Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 03, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | ViewRay, Inc. | ||
Entity Central Index Key | 0001597313 | ||
Document Type | 10-K | ||
Trading Symbol | VRAY | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 147,440,028 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-37725 | ||
Entity Tax Identification Number | 42-1777485 | ||
Entity Address, Address Line One | 2 Thermo Fisher Way | ||
Entity Address, City or Town | Oakwood Village | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44146 | ||
City Area Code | (440) | ||
Local Phone Number | 703-3210 | ||
Title of 12(b) Security | Common Stock | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 650,491,891 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of Shareholders to be held in 2020 are incorporated by reference in Part III of this Form 10-K where indicated. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 226,783 | $ 167,432 |
Accounts receivable | 16,817 | 36,867 |
Inventory | 55,031 | 49,462 |
Deposits on purchased inventory | 6,457 | 8,142 |
Deferred cost of revenue | 3,466 | 9,736 |
Prepaid expenses and other current assets | 3,310 | 6,045 |
Total current assets | 311,864 | 277,684 |
Property and equipment, net | 23,399 | 13,958 |
Restricted cash | 1,404 | 1,933 |
Intangible assets, net | 55 | 0 |
Right-of-use assets | 11,720 | 0 |
Other assets | 1,577 | 1,395 |
TOTAL ASSETS | 350,019 | 294,970 |
Current liabilities: | ||
Accounts payable | 13,739 | 10,207 |
Accrued liabilities | 21,390 | 9,983 |
Customer deposits | 9,662 | 19,968 |
Operating lease liability, current | 2,264 | 0 |
Current portion of long-term debt | 1,556 | 0 |
Deferred revenue, current portion | 10,457 | 13,731 |
Total current liabilities | 59,068 | 53,889 |
Deferred revenue, net of current portion | 3,553 | 5,744 |
Long-term debt | 53,995 | 55,364 |
Warrant liability | 5,373 | 11,844 |
Operating lease liability, noncurrent | 10,479 | 0 |
Other long-term liabilities | 1,377 | 820 |
TOTAL LIABILITIES | 133,845 | 127,661 |
Commitments and contingencies (Note 6) | 0 | 0 |
Stockholders’ equity: | ||
Convertible preferred stock, par value $0.01 per share; 10,000,000 shares authorized at December 31, 2019 and 2018; no shares issued and outstanding at December 31, 2019 and 2018 | 0 | 0 |
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at December 31, 2019 and 2018; 147,191,695 and 96,332,023 shares issued and outstanding at December 31, 2019 and 2018 | 1,462 | 952 |
Additional paid-in capital | 733,888 | 565,334 |
Accumulated deficit | (519,176) | (398,977) |
TOTAL STOCKHOLDERS’ EQUITY | 216,174 | 167,309 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 350,019 | $ 294,970 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 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 per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 147,191,695 | 96,332,023 |
Common stock, shares outstanding | 147,191,695 | 96,332,023 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 87,782 | $ 80,962 | $ 34,042 |
Cost of revenue: | |||
Total cost of revenue | 93,260 | 74,359 | 27,710 |
Gross margin | (5,478) | 6,603 | 6,332 |
Operating expenses: | |||
Research and development | 23,794 | 16,520 | 14,709 |
Selling and marketing | 25,806 | 15,062 | 8,412 |
General and administrative | 65,717 | 50,113 | 31,375 |
Total operating expenses | 115,317 | 81,695 | 54,496 |
Loss from operations | (120,795) | (75,092) | (48,164) |
Interest income | 1,721 | 8 | 5 |
Interest expense | (4,327) | (7,701) | (7,247) |
Other income (expense), net | 3,202 | 6,389 | (16,770) |
Loss before provision for income taxes | (120,199) | (76,396) | (72,176) |
Provision for income taxes | 0 | 0 | 0 |
Net loss and comprehensive loss | (120,199) | (76,396) | (72,176) |
Amortization of beneficial conversion feature related to Series A convertible preferred stock | 0 | (2,728) | 0 |
Net loss attributable to common stockholders, basic and diluted | $ (120,199) | $ (79,124) | $ (72,176) |
Net loss per share, basic and diluted | $ (1.18) | $ (0.98) | $ (1.23) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 102,001,954 | 81,123,140 | 58,457,868 |
Product | |||
Revenue: | |||
Total revenue | $ 79,504 | $ 76,626 | $ 30,458 |
Cost of revenue: | |||
Total cost of revenue | 80,446 | 66,522 | 25,488 |
Service | |||
Revenue: | |||
Total revenue | 7,803 | 3,861 | 3,109 |
Cost of revenue: | |||
Total cost of revenue | 12,814 | 7,837 | 2,222 |
Distribution Rights | |||
Revenue: | |||
Total revenue | $ 475 | $ 475 | $ 475 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Private Placement | Direct Registered Offering | At The Market Offering Program | Public Offering | Convertible Preferred Stock | Convertible Preferred StockDirect Registered Offering | Additional Paid-in Capital | Additional Paid-in CapitalPrivate Placement | Additional Paid-in CapitalDirect Registered Offering | Additional Paid-in CapitalAt The Market Offering Program | Additional Paid-in CapitalPublic Offering | Additional Paid-in CapitalConvertible Preferred Stock | Additional Paid-in CapitalConvertible Preferred StockDirect Registered Offering | Common Stock | Common StockPrivate Placement | Common StockDirect Registered Offering | Common StockAt The Market Offering Program | Common StockPublic Offering | Accumulated Deficit | Accumulated DeficitDirect Registered Offering |
Balance at Dec. 31, 2016 | $ (43,653) | $ 203,598 | $ 426 | $ (247,677) | |||||||||||||||||
Balance, shares at Dec. 31, 2016 | 43,581,184 | ||||||||||||||||||||
Issuance of common stock from option exercises | 665 | 661 | $ 4 | ||||||||||||||||||
Issuance of common stock from option exercises, shares | 420,377 | ||||||||||||||||||||
Issuance of common stock from releases of restricted stock units, shares | 57,626 | ||||||||||||||||||||
Stock-based compensation | 5,319 | 5,319 | |||||||||||||||||||
Issuance of common stock, value | $ 22,616 | $ 49,860 | $ 38,979 | $ 22,530 | $ 49,776 | $ 38,913 | $ 86 | $ 84 | $ 66 | ||||||||||||
Issuance of common stock, shares | 8,602,589 | 8,382,643 | 6,575,062 | ||||||||||||||||||
Issuance of common stock from warrant exercises | 103 | 103 | |||||||||||||||||||
Issuance of common stock from warrant exercises, shares | 34,493 | ||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 274 | 274 | |||||||||||||||||||
Net loss | (72,176) | (72,176) | |||||||||||||||||||
Balance at Dec. 31, 2017 | 1,987 | 321,174 | $ 666 | (319,853) | |||||||||||||||||
Balance, shares at Dec. 31, 2017 | 67,653,974 | ||||||||||||||||||||
Issuance of common stock from option exercises | 5,285 | 5,259 | $ 26 | ||||||||||||||||||
Issuance of common stock from option exercises, shares | 2,608,812 | ||||||||||||||||||||
Issuance of common stock from releases of restricted stock units, shares | 59,437 | ||||||||||||||||||||
Stock-based compensation | 14,169 | 14,169 | |||||||||||||||||||
Issuance of common stock, value | 30,093 | $ 272 | $ 161,869 | 30,052 | $ 272 | $ 161,682 | $ 41 | $ 187 | |||||||||||||
Issuance of common stock, shares | 4,090,000 | 33,097 | 18,648,649 | ||||||||||||||||||
Issuance of preferred Series A stock upon direct registered offering, value | 22,207 | $ 30 | 2,728 | $ 22,177 | $ (2,728) | ||||||||||||||||
Issuance of preferred Series A stock upon direct registered offering, share | 3,000,581 | ||||||||||||||||||||
Issuance of common stock warrants in connection with direct registered offering | $ 6,623 | $ 6,623 | |||||||||||||||||||
Conversion of Series A preferred stock into common stock, value | $ (30) | 22,177 | $ (22,177) | $ 30 | |||||||||||||||||
Conversion of Series A preferred stock into common stock, share | (3,000,581) | 3,000,581 | |||||||||||||||||||
Issuance of common stock from warrant exercises | 3 | 1 | $ 2 | ||||||||||||||||||
Issuance of common stock from warrant exercises, shares | 237,473 | ||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 1,197 | 1,197 | |||||||||||||||||||
Net loss | (76,396) | (76,396) | |||||||||||||||||||
Balance at Dec. 31, 2018 | 167,309 | 565,334 | $ 952 | (398,977) | |||||||||||||||||
Balance, shares at Dec. 31, 2018 | 96,332,023 | ||||||||||||||||||||
Issuance of common stock from option exercises | $ 9,641 | 9,618 | $ 23 | ||||||||||||||||||
Issuance of common stock from option exercises, shares | 2,219,251 | 2,219,251 | |||||||||||||||||||
Issuance of common stock from releases of restricted stock units | (4) | $ 4 | |||||||||||||||||||
Issuance of common stock from releases of restricted stock units, shares | 393,722 | ||||||||||||||||||||
Tax withholding paid on behalf of employees for stock-based awards | $ (2,410) | (2,410) | |||||||||||||||||||
Stock-based compensation | 19,444 | 19,444 | |||||||||||||||||||
Issuance of common stock, value | $ 138,413 | $ 137,935 | $ 478 | ||||||||||||||||||
Issuance of common stock, shares | 0 | 47,782,500 | |||||||||||||||||||
Issuance of common stock from warrant exercises | (5) | $ 5 | |||||||||||||||||||
Issuance of common stock from warrant exercises, shares | 464,199 | ||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 3,976 | 3,976 | |||||||||||||||||||
Net loss | (120,199) | (120,199) | |||||||||||||||||||
Balance at Dec. 31, 2019 | $ 216,174 | $ 733,888 | $ 1,462 | $ (519,176) | |||||||||||||||||
Balance, shares at Dec. 31, 2019 | 147,191,695 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Private Placement | |||
Offering cost | $ 111 | ||
Direct Registered Offering | |||
Offering cost | $ 177 | 81 | |
Public Offering | |||
Offering cost | $ 11,146 | 10,631 | |
At The Market Offering Program | |||
Offering cost | $ 6 | $ 1,147 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (120,199) | $ (76,396) | $ (72,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,655 | 3,499 | 2,197 |
Stock-based compensation | 19,445 | 14,169 | 5,319 |
Accretion on asset retirement obligation | 43 | 33 | 40 |
Change in fair value of warrant liability | (2,496) | (9,379) | 16,598 |
Loss on disposal of property and equipment | 3 | 3 | 9 |
Inventory lower of cost and net realizable value adjustment | 0 | 340 | 911 |
Amortization of debt discount and interest accrual | 703 | 3,628 | 3,321 |
Loss on debt extinguishment | 0 | 2,416 | 0 |
Product upgrade reserve | 3,794 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 20,050 | (16,541) | (16,126) |
Inventory | (5,951) | (32,214) | (12,329) |
Deposits on purchased inventory | 1,685 | (1,099) | (4,521) |
Deferred cost of revenue | 1,755 | 3,500 | (9,787) |
Prepaid expenses and other assets | 2,963 | (2,343) | (2,044) |
Accounts payable | 2,759 | (870) | 6,309 |
Accrued expenses and other long-term liabilities | 6,995 | (9,174) | 850 |
Customer deposits and deferred revenue | (15,771) | (1,766) | 11,376 |
Net cash used in operating activities | (79,567) | (122,194) | (70,053) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (7,760) | (3,685) | (2,163) |
Purchase of intangible and other assets | (57) | 0 | 0 |
Net cash used in investing activities | (7,817) | (3,685) | (2,163) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from draw down of long-term debt, gross | 0 | 56,000 | 0 |
Payment of debt issuance costs | (168) | (468) | 0 |
Payment of long-term debt | 0 | (45,000) | 0 |
Payment on debt extinguishment fee | 0 | (172) | 0 |
Proceeds from common stock private placement, gross | 0 | 0 | 26,100 |
Proceeds from the exercise of stock options | 9,641 | 5,285 | 665 |
Proceeds from the exercise of warrants | 0 | 3 | 103 |
Payments for taxes related to net share settlement of equity awards | (2,410) | 0 | 0 |
Net cash provided by financing activities | 146,206 | 236,712 | 115,407 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 58,822 | 110,833 | 43,191 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — BEGINNING OF PERIOD | 169,365 | 58,532 | 15,341 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD | 228,187 | 169,365 | 58,532 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 3,954 | 11,161 | 3,925 |
Cash paid for taxes | 19 | 0 | 1 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Fair value of common stock warrants reclassed from liability to additional paid-in capital upon exercise | 3,975 | 1,197 | 274 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,647 | 0 | 0 |
Transfer of property and equipment from inventory | 4,897 | 2,247 | 125 |
Purchase of property and equipment in accounts payable and accrued expenses | 657 | 157 | 96 |
Offering costs included in accounts payable and accrued expenses | 730 | 168 | 0 |
Public Offering | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from offering of common stock, gross | 149,559 | 172,500 | 0 |
Payment of offering costs related to common stock issuance | (10,416) | (10,631) | 0 |
Private Placement | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payment of offering costs related to common stock issuance | 0 | 0 | (300) |
At The Market Offering Program | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from offering of common stock, gross | 0 | 278 | 40,126 |
Payment of offering costs related to common stock issuance | 0 | (6) | (1,147) |
Direct Registered Offering | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from offering of common stock, gross | 0 | 59,100 | 49,941 |
Payment of offering costs related to common stock issuance | $ 0 | $ (177) | $ (81) |
Background and Organization
Background and Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background and Organization | 1. Background and Organization ViewRay, Inc., or ViewRay or the Company, and its wholly-owned subsidiary ViewRay Technologies, Inc., designs, manufactures and markets MRIdian, an MR Image-Guided radiation therapy system to simultaneously image and treat cancer patients. Since inception, ViewRay Technologies, Inc. has devoted substantially all of its efforts towards research and development, initial selling and marketing activities, raising capital and the manufacturing, shipment and installation of MRIdian systems. In May 2012, ViewRay Technologies, Inc. was granted clearance from the FDA, to sell MRIdian with Cobalt-60. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian with Cobalt-60 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-60 in the European Economic Area since November 2014. In September 2016, the Company received the rights to affix the CE mark to MRIdian Linac, and in February 2017, the Company received 510(k) clearance from the FDA to market MRIdian Linac. 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 public and private share offerings and available borrowings under its term loan agreement, as well as cash receipts from its sales of MRIdian systems. These have historically been sufficient to meet working capital needs, capital expenditures, and debt service obligations. During the year ended December 31, 2019, the Company incurred a net loss from operations of $120.2 million and used cash in operations of $79.6 million. The Company believes that its existing cash balance of $226.8 million as of December 31, 2019, together with anticipated cash proceeds from sales of MRIdian systems will be 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, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. GAAP, and pursuant to the rules and regulations 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. Effective January 1, 2019, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 842, or Topic 842, Leases, Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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 multiple performance obligations within an arrangement, 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 these 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, 2019 and 2018, the Company had an aggregate of $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, 2019 and 2018, no amounts were drawn on the letters of credit. The restricted cash balance as of December 31, 2019 and 2018 also includes collateral of $0.5 million and $1.0 million, respectively, for credit card accounts. 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 were derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2019 2018 2017 2019 2018 Customer A 16% 34% Customer B 17% 25% Customer C 15% Customer D 23% Customer E 22% Customer F 19% Customer G 16% Customer H 14% 15% Customer I 17% Customer J 16% Customer K 14% Customer L 10% 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. There was no allowance for doubtful accounts recorded at December 31, 2019 and 2018. 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, accrued liabilities current portion of long-term debt 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 its 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 net realizable 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. 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. There was no lower of cost and net realizable value adjustment during the year ended December 31, 2019. The Company recorded an inventory lower of cost and net realizable value adjustment of $0.3 million and $0.9 million during the years ended December 31, 2018 and 2017, respectively. The Company records inventory items which have been paid for but not yet received and for which 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, 2019, 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. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over the 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. Demonstration units, which are the Company products used for demonstration purpose for customers and/or potential customers, and generally not intended to be sold, are amortized using the straight-line method. Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 – 10 years Machinery and equipment 3 – 15 years Furniture and fixture 5 – 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities, current and noncurrent, on our consolidated balance sheets. We currently do not have any finance lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include an option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Asset Retirement Obligations In connection with two lease agreements and subsequent amendments, the Company has a legal obligation to remove long-lived assets constructed on the leased properties and to restore the leased properties to their original condition. The Company records the fair value of the asset retirement obligation in the period in which it is incurred. The fair value is measured based upon the present value of the expected future payments at inception and remeasured upon the extension of the respective lease agreement. 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 at inception and remeasured upon the lease extension, when applicable. At December 31, 2019, the Company had outstanding asset retirement obligations of $0.9 million, which was included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2019, 2018 and 2017, the Company recognized accretion expenses of $43 thousand, $33 thousand and $40 thousand in the accompanying statements of operations and comprehensive loss. 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, 2019, 2018 and 2017. Revenue Recognition The Company derives revenues primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenues from Contracts with Customers, • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. In all sales arrangements, revenues are recognized when control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For sales of MRIdian systems, beginning in the second quarter of 2019, the Company determined that the MRIdian system and installation of the MRIdian system, which had previously been one performance obligation, are now two performance obligations as they are capable of being distinct and are distinct within the context of the system contracts. This change occurred due primarily to changes in facts and circumstances, whereby there are now readily available resources outside the Company that can perform the system installations. For sales of the related support and maintenance services, a time-elapsed method is used to measure progress toward complete satisfaction of performance obligations and service revenue is recognized ratably over the service contract term, which is typically 12 months. Additional details regarding revenue recognition are included in the section entitled “Notes to Consolidated Financial Statements – Note 7 – Revenue” in the consolidated financial statements included elsewhere in this Form 10-K. 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, 2019 or 2018, 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 to estimate the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective assumptions, including the options’ expected term and the price volatility of the underlying stock 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, 2019 and 2018, the Company had $2.1 million and $3.9 million, respectively, in deferred commissions recorded as part of prepaid expenses and other current assets on the 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 Certain warrants to purchase common stock provide for cash settlement in the event of a change in control, and are recorded 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. Any changes in fair value are recognized in the consolidated statements of operations and comprehensive loss as other income (expense), 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 attributable to common stockholders per share is calculated by dividing net loss 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 diluted net loss per share 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, stock options, restricted stock units and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Recent Accounting Pronouncements In August 2018, the FASB issued Accounting Standard Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 provides several optional practical expedients in transition. The Company elected to use the package of practical expedients permitted under the transition guidance, which allows the Company not to reassess its prior conclusions about lease identification, lease classification and initial direct costs for any leases that existed prior to January 1, 2019. The Company did not elect to use the other practical expedients provided. Upon adoption, the Company recognized the right-of-use assets and operating lease liabilities totaling approximately $11.9 million and $12.6 million, respectively, to reflect the present value of remaining lease payments under existing lease arrangements with no impact to the opening balance of retained deficit as a result of adoption. The difference between the leased assets and lease liabilities represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the leased assets. In determining the present value of lease payments, the Company uses the rate implicit in the lease or when such rate is not readily available, we utilize our incremental borrowing rate based on the information available at the lease commencement date. Lease expense is recognized on a straight-line basis over the expected lease term. In determining the expected lease term, the Company may include options to extend or terminate the lease when it is reasonably certain that it will exercise any such option. For more information on the impact of adoption and the disclosures required by the new standard, refer to Note 6, Commitments and Contingencies. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Property and Equipment, Net Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Prototype $ 16,419 $ 12,425 Machine and equipment 15,816 12,654 Leasehold improvements 6,718 4,600 Furniture and fixtures 1,284 636 Software 1,389 1,250 Construction in progress 4,176 148 Property and equipment, gross 45,802 31,713 Less: accumulated depreciation and amortization (22,403 ) (17,755 ) Property and equipment, net $ 23,399 $ 13,958 Depreciation and amortization expense related to property and equipment was $4.7 million, $3.4 million and $2.2 million during the years ended December 31, 2019, 2018 and 2017, respectively. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued payroll and related benefits $ 9,577 $ 5,047 Accrued accounts payable 4,764 3,626 Payroll withholding tax, sales and other tax payable 1,066 782 Accrued legal and accounting 1,175 360 Product upgrade reserve 3,794 — Other 1,014 168 Total accrued liabilities $ 21,390 $ 9,983 Deferred Revenue Deferred revenue consisted of the following (in thousands): December 31, 2019 2018 Deferred revenue: Product $ 3,141 $ 9,623 Services 8,473 6,981 Distribution rights 2,396 2,871 Total deferred revenue 14,010 19,475 Less: current portion of deferred revenue (10,457 ) (13,731 ) Noncurrent portion of deferred revenue $ 3,553 $ 5,744 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued interest, noncurrent portion $ 516 $ — Deferred rent, noncurrent portion — 628 Other 861 192 Total other-long term liabilities $ 1,377 $ 820 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. 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, as follows: 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, 2019 and 2018. Level 3 liabilities that are measured on a recurring basis relate to the 2017 and 2016 Placement Warrants, as described in Note 13. Placement warrant liabilities The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other income (expense), net in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2019, 2018 and 2017, the Company recorded a gain of $2.5 million, $9.4 million, and a loss of $16.6 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. There have been no transfers between Level 1, Level 2 and Level 3 in any periods presented. 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, 2019 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,330 $ 1,330 2016 Placement Warrants Liability — — 4,043 4,043 Total Warrant Liability $ — $ — $ 5,373 $ 5,373 At December 31, 2018 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 7,115 $ 7,115 2016 Placement Warrants Liability — — 4,729 4,729 Total Warrant Liability $ — $ — $ 11,844 $ 11,844 The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2019 2018 2017 Fair value, beginning of period $ 11,844 $ 22,420 $ 2,723 Issuance of 2016 Placement Warrants — — — Issuance of 2017 Placement Warrants — — 3,373 Change in fair value of Level 3 financial liabilities (2,496 ) (9,379 ) 16,598 Fair value of 2016 Placement Warrants at exercise (3,457 ) (1,187 ) (200 ) Fair value of 2017 Placement Warrants at exercise (518 ) (10 ) (74 ) Fair value, end of period $ 5,373 $ 11,844 $ 22,420 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instruments [Abstract] | |
Debt | 5. Debt 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 made available to the Company upon closing with the remaining $20.0 million to be available on or before June 30, 2016 upon the achievement of certain milestones. The Company drew down the first $30.0 million on the closing date. The CRG Term Loan had a maturity date of June 30, 2020 and bore cash interest at a rate of 12.5% per annum, payable quarterly during an interest-payment-only period of three years. In April 2017, the CRG Term Loan was amended to allow for interest-payment-only until March 31, 2020. During the interest-payment-only period, the Company had 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 would be paid on maturity date. The CRG Term Loan was subject to a prepayment penalty of: 3% on the outstanding balance during the first 12 months following the funding of the Term 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 was also subject to a facility fee of 7% based on the total outstanding principal and payment in-kind interest, which was payable on the maturity date. All direct financing costs were accounted for as a discount on the CRG Term Loan and were amortized to interest expense during the term of the loan using the effective interest method. The CRG Term Loan was subject to financial covenants and was collateralized by essentially all assets of the Company and limits the Company’s ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. In March 2016, the Company amended the agreement with regard to the conditions for borrowing the remaining $20.0 million under the CRG Term Loan if certain product and service revenue amounts were achieved. In May 2016, the Company drew down an additional $15.0 million under the CRG Term Loan. In April and October 2017, and in February 2018, the Company executed three amendments, which allowed the Company to borrow the remaining $5.0 million through June 30, 2017, included an additional $15.0 million borrowing capacity available through December 31, 2017, extended the interest only and payment in-kind period, decreased the combined 2016 and 2017 revenue covenant, and increased the facility fee by 1.75%. The Company did not draw down any amounts under these amendments and they have since expired. In December 2018, the Company paid off its outstanding obligations under the CRG Term Loan using the proceeds from the SVB Term Loan. SVB Term Loan In December 2018, the Company entered into a term loan agreement, or the SVB Term Loan, with Silicon Valley Bank, for a principal amount of $56.0 million. The SVB Term Loan has a maturity date of December 1, 2023 and bears interest at a rate of 6.30% per annum to be paid monthly over the term of the loan. Beginning on December 1, 2020 (or June 1, 2021, if the Company achieves a trailing twelve-month revenue of at least a specified amount and elects to apply such later date), the Company will make thirty-six equal monthly payments of principal (or thirty equal payments, if the Company so elects). In addition, upon repayment of the SVB Term Loan in full, the Company will make a final payment equal to 3.15% of the original aggregate principal amount of the SVB Term Loan. The Company used the proceeds of the SVB Term Loan and cash on hand to repay in full its outstanding obligations under the then outstanding CRG Term Loan and to pay fees and expenses related thereto. The Company accounted for the termination of the CRG Term Loan as a debt extinguishment and recorded a debt extinguishment loss of $2.4 million from the difference between the net carrying amount of debt and the amount paid. The debt extinguishment loss includes $0.3 million in write-off of unamortized debt discount and debt issuance costs associated with the CRG Term Loan. The Company received net proceeds of $55.4 million after related legal and consulting fees totaling $0.6 million. Such fees are accounted for as debt discount and issuance costs and presented as a direct deduction from the carrying amount of debt on the Company’s consolidated balance sheets. Debt discount, issuance costs and the final payment are amortized or accreted as interest expense over the term of the loan using the effective interest method. On December 31, 2019, we entered into the First Amendment (the Amendment) to the SVB Term Loan by and among the Company, ViewRay Technologies, Inc. and SVB dated as of December 28, 2018. The Amendment, among other things, amended the SVB Term Loan to (i) suspend testing of the minimum revenue financial covenant for the fiscal quarter ending December 31, 2019, (ii) provide for the minimum trailing twelve-month revenue thresholds under the minimum revenue financial covenant for periods ending on the last day of fiscal quarters in fiscal years subsequent to 2020 to be determined annually at the greater of (a) a 25% cushion to revenue forecasts provided by the Company to SVB and (b) 10% year-over-year annual growth, unless otherwise agreed, (iii) increase the minimum liquidity ratio financial covenant from 1.50:1.00 to 1.75:1.00 and (iv) increase the prepayment premium from 1.00% to 2.00% for amounts prepaid under the SVB Term Loan for prior to the maturity date thereof, subject to certain exceptions. The SVB Term Loan is secured by substantially all assets of the Company, except that the collateral does not include any intellectual property held by the Company, provided, however, the collateral does include all accounts and proceeds of such intellectual property. The SVB Term Loan contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, dividends and other distributions and transactions with affiliates. The SVB Term Loan also contains financial covenants that require the Company to maintain a minimum cash balance in accounts maintained at Silicon Valley Bank or one of its affiliates or else comply with a liquidity ratio and/or a minimum revenue target. The SVB Term Loan includes standard events of default, including, among other things, subject in certain cases to customary grace periods, thresholds and notice requirements, the Company’s failure to fulfill its obligations under the SVB Term Loan or the occurrence of a material adverse change in the Company's business, operations, or condition (financial or otherwise). In the event of default by the Company under the SVB Term Loan, Silicon Valley Bank would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the SVB Loan, which could harm the Company's financial condition. The Company’s scheduled future payments on the SVB Term Loan at December 31, 2019 are as follows (in thousands): Year Ended December 31, 2020 $ 1,555 2021 18,667 2022 18,667 2023 17,111 2024 — Total future principal payments 56,000 Less: unamortized debt discount (449 ) Carrying value of long-term debt 55,551 Less: current portion (1,556 ) Long-term portion $ 53,995 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases The Company leases office space in Oakwood Village, Ohio, Mountain View, California, and Denver, Colorado under noncancelable operating lease agreements. The Company leases and occupies approximately 19,800 square feet of office space in Oakwood Village, Ohio, which expires in October 2021. In June 2014, the Company entered into an office lease agreement to lease approximately 25,500 square feet of office space located in Mountain View, California, with an original expiration date of November 2019. In June 2018, the Company entered into an amendment to extend the term of the lease agreement through July 2025. In April 2018, the Company entered into a lease agreement to lease approximately 24,600 square feet of additional office space located in Mountain View, California. The lease commenced in December 2018 and will expire in December 2025. The Company has the option to extend the term of the lease for a period of up to five years. In May 2019, the Company entered into a sub-lease agreement to lease approximately 19,800 square feet of office space located in Denver, Colorado. The sub-lease commenced in June 2019 and will expire in May 2021. In recognition of the right-of-use assets and the related lease liabilities, the option to extend the lease term have not been included as the Company is not reasonably certain that it will exercise any such option. At December 31, 2019, the weighted-average remaining lease term in years is 5.4 years and the weighted-average discount rate used is 7.7%. During the year ended December 31, 2019, the Company recognized $2.9 million of lease costs arising from lease transactions. During the year ended December 31, 2019, the Company recognized the following cash flow transactions arising from lease transactions (in thousands): For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 2,451 Right-of-use assets obtained in exchange for new operating lease liabilities 1,647 At December 31, 2019, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ended December 31, Future Payments 2020 $ 3,148 2021 2,831 2022 2,496 2023 2,571 2024 2,604 Thereafter 1,924 Total undiscounted cash flows $ 15,574 Less: imputed interest (2,831 ) Present value of lease liabilities $ 12,743 Rent expense for operating leases for the year ended December 31, 2018 and 2017 using the accounting guidance in effect at that time was $1.4 million and $1.3 million, respectively. At December 31, 2018, future minimum payments for the operating leases were as follows (in thousands): Year Ended December 31, Future Minimum Payments 2019 $ 2,070 2020 2,353 2021 2,424 2022 2,496 2023 2,571 Thereafter 4,532 Total future minimum payments $ 16,446 Legal Proceedings In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for legal proceedings when it is 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. 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. Patent Litigation On September 10, 2019, a complaint for patent infringement was filed by Varian Medical Systems, Inc., in U.S. District Court for the Northern District of California against the Company. Captioned Varian Medical Systems, Inc., v. ViewRay, Inc., the complaint alleges that the Company infringes two related patents, U.S. Patent Nos. 8,637,841 (the “’841 Patent”) and 9,082,520 (the “’520 Patent”) and seeks injunctive relief and monetary damages. The Company filed its answer on November 1, 2019. The matter is presently in discovery. The Company believes the allegations in the complaint are without merit and intends to vigorously defend the litigation. Class Action Litigation On September 13, 2019, a class action complaint for violation of federal securities laws was filed in U.S. District Court for the Northern District of Ohio against the Company, its chief executive officer, chief science officer and former chief financial officer. On December 19, 2019, the court appointed Plymouth County Retirement Association as the lead plaintiff and on February 28, 2020, the lead plaintiff filed an amended complaint asserting securities fraud claims against ViewRay, our chief executive officer, chief operating officer, chief science officer, and our former chief executive officer and former chief financial officer. Now captioned Plymouth County Retirement Assoc. v. ViewRay, Inc., et al, the amended complaint, purportedly brought on behalf of all purchasers of our common stock between May 10, 2018 until January 13, 2020, alleged that the Company violated federal securities laws by issuing materially false and misleading statements that failed to disclose adverse facts concerning the Company’s business, operations, and financial results and seeks damages, interest, and other relief. The Company believes the allegations in the complaint are without merit and intend to vigorously defend the litigation. Given the early stage of each of the litigation matters described above, at this time the Company is unable to reasonably estimate possible losses or form a judgment that an unfavorable outcome is either probable or remote. However, litigation is subject to inherent uncertainties, and one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which they are resolved and on our business generally. In addition, regardless of their merits or their ultimate outcomes, lawsuits and legal proceedings are costly, divert management attention and may materially adversely affect our reputation, even if resolved in our favor. Purchase Commitments At December 31, 2019, the Company had $3.2 million in outstanding firm purchase commitments. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 7. Revenue The Company derives revenue primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. Revenue is categorized as product revenue, service revenue and distribution rights revenue. The following table presents revenue disaggregated by type and geography (in thousands): Years Ended December 31, U.S. 2019 2018 2017 Product $ 41,985 $ 32,265 $ 9,529 Service 4,251 1,966 1,977 Total U.S. revenue $ 46,236 $ 34,231 $ 11,506 Outside of U.S. ("OUS") Product $ 37,519 $ 44,361 $ 20,929 Service 3,552 1,895 1,132 Distribution rights 475 475 475 Total OUS revenue $ 41,546 $ 46,731 $ 22,536 Total Product $ 79,504 $ 76,626 $ 30,458 Service 7,803 3,861 3,109 Distribution rights 475 475 475 Total revenue $ 87,782 $ 80,962 $ 34,042 Arrangements with Multiple Performance Obligations The Company frequently enters into sales arrangements that include multiple performance obligations. Such performance obligations mainly consist of (i) sale of MRIdian systems, which generally includes installation and embedded software, and (ii) product support, which includes extended service and maintenance. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The standalone selling price, or SSP, is determined based on observable prices at which the Company separately sells the products and services. If a SSP is not directly observable, the Company will estimate the SSP considering market conditions or internally approved pricing guidelines related to the performance obligations. Product Revenue Product revenue is derived primarily from the sales of MRIdian system. The system contains both software and non-software components that together deliver essential functionality. Certain revenue contracts have terms that result in the control of the system transferring to the customer upon delivery and inspection, as opposed to historically upon customer acceptance. For contracts in which control of the system transfers upon delivery and inspection, the Company recognizes revenue for the systems at the point in time when delivery and inspection by the customer has occurred. For these same contracts, the Company recognizes installation revenue over the period of installation as the installation services are performed and control is transferred to the customer. For all contracts in which control continues to transfer upon post-implementation customer acceptance, revenue for the system and installation will continue to be recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay installation at the ultimate user site, and the distributors may either perform the installation themselves or hire another party to perform the installation. For sales of MRIdian systems for which the Company is not responsible for installation, revenue recognition occurs when the entire system is shipped, which is when the control of the system is transferred to the customer. Service Revenue Service revenue is derived primarily from maintenance services. The maintenance and support service is a stand-ready obligation which is performed over the term of the arrangement and, as a result, service revenue is recognized ratably over the service period as the customers benefit from the service throughout the service period. Distribution Rights Revenue In December 2014, 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. Starting in August 2016, distribution rights revenue is recognized ratably over the remaining term of the distribution agreement of approximately 8.5 years. A time-elapsed method is used to measure progress because the control is transferred evenly over the remaining contractual period. Contract Balances The timing of revenue recognition, billings and cash collections results in short-term and long-term trade receivables, customer deposits, deferred revenues and deferred cost of revenue on the consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for doubtful accounts. Trade credit is generally extended on a short-term basis. The Company occasionally provides for long-term trade credit for its maintenance services so that the period between when the services are rendered to its customers and when the customers pay for that service is within one year. Thus, the Company’s trade receivables do not bear interest or contain a significant financing component. Long-term trade receivables of $0.2 million and $0.4 million were reported within other assets in the consolidated balance sheets at December 31, 2019 and 2018, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected three to four years from the date of invoice as the underlying maintenance services are rendered. At times, billing occurs subsequent to revenue recognition, resulting in an unbilled receivable which represents a contract asset. This contract asset is recorded as an unbilled receivable and reported as part of accounts receivable on the consolidated balance sheets. Trade receivables are periodically evaluated for collectability based on past credit history of the respective customers and their current financial condition. Changes in the estimated collectability of trade receivables are included in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for doubtful accounts. The Company generally does not require collateral for trade receivables. There were no allowances for doubtful accounts recorded at December 31, 2019 or 2018. Customer deposits represent payments received in advance of system installation. For domestic and international sales, advance payments received prior to inventory shipments are recorded as customer deposits. Advance payments are subsequently reclassified to deferred revenue upon inventory shipment. 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 consists of deferred product revenue and deferred service revenue. Deferred product revenue arises from timing differences between the fulfillment of contract obligations 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 or normal operating cycle are classified as current liabilities. Deferred cost of revenue consists of cost for inventory items that have been shipped, but revenue recognition has not yet occurred. Deferred cost of revenue is included as part of current assets as the corresponding deferred product revenue is expected to be realized within one year or the Company’s normal operating cycle. During the years ended December 31, 2019, 2018 and 2017, the Company recognized $10.9 million, $19.9 million and $6.6 million, respectively, of revenues that were included in the deferred revenue balance at the beginning of each reporting period. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes. For the year ended December 31, 2019, the Company recognized $0.9 million in revenue from performance obligations satisfied in a prior period. The cumulative catch-up adjustment resulted from a change in transaction price related to variable consideration that was constrained in prior periods. |
Licensing Agreement
Licensing Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Licensing Agreement [Abstract] | |
Licensing 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 are 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) once the payment of earned royalties cease for more than four consecutive calendar quarters. Royalty expenses based on 1% of net sales were $1.0 million, $0.6 million and $0.3 million during the years ended December 31, 2019, 2018 and 2017, respectively, and were recorded as product cost of revenue in the consolidated statements of operations and comprehensive loss. There were no minimum royalty payments in excess of 1% of net sales during the year ended December 31, 2019. The minimum royalty payments in excess of 1% of net sales were $30 thousand and $25 thousand during the years ended December 31, 2018 and 2017, respectively, and were recorded as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Distribution Agreement
Distribution Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Distribution Agreement | 9 . Distribution Agreement In December 2014, the Company 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. The exclusive distribution agreement has an initial term of 10 years from December 2014, 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 consideration of the exclusive distribution rights granted, Itochu 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 was 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 was due within 10 business days following receipt of approval for the Company’s product from the Japanese Ministry of Health, Labor and Welfare. The first and second installments of $2.0 million in aggregate were received in December 2014 and December 2015, respectively. 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 |
Equity Financing
Equity Financing | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity Financing | 10 . Equity Financing Public Offering of Common Stock On August 14, 2018, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of several underwriters, or the August 2018 Underwriters, in connection with the issuance and sale of 16,216,217 shares of the Company’s common stock at a public offering price of $9.25 per share. In addition, the Company granted the August 2018 Underwriters a 30-day option to purchase up to 2,432,432 additional shares of common stock on the same terms, which the August 2018 Underwriters exercised in full. The Company completed the offering on August 17, 2018 and received aggregate net proceeds of approximately $161.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. On December 3, 2019 Direct Registered Offerings In October 2017, the Company entered into securities purchase agreements pursuant to which it sold 8,382,643 shares of its common stock for total gross proceeds of $49.9 million, or the October 2017 Direct Registered Offering. The October 2017 Direct Registered Offering was closed on October 25, 2017. In February 2018, the Company entered into a securities purchase agreement pursuant to which it sold (i) 4,090,000 shares of its common stock; (ii) 3,000,581 shares of its Series A convertible preferred stock and (iii) warrants to purchase 1,418,116 shares of its common stock, or the 2018 Offering Warrants, for total gross proceeds of $59.1 million, or the March 2018 Direct Registered Offering. The March 2018 Direct Registered Offering was closed on March 5, 2018. The 2018 Offering Warrants have an exercise price of $8.31 per share, became exercisable upon issuance and expire in March 2025. All outstanding shares of Series A convertible preferred stock were converted into common stock at a conversion ratio of 1:1 on April 19, 2018. Private Placements In September 2016, the Company completed the final closing of a private placement offering, or the 2016 Private Placement, through which it sold (i) 4,602,506 shares of its common stock and (ii) warrants that provide the warrant holders the right to purchase 1,380,745 shares of common stock, or the 2016 Placement Warrants, and raised total gross proceeds of $13.8 million. The 2016 Placement Warrants have an exercise price of $2.95 per share, are exercisable at any time at the option of the holder and expire seven years from the date of issuance. In January 2017, the Company completed the final closing of a private placement offering, or the 2017 Private Placement, through which it sold (i) 8,602,589 shares of its common stock and (ii) warrants that provide the warrant holders the right to purchase 1,720,512 shares of common stock, or the 2017 Placement Warrants, and raised total gross proceeds of $26.1 million. The 2017 Placement Warrants have an exercise price of $3.17 per share, became exercisable in July 2017 and expire in January 2024. At-The-Market Offering of Common Stock In January 2017, the Company filed a shelf registration statement on Form S-3 with the SEC, which included a base prospectus covering the offering, issuance and sale of up to a maximum aggregate offering of $75.0 million of the Company’s common stock, preferred stock, debt securities, warrants, purchase contracts and/or units. In January and April 2017, the Company agreed to sell up to a cumulative $50.0 million of its common stock in accordance with the terms of a sales agreement with FBR Capital Markets & Co., or FBR, pursuant to an at-the-market offering program in accordance with Rule 415(a)(4) under the Securities Act. Under this at-the-market offering program, the Company did not sell any shares of its common stock during the year ended December 31, 2019; sold an aggregate of 33,097 shares of its common stock at an average market price of $8.41 per share, resulting in aggregate gross proceeds of approximately $0.3 million, for the year ended December 31, 2018; and sold an aggregate of 6,575,062 shares of its common stock at an average market price of $6.10 per share, resulting in aggregate gross proceeds of approximately $40.1 million, for the year ended December 31, 2017. In January 2019, the Company filed a registration statement with the SEC which covers the offering, issuance and sale of up to a maximum aggregate offering price of $250.0 million of our common stock, preferred stock, debt securities, warrants, purchase contracts and/or units, including up to $100.0 million of the Company’s common shares pursuant to the Company’s at-the-market offering program with FBR. Under this at-the-market offering program, the Company did not sell any shares of its common stock during the year ended December 31, 2019. |
Common Stock Reserved for Issua
Common Stock Reserved for Issuance | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock Reserved for Issuance | 1 1 . Common Stock Reserved for Issuance The common stock reserved for future issuance at December 31, 2019 and 2018 was as follows: December 31, 2019 2018 Shares underlying outstanding stock options 11,165,846 11,603,708 Shares available for future stock option grants 948,415 1,908,626 Shares issuable upon settlement of restricted stock units outstanding 4,496,121 1,857,741 ESPP shares available for issuance 2,743,340 1,780,020 Warrants to purchase common stock 3,614,019 4,426,244 Total shares of common stock reserved 22,967,741 21,576,339 |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Convertible Preferred Stock | 1 2 . Convertible Preferred Stock In March 2018, the Company issued 3,000,581 shares of Series A convertible preferred stock to an existing investor through the March 2018 Direct Registered Offering at a price of $8.31 per share. At the date of the financing, because the effective conversion rate of the preferred stock was less than the market value of the Company’s common stock, a beneficial conversion feature of $2.7 million was recorded as a discount to the convertible preferred stock and an increase to additional paid in capital. Because the preferred stock was perpetual and convertible at the option of the holder at any time, the Company fully amortized the discount related to the beneficial conversion feature as a deemed dividend which was recognized as an increase to accumulated deficit and net loss attributable to common stockholders. Effective on April 19, 2018, all outstanding shares of Series A convertible preferred stock were converted into shares of common stock at a conversion ratio of 1:1. Further, in May 2018, the Company filed a Certificate of Elimination of the Series A Convertible Preferred Stock de-authorizing the 3,000,581 shares of Series A convertible preferred stock. The Company had no outstanding preferred stock as of December 31, 2019 and 2018. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Warrants | 1 3 . Warrants Equity Classified Common Stock Warrants In connection with a debt financing in December 2013, the Company issued warrants to purchase 128,231 shares of its common stock with an exercise price of $5.84 per share. These warrants are exercisable any time at the option of the holder until December 16, 2023. In connection with the merger of ViewRay, Inc. and ViewRay Technologies, Inc. in July 2015, or the Merger, in July and August 2015, the Company conducted a private placement offering as part of which the Company issued warrants, or the 2015 Placement Warrants, that provide the warrant holder the right to purchase 198,760 shares of common stock at an exercise price of $5.00 per share. The 2015 Placement Warrants are exercisable at any time at the option of the holder until the five-year anniversary of their date of issuance. During the year ended December 31, 2018, the Company issued 92,487 shares of its common stock upon the net exercise of 2015 Placement Warrants to purchase 159,010 shares. The remaining 2015 Placement Warrants to purchase 39,750 shares have not been exercised and remained outstanding at December 31, 2019. In connection with the March 2018 Direct Registered Offering, the Company issued warrants to purchase 1,418,116 shares of common stock at an exercise price of $8.31 per share. The 2018 Offering Warrants became exercisable upon issuance and expire in March 2025. None of the 2018 Offering Warrants have been exercised to date and they all remained outstanding at December 31, 2019. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the March 2018 Direct Registered Offering of $59.1 million were allocated to common stock, Series A convertible preferred stock and the 2018 Offering Warrants based on their respective relative fair value upon issuance. The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% The allocated proceeds from the 2018 Offering Warrants of $6.6 million was recorded in additional paid-in-capital. Liability Classified Common Stock Warrants In connection with the 2017 and 2016 Private Placements, the Company issued the 2017 and 2016 Placement Warrants, that provide the warrant holder the right to purchase 1,720,512 and 1,380,745 shares of common stock. The 2017 and 2016 Placement Warrants contain protection whereby the warrant holders will have the right to receive cash in the amount equal to the Black-Scholes value of the warrants upon the occurrence of a change in control, as defined in the agreement. The 2017 and 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 income (expense), net in the consolidated statements of operations and comprehensive loss. The key terms and activity of the 2017 and 2016 Placement Warrants are summarized as follows: Issuance Date Term Exercise Price Per Share Warrants Exercised during the Year Ended December 31, 2018 Warrants Outstanding at December 31, 2018 Warrants Exercised during the Year Ended December 31, 2019 Warrants Outstanding at December 31, 2019 2017 Placement Warrants January 2017 7 years $ 3.17 1,591 1,709,532 90,642 1,618,890 2016 Placement Warrants August and September 2016 7 years $ 2.95 225,026 1,130,615 593,352 537,263 Total 226,617 2,840,147 683,994 2,156,153 As separate classes of securities were issued in a bundled transaction, the gross proceeds of $26.1 million and $13.8 million from the 2017 and 2016 Private Placement were allocated first to the 2017 and 2016 Placement Warrants based on their fair value upon issuance, and the residuals were allocated to common stock. The fair value upon issuance of $3.4 million and $2.7 million were estimated using the Black-Scholes option-pricing model using the following assumptions: Upon Issuance 2017 Placement Warrants 2016 Placement Warrants Expected term (in years) 7.0 7.0 Expected volatility (%) 62.9% 61.6% Risk-free interest rate (%) 2.2% 1.4% Expected dividend yield (%) 0% 0% During the year ended December 31, 2019, the Company recorded a gain of $2.6 million and loss of $0.1 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. During the year ended December 31, 2018, the Company recorded a gain of $5.4 million and $4.0 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. During the year ended December 31, 2017, the Company recorded a loss of $9.2 million and $7.4 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. The fair value of the 2017 and 2016 Placement Warrants at December 31, 2019 and 2018 was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions: 2017 Placement Warrants 2016 Placement Warrants December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Expected term (in years) 4.0 5.1 3.6 4.7 Expected volatility 68.0% 60.8% 67.5% 60.9% Risk-free interest rate 1.7% 2.5% 1.6% 2.5% Expected dividend yield 0% 0% 0% 0% |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 4 . Stock-Based Compensation The Company adopted the 2008 Stock Option and Incentive Plan, or the 2008 Plan, and the 2015 Equity Incentive Award Plan, or the 2015 Plan, providing for the issuance of stock-based compensation awards to its employees, officers, directors, advisors and consultants. With the establishment of the 2015 Plan, the Company no longer grants stock options under the 2008 Plan, and the shares available for future grants under the 2008 Plan were transferred to the 2015 Plan. In July 2018, the Company adopted the 2018 Equity Inducement Award Program, or the 2018 Plan. The operative terms of the 2018 Plan adhere to the terms and conditions of the 2015 Plan. Only stock options were granted under the 2008 Plan. The 2015 Plan and the 2018 Plan provide for the grant of stock and stock-based awards including stock options, restricted stock awards, restricted stock units and stock appreciation rights. Options granted pursuant to the 2008 Plan and the 2015 Plan may be either incentive stock options or non-statutory stock options. Options granted pursuant to the 2018 Plan are non-statutory stock options. Under the 2008 Plan, incentive stock options could only be granted to employees at an exercise price of no less than the fair value of the common stock on the grant date and non-statutory options may be granted to employees or consultants at an exercise price 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 and the 2018 Plan, for both incentive stock options and non-statutory options, the exercise price should not be less than the fair value of the common stock on the date of grant. Under the 2008 Plan, the 2015 Plan and the 2018 Plan, if, at the time of grant, the optionee is a 10% shareholder, owning stock representing more than 10% of the voting power of all classes of stock of the Company, 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 generally vest 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 the 2015 ESPP. At December 31, 2019 and 2018, 2,743,340 shares and 1,780,020 shares were reserved for issuance and 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 December 31, 2018 1,908,626 11,603,708 $ 6.64 7.6 $ 10,151 Additional options authorized 3,853,280 Options granted (2,652,505 ) 2,652,505 8.13 Options exercised — (2,219,251 ) 4.34 Options cancelled 871,116 (871,116 ) 7.15 Withheld shares to pay for taxes on vested RSUs 253,986 RSUs granted (3,356,820 ) RSUs forfeited 70,732 Balance at December 31, 2019 948,415 11,165,846 $ 7.44 7.6 $ 1,907 Vested and exercisable at December 31, 2019 5,120,484 $ 6.32 6.2 $ 1,824 Vested and expected to vest at December 31, 2019 10,561,531 $ 7.38 7.5 $ 1,899 The weighted-average grant date fair value of options granted to employees was $4.67, $4.89 and $3.38 per share for the years ended December 31, 2019, 2018 and 2017. The grant date fair value of options vested was $14.4 million, $6.3 million and $4.8 million, respectively, for the years ended December 31, 2019, 2018 and 2017, respectively. 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 options exercised was $7.8 million, $17.7 million and $2.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. At December 31, 2019, total unrecognized compensation cost related to stock-based awards granted to employees, net of estimated forfeitures, was $25.2 million which is expected to be recognized over a weighted-average period of 2.7 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 Beginning March 31, 2016, the Company’s common stock shares were listed on The Nasdaq Global Market. Fair value of the common stock is the adjusted closing price of the Company’s common stock on the trading date. 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 of industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. 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 stock price becomes available. 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-pricing model. In addition to the Black-Scholes assumptions discussed above, the estimated forfeiture rate also has a significant impact on 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, 2019 2018 2017 Expected term (in years) 6.0 6.0 5.9 Expected volatility (%) 60.7% 60.4% 66.0% Risk-free interest rate (%) 2.4% 2.8% 2.1% Expected dividend yield (%) 0% 0% 0% Restricted Stock Units From time to time, the Company grants Restricted Stock Units, or RSUs, to its board of directors and certain employees for their services. The RSUs granted to board members are either fully vested upon issuance or vest over a period of time from the grant date and will be released and settled upon termination of the board member’s services or the occurrence of a change in control event. In January 2019, the Company granted RSUs to its Board of Directors as part of the director compensation program. In March 2019, the Company began granting RSUs to certain employees. The RSUs were granted to employees in March, May and October 2019. These RSUs vest in equal annual installments over either two or three years from the grant date and are subject to the participants continuing service to the Company over that period. The weighted-average grant date fair value of RSUs granted in fiscal year 2018 and 2017 was $9.65 per share and $8.02 per share, respectively. A summary of the Company’s RSU activity and related information is as follows: RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2018 1,736,234 $ 9.65 RSUs granted 3,356,820 $ 3.63 RSUs vested (642,545 ) $ 9.45 (70,732 ) $ 6.16 Unvested at December 31, 2019 4,379,777 $ 5.14 Vested and unreleased 116,344 Outstanding at December 31 2019 4,496,121 The total grant date fair value of RSUs awarded was $12.2 million, $17.0 million and $0.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The total fair value of RSUs vested was $6.0 million, $0.3 million and $0.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, total unrecognized stock-based compensation cost related to RSUs was $16.8 million, which is expected to be recognized over a weighted-average period of 2.1 years. As of December 31, 2019, 4,145,163 shares of RSUs are expected to vest. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 1,603 $ 1,411 $ 952 Selling and marketing 1,300 700 303 General and administrative 16,542 12,058 4,064 Total stock-based compensation expense $ 19,445 $ 14,169 $ 5,319 During the years ended December 31, 2019, 2018 and 2017, 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, 2019, 2018 and 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 5 . Income Taxes On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). The TCJA reduced the U.S. statutory corporate tax rate to 21%, effective January 1, 2018. Consequently, we recorded a decrease to the Company’s federal deferred tax assets of $38.7 million, which was fully offset by a reduction in the Company’s valuation allowance for the year ended December 31, 2017. The other provisions of the TCJA did not have an impact on the Company’s financial statements for the years ended December 31, 2018 or December 31, 2019. Income Tax Expense 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, 2019 2018 2017 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 34.0 % State taxes, net of federal benefit 0.0 0.0 0.0 Change in federal statutory rate 0.0 0.0 (54.1 ) Non-deductible items and other (2.8 ) (0.2 ) 0.5 Federal and state credits 0.6 0.7 0.5 Change in valuation allowance (18.8 ) (21.5 ) 19.1 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, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 101,967 $ 76,753 Research and development tax credits 5,872 4,699 Reserves and accruals 5,720 1,444 Operating lease liability 3,088 — Other 3,422 9,109 Total deferred tax assets 120,069 92,005 Less: Valuation allowance (117,229 ) (92,005 ) Net deferred tax assets 2,840 — Deferred tax liabilities Right-of-use assets (2,840 ) — Total deferred tax liabilities (2,840 ) — 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 $25.2 million and $19.4 million during the year ended December 31, 2019 and 2018, respectively. At December 31, 2019, the Company had federal net operating loss carryforwards of $440.7 million, which begin to expire in the year ending December 31, 2024, and $260.5 million related to state net operating loss carryforwards, which begin to expire in the year ending December 31, 2020. The Company had federal research and development tax credit carryforwards of $5.5 million, and state carryforwards of $3.0 million at the year ended December 31, 2019. These credits begin to expire in the year ending December 31, 2027. 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 performed a Section 382 analysis in February of 2020 and three ownership changes were identified, which had a corresponding limitation of tax attributes. Future owner or equity shifts could result in additional 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, 2019 and 2018, the Company’s unrecognized tax benefits consist of the following (in thousands): Year Ended December 31, 2019 2018 Unrecognized tax benefit, beginning of period $ 1,595 $ 1,135 Gross increases — current year tax positions 595 422 Gross increases — prior year tax positions — 38 Gross decreases — prior year tax positions (32 ) — Unrecognized tax benefit, end of period $ 2,158 $ 1,595 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | 1 6 . 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. Participant contributions are limited to a maximum annual amount as set periodically by the IRC. The Company started to match 50% of eligible participant contributions up to 6% annual contribution during the year ended December 31, 2018. The Company’s matching contribution to the 401(k) Plan was $0.9 million and $0.5 million for the years ended December 31, 2019 and 2018, respectively. There were no matching or profit-sharing contributions during the year ended December 31, 2017. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 1 7 . 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, 2019 2018 2017 Net loss attributable to common stockholders, basic and diluted $ (120,199 ) $ (79,124 ) $ (72,176 ) Weighted-average common shares used in computing net loss per share, basic and diluted 102,001,954 81,123,140 58,457,868 Net loss per share, basic and diluted $ (1.18 ) $ (0.98 ) $ (1.23 ) Since the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share, because the inclusion of any potential common shares outstanding would have an anti-dilutive effect. 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, 2019 2018 2017 Convertible preferred stock (if converted) — 369,934 — Options to purchase common stock 10,352,702 10,486,468 7,914,067 Common stock warrant 4,052,705 4,464,965 3,345,674 Restricted stock units 2,126,017 903,163 108,107 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 1 8 . 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 based on the customers’ location (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 46,236 $ 34,231 $ 11,506 France 12,235 5,812 — Germany 7,393 13,727 — Rest of world 21,918 27,192 22,536 Total revenue $ 87,782 $ 80,962 $ 34,042 At December 31, 2019 and 2018, nearly all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 9 . Related Party Transactions As discussed in Note 8, the Company pays a royalty to UFRF, a stockholder in the Company, related to a licensing agreement. In November 2019, the Company entered into a distribution agreement with Chindex Shanghai International Trading Company Limited, or Chindex, which became effective in February 2020. Chindex is a subsidiary of Fosun International Limited, or Fosun. Kevin Xie, Ph.D., a member of the Company’s board of directors, was previously designated by Fosun for election to the board pursuant to a Securities Purchase Agreement related to the Company’s 2017 direct registered offering of common stock. Under the distribution agreement, Chindex will act as the Company’s distributor and regulatory agent for the sale and delivery of its MRIdian products within the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The distribution agreement has an initial term of five years with an option to renew for an additional five years. Under the distribution agreement, the Company will supply its products and services to Chindex based on an agreed upon price between the Company and Chindex. In accordance with the agreement, Chindex agreed to pay ViewRay an upfront fee, portions of which may be refundable under certain conditions, of $3.5 million, payable in three installments: (i) the first installment of $1.5 million due approximately 60 days after the effectiveness of the distribution agreement; (ii) the second installment of $1.0 million due on the first anniversary from the effective date of the agreement; and (iii) the third installment of $1.0 million due on the second anniversary from the effective date of the agreement. No amounts have been received as the date of this Annual Report on Form 10-K. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. GAAP, and pursuant to the rules and regulations 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. Effective January 1, 2019, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 842, or Topic 842, Leases, |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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 multiple performance obligations within an arrangement, 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 these 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, 2019 and 2018, the Company had an aggregate of $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, 2019 and 2018, no amounts were drawn on the letters of credit. The restricted cash balance as of December 31, 2019 and 2018 also includes collateral of $0.5 million and $1.0 million, respectively, for credit card accounts. |
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 were derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2019 2018 2017 2019 2018 Customer A 16% 34% Customer B 17% 25% Customer C 15% Customer D 23% Customer E 22% Customer F 19% Customer G 16% Customer H 14% 15% Customer I 17% Customer J 16% Customer K 14% Customer L 10% 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. There was no allowance for doubtful accounts recorded at December 31, 2019 and 2018. |
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, accrued liabilities current portion of long-term debt 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 its fair value as the stated interest rate approximates market rates currently available to the Company. 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, as follows: 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. |
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 net realizable 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. 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. There was no lower of cost and net realizable value adjustment during the year ended December 31, 2019. The Company recorded an inventory lower of cost and net realizable value adjustment of $0.3 million and $0.9 million during the years ended December 31, 2018 and 2017, respectively. The Company records inventory items which have been paid for but not yet received and for which 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, 2019, 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. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over the 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. Demonstration units, which are the Company products used for demonstration purpose for customers and/or potential customers, and generally not intended to be sold, are amortized using the straight-line method. Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 – 10 years Machinery and equipment 3 – 15 years Furniture and fixture 5 – 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities, current and noncurrent, on our consolidated balance sheets. We currently do not have any finance lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include an option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. |
Asset Retirement Obligations | Asset Retirement Obligations In connection with two lease agreements and subsequent amendments, the Company has a legal obligation to remove long-lived assets constructed on the leased properties and to restore the leased properties to their original condition. The Company records the fair value of the asset retirement obligation in the period in which it is incurred. The fair value is measured based upon the present value of the expected future payments at inception and remeasured upon the extension of the respective lease agreement. 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 at inception and remeasured upon the lease extension, when applicable. At December 31, 2019, the Company had outstanding asset retirement obligations of $0.9 million, which was included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2019, 2018 and 2017, the Company recognized accretion expenses of $43 thousand, $33 thousand and $40 thousand in the accompanying statements of operations and comprehensive loss. |
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, 2019, 2018 and 2017. |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenues from Contracts with Customers, • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. In all sales arrangements, revenues are recognized when control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For sales of MRIdian systems, beginning in the second quarter of 2019, the Company determined that the MRIdian system and installation of the MRIdian system, which had previously been one performance obligation, are now two performance obligations as they are capable of being distinct and are distinct within the context of the system contracts. This change occurred due primarily to changes in facts and circumstances, whereby there are now readily available resources outside the Company that can perform the system installations. For sales of the related support and maintenance services, a time-elapsed method is used to measure progress toward complete satisfaction of performance obligations and service revenue is recognized ratably over the service contract term, which is typically 12 months. Additional details regarding revenue recognition are included in the section entitled “Notes to Consolidated Financial Statements – Note 7 – Revenue” in the consolidated financial statements included elsewhere in this Form 10-K. |
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, 2019 or 2018, 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 to estimate the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective assumptions, including the options’ expected term and the price volatility of the underlying stock |
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, 2019 and 2018, the Company had $2.1 million and $3.9 million, respectively, in deferred commissions recorded as part of prepaid expenses and other current assets on the 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 Certain warrants to purchase common stock provide for cash settlement in the event of a change in control, and are recorded 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. Any changes in fair value are recognized in the consolidated statements of operations and comprehensive loss as other income (expense), 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 attributable to common stockholders per share is calculated by dividing net loss 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 diluted net loss per share 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, stock options, restricted stock units and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued Accounting Standard Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 provides several optional practical expedients in transition. The Company elected to use the package of practical expedients permitted under the transition guidance, which allows the Company not to reassess its prior conclusions about lease identification, lease classification and initial direct costs for any leases that existed prior to January 1, 2019. The Company did not elect to use the other practical expedients provided. Upon adoption, the Company recognized the right-of-use assets and operating lease liabilities totaling approximately $11.9 million and $12.6 million, respectively, to reflect the present value of remaining lease payments under existing lease arrangements with no impact to the opening balance of retained deficit as a result of adoption. The difference between the leased assets and lease liabilities represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the leased assets. In determining the present value of lease payments, the Company uses the rate implicit in the lease or when such rate is not readily available, we utilize our incremental borrowing rate based on the information available at the lease commencement date. Lease expense is recognized on a straight-line basis over the expected lease term. In determining the expected lease term, the Company may include options to extend or terminate the lease when it is reasonably certain that it will exercise any such option. For more information on the impact of adoption and the disclosures required by the new standard, refer to Note 6, Commitments and Contingencies. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2019 2018 2017 2019 2018 Customer A 16% 34% Customer B 17% 25% Customer C 15% Customer D 23% Customer E 22% Customer F 19% Customer G 16% Customer H 14% 15% Customer I 17% Customer J 16% Customer K 14% Customer L 10% |
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 – 10 years Machinery and equipment 3 – 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, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Prototype $ 16,419 $ 12,425 Machine and equipment 15,816 12,654 Leasehold improvements 6,718 4,600 Furniture and fixtures 1,284 636 Software 1,389 1,250 Construction in progress 4,176 148 Property and equipment, gross 45,802 31,713 Less: accumulated depreciation and amortization (22,403 ) (17,755 ) Property and equipment, net $ 23,399 $ 13,958 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued payroll and related benefits $ 9,577 $ 5,047 Accrued accounts payable 4,764 3,626 Payroll withholding tax, sales and other tax payable 1,066 782 Accrued legal and accounting 1,175 360 Product upgrade reserve 3,794 — Other 1,014 168 Total accrued liabilities $ 21,390 $ 9,983 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): December 31, 2019 2018 Deferred revenue: Product $ 3,141 $ 9,623 Services 8,473 6,981 Distribution rights 2,396 2,871 Total deferred revenue 14,010 19,475 Less: current portion of deferred revenue (10,457 ) (13,731 ) Noncurrent portion of deferred revenue $ 3,553 $ 5,744 |
Schedule of Other Long Term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued interest, noncurrent portion $ 516 $ — Deferred rent, noncurrent portion — 628 Other 861 192 Total other-long term liabilities $ 1,377 $ 820 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | 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, 2019 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,330 $ 1,330 2016 Placement Warrants Liability — — 4,043 4,043 Total Warrant Liability $ — $ — $ 5,373 $ 5,373 At December 31, 2018 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 7,115 $ 7,115 2016 Placement Warrants Liability — — 4,729 4,729 Total Warrant Liability $ — $ — $ 11,844 $ 11,844 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2019 2018 2017 Fair value, beginning of period $ 11,844 $ 22,420 $ 2,723 Issuance of 2016 Placement Warrants — — — Issuance of 2017 Placement Warrants — — 3,373 Change in fair value of Level 3 financial liabilities (2,496 ) (9,379 ) 16,598 Fair value of 2016 Placement Warrants at exercise (3,457 ) (1,187 ) (200 ) Fair value of 2017 Placement Warrants at exercise (518 ) (10 ) (74 ) Fair value, end of period $ 5,373 $ 11,844 $ 22,420 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Scheduled Future Payments on Term Loan | The Company’s scheduled future payments on the SVB Term Loan at December 31, 2019 are as follows (in thousands): Year Ended December 31, 2020 $ 1,555 2021 18,667 2022 18,667 2023 17,111 2024 — Total future principal payments 56,000 Less: unamortized debt discount (449 ) Carrying value of long-term debt 55,551 Less: current portion (1,556 ) Long-term portion $ 53,995 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Cash Flow Transactions Arising From Lease Transactions | During the year ended December 31, 2019, the Company recognized the following cash flow transactions arising from lease transactions (in thousands): For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 2,451 Right-of-use assets obtained in exchange for new operating lease liabilities 1,647 |
Schedule of Future Minimum Payments and Interest Expense for Operating Leases | At December 31, 2019, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ended December 31, Future Payments 2020 $ 3,148 2021 2,831 2022 2,496 2023 2,571 2024 2,604 Thereafter 1,924 Total undiscounted cash flows $ 15,574 Less: imputed interest (2,831 ) Present value of lease liabilities $ 12,743 |
Schedule of Future Minimum Payments for Operating Leases | At December 31, 2018, future minimum payments for the operating leases were as follows (in thousands): Year Ended December 31, Future Minimum Payments 2019 $ 2,070 2020 2,353 2021 2,424 2022 2,496 2023 2,571 Thereafter 4,532 Total future minimum payments $ 16,446 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenue Disaggregated by Types and Geography | The following table presents revenue disaggregated by type and geography (in thousands): Years Ended December 31, U.S. 2019 2018 2017 Product $ 41,985 $ 32,265 $ 9,529 Service 4,251 1,966 1,977 Total U.S. revenue $ 46,236 $ 34,231 $ 11,506 Outside of U.S. ("OUS") Product $ 37,519 $ 44,361 $ 20,929 Service 3,552 1,895 1,132 Distribution rights 475 475 475 Total OUS revenue $ 41,546 $ 46,731 $ 22,536 Total Product $ 79,504 $ 76,626 $ 30,458 Service 7,803 3,861 3,109 Distribution rights 475 475 475 Total revenue $ 87,782 $ 80,962 $ 34,042 |
Common Stock Reserved for Iss_2
Common Stock Reserved for Issuance (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The common stock reserved for future issuance at December 31, 2019 and 2018 was as follows: December 31, 2019 2018 Shares underlying outstanding stock options 11,165,846 11,603,708 Shares available for future stock option grants 948,415 1,908,626 Shares issuable upon settlement of restricted stock units outstanding 4,496,121 1,857,741 ESPP shares available for issuance 2,743,340 1,780,020 Warrants to purchase common stock 3,614,019 4,426,244 Total shares of common stock reserved 22,967,741 21,576,339 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Assumptions using Black- Scholes Option Pricing Model to estimate fair value | The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% Upon Issuance 2017 Placement Warrants 2016 Placement Warrants Expected term (in years) 7.0 7.0 Expected volatility (%) 62.9% 61.6% Risk-free interest rate (%) 2.2% 1.4% Expected dividend yield (%) 0% 0% 2017 Placement Warrants 2016 Placement Warrants December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Expected term (in years) 4.0 5.1 3.6 4.7 Expected volatility 68.0% 60.8% 67.5% 60.9% Risk-free interest rate 1.7% 2.5% 1.6% 2.5% Expected dividend yield 0% 0% 0% 0% |
Schedule of Key Terms of Placement Warrants | The key terms and activity of the 2017 and 2016 Placement Warrants are summarized as follows: Issuance Date Term Exercise Price Per Share Warrants Exercised during the Year Ended December 31, 2018 Warrants Outstanding at December 31, 2018 Warrants Exercised during the Year Ended December 31, 2019 Warrants Outstanding at December 31, 2019 2017 Placement Warrants January 2017 7 years $ 3.17 1,591 1,709,532 90,642 1,618,890 2016 Placement Warrants August and September 2016 7 years $ 2.95 225,026 1,130,615 593,352 537,263 Total 226,617 2,840,147 683,994 2,156,153 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2018 1,908,626 11,603,708 $ 6.64 7.6 $ 10,151 Additional options authorized 3,853,280 Options granted (2,652,505 ) 2,652,505 8.13 Options exercised — (2,219,251 ) 4.34 Options cancelled 871,116 (871,116 ) 7.15 Withheld shares to pay for taxes on vested RSUs 253,986 RSUs granted (3,356,820 ) RSUs forfeited 70,732 Balance at December 31, 2019 948,415 11,165,846 $ 7.44 7.6 $ 1,907 Vested and exercisable at December 31, 2019 5,120,484 $ 6.32 6.2 $ 1,824 Vested and expected to vest at December 31, 2019 10,561,531 $ 7.38 7.5 $ 1,899 |
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, 2019 2018 2017 Expected term (in years) 6.0 6.0 5.9 Expected volatility (%) 60.7% 60.4% 66.0% Risk-free interest rate (%) 2.4% 2.8% 2.1% Expected dividend yield (%) 0% 0% 0% |
Summary of RSU Activity (Detail) | A summary of the Company’s RSU activity and related information is as follows: RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2018 1,736,234 $ 9.65 RSUs granted 3,356,820 $ 3.63 RSUs vested (642,545 ) $ 9.45 (70,732 ) $ 6.16 Unvested at December 31, 2019 4,379,777 $ 5.14 Vested and unreleased 116,344 Outstanding at December 31 2019 4,496,121 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 1,603 $ 1,411 $ 952 Selling and marketing 1,300 700 303 General and administrative 16,542 12,058 4,064 Total stock-based compensation expense $ 19,445 $ 14,169 $ 5,319 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Differences Between Federal Income Tax Rate and Effective Tax Rate | 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, 2019 2018 2017 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 34.0 % State taxes, net of federal benefit 0.0 0.0 0.0 Change in federal statutory rate 0.0 0.0 (54.1 ) Non-deductible items and other (2.8 ) (0.2 ) 0.5 Federal and state credits 0.6 0.7 0.5 Change in valuation allowance (18.8 ) (21.5 ) 19.1 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, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 101,967 $ 76,753 Research and development tax credits 5,872 4,699 Reserves and accruals 5,720 1,444 Operating lease liability 3,088 — Other 3,422 9,109 Total deferred tax assets 120,069 92,005 Less: Valuation allowance (117,229 ) (92,005 ) Net deferred tax assets 2,840 — Deferred tax liabilities Right-of-use assets (2,840 ) — Total deferred tax liabilities (2,840 ) — Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | At December 31, 2019 and 2018, the Company’s unrecognized tax benefits consist of the following (in thousands): Year Ended December 31, 2019 2018 Unrecognized tax benefit, beginning of period $ 1,595 $ 1,135 Gross increases — current year tax positions 595 422 Gross increases — prior year tax positions — 38 Gross decreases — prior year tax positions (32 ) — Unrecognized tax benefit, end of period $ 2,158 $ 1,595 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Net loss attributable to common stockholders, basic and diluted $ (120,199 ) $ (79,124 ) $ (72,176 ) Weighted-average common shares used in computing net loss per share, basic and diluted 102,001,954 81,123,140 58,457,868 Net loss per share, basic and diluted $ (1.18 ) $ (0.98 ) $ (1.23 ) |
Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | Since the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share, because the inclusion of any potential common shares outstanding would have an anti-dilutive effect. 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, 2019 2018 2017 Convertible preferred stock (if converted) — 369,934 — Options to purchase common stock 10,352,702 10,486,468 7,914,067 Common stock warrant 4,052,705 4,464,965 3,345,674 Restricted stock units 2,126,017 903,163 108,107 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area Based on the Customers' Location | The following table sets forth revenue by geographic area based on the customers’ location (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 46,236 $ 34,231 $ 11,506 France 12,235 5,812 — Germany 7,393 13,727 — Rest of world 21,918 27,192 22,536 Total revenue $ 87,782 $ 80,962 $ 34,042 |
Background and Organization - A
Background and Organization - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Net loss | $ (120,199) | $ (76,396) | $ (72,176) |
Net cash used from operations | (79,567) | (122,194) | $ (70,053) |
Cash and cash equivalents | $ 226,783 | $ 167,432 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 1,404,000 | $ 1,933,000 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Inventory lower of cost and net realizable value adjustment | 0 | 340,000 | $ 911,000 | |
Asset retirement obligation | 900,000 | |||
Impairment loss recognized | $ 0 | 0 | 0 | |
Service contract term | 12 months | |||
Deferred commission | $ 2,100,000 | 3,900,000 | ||
Penalties and interest related to income taxes | 0 | |||
Operating lease, right-of-use assets | 11,720,000 | 0 | ||
Operating lease, liabilities | 12,743,000 | |||
ASU 2016-02 | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease, right-of-use assets | $ 11,900,000 | |||
Operating lease, liabilities | $ 12,600,000 | |||
Asset Retirement Obligation | ||||
Significant Accounting Policies [Line Items] | ||||
Accretion expenses | $ 43,000 | 33,000 | $ 40,000 | |
Software | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 2 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 15 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 | $ 500,000 | $ 1,000,000 |
Summary of Significant Accoun_5
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 16.00% | ||
Revenue | Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 17.00% | ||
Revenue | Customer H | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 14.00% | ||
Revenue | Customer I | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 17.00% | ||
Revenue | Customer J | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 16.00% | ||
Revenue | Customer K | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 14.00% | ||
Revenue | Customer L | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 10.00% | ||
Accounts Receivable | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 34.00% | ||
Accounts Receivable | Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 25.00% | ||
Accounts Receivable | Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 15.00% | ||
Accounts Receivable | Customer D | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 23.00% | ||
Accounts Receivable | Customer E | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 22.00% | ||
Accounts Receivable | Customer F | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 19.00% | ||
Accounts Receivable | Customer G | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 16.00% | ||
Accounts Receivable | Customer H | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 15.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization Periods for Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
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 | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Prototype | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 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 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 45,802 | $ 31,713 |
Less: accumulated depreciation and amortization | (22,403) | (17,755) |
Property and equipment, net | 23,399 | 13,958 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,419 | 12,425 |
Machine and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 15,816 | 12,654 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,718 | 4,600 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,284 | 636 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,389 | 1,250 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,176 | $ 148 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization | $ 4.7 | $ 3.4 | $ 2.2 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 9,577 | $ 5,047 |
Accrued accounts payable | 4,764 | 3,626 |
Payroll withholding tax, sales and other tax payable | 1,066 | 782 |
Accrued legal and accounting | 1,175 | 360 |
Product upgrade reserve | 3,794 | 0 |
Other | 1,014 | 168 |
Total accrued liabilities | $ 21,390 | $ 9,983 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 14,010 | $ 19,475 |
Less: current portion of deferred revenue | (10,457) | (13,731) |
Noncurrent portion of deferred revenue | 3,553 | 5,744 |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 3,141 | 9,623 |
Service | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 8,473 | 6,981 |
Distribution Rights | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 2,396 | $ 2,871 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Long Term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued interest, noncurrent portion | $ 516 | $ 0 |
Deferred rent, noncurrent portion | 0 | 628 |
Other | 861 | 192 |
Total other-long term liabilities | $ 1,377 | $ 820 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Warrants exercised | 683,994 | 226,617 | |
Change in fair value of Level 3 financial liabilities | $ 2,496,000 | $ 9,379,000 | $ (16,598,000) |
Two Thousand Sixteen And Two Thousand Seventeen Private Placement Warrants | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Warrants exercised | 683,994 | 385,627 | |
Aggregate fair value of warrants upon exercise | $ 4,000,000 | $ 1,200,000 | |
Change in fair value of Level 3 financial liabilities | 2,500,000 | 9,400,000 | (16,600,000) |
Transfers between Level 1 to Level 2 | 0 | 0 | 0 |
Transfers between Level 2 to Level 1 | 0 | 0 | 0 |
Transfers into or out of Level 3 | $ 0 | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | $ 5,373 | $ 11,844 |
Fair Value Measurement on Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 5,373 | 11,844 |
Fair Value Measurement on Recurring Basis | 2017 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 1,330 | 7,115 |
Fair Value Measurement on Recurring Basis | 2016 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 4,043 | 4,729 |
Fair Value Measurement on Recurring Basis | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 1 | 2017 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 1 | 2016 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 2 | 2017 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 2 | 2016 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Fair Value Measurement on Recurring Basis | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 5,373 | 11,844 |
Fair Value Measurement on Recurring Basis | Level 3 | 2017 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 1,330 | 7,115 |
Fair Value Measurement on Recurring Basis | Level 3 | 2016 Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | $ 4,043 | $ 4,729 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summarizes Changes in Fair Value of Level 3 Financial Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Fair value, beginning of period | $ 11,844 | $ 22,420 | $ 2,723 |
Change in fair value of Level 3 financial liabilities | (2,496) | (9,379) | 16,598 |
Fair value, end of period | 5,373 | 11,844 | 22,420 |
2016 Placement Warrants | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Issuance of Placement Warrants | 0 | 0 | 0 |
Fair value of Placement Warrants at exercise | (3,457) | (1,187) | (200) |
2017 Placement Warrants | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Issuance of Placement Warrants | 0 | 0 | 3,373 |
Fair value of Placement Warrants at exercise | $ (518) | $ (10) | $ (74) |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jan. 01, 2020 | Jun. 26, 2015USD ($) | Dec. 31, 2018USD ($)Installment | Oct. 31, 2017USD ($) | Apr. 30, 2017USD ($) | May 31, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 25, 2016 | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Debt extinguishment loss | $ 0 | $ (2,416,000) | $ 0 | |||||||||
CRG Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||
Current borrowing capacity | 30,000,000 | |||||||||||
Remaining borrowing capacity | $ 5,000,000 | $ 20,000,000 | $ 20,000,000 | |||||||||
Debt drawn | $ 30,000,000 | $ 0 | $ 15,000,000 | |||||||||
Debt maturity date | Jun. 30, 2020 | |||||||||||
Interest payment end date | Mar. 31, 2020 | |||||||||||
Frequency of periodic payment | quarterly | |||||||||||
Debt Instrument Interest Payment Period | 3 years | |||||||||||
Debt instrument interest rate percentage | 12.50% | |||||||||||
Debt instrument cash interest rate percentage | 8.00% | |||||||||||
Deferred payment in-kind interest rate | 4.50% | |||||||||||
Facility fee | 7.00% | |||||||||||
Term loan first amendment description | In March 2016, the Company amended the agreement with regard to the conditions for borrowing the remaining $20.0 million under the CRG Term Loan if certain product and service revenue amounts were achieved. | |||||||||||
Term loan second, third and fourth amendment description | In April and October 2017, and in February 2018, the Company executed three amendments, which allowed the Company to borrow the remaining $5.0 million through June 30, 2017, included an additional $15.0 million borrowing capacity available through December 31, 2017, extended the interest only and payment in-kind period, decreased the combined 2016 and 2017 revenue covenant, and increased the facility fee by 1.75%. | |||||||||||
Additional borrowing capacity | $ 15,000,000 | |||||||||||
Existing capacity extended expiration date | Jun. 30, 2017 | |||||||||||
Additional capacity extended expiration date | Dec. 31, 2017 | |||||||||||
Increase in facility fee | 1.75% | |||||||||||
Debt extinguishment loss | $ 2,400,000 | |||||||||||
Write-off of unamortized debt discount and debt issuance costs | $ 300,000 | |||||||||||
CRG Term Loan | First 12 Months | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment penalty | 3.00% | |||||||||||
CRG Term Loan | After Year 1 but on or Before Year 2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment penalty | 2.00% | |||||||||||
CRG Term Loan | After Year 2 but on or Before Year 3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment penalty | 1.00% | |||||||||||
CRG Term Loan | After Year 3 Thereafter Until Maturity | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment penalty | 0.00% | |||||||||||
SVB Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt maturity date | Dec. 1, 2023 | |||||||||||
Frequency of periodic payment | monthly | |||||||||||
Debt instrument interest rate percentage | 6.30% | 6.30% | ||||||||||
Total principal amount | $ 56,000,000 | $ 56,000,000 | ||||||||||
Number of installments | Installment | 36 | |||||||||||
Number of installments if achieving trailing revenue target and company so elects | Installment | 30 | |||||||||||
Debt instrument description | Beginning on December 1, 2020 (or June 1, 2021, if the Company achieves a trailing twelve-month revenue of at least a specified amount and elects to apply such later date), the Company will make thirty-six equal monthly payments of principal (or thirty equal payments, if the Company so elects). | |||||||||||
Final payment percentage of original principal amount | 3.15% | 3.15% | ||||||||||
Proceeds from term loan | $ 55,400,000 | |||||||||||
Legal and consulting fees | $ 600,000 | |||||||||||
Debt instrument amendment terms | 0 | |||||||||||
Minimum liquidity ratio of financial covenant | 1.50 | |||||||||||
Percentage of prepayment premium for term loan | 1.00% | |||||||||||
SVB Term Loan | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amendment terms | 0 | |||||||||||
Minimum liquidity ratio of financial covenant | 1.75 | |||||||||||
Percentage of prepayment premium for term loan | 2.00% |
Debt - Scheduled Future Payment
Debt - Scheduled Future Payments on Term Loan (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (1,556) | $ 0 |
Long-term portion | 53,995 | $ 55,364 |
SVB Term Loan | ||
Debt Instrument [Line Items] | ||
2020 | 1,555 | |
2021 | 18,667 | |
2022 | 18,667 | |
2023 | 17,111 | |
Total future principal payments | 56,000 | |
Less: unamortized debt discount | (449) | |
Carrying value of long-term debt | 55,551 | |
Less: current portion | (1,556) | |
Long-term portion | $ 53,995 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 10, 2019Patent | May 31, 2019ft² | Jun. 30, 2018 | Apr. 30, 2018ft² | Jun. 30, 2014ft² | Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | ||||||||
Weighted-average remaining lease term | 5 years 4 months 24 days | |||||||
Weighted-average discount rate | 7.70% | |||||||
Operating lease cost | $ | $ 2.9 | |||||||
Rent expense | $ | $ 1.4 | $ 1.3 | ||||||
Number of patents infringes | Patent | 2 | |||||||
Purchase commitments | $ | $ 3.2 | |||||||
Lease Agreement | Oakwood Village, Ohio | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of land | ft² | 19,800 | |||||||
Lease agreement, expiration date | Oct. 31, 2021 | |||||||
Lease Agreement | Mountain View, California | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of land | ft² | 24,600 | 25,500 | ||||||
Lease agreement, expiration date | Jul. 31, 2025 | Dec. 31, 2025 | Nov. 30, 2019 | |||||
Option to extend, description operating lease | extend the term of the lease agreement through July 2025 | |||||||
Option to extend, existence operating Lease | true | |||||||
Lease commencement date | 2018-12 | |||||||
Lease Agreement | Mountain View, California | Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Lease agreement, renewal term | 5 years | |||||||
Sub-Lease Agreement | Denver, Colorado | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of land | ft² | 19,800 | |||||||
Lease agreement, expiration date | May 31, 2021 | |||||||
Lease commencement date | 2019-06 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Cash Flow Transactions Arising From Lease Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,451 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,647 | $ 0 | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments and Interest Expense for Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2020 | $ 3,148 |
2021 | 2,831 |
2022 | 2,496 |
2023 | 2,571 |
2024 | 2,604 |
Thereafter | 1,924 |
Total undiscounted cash flows | 15,574 |
Less: imputed interest | (2,831) |
Present value of lease liabilities | $ 12,743 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2019 | $ 2,070 |
2020 | 2,353 |
2021 | 2,424 |
2022 | 2,496 |
2023 | 2,571 |
Thereafter | 4,532 |
Total future minimum payments | $ 16,446 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Types and Geography (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | $ 87,782 | $ 80,962 | $ 34,042 |
Product | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 79,504 | 76,626 | 30,458 |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 7,803 | 3,861 | 3,109 |
Distribution Rights | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 475 | 475 | 475 |
U.S. | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 46,236 | 34,231 | 11,506 |
U.S. | Product | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 41,985 | 32,265 | 9,529 |
U.S. | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 4,251 | 1,966 | 1,977 |
Outside of U.S. ("OUS") | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 41,546 | 46,731 | 22,536 |
Outside of U.S. ("OUS") | Product | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 37,519 | 44,361 | 20,929 |
Outside of U.S. ("OUS") | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | 3,552 | 1,895 | 1,132 |
Outside of U.S. ("OUS") | Distribution Rights | |||
Disaggregation Of Revenue [Line Items] | |||
Product, service and distribution rights revenue | $ 475 | $ 475 | $ 475 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Revenues [Line Items] | |||||
Long-term trade receivables | $ 200,000 | $ 400,000 | |||
Long-term trade credit maintenance services term | 1 year | ||||
Allowance for doubtful accounts | $ 0 | 0 | |||
Deferred revenue, recognized | 10,900,000 | $ 19,900,000 | $ 6,600,000 | ||
Company recognized revenue from performance obligations satisfied in a prior period | $ 900,000 | ||||
Minimum | |||||
Revenues [Line Items] | |||||
Expected long-term trade receivables collection period | 3 years | ||||
Maximum | |||||
Revenues [Line Items] | |||||
Expected long-term trade receivables collection period | 4 years | ||||
Itochu Corporation Agreement | |||||
Revenues [Line Items] | |||||
Remaining term of distribution agreement | 8 years 6 months | ||||
Itochu Corporation Agreement | Distribution Rights | |||||
Revenues [Line Items] | |||||
Distribution revenue reclassified as deferred revenue | $ 4,000,000 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 1,000,000 | $ 600,000 | $ 300,000 | ||
General and Administrative | |||||
Licenses Agreements [Line Items] | |||||
Royalty Expense | $ 0 | $ 30,000 | $ 25,000 | ||
Minimum | |||||
Licenses Agreements [Line Items] | |||||
Royalty payment per quarter | $ 50,000 |
Distribution Agreement - Additi
Distribution Agreement - Additional Information (Detail) - Itochu Corporation Agreement $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||
Aug. 31, 2016USD ($) | Dec. 31, 2014USD ($)Installment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | |
Distribution Agreement [Line Items] | ||||||
Distribution agreement term | 10 years | |||||
Distribution fees | $ 0.5 | $ 0.5 | $ 0.5 | |||
Number of installments | Installment | 3 | |||||
Remaining term of distribution agreement | 8 years 6 months | |||||
Distribution Rights | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | $ 4 | |||||
Distribution fee reclassified to deferred revenue | $ 4 | |||||
First Installment | Distribution Rights | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | 1 | |||||
Second Installment | Distribution Rights | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | 1 | |||||
Third Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees payment | $ 2 | |||||
Third Installment | Distribution Rights | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | $ 2 | |||||
First and Second Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees payment | $ 2 |
Equity Financing - Additional I
Equity Financing - Additional Information (Detail) - USD ($) | Dec. 06, 2019 | Dec. 03, 2019 | Aug. 17, 2018 | Aug. 14, 2018 | Feb. 28, 2018 | Oct. 31, 2017 | Jan. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 | Apr. 19, 2018 | Apr. 30, 2017 |
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Proceed from private placement and equity issuances, gross | $ 26,100,000 | $ 13,800,000 | ||||||||||||
Preferred stock conversion rate | 100.00% | |||||||||||||
2016 Placement Warrants | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock, shares | 1,380,745 | |||||||||||||
Warrant exercise price | $ 2.95 | $ 2.95 | ||||||||||||
Warrant expiration period | 7 years | 7 years | ||||||||||||
2017 Placement Warrants | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock, shares | 1,720,512 | |||||||||||||
Warrant exercise price | $ 3.17 | $ 3.17 | ||||||||||||
Warrant expiration date | Jan. 31, 2024 | |||||||||||||
Warrant expiration period | 7 years | |||||||||||||
Warrant exercisable date | Jul. 31, 2017 | |||||||||||||
Underwriters | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Underwriting agreement date | Dec. 3, 2019 | Aug. 14, 2018 | ||||||||||||
Number of shares issued in transaction | 41,550,000 | 16,216,217 | ||||||||||||
Sale of stock, price | $ 3.13 | $ 9.25 | ||||||||||||
Option to purchase additional shares | 30 days | 30 days | ||||||||||||
Aggregate proceeds from issuance of common stock | $ 138,400,000 | $ 161,900,000 | ||||||||||||
Underwriters | Common Stock | Maximum | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Number of additional shares issued in transaction | 6,232,500 | 2,432,432 | ||||||||||||
2017 Direct Registered Offering | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Aggregate proceeds from issuance of common stock | $ 49,900,000 | |||||||||||||
Stock issued during period | 8,382,643 | |||||||||||||
March 2018 Direct Registered Offering | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Proceed from private placement and equity issuances, gross | $ 59,100,000 | |||||||||||||
March 2018 Direct Registered Offering | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Stock issued during period | 4,090,000 | |||||||||||||
March 2018 Direct Registered Offering | Series A Convertible Preferred Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Stock issued during period | 3,000,581 | |||||||||||||
March 2018 Direct Registered Offering Warrants | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock, shares | 1,418,116 | |||||||||||||
Warrant exercise price | $ 8.31 | |||||||||||||
Warrant expiration date | Mar. 31, 2025 | |||||||||||||
2016 Private Placement | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Number of shares issued in transaction | 4,602,506 | |||||||||||||
Proceed from private placement and equity issuances, gross | $ 13,800,000 | |||||||||||||
2017 Private Placement | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Number of shares issued in transaction | 8,602,589 | |||||||||||||
Proceed from private placement and equity issuances, gross | $ 26,100,000 | |||||||||||||
At The Market Offering Program | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Aggregate proceeds from issuance of common stock | $ 0 | $ 278,000 | $ 40,126,000 | |||||||||||
At The Market Offering Program | Maximum | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Maximum aggregate offering price | $ 75,000,000 | $ 250,000,000 | ||||||||||||
Maximum common stock saleable shares, value | $ 100,000,000 | $ 50,000,000 | ||||||||||||
At The Market Offering Program | Common Stock | ||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||
Aggregate proceeds from issuance of common stock | $ 0 | $ 300,000 | $ 40,100,000 | |||||||||||
Stock issued during period | 0 | 33,097 | 6,575,062 | |||||||||||
Average market price per share | $ 8.41 | $ 6.10 |
Common Stock Reserved for Iss_3
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 22,967,741 | 21,576,339 |
Shares available for future stock option grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 948,415 | 1,908,626 |
ESPP shares available for issuance | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 2,743,340 | 1,780,020 |
Warrants to purchase common stock | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 3,614,019 | 4,426,244 |
Options To Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 11,165,846 | 11,603,708 |
Shares issuable upon settlement of restricted stock units outstanding | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 4,496,121 | 1,857,741 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 19, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Preferred Stock [Line Items] | ||||
Preferred stock conversion rate | 100.00% | |||
Convertible preferred stock, shares outstanding | 0 | 0 | ||
Series A Convertible Preferred Stock | 2018 Direct Registered Offering | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 3,000,581 | |||
Stock price | $ 8.31 | |||
Convertible preferred stock, beneficial conversion feature | $ 2.7 | |||
Number of preferred stock converted into common stock | 3,000,581 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Common Stock Warrants [Line Items] | |||||||||
Placement warrants not excercised and remained outstanding | 2,156,153 | 2,840,147 | |||||||
Proceed from private placement and equity issuances, gross | $ 26,100 | $ 13,800 | |||||||
Fair value of warrants upon issuance | $ 3,400 | $ 2,700 | |||||||
Gain (loss) related to change in fair value | $ 2,496 | $ 9,379 | $ (16,598) | ||||||
2018 Direct Registered Offering | Common Stock | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Warrants issued | 1,418,116 | ||||||||
Exercise price | $ 8.31 | ||||||||
Common stock warrants, expiration date | Mar. 31, 2025 | ||||||||
Proceed from private placement and equity issuances, gross | $ 59,100 | ||||||||
Fair value of warrants upon issuance | 7,400 | ||||||||
Allocated portion of proceeds from issuance of stock and warrants | $ 6,600 | ||||||||
Equity Classified Common Stock Warrants | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Warrants issued | 128,231 | ||||||||
Exercise price | $ 5.84 | ||||||||
Common stock warrants, expiration date | Dec. 16, 2023 | ||||||||
Stock issued during period | 36,457 | ||||||||
Number of warrant exercised | 128,231 | ||||||||
Placement warrants not excercised and remained outstanding | 0 | ||||||||
2015 Placement Equity Classified Common Stock Warrants | Insiders | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Warrants issued | 198,760 | 198,760 | |||||||
Exercise price | $ 5 | $ 5 | |||||||
Stock issued during period | 92,487 | ||||||||
Number of warrant exercised | 159,010 | ||||||||
Placement warrants not excercised and remained outstanding | 39,750 | ||||||||
Warrant expiration period | 5 years | 5 years | |||||||
2016 Placement Warrants | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Warrants issued | 1,380,745 | ||||||||
Exercise price | $ 2.95 | $ 2.95 | |||||||
Placement warrants not excercised and remained outstanding | 537,263 | 1,130,615 | |||||||
Warrant expiration period | 7 years | 7 years | |||||||
2016 Placement Warrants | Common Stock | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Gain (loss) related to change in fair value | $ 100 | $ (4,000) | 7,400 | ||||||
2017 Placement Warrants | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Warrants issued | 1,720,512 | ||||||||
Exercise price | $ 3.17 | $ 3.17 | |||||||
Placement warrants not excercised and remained outstanding | 1,618,890 | 1,709,532 | |||||||
Warrant expiration period | 7 years | ||||||||
2017 Placement Warrants | Common Stock | |||||||||
Common Stock Warrants [Line Items] | |||||||||
Gain (loss) related to change in fair value | $ (2,600) | $ (5,400) | $ 9,200 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions to Use Option Pricing Model (Detail) | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Jan. 31, 2017 | Sep. 30, 2016 |
Common Stock | 2018 Direct Registered Offering | Expected Term | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Expected term (in years) | 7 years | ||||
Common Stock | 2018 Direct Registered Offering | Expected Volatility | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.625 | ||||
Common Stock | 2018 Direct Registered Offering | Risk-free Interest Rate | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.028 | ||||
Common Stock | 2018 Direct Registered Offering | Expected Dividend Yield | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | ||||
2017 Placement Warrants | Expected Term | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Expected term (in years) | 4 years | 5 years 1 month 6 days | 7 years | ||
2017 Placement Warrants | Expected Volatility | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.680 | 0.608 | 0.629 | ||
2017 Placement Warrants | Risk-free Interest Rate | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.017 | 0.025 | 0.022 | ||
2017 Placement Warrants | Expected Dividend Yield | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 | ||
2016 Placement Warrants | Expected Term | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Expected term (in years) | 3 years 7 months 6 days | 4 years 8 months 12 days | 7 years | ||
2016 Placement Warrants | Expected Volatility | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.675 | 0.609 | 0.616 | ||
2016 Placement Warrants | Risk-free Interest Rate | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.016 | 0.025 | 0.014 | ||
2016 Placement Warrants | Expected Dividend Yield | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 |
Warrants - Schedule of Key Term
Warrants - Schedule of Key Terms of Placement Warrants (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Warrants Exercised | 683,994 | 226,617 | ||
Warrants Outstanding | 2,156,153 | 2,840,147 | ||
2017 Placement Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Issuance Date | 2017-01 | |||
Term | 7 years | |||
Exercise Price Per Share | $ 3.17 | $ 3.17 | ||
Warrants Exercised | 90,642 | 1,591 | ||
Warrants Outstanding | 1,618,890 | 1,709,532 | ||
2016 Placement Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Issuance Date | 2016-08 | |||
Issuance Date | 2016-09 | |||
Term | 7 years | 7 years | ||
Exercise Price Per Share | $ 2.95 | $ 2.95 | ||
Warrants Exercised | 593,352 | 225,026 | ||
Warrants Outstanding | 537,263 | 1,130,615 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option grant, description | Options granted pursuant to the 2008 Plan and the 2015 Plan may be either incentive stock options or non-statutory stock options. Options granted pursuant to the 2018 Plan are non-statutory stock options. | ||
Common stock reserved for issuance | 22,967,741 | 21,576,339 | |
Weighted average grant date fair value of options granted, per share | $ 4.67 | $ 4.89 | $ 3.38 |
Grant date fair value of options vested | $ 14,400,000 | $ 6,300,000 | $ 4,800,000 |
Aggregate intrinsic value of options exercised | 7,800,000 | 17,700,000 | 2,600,000 |
Unrecognized compensation cost | $ 25,200,000 | ||
Weighted average period for recognition of compensation costs | 2 years 8 months 12 days | ||
Weighted average grant date fair value of RSUs granted | $ 3.63 | ||
Stock-based compensation expense capitalized | $ 0 | $ 0 | $ 0 |
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 4,496,121 | 1,857,741 | |
Weighted average period for recognition of compensation costs | 2 years 1 month 6 days | ||
Weighted average grant date fair value of RSUs granted | $ 9.65 | $ 8.02 | |
Total grant date fair value of RSUs | $ 12,200,000 | $ 17,000,000 | $ 400,000 |
Total fair value of RSUs vested | 6,000,000 | $ 300,000 | $ 400,000 |
Unrecognized stock based compensation cost | $ 16,800,000 | ||
Shares expected to vest | 4,145,163 | ||
Restricted Stock Units (RSUs) | Minimum | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Restricted Stock Units (RSUs) | Maximum | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 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, Two Thousand Fifteen and Two Thousand Eighteen Stock Option Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expiration period of stock option plan | 10 years | ||
Vesting period | 4 years | ||
Two Thousand Eight, Two Thousand Fifteen and Two Thousand Eighteen Stock Option Plan | Ten Percent Stockholder | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Voting power Percentage | 10.00% | ||
Expiration period of stock option plan | 5 years | ||
Two Thousand Eight, Two Thousand Fifteen and Two Thousand Eighteen 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 | 2,743,340 | 1,780,020 | |
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, 2019 | Dec. 31, 2018 | |
Shares Available for Grant | ||
Shares Available for Grant, Beginning balance | 1,908,626 | |
Shares Available for Grant, Additional options authorized | 3,853,280 | |
Shares Available for Grant, Options granted | (2,652,505) | |
Shares Available for Grant, Options cancelled | 871,116 | |
Shares Available for Grant,Withheld shares to pay for taxes on vested RSUs | 253,986 | |
Shares Available for Grant, RSUs granted | (3,356,820) | |
Shares Available for Grant, RSUs forfeited | 70,732 | |
Shares Available for Grant, Ending balance | 948,415 | 1,908,626 |
Number of Stock Options Outstanding | ||
Number of Stock Options Outstanding, Beginning balance | 11,603,708 | |
Number of Stock Options Outstanding, Options granted | 2,652,505 | |
Number of Stock Options Outstanding, Options exercised | (2,219,251) | |
Number of Stock Options Outstanding, Options cancelled | (871,116) | |
Number of Stock Options Outstanding, Ending balance | 11,165,846 | 11,603,708 |
Number of Stock Options Outstanding, Vested and exercisable | 5,120,484 | |
Number of Stock Options Outstanding, Vested and expected to vest | 10,561,531 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 6.64 | |
Weighted- Average Exercise Price, Options granted | 8.13 | |
Weighted- Average Exercise Price, Options exercised | 4.34 | |
Weighted- Average Exercise Price, Options cancelled | 7.15 | |
Weighted- Average Exercise Price, Ending balance | 7.44 | $ 6.64 |
Weighted- Average Exercise Price, Vested and exercisable | 6.32 | |
Weighted- Average Exercise Price, Vested and expected to vest | $ 7.38 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Options Outstanding, Weighted- Average Remaining Contractual Life (Years) | 7 years 7 months 6 days | 7 years 7 months 6 days |
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable | 6 years 2 months 12 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 6 months | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 1,907 | $ 10,151 |
Aggregate Intrinsic Value, Vested and exercisable | 1,824 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 1,899 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected term (in years) | 6 years | 6 years | 5 years 10 months 24 days |
Expected volatility (%) | 60.70% | 60.40% | 66.00% |
Risk-free interest rate (%) | 2.40% | 2.80% | 2.10% |
Expected dividend yield (%) | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unvested at December 31, 2018, Number of Shares | 1,736,234 |
RSUs granted, Number of Shares | 3,356,820 |
RSUs vested, Number of Shares | (642,545) |
RSUs forfeited, Number of Shares | (70,732) |
Unvested at December 31, 2019, Number of Shares | 4,379,777 |
Vested and unreleased, Number of Shares | 116,344 |
Outstanding at December 31 2019, Number of Shares | 4,496,121 |
Unvested at December 31, 2018, Weighted Average Grant Date Fair Value | $ / shares | $ 9.65 |
RSUs granted, Weighted Average Grant Date Fair Value | $ / shares | 3.63 |
RSUs vested, Weighted Average Grant Date Fair Value | $ / shares | 9.45 |
RSUs forfeited, Weighted Average Grant Date Fair Value | $ / shares | 6.16 |
Unvested at December 31, 2019, Weighted Average Grant Date Fair Value | $ / shares | $ 5.14 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 19,445 | $ 14,169 | $ 5,319 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,603 | 1,411 | 952 |
Selling and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,300 | 700 | 303 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 16,542 | $ 12,058 | $ 4,064 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Federal statutory tax rate | 21.00% | 21.00% | 34.00% |
Decrease to federal deferred tax assets | $ 38.7 | ||
Deferred Tax Valuation allowance increase (decrease) | $ 25.2 | $ 19.4 | |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 440.7 | ||
Operating loss carryforwards, expiration date | Dec. 31, 2024 | ||
Federal [Member] | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | $ 5.5 | ||
Tax credit carryforwards, expiration date | Dec. 31, 2027 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 260.5 | ||
Operating loss carryforwards, expiration date | Dec. 31, 2020 | ||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | $ 3 | ||
Tax credit carryforwards, expiration date | Dec. 31, 2027 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Expected income tax benefit at the federal statutory rate | 21.00% | 21.00% | 34.00% |
State taxes, net of federal benefit | 0.00% | 0.00% | 0.00% |
Change in federal statutory rate | 0.00% | 0.00% | (54.10%) |
Non-deductible items and other | (2.80%) | (0.20%) | 0.50% |
Federal and state credits | 0.60% | 0.70% | 0.50% |
Change in valuation allowance | (18.80%) | (21.50%) | 19.10% |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 101,967 | $ 76,753 |
Research and development tax credits | 5,872 | 4,699 |
Reserves and accruals | 5,720 | 1,444 |
Operating lease liability | 3,088 | 0 |
Other | 3,422 | 9,109 |
Total deferred tax assets | 120,069 | 92,005 |
Less: Valuation allowance | (117,229) | (92,005) |
Net deferred tax assets | 2,840 | 0 |
Deferred tax liabilities | ||
Right-of-use assets | (2,840) | 0 |
Total deferred tax liabilities | (2,840) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit, beginning of period | $ 1,595 | $ 1,135 |
Gross increases — current year tax positions | 595 | 422 |
Gross increases — prior year tax positions | 0 | 38 |
Gross decreases — prior year tax positions | (32) | 0 |
Unrecognized tax benefit, end of period | $ 2,158 | $ 1,595 |
Employee Benefits - Additional
Employee Benefits - Additional information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
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. Participant contributions are limited to a maximum annual amount as set periodically by the IRC. | ||
Employer matching contribution | 50.00% | ||
Matching contribution to 401(k) plan | $ 900,000 | $ 500,000 | $ 0 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution percent of eligible compensation | 6.00% |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders, basic and diluted | $ (120,199) | $ (79,124) | $ (72,176) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 102,001,954 | 81,123,140 | 58,457,868 |
Net loss per share, basic and diluted | $ (1.18) | $ (0.98) | $ (1.23) |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible preferred stock (if converted) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 0 | 369,934 | 0 |
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 | 10,352,702 | 10,486,468 | 7,914,067 |
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 | 4,052,705 | 4,464,965 | 3,345,674 |
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 | 2,126,017 | 903,163 | 108,107 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) - Segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | |
Reportable Geographical Components | United States | ||
Segment Reporting Information [Line Items] | ||
Location of long-lived assets description | nearly all long-lived assets are located in the United States | nearly all long-lived assets are located in the United States |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Revenue by Geographic Area Based on the Customers' Location (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 87,782 | $ 80,962 | $ 34,042 |
United States | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 46,236 | 34,231 | 11,506 |
Reportable Geographical Components | United States | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 46,236 | 34,231 | 11,506 |
Reportable Geographical Components | France | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 12,235 | 5,812 | 0 |
Reportable Geographical Components | Germany | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 7,393 | 13,727 | 0 |
Reportable Geographical Components | Rest of World | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 21,918 | $ 27,192 | $ 22,536 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Chindex Shanghai International Trading Company Limited | Nov. 29, 2019USD ($)Installment | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||
Distribution agreement term | 5 years | |
Distribution agreement additional term | 5 years | |
Number of installments | Installment | 3 | |
Distribution fees payment | $ 0 | |
Upfront Fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees | $ 3,500,000 | |
First Installment | Upfront Fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees | 1,500,000 | |
Second Installment | Upfront Fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees | 1,000,000 | |
Third Installment | Upfront Fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees | $ 1,000,000 |