations with distributors and customers. The letters of credit are collateralized by a restricted cash deposit account, which is presented as part of noncurrent assets on the balance sheets because the Company is not certain when the restriction will be lifted on the collateralized letters of credit. At December 31, 2016, and 2015, no amounts were drawn on the letters of credit. The restricted cash balance as of December 31, 2016 also includes $0.2 million collateral for a new credit card account. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in checking and money market accounts with various financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires deposits from its customers. The Company’s accounts receivable was derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable and revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2016 2015 2014 2016 2015 Customer A 47% * * 49% * Customer B 25% * * * * Customer C 23% * * 41% * Customer D * 48% * * * Customer E * 43% * * 94% Customer F * * 52% * * Customer G * * 40% * * The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of MRIdian, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. Furthermore, new products to be developed by the Company require approval from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. The Company relies on a concentrated number of suppliers to manufacture essentially all of the components used in MRIdian. The Company’s suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, equipment malfunction and environmental factors, any of which could delay or impede our ability to meet demand. |
Accounts Receivables and Allowance for Doubtful Accounts | Accounts Receivables and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. The allowance for doubtful accounts, if any, is based on the assessment of the collectability of customer accounts. Based on the specific customers and the current economic conditions, there was no allowance for doubtful accounts recorded at December 31, 2016 and 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, warrant liability and long-term debt. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The warrant liability is carried at fair value. The carrying amount of the Company’s long-term debt approximates fair value as the stated interest rate approximates market rates currently available to the Company. |
Inventory and Deposits on Purchased Inventory | Inventory and Deposits on Purchased Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during the normal operating cycle of the Company for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, inventory items were recorded on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time when ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015. Therefore, no retrospective adjustment for the Company’s annual consolidated financial statements are required. The Company reduces the carrying value of its inventory for the difference between cost and net realizable value and records a charge to cost of product revenues for the amount required to reduce the carrying value of inventory to net realizable value. The Company recorded an inventory lower of cost and market adjustment of $1.9 million, $2.6 million and $598 thousand during the years ended December 31, 2016, 2015 and 2014, respectively. The Company records inventory items which have been paid for but not yet received and title has not yet transferred to the Company as deposits on purchased inventory. Deposits on purchased inventory are included within current assets as the related inventory items are expected to be received and used in MRIdian systems within the Company’s normal operating cycle. The Company assesses the recoverability of deposits on purchased inventory based on credit assessments of the vendors and their history supplying these assets. At December 31, 2016, the Company did not have any instances whereby deposits for purchased inventory were written off or the purchased inventory was not delivered. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs for product shipments to customers are included in cost of product revenue. Shipping and handling costs incurred for inventory purchases are capitalized in inventory and expensed in cost of product revenue. These costs are not passed on to customers. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives, ranging from two to 15 years of the related assets using the straight-line method. Acquired software is recorded at cost. Amortization of acquired software generally occurs over three years using the straight-line method. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life or term of the lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recorded to general and administrative expense in the accompanying statements of operations. Routine expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 years Machinery and equipment 5 – 15 years Furniture and fixture 5 – 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Asset Retirement Obligation | Asset Retirement Obligation In connection with certain lease agreements entered into in October 2015, the Company has a legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its original condition. The Company records the fair value of the liability for a legal obligation to retire an asset in the period in which the obligation is incurred if a reasonable estimate of fair value can be made. The Company measures the fair value of the asset retirement obligation based upon the present value of the expected future payments, and recognized asset retirement obligation of $250,000 at inception. The liability is accreted to its present value each period and the capitalized cost is depreciated over the remaining lease term. Accretion expense is calculated by applying the effective interest rate to the carrying amount of the liability at the beginning of each period. The effective interest rate is the credit-adjusted risk-free rate applied when the liability was initially measured and recognized. At December 31, 2016, the Company had outstanding asset retirement obligations of $294,000, which was included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2016 and 2015 the Company recognized accretion expenses of $36,000 and $8,000 in the accompanying statement of operations. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of patents and license acquisition costs associated with certain technology components incorporated into the Company’s MRIdian systems. The Company capitalizes the cost and amortizes it on a straight-line basis over the estimated useful lives, which is generally three years for license cost and five to seven years for patents. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of long-lived assets, including equipment, leasehold improvements, software and intangible assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest charge) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There was no impairment loss recognized during the years ended December 31, 2016, 2015 and 2014. |
Deferred Offering Costs | Deferred Offering Costs ViewRay Technologies, Inc. capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through a public sale of its common stock in its planned IPO. These costs were recorded in deferred offering costs in the accompanying balance sheets |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investment owners and distribution to owners. For the periods presented, comprehensive loss did not differ from net loss. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from the sale of the systems and related services, which are sales of MRIdian, as well as support and maintenance services on sold systems. In all sales arrangements, the Company recognizes revenues when there is persuasive evidence of an arrangement, the fee is fixed or determinable, collection of the fee is reasonably assured and delivery has occurred. For sales of MRIdian systems that the Company is required to install at the customer site, product revenue is recognized upon receipt of customer acceptance. For sales of MRIdian systems that the Company is not responsible for installation, product revenue is recognized when the entire system is delivered and title and risk of loss are transferred to the customer. For sales of the related support and maintenance services, the Company recognizes service revenue on a straight-line basis over the service contract term, which is typically 12 months. |
Multiple Elements | Multiple Elements Based on the nature of the Company’s business, it frequently enters into sales arrangements with customers that contain multiple elements or deliverables. In situations where a deliverable in a multi-element arrangement has value to the customer on a stand-alone basis, the Company is required to allocate the fair value of the various elements based on the selling price of each element. The principal deliverables consist of (i) sale of MRIdian systems, which generally includes installation, site preparation and software, and (ii) product support, which includes extended service and maintenance. The Company determines selling prices of each element using vendor specific objective evidence, or VSOE, if it exists, or third party evidence, or TPE. If neither VSOE nor TPE exists for a deliverable, the Company uses best estimated selling price, or BESP. The Company allocates revenue to its multiple elements generally using the relative fair values as determined by BESP. The Company regularly reviews VSOE, TPE and BESP for all of its MRIdian systems and services. |
Product Revenue | Product Revenue Product revenue is derived primarily from the sales of MRIdian. The system contains both software and non-software components that together deliver essential functionality. However, because MRIdian includes hardware products as well as software components that function together with the hardware components to deliver MRIdian’s essential functionality, the revenue from the sale of MRIdian systems does not fall within the scope of the software revenue recognition rules. The Company’s customer contracts generally call for on-site assembly of the system components and system integration. Once the system installation is completed, the Company performs a detailed demonstration with the customer showing that MRIdian meets the standard product specifications. After successful demonstration, the customer signs a document indicating customer acceptance. For sales of MRIdian systems that the Company is required to install at the customer site, revenue recognition occurs when the customer acknowledges that the system operates in accordance with standard product specifications, the customer accepts the installed unit and title and risk of loss are transferred to the customer. Certain customer contracts with distributors do not require installation at the customer site, and the distributors typically engage qualifying third-party certified technician to perform the installation. For sales of MRIdian systems that the Company is not responsible for installation, revenue recognition occurs when the entire system is delivered and title and risk of loss are transferred to the customer. All contracts include customer deposits upon signing of the agreement with final payment generally due upon customer acceptance. |
Service Revenue | Service Revenue Service revenue is derived primarily from maintenance services. Service revenue is recognized ratably over the service period. |
Distribution Rights Revenue | Distribution Rights Revenue The Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million which was recorded as deferred revenue and starting in August 2016 was recognized as distribution rights revenue on a straight-line basis over the remaining term of the distribution agreement of approximately 8.5 years . |
Grant Revenue | Grant Revenue The Company receives payments for the achievement of certain milestones under government grants over a contractually defined period. These payments are nonrefundable. Government grants generally provide the Company with fixed payments and a contractually defined period. Grant revenues are recognized as milestones under the grant program are achieved and is earned through reimbursements for the qualifying expenses incurred by the Company. The Company retains ownership and exclusive rights to all inventions made under these arrangements. Upon the completion of the Company’s government grants, no further obligations exist under these arrangements. The Company retains the rights to commercialize the technology it developed under government grants without any royalty obligations. The Company entered into a loan agreement with the county redevelopment fund in the State of Ohio to fund the renovation of its Ohio headquarters. Under the terms of the loan agreement, the lender may forgive a portion of the loan if the Company meets certain permanent job creation requirement within the State of Ohio. Grant revenues are recognized when the Company meets the employment requirement and receives the loan forgiveness notice from the lender. |
Customer Deposits | Customer Deposits Customer deposits represent payments received in advance of system installation. For domestic sales, advance payments received prior to customer acceptance are recorded as customer deposits. For international sales, advance payments are initially recorded as customer deposits and are subsequently reclassified to deferred revenue upon inventory shipment when the title and risk of loss of inventory items transferred to customers. All customer deposits, including those that are expected to be a deposit for more than one year, are classified as current liabilities based on consideration of the Company’s normal operating cycle (the time between acquisition of the inventory components and the final cash collection from customers on these inventory components) which is in excess of one year. |
Deferred Revenue and Deferred Cost of Revenue | Deferred Revenue and Deferred Cost of Revenue Deferred revenue consists of deferred product revenue and deferred service revenue. Deferred product revenue arises from timing differences between the fulfillment of other contract deliverables and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred service revenue results from the advance billing for services to be delivered over a period of time. Deferred revenues expected to be realized within one year are classified as current liabilities. Deferred cost of revenue consists of cost for inventory items that have been shipped with title and risk of loss transferred to customer but the customer acceptance has not been received. Deferred cost of revenue is included as part of current assets as the corresponding deferred product revenue are expected to be realized within one year. The inventories recorded in deferred cost of revenue are also included in the inventory lower of cost or market analysis. At December 31, 2016 and 2015, no reserve was required for deferred cost of revenue. |
Research and Development Costs | Research and Development Costs Expenditures, including payroll, contractor expenses and supplies, for research and development of products and manufacturing processes are expensed as incurred. Software development costs incurred subsequent to establishing technological feasibility are capitalized through the general release of MRIdian systems that contain the embedded software elements. Technological feasibility is demonstrated by the completion of a working model. The Company has not capitalized any software development costs at December 31, 2016 or 2015, since the costs incurred subsequent to achieving technological feasibility and completing the research and development for the software components were immaterial. |
Stock-Based Compensation | Stock-Based Compensation The Company uses the Black-Scholes option-pricing model as the method for estimating the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions that determine the fair value of share-based awards, including the options’ expected term and the price volatility of the underlying stock. The fair value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the awards’ requisite service periods in the statements of operations. The Company attributes the value of share-based compensation to expense using the straight-line method. |
Medical Device Excise Tax | Medical Device Excise Tax Medical Device Excise Tax, or MDET, Section 4191 of the Internal Revenue Code enacted by the Health Care and Education Reconciliation Act of 2010, in conjunction with the Patient Protection and Affordable Care Act, established a 2.3% excise tax on medical devices sold domestically which, due to subsequent legislative amendments, has been suspended from January 1, 2016 to December 31, 2017, however, it could be reinstated The Company included the cost of MDET in cost of product revenue during the years ended December 31, 2015 and 2014, net of amounts directly billed to the customer for this tax, if any. |
Deferred Commissions | Deferred Commissions Deferred commissions are the direct and incremental costs directly associated with the MRIdian system contracts with customers, which primarily consist of sales commissions to our direct sales force. The commissions are deferred and expensed in proportion to the revenue recognized upon the acceptance of the MRIdian system. At December 31, 2016 and 2015, the Company had $2.6 million and $799 thousand deferred commissions recorded as part of prepaid expenses and other current assets on the accompanying consolidated balance sheets. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than not that the deferred tax assets will not be realized. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its net deferred tax assets. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more likely than not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision; however, the Company currently has no penalties or interest related to income taxes. The earliest year that the Company is subject to examination is the year ended December 31, 2004. |
Warrant Liability | Warrant Liability Convertible Preferred Stock Warrant Liability The Company’s warrant to purchase convertible preferred stock is classified as a liability on the consolidated balance sheets at fair value upon issuance because the warrant is exercisable for contingently redeemable preferred stock which is classified outside of stockholders’ deficit. The warrant is subject to re-measurement to fair value at each balance sheet date, and any change in fair value is recognized in the consolidated statements of operations as other (expense) income, net. In July 2015, upon the Merger of the Company and ViewRay Technologies, Inc., and the Private Placement, the convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock, and the fair value of the preferred stock warrant liability was reclassified to additional paid-in capital. Common Stock Warrant Liability Certain warrants to purchase common stock provide for cash settlement in the event of change in control, and are classified as liabilities on the balance sheets at fair value upon issuance (see Note 13). These warrants are subject to re-measurement to fair value at each balance sheet date, and any change in fair value are recognized in the consolidated statements of operations as other (expense) income, net. Upon exercise or expiration of the warrants, the related warrant liability will be reclassified to additional paid-in capital. |
Net Loss per Share | Net Loss per Share The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Contingently issuable shares are included in the computation of basic net loss per share as of the date that all necessary conditions have been satisfied and issuance of the shares is no longer contingent. The net loss attributable to common stockholders was not allocated to the convertible preferred stock under the two-class method as the convertible preferred stock do not have a contractual obligation to share in the net loss attributable to common stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, convertible preferred stock, stock options, and warrants to purchase convertible preferred stock and common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB, issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In December 2016, the Company initiated its evaluation of ASU 2014-09, including the expected impact on its business processes, systems and controls, and potential differences in the timing and/or method of revenue recognition for its sales contracts. Based on the initial assessment, the Company does not believe the adoption of ASU 2014-09 will have a material impact on the amount or timing of its revenue recognition. Due to the nature of the Company’s sales arrangements, product revenue, service revenue and distribution rights revenue are expected to remain substantially unchanged. The Company expects to select a transition method during the first half of 2017, and will continue its evaluation of ASU 2014-09 through the date of adoption. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, Statement of Cash Flows (Topic 230): Restricted Cash, Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in the consolidated balance sheets. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as non-current in the consolidated balance sheets. ASU No. 2015-17 is effective for annual periods beginning after December 15, 2016 and interim periods therein. Early application is permitted. The Company elected to early adopt this guidance starting April 1, 2016 on a prospective basis. As a result of adopting this standard, deferred tax liabilities and assets, if any, are presented within the financial statements as noncurrent. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), , and for annual and interim periods thereafter. The Company adopted ASU 2014-15 in the year ended December 31, 2016, and The Company plans that it will have sufficient cash to continue as a going concern (See Note 1). |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Customers Representing Greater than 10% of Accounts Receivable and Revenue | The Company’s customers representing greater than 10% of accounts receivable and revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2016 2015 2014 2016 2015 Customer A 47% * * 49% * Customer B 25% * * * * Customer C 23% * * 41% * Customer D * 48% * * * Customer E * 43% * * 94% Customer F * * 52% * * Customer G * * 40% * * |
Schedule of Depreciation and Amortization Periods for Property and Equipment | Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 years Machinery and equipment 5 – 15 years Furniture and fixture 5 – 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Prototype $ 6,405 $ 6,492 Machine and equipment 5,807 7,128 Leasehold improvements 4,621 1,532 Furniture and fixtures 368 350 Software 1,028 832 Construction in progress 5,498 1,851 Property and equipment, gross 23,727 18,185 Less: accumulated depreciation and amortization (12,167 ) (10,879 ) Property and equipment, net $ 11,560 $ 7,306 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2016 2015 License cost $ 512 $ 500 Patents 104 104 Intangible assets, gross 616 604 Accumulated amortization (519 ) (404 ) Intangible assets, net $ 97 $ 200 |
Summary of Estimated Future Amortization Expense | At December 31, 2016, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ended December 31, Estimated Amortization Expense 2017 $ 19 2018 19 2019 19 2020 19 2021 10 Thereafter 11 Total amortization expense $ 97 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued payroll and related benefits $ 4,274 $ 1,938 Accrued accounts payable 1,202 1,880 Sales tax and medical device excise tax payable 13 219 Accrued legal and accounting 509 857 Accrued interest — — Other 336 519 Total accrued liabilities $ 6,334 $ 5,413 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): December 31, 2016 2015 Deferred revenue: Product $ 5,050 $ 5,050 Services 1,561 911 Distribution rights 3,822 — Total deferred revenue 10,433 5,961 Less: current portion of deferred revenue (6,515 ) (5,616 ) Noncurrent portion of deferred revenue $ 3,918 $ 345 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | The 2016 Placement Warrants were issued in August and September 2016 and were outstanding at December 2016. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At December 31, 2016 Level 1 Level 2 Level 3 Total 2016 Placement Warrants Liability $ — $ — $ 2,723 $ 2,723 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2016 2015 2014 Fair value, beginning of period $ — $ 138 $ 158 Issuance of 2016 Placement Warrants 2,726 — — Change in fair value of Level 3 financial liabilities (3 ) (45 ) (20 ) Conversion of convertible preferred stock warrants to common stock warrants — (93 ) — Fair value, end of period $ 2,723 $ — $ 138 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Scheduled Future Payments on Term Loan | The Company’s scheduled future payment on the CRG Term Loan at December 31, 2016 are as follows (in thousands): Year Ended December 31, 2017 $ 3,926 2018 17,793 2019 29,082 2020 16,897 Total future payments 67,698 Less: amount representing interest and end-of-term facility fee (22,698 ) Total principal amount 45,000 Less: unamortized debt discount (710 ) Carrying value of long-term debt 44,290 Less: current portion — Long-term portion $ 44,290 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Lease Agreements | At December 31, 2016, the future minimum payments for the operating leases are as follows (in thousands): Year Ended December 31, 2017 $ 1,106 2018 963 2019 823 Total future minimum payments $ 2,892 |
Common Stock Reserved for Iss34
Common Stock Reserved for Issuance (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The common stock reserved for future issuance at December 31, 2016 and 2015 was as follows: December 31, 2016 2015 Shares underlying outstanding stock options 6,127,291 6,053,672 Shares available for future stock option grants 2,168,391 3,166,968 Shares issuable upon settlement of restricted stock units outstanding 151,240 — ESPP shares available for issuance 667,670 285,621 Warrant to purchase common stock 1,707,736 326,991 Total shares of common stock reserved 10,822,328 9,833,252 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Assumptions using Black- Scholes Option-Pricing Model to estimate fair value | The Company used the Black-Scholes option-pricing model to estimate the fair value of the convertible preferred stock warrant with the following assumptions: Upon the Closing of the Merger on July 23, 2015 Common Stock Warrants: Expected term (in years) 5.0 Expected volatility (%) 31.8% Risk-free interest rate (%) 1.7% Expected dividend yield (%) 0% The fair value of the placement warrants was valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 5.0 Expected volatility (%) 31.8% Risk-free interest rate (%) 1.6% Expected dividend yield (%) 0% The fair value of the 2016 Placement Warrants of $2.7 million was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: December 31, 2016 2016 Placement Warrants: Expected term (in years) 6.7 Expected volatility (%) 63.6% Risk-free interest rate (%) 2.3% Expected dividend yield (%) 0% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Company's Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Balance at January 1, 2014 1,848,367 2,723,573 $ 0.71 7.7 $ 138 Granted (1,642,799 ) 1,642,799 0.84 Exercised — (28,320 ) 0.73 Cancelled 89,533 (89,533 ) 0.74 Balance at December 31, 2014 295,101 4,248,519 0.76 7.7 8,343 Additional authorized 4,708,447 — Granted (1,975,673 ) 1,975,673 5.03 Exercised — (31,427 ) 0.76 Cancelled 139,093 (139,093 ) 1.46 Balance at December 31, 2015 3,166,968 6,053,672 2.13 7.6 20,605 Granted (1,173,043 ) 1,173,043 4.20 Exercised — (773,718 ) 0.70 Cancelled 325,706 (325,706 ) 4.31 RSUs Granted (151,240 ) — — Balance at December 31, 2016 2,168,391 6,127,291 $ 2.60 7.3 $ 7,800 Vested and exercisable at December 31, 2016 3,608,258 $ 1.66 6.4 $ 6,711 Vested and expected to vest at December 31, 2016 5,901,120 $ 2.55 7.3 $ 7,688 |
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Options at Grant Date | The fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 6.0 5.9 5.7 Expected volatility (%) 67.1% 68.7% 50.7% Risk-free interest rate (%) 1.3% 1.8% 1.8% Expected dividend yield (%) 0.0% 0.0% 0.0% |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s consolidated statements of operations is classified as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 593 $ 262 $ 85 Selling and marketing 120 50 15 General and administrative 2,194 754 218 Total stock-based compensation expense $ 2,907 $ 1,066 $ 318 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Differences Between Income Taxes | The following reconciles the differences between income taxes computed at the federal income tax rate and the provision for income taxes: Year Ended December 31, 2016 2015 2014 Expected income tax benefit at the federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 0.0 (0.8 ) 3.7 Change in effective tax rate 0.0 (0.9 ) 1.3 Non-deductible items and other (0.7 ) (0.5 ) 0.4 Federal and state credits 0.6 (0.7 ) 1.2 Change in valuation allowance (33.9 ) (31.1 ) (40.6 ) Total 0.0 % 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | The principal components of the Company’s net deferred tax assets consisted of the following at December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Net operating loss carryforwards $ 75,036 $ 60,979 Research and development tax credits 2,131 1,731 Reserves and accruals 1,791 966 Other 4,594 2,433 Total deferred tax assets 83,552 66,109 Valuation allowance (83,552 ) (66,109 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | At December 31, 2016 and 2015, the Company’s unrecognized tax benefits consist of the following: Year Ended December 31, 2016 2015 Unrecognized tax benefit, beginning of period $ 742 $ — Gross increases — current year tax positions 198 130 Gross decreases — current year tax positions — — Gross increases — prior year tax positions — 612 Unrecognized tax benefit, end of period $ 940 $ 742 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2016 2015 2014 Net loss $ (50,636 ) $ (44,995 ) $ (33,800 ) Deemed capital contribution on repurchase of Series A preferred stock — — 9 Net loss attributable to common stockholders $ (50,636 ) $ (44,995 ) $ (33,791 ) Weighted-average common shares used in computing net loss per share, basic and diluted 40,068,307 17,432,434 892,315 Net loss per share, basic and diluted $ (1.26 ) $ (2.58 ) $ (37.87 ) |
Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Year Ended December 31, 2016 2015 2014 Convertible preferred stock (if converted) — 16,558,330 25,078,396 Options to purchase common stock 6,181,015 5,032,768 3,766,704 Convertible preferred stock warrant — 71,318 128,231 Common stock warrant 804,248 142,513 — Restricted stock units 33,835 — — |
Segment and Geographic Inform39
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area on the Customers' Location | The following table sets forth revenue by geographic area on the customers’ location (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 1,106 $ 5,332 $ 6,399 Japan 10,375 — — Netherlands 5,486 — — Italy 5,088 — — Korea 182 4,988 — Rest of world — 70 — Total revenue $ 22,237 $ 10,390 $ 6,399 |
Background and Organization - A
Background and Organization - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Background And Organization [Line Items] | |||||
Net loss from operations | $ (50,636) | $ (44,995) | $ (33,800) | ||
Net cash used from operations | (28,156) | (39,849) | (27,469) | ||
Cash and cash equivalents | $ 14,198 | $ 20,667 | $ 11,129 | $ 26,529 | |
Scenario, Forecast | 2017 Private Placement Common Stock Warrants | |||||
Background And Organization [Line Items] | |||||
Proceed from private placement and equity issuances, gross | $ 48,000 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2016 | Oct. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 1,143,000 | $ 943,000 | |||
Allowances for doubtful accounts | 0 | 0 | |||
Inventory lower of cost and market adjustment | 1,939,000 | 2,578,000 | $ 598,000 | ||
Impairment loss recognized | 0 | 0 | $ 0 | ||
Deferred offering costs | 0 | 0 | |||
Wrote off deferred offering costs | 2,900,000 | ||||
Distribution fee reclassified to deferred revenue | 10,433,000 | 5,961,000 | |||
Reserve for deferred costs of revenue | $ 0 | 0 | |||
Excise tax on medical devices | 2.30% | ||||
Deferred commission | $ 2,600,000 | 799,000 | |||
Penalties and interest related to income taxes | 0 | ||||
Operating leases future minimum payments due | $ 2,892,000 | ||||
Itochu Corporation Agreement | |||||
Significant Accounting Policies [Line Items] | |||||
Remaining term of distribution agreement | 8 years 6 months | ||||
Asset Retirement Obligation | |||||
Significant Accounting Policies [Line Items] | |||||
Asset retirement obligation | $ 294,000 | $ 250,000 | |||
Accretion expenses | $ 36,000 | 8,000 | |||
Software | |||||
Significant Accounting Policies [Line Items] | |||||
Property and equipment, useful life | 3 years | ||||
License Cost | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 3 years | ||||
Distribution Rights | |||||
Significant Accounting Policies [Line Items] | |||||
Distribution fee reclassified to deferred revenue | $ 3,822,000 | ||||
Distribution Rights | Itochu Corporation Agreement | |||||
Significant Accounting Policies [Line Items] | |||||
Distribution fee reclassified to deferred revenue | $ 4,000,000 | $ 4,000,000 | |||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Property and equipment, useful life | 2 years | ||||
Minimum | Patents | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Property and equipment, useful life | 15 years | ||||
Maximum | Patents | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 7 years | ||||
Irrevocable Standby Letters of Credit | |||||
Significant Accounting Policies [Line Items] | |||||
Letters of credit drawn, amount | $ 0 | 0 | |||
Collateral for Letters of Credit | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted cash | 900,000 | $ 900,000 | |||
Collateral For Credit Card | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 200,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Customers Representing Greater than 10% of Accounts Receivable and Revenue (Detail) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 47.00% | ||
Revenue | Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 25.00% | ||
Revenue | Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 23.00% | ||
Revenue | Customer D | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 48.00% | ||
Revenue | Customer E | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 43.00% | ||
Revenue | Customer F | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 52.00% | ||
Revenue | Customer G | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 40.00% | ||
Accounts Receivable | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 49.00% | ||
Accounts Receivable | Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 41.00% | ||
Accounts Receivable | Customer E | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 94.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization Periods for Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Prototype | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Estimated Useful Life | Lesser of estimated useful life or remaining lease term |
Merger - Additional Information
Merger - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 23, 2015USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014shares | Jul. 31, 2015shares |
Business Acquisition [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Reverse stock split, description | July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock, collectively referred to as Capital Stock, and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split. | ||||
Reverse stock split, conversion ratio | 2.975 | ||||
Common stock, shares outstanding | 43,581,184 | 38,204,960 | |||
Common stock reserved for issuance | 10,822,328 | 9,833,252 | |||
Options to purchase shares granted to employees | 1,173,043 | 1,975,673 | 1,642,799 | ||
2008 Stock and 2015 Equity Incentive Plan | |||||
Business Acquisition [Line Items] | |||||
Percentage of common stock on diluted basis | 19.30% | ||||
Common stock reserved for issuance | 9,225,397 | ||||
2015 Equity Incentive Plan | |||||
Business Acquisition [Line Items] | |||||
Options to purchase shares granted to employees | 1,507,147 | ||||
2015 Employee Stock Purchase Plan | |||||
Business Acquisition [Line Items] | |||||
Common stock reserved for issuance | 285,621 | 667,670 | |||
Former Holders Of View Ray Technologies, Inc | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 34,715,582 | ||||
Percentage of stock owned by former stockholders | 72.70% | ||||
Convertible warrants | 128,231 | ||||
Percentage of common stock warrants on diluted basis | 0.30% | ||||
Placement Agents | |||||
Business Acquisition [Line Items] | |||||
Percentage of common stock on diluted basis | 0.40% | ||||
Common stock issued as warrants | 198,760 | ||||
Holders of Mirax | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 1,000,005 | ||||
Percentage of common stock on diluted basis | 2.10% | ||||
Private Placement | |||||
Business Acquisition [Line Items] | |||||
Private placement, value | $ | $ 26.3 | ||||
Private placement, common shares | 5,884,504 | ||||
Sales of share common stock, per share | $ / shares | $ 5 | ||||
Percentage of common stock on diluted basis | 12.30% | ||||
Private Placement | Investor | |||||
Business Acquisition [Line Items] | |||||
Private placement, value | $ | $ 17 | ||||
Private Placement | Share Holders of Mirax | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 1,000,005 | ||||
Private Placement | Majority Shareholder | |||||
Business Acquisition [Line Items] | |||||
Percentage of stock owned by former stockholders | 90.90% | ||||
Private Placement | Former Holders Of View Ray Technologies, Inc | |||||
Business Acquisition [Line Items] | |||||
Private placement, common shares | 3,400,003 | ||||
Private Placement | New Share Holders | |||||
Business Acquisition [Line Items] | |||||
Private placement, common shares | 2,484,501 | ||||
Blank Check Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.01 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 23,727 | $ 18,185 |
Less: accumulated depreciation and amortization | (12,167) | (10,879) |
Property and equipment, net | 11,560 | 7,306 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,405 | 6,492 |
Machine and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,807 | 7,128 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,621 | 1,532 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 368 | 350 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,028 | 832 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,498 | $ 1,851 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization | $ 1,600 | $ 1,100 | $ 853 |
Amortization of intangible assets | $ 115 | $ 168 | $ 167 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 616 | $ 604 |
Accumulated amortization | (519) | (404) |
Intangible assets, net | 97 | 200 |
License Cost | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 512 | 500 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 104 | $ 104 |
Balance Sheet Components - Su48
Balance Sheet Components - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
2,017 | $ 19 | |
2,018 | 19 | |
2,019 | 19 | |
2,020 | 19 | |
2,021 | 10 | |
Thereafter | 11 | |
Intangible assets, net | $ 97 | $ 200 |
Balance Sheet Components - Sc49
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 4,274 | $ 1,938 |
Accrued accounts payable | 1,202 | 1,880 |
Sales tax and medical device excise tax payable | 13 | 219 |
Accrued legal and accounting | 509 | 857 |
Other | 336 | 519 |
Total accrued liabilities | $ 6,334 | $ 5,413 |
Balance Sheet Components - Sc50
Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 10,433 | $ 5,961 |
Less: current portion of deferred revenue | (6,515) | (5,616) |
Noncurrent portion of deferred revenue | 3,918 | 345 |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 5,050 | 5,050 |
Services | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 1,561 | $ 911 |
Distribution Rights | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 3,822 |
Fair Value of Financial Instr51
Fair Value of Financial Instruments - Additional Information (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value Disclosures [Abstract] | |
Convertible preferred stock warrant liability | $ 93 |
Fair Value of Financial Instr52
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
2016 Placement Warrants Liability | $ 2,723 |
2016 Placement Warrants Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
2016 Placement Warrants Liability | 2,723 |
Level 3 | 2016 Placement Warrants Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
2016 Placement Warrants Liability | $ 2,723 |
Fair Value of Financial Instr53
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |||
Fair value, beginning of period | $ 138 | $ 158 | |
Issuance of 2016 Placement Warrants | $ 2,726 | ||
Change in fair value of Level 3 financial liabilities | (3) | (45) | (20) |
Conversion of convertible preferred stock warrants to common stock warrants | $ (93) | ||
Fair value, end of period | $ 2,723 | $ 138 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 26, 2015 | May 31, 2016 | Dec. 31, 2014 | Nov. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2008 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 6.00% | |||||||||
Warrant liability | $ 2,723,000 | |||||||||
Debt maturity date | Dec. 31, 2009 | |||||||||
Proceeds from issuance of convertible notes, net | $ 9,941,000 | |||||||||
Conversion of convertible notes into new Series C convertible preferred stock | 10,129,000 | |||||||||
Hercules Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount outstanding under the agreement | $ 15,000,000 | $ 15,000,000 | ||||||||
Maturity Date Range, End | Jun. 1, 2017 | |||||||||
Beginning period for interest payments | Jan. 1, 2015 | |||||||||
Frequency of Periodic Payment | Monthly principal and interest payments | |||||||||
Beginning period for interest payments | Jan. 31, 2014 | |||||||||
Unamortized debt discount | $ 466,000 | |||||||||
Exercisable from Issuance | 10 years | |||||||||
Exercisable after an IPO | 5 years | |||||||||
Warrant liability | $ 158,000 | |||||||||
Fair value of warrant assumption, expected term | 2 years | |||||||||
Fair value of warrant assumption, expected volatility | 30.00% | |||||||||
Fair value of warrant assumption, risk-free interest rate | 0.40% | |||||||||
Fair value of warrant assumption, expected dividend yield | 0.00% | |||||||||
Hercules Term Loan | Series C Convertible Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Vested and exercisable warrant to purchase | 128,231 | |||||||||
Exercise price | $ 5.84 | |||||||||
Hercules Term Loan | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 10.25% | 10.25% | ||||||||
Hercules Term Loan | First 12 months | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalty | 5.00% | |||||||||
Hercules Term Loan | Thereafter Until Maturity | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalty | 1.00% | |||||||||
Hercules Term Loan | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Spread on interest rate | 7.00% | |||||||||
Hercules Term Loan | Deferred Payment In-Kind Interest | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 1.50% | |||||||||
CRG Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount outstanding under the agreement | $ 45,000,000 | |||||||||
Frequency of Periodic Payment | Quarterly | |||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||
Current borrowing capacity | 30,000,000 | |||||||||
Remaining borrowing capacity | 20,000,000 | |||||||||
Required minimum gross revenue | 25,000,000 | |||||||||
Proceeds from term loan | 40,000,000 | |||||||||
Post Money Valuation Minimum Amount | 120,000,000 | |||||||||
Debt drawn | $ 30,000,000 | |||||||||
Debt maturity date | Jun. 26, 2020 | |||||||||
Line of credit facility, covenant terms | In March 2016, the Company and CRG executed an amendment to the original terms of the CRG Term Loan such that, with regard to the conditions for borrowing the remaining $20.0 million available under the CRG Term Loan, the Company may, at its election, draw down (i) an amount of either $10.0 million or $15.0 million in up to two advances upon achievement of a minimum of $15.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before March 31, 2016 and (ii) an additional $5.0 million (or $10.0 million, if the previous draw made was only in an amount of $10.0 million) upon achievement of a minimum of $25.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before December 31, 2016 and upon execution of the first sales contract of the Company’s second generation product. | |||||||||
Proceeds from draw down of debt | $ 15,000,000 | |||||||||
Facility fee | 7.00% | |||||||||
CRG Term Loan | Milestone One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Remaining borrowing capacity | $ 10,000,000 | |||||||||
Required minimum gross revenue | 15,000,000 | |||||||||
Debt drawn | 10,000,000 | |||||||||
CRG Term Loan | Milestone Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Remaining borrowing capacity | 5,000,000 | |||||||||
Required minimum gross revenue | 25,000,000 | |||||||||
Debt drawn | $ 15,000,000 | |||||||||
CRG Term Loan | First 12 months | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 12.50% | |||||||||
Prepayment penalty | 3.00% | |||||||||
Debt instrument cash interest rate percentage | 8.00% | |||||||||
Deferred payment in-kind interest rate | 4.50% | |||||||||
CRG Term Loan | After Year 1 but on or Before Year 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 12.50% | |||||||||
Prepayment penalty | 2.00% | |||||||||
Debt instrument cash interest rate percentage | 8.00% | |||||||||
Deferred payment in-kind interest rate | 4.50% | |||||||||
CRG Term Loan | After Year 2 but on or Before Year 3 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 12.50% | |||||||||
Prepayment penalty | 1.00% | |||||||||
CRG Term Loan | After Year 3 Thereafter Until Maturity | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalty | 0.00% | |||||||||
2014 Convertible Promissory Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 10,000,000 | |||||||||
Additional borrowing capacity | 1,500,000 | |||||||||
Proceeds from issuance of convertible notes, net | $ 6,100,000 | $ 3,900,000 | ||||||||
Interest rate | 8.00% | |||||||||
Maturity date | 2015-11 | |||||||||
Conversion of convertible notes into new Series C convertible preferred stock | $ 10,200,000 | |||||||||
Longer outstanding | 0 | $ 0 | ||||||||
Debt instrument available for issuance | $ 0 | |||||||||
2014 Convertible Promissory Notes | Series C Convertible Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt discount | $ 44,000 | $ 0 | $ 44,000 | $ 0 | ||||||
Stock issued convertible debt | 1,739,405 | 1,739,405 | ||||||||
Exercise price | $ 5.84 | $ 5.84 |
Debt - Scheduled Future Payment
Debt - Scheduled Future Payments on Term Loan (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term portion | $ 44,290 | $ 29,016 |
CRG Term Loan | ||
Debt Instrument [Line Items] | ||
2,017 | 3,926 | |
2,018 | 17,793 | |
2,019 | 29,082 | |
2,020 | 16,897 | |
Total future payments | 67,698 | |
Less: amount representing interest and end-of-term facility fee | (22,698) | |
Total principal amount | 45,000 | |
Less: unamortized debt discount | (710) | |
Carrying value of long-term debt | 44,290 | |
Less: current portion | 0 | |
Long-term portion | $ 44,290 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Lease Agreements (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,017 | $ 1,106 |
2,018 | 963 |
2,019 | 823 |
Total future minimum payments | $ 2,892 |
Commitments and Contingencies57
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense | $ 1,300,000 | $ 1,300,000 | $ 683,000 |
Purchase commitments | $ 0 | $ 0 |
Licensing Agreement- Additional
Licensing Agreement- Additional Information (Detail) - Licensing Agreements - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2004 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Licenses Agreements [Line Items] | |||||
Common Stock granted in exchange for licensing | 33,652 | ||||
Milestone description | ViewRay Technologies, Inc. met all of the product development and commercialization milestones at December 31, 2013 and started to make quarterly royalty payments in 2014. | ||||
Percentage of royalty payment based on net sale | 1.00% | ||||
Cost of Sales | |||||
Licenses Agreements [Line Items] | |||||
Royalty Expense | $ 206,000 | $ 49,000 | $ 63,000 | ||
General and Administrative | |||||
Licenses Agreements [Line Items] | |||||
Royalty Expense | $ 57,000 | $ 102,000 | $ 137,000 | ||
Minimum | |||||
Licenses Agreements [Line Items] | |||||
Quarterly royalty payment | $ 50,000 |
Grant Revenue - Additional Info
Grant Revenue - Additional Information (Detail) - USD ($) | Jul. 31, 2010 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2008 |
Deferred Revenue Disclosure [Abstract] | ||||
Maximum borrowing capacity under the agreement | $ 800,000 | |||
Stated interest rate | 6.00% | |||
Debt maturity date | Dec. 31, 2009 | |||
Debt description | Under the terms of the loan agreement, the lender may forgive $240 thousand if the Company meets certain permanent job creation requirements within the State of Ohio. In July 2010, $560 thousand of principal and accrued interest through the loan maturity date were repaid. In September 2015, the remaining $240 thousand was forgiven and was recognized as grant revenue during the year ended December 31, 2015. | |||
Repayment of debt | $ 560,000 | |||
Grants awarded from state of Ohio | $ 240,000 |
Distribution Agreement - Additi
Distribution Agreement - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2015USD ($)$ / shares | Jan. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)Installment$ / shares | Dec. 31, 2016USD ($) | Aug. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Marketing Agreement [Line Items] | ||||||
Customer deposits | $ 19,400 | $ 12,763 | ||||
Distribution fee reclassified to deferred revenue | 10,433 | 5,961 | ||||
Series C Convertible Preferred Stock | ||||||
Marketing Agreement [Line Items] | ||||||
Stock issued value | $ 15,000 | $ 950 | ||||
Stock price | $ / shares | $ 5.84 | $ 5.84 | ||||
Distribution Rights | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fee reclassified to deferred revenue | $ 3,822 | |||||
Itochu Corporation Agreement | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fees | $ 4,000 | |||||
Number of installments | Installment | 3 | |||||
Remaining term of distribution agreement | 8 years 6 months | |||||
Distribution agreement term | 10 years | |||||
Itochu Corporation Agreement | Series C Convertible Preferred Stock | ||||||
Marketing Agreement [Line Items] | ||||||
Stock issued value | $ 5,200 | |||||
Stock price | $ / shares | $ 5.84 | |||||
Itochu Corporation Agreement | Distribution Rights | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fee reclassified to deferred revenue | $ 4,000 | $ 4,000 | ||||
Itochu Corporation Agreement | First Installment | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fees | $ 1,000 | |||||
Customer deposits | 1,000 | |||||
Itochu Corporation Agreement | Second Installment | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fees | 1,000 | |||||
Customer deposits | $ 1,000 | |||||
Itochu Corporation Agreement | Third Installment | ||||||
Marketing Agreement [Line Items] | ||||||
Distribution fees | $ 2,000 | |||||
Customer deposits | $ 2,000 |
Common Stock Reserved for Iss61
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 10,822,328 | 9,833,252 |
Shares available for future stock option grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 2,168,391 | 3,166,968 |
ESPP shares available for issuance | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 667,670 | 285,621 |
Warrant to purchase common stock | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,707,736 | 326,991 |
Options To Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 6,127,291 | 6,053,672 |
Shares issuable upon settlement of restricted stock units outstanding | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 151,240 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Convertible Preferred Stock [Line Items] | |||||||
Number of convertible preferred stock converted to common stock | 30,381,987 | ||||||
Preferred stock conversion rate | 100.00% | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Series C Convertible Preferred Stock | |||||||
Convertible Preferred Stock [Line Items] | |||||||
Convertible preferred stock, shares issued | 2,564,652 | 162,407 | 2,619,951 | ||||
Issuance of convertible preferred stock | $ 15,000 | $ 950 | |||||
Stock price | $ 5.84 | $ 5.84 | |||||
Series C Convertible Preferred Stock | 2014 Convertible Promissory Notes | |||||||
Convertible Preferred Stock [Line Items] | |||||||
Stock issued convertible debt | 1,739,405 | 1,739,405 | |||||
Series C Convertible Preferred Stock | Itochu Corporation Agreement | |||||||
Convertible Preferred Stock [Line Items] | |||||||
Convertible preferred stock, shares issued | 880,546 | ||||||
Issuance of convertible preferred stock | $ 5,200 | ||||||
Stock price | $ 5.84 | $ 5.84 | |||||
Convertible Preferred Stock | |||||||
Convertible Preferred Stock [Line Items] | |||||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 22, 2016 | Sep. 30, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 23, 2015 |
Convertible Preferred Stock Warrants [Line Items] | ||||||||
Change in the fair value of the warrant | $ 3 | $ 45 | $ 20 | |||||
Convertible preferred stock warrant liability | 93 | $ 93 | ||||||
2016 Placement Warrants Liability | 2,723 | |||||||
2016 Placement Warrants | ||||||||
Convertible Preferred Stock Warrants [Line Items] | ||||||||
Warrants issued | 1,380,745 | |||||||
Exercise price | $ 0.125 | |||||||
Common stock warrants, expiry term | 7 years | |||||||
Private placement, common shares | 4,602,506 | |||||||
Sales of share common stock, per share | $ 2.95 | |||||||
Private placement, value | $ 13,200 | |||||||
Gross proceeds from Issuance of Private Placement | $ 13,800 | |||||||
Fair value of warrants upon issuance under Private Placement | $ 2,700 | |||||||
Expected term (in years) | 7 years | 6 years 8 months 12 days | ||||||
Expected volatility | 61.60% | 63.60% | ||||||
Risk-free interest rate | 1.40% | 2.30% | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Gain related to change in fair value | $ 3 | |||||||
2016 Placement Warrants Liability | 2,700 | |||||||
Common Stock Warrant | ||||||||
Convertible Preferred Stock Warrants [Line Items] | ||||||||
Estimated fair value of the warrants issued to placement agents | $ 316 | |||||||
Expected term (in years) | 5 years | |||||||
Expected volatility | 31.80% | |||||||
Risk-free interest rate | 1.60% | |||||||
Expected dividend yield | 0.00% | |||||||
Common Stock Warrant | Insiders | ||||||||
Convertible Preferred Stock Warrants [Line Items] | ||||||||
Warrants issued | 198,760 | 198,760 | ||||||
Exercise price | $ 5 | $ 5 | ||||||
Common stock warrants, expiry term | 5 years | 5 years | ||||||
Term Loan | Series C Convertible Preferred Stock | ||||||||
Convertible Preferred Stock Warrants [Line Items] | ||||||||
Warrants issued | 128,231 | 128,231 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions to Use Option-Pricing Model (Detail) | Aug. 22, 2016 | Jul. 23, 2015 | Dec. 31, 2016 |
2016 Placement Warrants | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Expected term (in years) | 7 years | 6 years 8 months 12 days | |
Expected volatility | 61.60% | 63.60% | |
Risk-free interest rate | 1.40% | 2.30% | |
Expected dividend yield | 0.00% | 0.00% | |
Series Convertible Preferred Stock Warrant | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Expected term (in years) | 5 years | ||
Expected volatility | 31.80% | ||
Risk-free interest rate | 1.70% | ||
Expected dividend yield | 0.00% | ||
Common Stock Warrant | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Expected term (in years) | 5 years | ||
Expected volatility | 31.80% | ||
Risk-free interest rate | 1.60% | ||
Expected dividend yield | 0.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2015 | Jul. 23, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock option grant, description | Options granted may be either incentive stock options or nonstatutory stock options. | ||||||
Common stock reserved for issuance | 10,822,328 | 10,822,328 | 9,833,252 | ||||
Grant date fair value of options vested, per share | $ 2.72 | $ 3.13 | $ 0.42 | ||||
Grant date fair value of options vested | $ 2,400,000 | $ 782,000 | $ 339,000 | ||||
Aggregate intrinsic value of option exercised | 2,300,000 | ||||||
Unrecognized compensation cost | $ 5,400,000 | $ 5,400,000 | |||||
Weighted average period for recognition of compensation costs | 2 years 10 months 24 days | ||||||
RSUs Granted | 151,240 | ||||||
Stock based compensation expenses | $ 2,907,000 | 1,066,000 | 318,000 | ||||
Stock-based compensation expense capitalized | 0 | 0 | 0 | ||||
General and Administrative Expenses | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 2,194,000 | $ 754,000 | $ 218,000 | ||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 151,240 | 151,240 | |||||
Weighted average grant date fair value of RSUs granted | $ 3.52 | ||||||
Restricted Stock Units (RSUs) | General and Administrative Expenses | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 532,000 | ||||||
Restricted Stock Units (RSUs) | Board of Directors | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 112,578 | ||||||
Restricted Stock Units (RSUs) | Executive Officers | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 18,017 | ||||||
Restricted Stock Units (RSUs) | Consultant | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 20,645 | ||||||
Two Thousand Eight Stock Option Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period of stock option plan | 10 years | ||||||
Exercisable period of stock option plan | 4 years | ||||||
Two Thousand Eight Stock Option Plan | Nonstatutory Options | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price of fair value of common stock, percentage | 85.00% | ||||||
Two Thousand Eight Stock Option Plan | Ten Percent Stockholder | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period of stock option plan | 5 years | ||||||
Two Thousand Eight and Two Thousand Fifteen Stock Option Plan | Ten Percent Stockholder | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price of fair value of common stock, percentage | 110.00% | ||||||
2015 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 667,670 | 285,621 | |||||
Shares issued under ESPP | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Company's Stock Option Activity and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares Available for Grant | ||||
Shares Available for Grant, Beginning balance | 3,166,968 | 295,101 | 1,848,367 | |
Shares Available for Grant, Additional authorized | 4,708,447 | |||
Shares Available for Grant, Granted | (1,173,043) | (1,975,673) | (1,642,799) | |
Shares Available for Grant, Cancelled | 325,706 | 139,093 | 89,533 | |
Shares Available for Grant, RSUs Granted | (151,240) | |||
Shares Available for Grant, Ending balance | 2,168,391 | 3,166,968 | 295,101 | 1,848,367 |
Number of Stock Options Outstanding | ||||
Number of Stock Options Outstanding, Beginning balance | 6,053,672 | 4,248,519 | 2,723,573 | |
Number of Stock Options Outstanding, Granted | 1,173,043 | 1,975,673 | 1,642,799 | |
Number of Stock Options Outstanding, Exercised | (773,718) | (31,427) | (28,320) | |
Number of Stock Options Outstanding, Cancelled | (325,706) | (139,093) | (89,533) | |
Number of Stock Options Outstanding, Ending balance | 6,127,291 | 6,053,672 | 4,248,519 | 2,723,573 |
Number of Stock Options Outstanding, Vested and exercisable | 3,608,258 | |||
Number of Stock Options Outstanding, Vested and expected to vest | 5,901,120 | |||
Weighted- Average Exercise Price | ||||
Weighted- Average Exercise Price, Beginning balance | $ 2.13 | $ 0.76 | $ 0.71 | |
Weighted- Average Exercise Price, Granted | 4.20 | 5.03 | 0.84 | |
Weighted- Average Exercise Price, Exercised | 0.70 | 0.76 | 0.73 | |
Weighted- Average Exercise Price, Cancelled | 4.31 | 1.46 | 0.74 | |
Weighted- Average Exercise Price, Ending balance | 2.60 | $ 2.13 | $ 0.76 | $ 0.71 |
Weighted- Average Exercise Price, Vested and exercisable | 1.66 | |||
Weighted- Average Exercise Price, Vested and expected to vest | $ 2.55 | |||
Weighted- Average Remaining Contractual Life (Years) | ||||
Options Outstanding, Weighted- Average Remaining Contractual Life (Years) | 7 years 3 months 18 days | 7 years 7 months 6 days | 7 years 8 months 12 days | 7 years 8 months 12 days |
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable | 6 years 4 months 24 days | |||
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 3 months 18 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 7,800 | $ 20,605 | $ 8,343 | $ 138 |
Aggregate Intrinsic Value, Vested and exercisable | 6,711 | |||
Aggregate Intrinsic Value, Vested and expected to vest | $ 7,688 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Options at Grant Date (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected term (in years) | 6 years | 5 years 10 months 24 days | 5 years 8 months 12 days |
Expected volatility (%) | 67.10% | 68.70% | 50.70% |
Risk-free interest rate (%) | 1.30% | 1.80% | 1.80% |
Expected dividend yield (%) | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Su68
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,907 | $ 1,066 | $ 318 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 593 | 262 | 85 |
Selling and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 120 | 50 | 15 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,194 | $ 754 | $ 218 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Expected income tax benefit at the federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal benefit | 0.00% | (0.80%) | 3.70% |
Change in effective tax rate | 0.00% | (0.90%) | 1.30% |
Non-deductible items and other | (0.70%) | (0.50%) | 0.40% |
Federal and state credits | 0.60% | (0.70%) | 1.20% |
Change in valuation allowance | (33.90%) | (31.10%) | (40.60%) |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets, Net [Abstract] | ||
Net operating loss carryforwards | $ 75,036 | $ 60,979 |
Research and development tax credits | 2,131 | 1,731 |
Reserves and accruals | 1,791 | 966 |
Other | 4,594 | 2,433 |
Total deferred tax assets | 83,552 | 66,109 |
Valuation allowance | $ (83,552) | $ (66,109) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Deferred Tax Valuation allowance increase | $ 17,400 | $ 14,000 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 210,400 | |
Operating loss carryforwards, expiration date | Dec. 31, 2024 | |
Federal [Member] | Research Tax Credit Carryforward | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | $ 2,900 | |
Tax credit carryforwards, expiration date | Dec. 31, 2024 | |
State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 131,100 | |
Tax credit carryforwards | $ 255 | |
Operating loss carryforwards, expiration date | Dec. 31, 2019 | |
Tax credit carryforwards, expiration date | Dec. 31, 2024 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit, beginning of period | $ 742 | |
Gross increases — current year tax positions | 198 | $ 130 |
Gross increases — prior year tax positions | 612 | |
Unrecognized tax benefit, end of period | $ 940 | $ 742 |
Employee Benefits - Additional
Employee Benefits - Additional information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Description of Defined Contribution Plan | The Company has a 401(k) Plan which covers its eligible employees. The 401(k) Plan permits the participants to defer a portion of their compensation in accordance with the provisions of Section 401(k) of the IRC. At its discretion, the Company can match a portion of the participants’ contributions or make profit-sharing contributions | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Company's Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (50,636) | $ (44,995) | $ (33,800) |
Deemed capital contribution on repurchase of Series A preferred stock | 9 | ||
Net loss attributable to common stockholders | $ (50,636) | $ (44,995) | $ (33,791) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 40,068,307 | 17,432,434 | 892,315 |
Net loss per share, basic and diluted | $ (1.26) | $ (2.58) | $ (37.87) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 16,558,330 | 25,078,396 | |
Options To Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 6,181,015 | 5,032,768 | 3,766,704 |
Convertible Preferred Stock Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 71,318 | 128,231 | |
Common Stock Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 804,248 | 142,513 | |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 33,835 |
Segment and Geographic Inform76
Segment and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment and Geographic Inform77
Segment and Geographic Information - Summary of Revenue by Geographic Area on the Customers' Location (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 22,237 | $ 10,390 | $ 6,399 |
Reportable Geographical Components | United States | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 1,106 | 5,332 | $ 6,399 |
Reportable Geographical Components | Japan | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 10,375 | ||
Reportable Geographical Components | Netherlands | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 5,486 | ||
Reportable Geographical Components | Italy | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 5,088 | ||
Reportable Geographical Components | Korea | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 182 | 4,988 | |
Reportable Geographical Components | Rest of World | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 70 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 13, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Gross proceeds from issuance of common stock | $ 13,750,000 | $ 29,447,000 | ||
2017 Private Placement Common Stock Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period | 10,323,101 | |||
Warrants to purchase common stock, shares | 1,720,512 | |||
Gross proceeds from issuance of common stock | $ 26,100,000 | |||
Warrant exercise price | $ 3 | |||
Warrant exercisable period | 6 months | |||
Warrant expiration period | 7 years | |||
At-The-Market Offering Program | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Average market price per share | $ 5.64 | |||
Aggregate gross proceeds from issuance of common stock | $ 21,900,000 | |||
Directors and/or Officers | 2017 Private Placement Common Stock Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 3.17 | |||
Common Stock | 2017 Private Placement Common Stock Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period | 8,602,589 | |||
Common Stock | At-The-Market Offering Program | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period | 3,900,000 | |||
Maximum | At-The-Market Offering Program | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Maximum common stock saleable value | $ 25,000,000 |