Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 23, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | ViewRay, Inc. | |
Entity Central Index Key | 0001597313 | |
Document Type | 10-Q | |
Trading Symbol | VRAY | |
Document Period End Date | Jun. 30, 2020 | |
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 | 147,944,735 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
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 Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 179,514 | $ 226,783 |
Accounts receivable | 22,089 | 16,817 |
Inventory | 48,197 | 55,031 |
Deposits on purchased inventory | 4,643 | 6,457 |
Deferred cost of revenue | 6,273 | 3,466 |
Prepaid expenses and other current assets | 5,568 | 3,310 |
Total current assets | 266,284 | 311,864 |
Property and equipment, net | 22,718 | 23,399 |
Restricted cash | 1,860 | 1,404 |
Intangible assets, net | 53 | 55 |
Right-of-use assets | 10,621 | 11,720 |
Other assets | 1,642 | 1,577 |
TOTAL ASSETS | 303,178 | 350,019 |
Current liabilities: | ||
Accounts payable | 4,852 | 13,739 |
Accrued liabilities | 17,361 | 21,390 |
Customer deposits | 16,047 | 9,662 |
Operating lease liability, current | 2,347 | 2,264 |
Current portion of long-term debt | 10,889 | 1,556 |
Deferred revenue, current | 16,788 | 10,457 |
Total current liabilities | 68,284 | 59,068 |
Deferred revenue, net of current portion | 3,069 | 3,553 |
Long-term debt | 44,756 | 53,995 |
Warrant liabilities | 2,072 | 5,373 |
Operating lease liability, noncurrent | 9,293 | 10,479 |
Other long-term liabilities | 1,680 | 1,377 |
TOTAL LIABILITIES | 129,154 | 133,845 |
Commitments and contingencies (Note 6) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at June 30, 2020 and December 31, 2019; no shares issued and outstanding at June 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at June 30, 2020 and December 31, 2019; 147,616,373 and 147,191,695 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 1,466 | 1,462 |
Additional paid-in capital | 745,418 | 733,888 |
Accumulated deficit | (572,860) | (519,176) |
TOTAL STOCKHOLDERS’ EQUITY | 174,024 | 216,174 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 303,178 | $ 350,019 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 147,616,373 | 147,191,695 |
Common stock, shares outstanding | 147,616,373 | 147,191,695 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 14,224 | $ 30,167 | $ 28,474 | $ 50,451 |
Cost of revenue: | ||||
Total cost of revenue | 15,266 | 26,921 | 31,623 | 52,569 |
Gross margin | (1,042) | 3,246 | (3,149) | (2,118) |
Operating expenses: | ||||
Research and development | 6,211 | 6,463 | 12,548 | 11,494 |
Selling and marketing | 3,093 | 7,663 | 8,916 | 12,548 |
General and administrative | 15,227 | 15,398 | 31,015 | 30,507 |
Total operating expenses | 24,531 | 29,524 | 52,479 | 54,549 |
Loss from operations | (25,573) | (26,278) | (55,628) | (56,667) |
Interest income | 87 | 687 | 782 | 907 |
Interest expense | (1,071) | (1,074) | (2,109) | (1,833) |
Other income (expense), net | 405 | (4,133) | 3,271 | (6,566) |
Loss before provision for income taxes | (26,152) | (30,798) | (53,684) | (64,159) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss and comprehensive loss | $ (26,152) | $ (30,798) | $ (53,684) | $ (64,159) |
Net loss per share, basic and diluted | $ (0.18) | $ (0.32) | $ (0.36) | $ (0.66) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 147,563,278 | 97,572,389 | 147,506,244 | 97,129,389 |
Product | ||||
Revenue: | ||||
Total revenue | $ 10,615 | $ 27,905 | $ 22,085 | $ 46,779 |
Cost of revenue: | ||||
Total cost of revenue | 12,714 | 22,814 | 25,843 | 44,847 |
Service | ||||
Revenue: | ||||
Total revenue | 3,490 | 2,143 | 6,151 | 3,434 |
Cost of revenue: | ||||
Total cost of revenue | 2,552 | 4,107 | 5,780 | 7,722 |
Distribution Rights | ||||
Revenue: | ||||
Total revenue | $ 119 | $ 119 | $ 238 | $ 238 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2018 | $ 167,309 | $ 952 | $ 565,334 | $ (398,977) |
Balance, shares at Dec. 31, 2018 | 96,332,023 | |||
Issuance of common stock from option exercises | 8,203 | $ 18 | 8,185 | |
Issuance of common stock from option exercises, shares | 1,701,627 | |||
Stock-based compensation | 9,459 | 9,459 | ||
Issuance of common stock from releases of restricted stock units | $ 1 | (1) | ||
Issuance of common stock from releases of restricted stock units, shares | 54,469 | |||
Issuance of common stock from warrant exercises | $ 2 | (2) | ||
Issuance of common stock from warrant exercises, shares | 171,084 | |||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 2,105 | 2,105 | ||
Net loss | (64,159) | (64,159) | ||
Balance at Jun. 30, 2019 | 122,917 | $ 973 | 585,080 | (463,136) |
Balance, shares at Jun. 30, 2019 | 98,259,203 | |||
Balance at Mar. 31, 2019 | 141,476 | $ 959 | 572,855 | (432,338) |
Balance, shares at Mar. 31, 2019 | 96,933,098 | |||
Issuance of common stock from option exercises | 5,319 | $ 11 | 5,308 | |
Issuance of common stock from option exercises, shares | 1,113,507 | |||
Stock-based compensation | 4,907 | 4,907 | ||
Issuance of common stock from releases of restricted stock units | $ 1 | (1) | ||
Issuance of common stock from releases of restricted stock units, shares | 54,469 | |||
Issuance of common stock from warrant exercises | $ 2 | (2) | ||
Issuance of common stock from warrant exercises, shares | 158,129 | |||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 2,013 | 2,013 | ||
Net loss | (30,798) | (30,798) | ||
Balance at Jun. 30, 2019 | 122,917 | $ 973 | 585,080 | (463,136) |
Balance, shares at Jun. 30, 2019 | 98,259,203 | |||
Balance at Dec. 31, 2019 | 216,174 | $ 1,462 | 733,888 | (519,176) |
Balance, shares at Dec. 31, 2019 | 147,191,695 | |||
Issuance of common stock from option exercises | $ 15 | 15 | ||
Issuance of common stock from option exercises, shares | 20,579 | 20,579 | ||
Stock-based compensation | $ 11,303 | 11,303 | ||
Issuance of common stock from releases of restricted stock units | $ 3 | (3) | ||
Issuance of common stock from releases of restricted stock units, shares | 321,867 | |||
Tax withholding paid on behalf of employees for stock-based awards | (131) | (131) | ||
Issuance of common stock from employee stock purchase plan | 156 | $ 1 | 155 | |
Issuance of common stock from employee stock purchase plan, shares | 82,232 | |||
Write-down of offering costs related to previous issuance of common stock upon public offering | 191 | 191 | ||
Net loss | (53,684) | (53,684) | ||
Balance at Jun. 30, 2020 | 174,024 | $ 1,466 | 745,418 | (572,860) |
Balance, shares at Jun. 30, 2020 | 147,616,373 | |||
Balance at Mar. 31, 2020 | 194,014 | $ 1,464 | 739,258 | (546,708) |
Balance, shares at Mar. 31, 2020 | 147,396,985 | |||
Issuance of common stock from option exercises | 13 | 13 | ||
Issuance of common stock from option exercises, shares | 17,709 | |||
Stock-based compensation | 5,802 | 5,802 | ||
Issuance of common stock from releases of restricted stock units | $ 1 | (1) | ||
Issuance of common stock from releases of restricted stock units, shares | 119,447 | |||
Issuance of common stock from employee stock purchase plan | 156 | $ 1 | 155 | |
Issuance of common stock from employee stock purchase plan, shares | 82,232 | |||
Write-down of offering costs related to previous issuance of common stock upon public offering | 191 | 191 | ||
Net loss | (26,152) | (26,152) | ||
Balance at Jun. 30, 2020 | $ 174,024 | $ 1,466 | $ 745,418 | $ (572,860) |
Balance, shares at Jun. 30, 2020 | 147,616,373 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (53,684) | $ (64,159) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,957 | 2,033 |
Stock-based compensation | 11,304 | 9,459 |
Accretion on asset retirement obligation | 41 | 14 |
Change in fair value of warrant liabilities | (3,301) | 6,935 |
Loss on disposal of property and equipment | 12 | 0 |
Inventory lower of cost or net realizable value adjustment | 150 | 0 |
Amortization of debt discount and interest accrual | 357 | 184 |
Product upgrade reserve | (1,260) | 5,523 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,272) | 1,392 |
Inventory | 6,684 | (8,810) |
Deposits on purchased inventory | 1,814 | 2,350 |
Deferred cost of revenue | (4,390) | (577) |
Prepaid expenses and other assets | (2,327) | 796 |
Accounts payable | (8,470) | 8,256 |
Accrued expenses and other long-term liabilities | (1,865) | 3,791 |
Customer deposits and deferred revenue | 12,232 | (16,739) |
Net cash used in operating activities | (45,018) | (49,552) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,295) | (4,353) |
Net cash used in investing activities | (1,295) | (4,353) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of debt issuance cost | 0 | (168) |
Proceeds from the exercise of stock options | 15 | 8,203 |
Proceeds from employee stock purchase plan | 156 | 0 |
Payments for taxes related to net share settlement of equity awards | (132) | 0 |
Net cash (used in) provided by financing activities | (500) | 8,035 |
NET (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (46,813) | (45,870) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — BEGINNING OF PERIOD | 228,187 | 169,365 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD | 181,374 | 123,495 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 2,140 | 1,811 |
Cash paid for taxes | 28 | 7 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of common stock warrants reclassified from liability to additional paid-in capital upon exercise | 0 | 2,105 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 1,647 |
Transfer of property and equipment from inventory and deferred cost of revenue | 1,583 | 4,394 |
Purchases of property and equipment in accounts payable and accrued liabilities | 65 | 1,146 |
Public Offering | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of offering costs related to common stock public offering | $ (539) | $ 0 |
Background and Organization
Background and Organization | 6 Months Ended |
Jun. 30, 2020 | |
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 U.S. Food and Drug Administration, or 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 Conformité Européene, or CE, mark to MRIdian with Cobalt-60 in the European Economic Area, or EEA, 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. In February 2019, the Company received 510(k) clearance from the FDA for advancements in MRI, 8 frames per second cine, and Functional imaging (T1/T2/DWI) and High-Speed MLC. In December 2019, we received the CE mark for these advancements in the EEA. The Company’s condensed 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 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, operating expenses, and debt service obligations. During the six months ended June 30, 2020, the Company incurred a net loss from operations of $53.7 million and used cash in operations of $45.0 million. The Company believes that its existing cash balance of $179.5 million as of June 30, 2020, together with anticipated cash proceeds from sales of MRIdian systems will be sufficient to provide liquidity to fund its obligations for at least the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The condensed 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. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020, and have not changed significantly since that filing. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Topic 740 reduces complexity in certain areas of accounting for income taxes and makes minor improvements to the codification. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this update on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U . S . GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted FASB ASU 2018-13, Fair Value Measurements (Topic 820). Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. As the result of the adoption the Company is no longer required to disclose (1) the amount of and the reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation process for Level 3 fair value measurements. Additionally, the Company is required to disclose (1) the changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. No significant changes were made to our fair value disclosures in the notes to the consolidated financial statements in order to comply with ASU 2018-13. Refer to Note 4, Fair Value of Financial Instruments. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2020 December 31, 2019 Prototype $ 16,901 $ 16,419 Machinery and equipment 16,522 15,816 Leasehold improvements 6,857 6,718 Furniture and fixtures 1,295 1,284 Software 1,389 1,389 Construction in progress 5,096 4,176 Property and equipment, gross 48,060 45,802 Less: accumulated depreciation and amortization (25,342 ) (22,403 ) Property and equipment, net $ 22,718 $ 23,399 Depreciation and amortization expense related to property and equipment were $1.5 million and $1.1 million during the three months ended June 30, 2020 and 2019, and $3.0 million and $2.0 million during the six months ended June 30, 2020 and 2019, respectively. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued payroll and related benefits $ 8,641 $ 9,577 Accrued accounts payable 3,285 4,764 Payroll withholding tax, sales and other tax payable 873 1,066 Accrued legal, accounting and professional fees 1,619 1,175 Product upgrade reserve 2,534 3,794 Other 409 1,014 Total accrued liabilities $ 17,361 $ 21,390 Deferred Revenue Deferred revenue consisted of the following (in thousands): June 30, 2020 December 31, 2019 Deferred revenue: Product $ 9,028 $ 3,141 Service 8,671 8,473 Distribution rights 2,158 2,396 Total deferred revenue 19,857 14,010 Less: current portion of deferred revenue (16,788 ) (10,457 ) Noncurrent portion of deferred revenue $ 3,069 $ 3,553 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued interest, noncurrent portion $ 778 $ 516 Asset retirement obligation 902 861 Total other-long term liabilities $ 1,680 $ 1,377 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
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—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3—Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 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 June 30, 2020 The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2020, the Company recorded a gain of $0.4 million and a gain of $3.3 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. During the three and six months ended June 30, 2019, the Company recorded a loss of $1.8 million and a loss of $4.8 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. There were 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 June 30, 2020 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,573 $ 1,573 2016 Placement Warrants Liability — — 499 499 Total $ — $ — $ 2,072 $ 2,072 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 $ — $ — $ 5,373 $ 5,373 The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Six Months Ended June 30, 2020 2019 Fair value, beginning of period $ 5,373 $ 11,844 Change in fair value of Level 3 financial liabilities (3,301 ) 6,935 Fair value of 2016 Placement Warrants at exercise — (2,039 ) Fair value of 2017 Placement Warrants at exercise — (65 ) Fair value, end of period $ 2,072 $ 16,675 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instruments [Abstract] | |
Debt | 5. Debt 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 its then outstanding term loan, or the 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-offs 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. The SVB Term Loan requires that the Company maintain a minimum cash balance in accounts at Silicon Valley Bank or one of its affiliates or else comply with a liquidity ratio and/or a minimum revenue financial covenant. On December 31, 2019, the Company entered into the First Amendment (the Amendment) to the SVB Term Loan. The Amendment, among other things, amended the SVB Term Loan to (i) suspend testing of the minimum revenue financial covenant for the fiscal quarter ended 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 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 shall 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 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 Term Loan, which could harm the Company's financial condition. The Company’s scheduled future payments on the SVB Term Loan at June 30, 2020 are as follows (in thousands): Year Ended December 31, The remainder of 2020 $ 1,555 2021 18,667 2022 18,667 2023 17,111 2024 — Total future principal payments 56,000 Less: unamortized debt discount (355 ) Carrying value of long-term debt 55,645 Less: current portion (10,889 ) Long-term portion $ 44,756 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases The Company entered into agreements to lease office space in Oakwood Village, Ohio, Mountain View, California and Denver, Colorado under noncancelable operating lease agreements. In April 2008, the Company entered into an agreement to lease 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 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 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 July 2021 In recognition of the right-of-use assets and the related lease liabilities, the options to extend the lease term have not been included as the Company is not reasonably certain that it will exercise any such option. At June 30, 2020, the weighted-average remaining lease term in years is 4.9 years and the weighted-average discount rate used is 7.7%. The Company recognized the following lease costs arising from lease transactions (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease cost $ 781 $ 677 $ 1,562 $ 1,303 The Company recognized the following cash flow transactions arising from lease transactions (in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 1,567 $ 1,074 Right-of-use assets obtained in exchange for new operating lease liabilities — 1,647 At June 30, 2020, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2020 $ 1,580 2021 2,831 2022 2,497 2023 2,571 2024 2,604 2025 1,924 Total undiscounted cash flows $ 14,007 Less: imputed interest (2,367 ) Present value of lease liabilities $ 11,640 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 and 9,082,520 and seeks injunctive relief and monetary damages. The Company filed its answer on November 1, 2019. The District Court matter is presently in discovery. The Company believes the allegations in the complaint are without merit and intends to vigorously defend the litigation. On July 7, 2020 and July 31, 2020, the Company filed a petition with the Patent Trial & Appeal Board of the United States Patent and Trademark Office, requesting institution of inter partes review (IPR) and cancellation of claims 1-3, 5-8, 10, 13, 14 of Varian’s U.S. Patent No. 9,082,520. 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 scientific 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 the Company, its chief executive officer, chief operating officer, chief scientific officer, and former chief executive officer and former chief financial officer. Now captioned Plymouth County Retirement Association v. ViewRay, Inc., et al., the amended complaint alleges that the Company violated federal securities laws by issuing materially false and misleading statements that failed to disclose adverse facts concerning the its business, operations, and financial results, and seeks damages, interest, and other relief. The Company filed a motion to dismiss the amended complaint on May 28, 2020. That motion is now fully briefed and under consideration by the court. The Company believes the allegations in the complaint are without merit and intends 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 us could have a material adverse effect on 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 June 30, 2020, the Company had $2.9 million in outstanding firm purchase commitments. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 U.S. Product $ 5,685 $ 22,288 $ 7,303 $ 22,288 Service 2,029 1,320 3,495 1,954 Total U.S. revenue $ 7,714 $ 23,608 $ 10,798 $ 24,242 Outside of U.S. ("OUS") Product $ 4,930 $ 5,617 $ 14,782 $ 24,491 Service 1,461 823 2,656 1,480 Distribution rights 119 119 238 238 Total OUS revenue $ 6,510 $ 6,559 $ 17,676 $ 26,209 Total Product $ 10,615 $ 27,905 $ 22,085 $ 46,779 Service 3,490 2,143 6,151 3,434 Distribution rights 119 119 238 238 Total revenue $ 14,224 $ 30,167 $ 28,474 $ 50,451 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 an 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 systems. The system contains both software and non-software components that together deliver essential functionality. 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 transfers upon post-installation customer acceptance, revenue for the system and installation are recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay to complete 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 generally 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 its 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, the 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 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 condensed consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for credit losses. 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 $0.3 million and $0.2 million were reported within other assets in the condensed consolidated balance sheets at June 30, 2020 and at December 31, 2019, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected two to three 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 estimated allowance for credit losses. The Company generally does not require collateral for trade receivables. There were no estimated allowances for credit losses recorded at June 30, 2020 or December 31, 2019. 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 three and six months ended June 30, 2020, the Company recognized $2.1 million and $5.4 million of revenues that was included in the deferred revenue balance at the beginning of the reporting period. During the three and six months ended June 30, 2019, the Company recognized $1.3 million and $9.2 million of revenues that were included in the deferred revenue balance at the beginning of the 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. There were no amounts recognized during the three and six months ended June 30, 2020 from performance obligations satisfied in the prior period. For the three and six months ended June 30, 2019, the Company recognized $0.0 million and $0.9 million in revenue from performance obligations satisfied in the prior period. |
Equity Financing
Equity Financing | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity Financing | 8 . 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, the Company entered into an underwriting agreement with Piper Jaffray & Co., as representatives of several underwriters, or the December 2019 Underwriters, in connection with the issuance and sale of 41,550,000 shares of our common stock at a public offering price of $3.13 per share. In addition, the Company granted the December 2019 Underwriters a 30-day option to purchase up to 6,232,500 additional shares of common stock on the same terms, which the December 2019 Underwriters exercised in full. The Company completed the offering on December 6, 2019 and received aggregate net proceeds of approximately $138.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Direct Registered Offerings 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 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 its 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 January 2024 At-The-Market Offering of Common Stock 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 that may be sold pursuant to the Company’s at-the-market offering program with FBR Capital Markets & Co. (“FBR”). The shares in the December 2019 Public Offering of Common stock were sold pursuant to the January 2019 registration statement and did not impact the $100.0 million of our common shares pursuant to our at-the-market offering program with FBR. The Company has not sold any securities under the 2019 registration statement pursuant to its at-the-market offering program. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Warrants | 9 . 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 August 2019, the Company issued 36,457 shares of its common stock upon the net exercise of 128,231 2013 Placement Warrants. All of the December 2013 Placement Warrants have been exercised and none of the warrants are outstanding at June 30, 2020. In connection with the merger of the Company 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 the five-year 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 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 were recorded in additional paid-in-capital Liability Classified Common Stock Warrants In connection with the 2017 and 2016 Private Placements, the Company issued 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 of control, as defined in the warrant 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 condensed consolidated statements of operations and comprehensive loss. The key terms of the 2017 and 2016 Placement Warrants are as follows: Issuance Date Term Exercise Price Per Share Warrants Exercised during the Six Months Ended June 30, 2020 Warrants Outstanding at June 30, 2020 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,618,890 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 537,263 Total — 2,156,153 During the three and six months ended June 30, 2020, the Company recorded a gain of $0.4 and $3.3 million, respectively, related to the change in fair value of the 2016 and 2017 Placement Warrants. During the three and six months ended June 30, 2019, the Company recorded a loss of $1.8 million and a loss of $4.8 million, respectively, related to the change in fair value of the 2016 and 2017 Placement Warrants. The fair value of the 2016 and 2017 Placement Warrants at June 30, 2020 and December 31, 2019, respectively, was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions: 2017 Placement Warrants 2016 Placement Warrants June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Expected term (in years) 3.6 4.0 3.1 3.6 Expected volatility 74.4% 68.0% 73.3% 67.5% Risk-free interest rate 0.2% 1.7% 0.2% 1.6% Expected dividend yield 0.0% 0.0% 0.0% 0.0% |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 0 . Stock-Based Compensation 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 Life (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2019 948,415 11,165,846 $ 7.44 7.6 $ 1,907 Additional options authorized 9,137,667 Options granted (736,579 ) 736,579 1.97 Options exercised — (20,579 ) 0.72 Options cancelled 2,165,317 (2,165,317 ) 6.27 Withheld shares to pay for taxes on released RSUs 45,913 RSUs granted (5,962,979 ) RSUs forfeited 557,428 Balance at June 30, 2020 6,155,182 9,716,529 $ 7.26 7.9 $ 907 Vested and exercisable at June 30, 2020 4,870,115 $ 7.04 7.3 $ 626 Vested and expected to vest at June 30, 2020 9,297,531 $ 7.28 7.8 $ 871 The weighted-average grant date fair value of options granted to employees was $1.20 and $4.79 per share during the six months ended June 30, 2020 and 2019, respectively. The grant date fair values of options vested was $5.7 million and $3.3 million during the six months ended June 30, 2020 and 2019, 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 values of options exercised was $0.0 million and $6.5 million during the six months ended June 30, 2020 and 2019, respectively. At June 30, 2020, total unrecognized compensation cost related to stock options granted to employees, net of estimated forfeitures, was $18.9 million which is expected to be recognized over a weighted-average period of 2.2 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. The fair value of employee stock options is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility 68.8% 60.1% Risk-free interest rate 0.7% 2.5% Expected dividend yield 0.0% 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. Certain board members elected RSUs in lieu of retainer and committee service fees, which 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 and June 2020, the Company granted RSUs to its Board of Directors as part of the director compensation program. The January 2020 RSUs granted to board members vested in full on the date of our 2020 Annual Meeting of Stockholders. The June 2020 RSUs granted to board members vest in full on the date of our 2021 Annual Meeting of Stockholders. In January and June 2020, the Company granted RSUs to the Company’s CEO that vest annually at 42% on the first anniversary date of the grant, and 29% on the second and third anniversary date of the grant. In January and March of 2020, the Company granted RSUs to several employees. These RSUs vest in equal annual installments over three years from the grant date and are subject to the participants continuing service to the Company over that period. The fair value of RSUs is based on the closing market price of the Company’s common stock on the grant date. RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2019 4,379,777 $ 5.14 RSUs granted 5,962,979 2.78 RSUs vested (393,772 ) 6.20 RSUs forfeited (557,428 ) 3.16 Unvested at June 30, 2020 9,391,556 $ 3.72 Vested and unreleased 142,336 Outstanding at June 30, 2020 9,533,892 The total grant date fair value of RSUs awarded was $16.4 million for the six months ended June 30, 2020. The total fair value of RSUs vested was $2.4 million for the six months ended June 30, 2020. the six months ended June 30, 2019. The total fair value of RSUs vested was $0.2 million for the six months ended June 30, 2019. As of June 30, 2020, total unrecognized stock-based compensation cost related to RSUs was $24.5 million, which is expected to be recognized over a weighted-average period of 2.1 years. At June 30, 2020, 8,765,862 shares of RSUs are expected to vest. Stock-Based Compensation Expense Total stock-based compensation expense recognized for employee stock awards and employee stock purchase plan shares in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenue $ 270 $ 628 $ 508 $ 1,210 Research and development 636 946 1,156 1,824 Selling and marketing 343 365 559 642 General and administrative 4,554 2,968 9,081 5,783 Total stock-based compensation expense $ 5,803 $ 4,907 $ 11,304 $ 9,459 Stock-based compensation relating to stock-based awards granted to consultants was insignificant during the three and six months ended June 30, 2020 and 2019. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 1 1 . Income Tax Due to the current operating losses, the Company recorded zero income tax expense during the three and six months ended June 30, 2020 and 2019, respectively. During these periods, the Company’s activities were limited to U.S. federal and state tax jurisdictions, as it does not have any significant foreign operations. The federal and state effective tax rate before valuation allowance is approximately 24% for the six months ended June 30, 2020. Due to the Company’s history of cumulative losses and after considering all the available objective evidence, management concluded that it is not more likely than not that all of the Company’s net deferred tax assets will be realized in the future. Accordingly, the Company’s deferred tax assets, which include net operating loss, or NOL, carryforwards and tax credits related primarily to research and development, continue to be subject to a valuation allowance as of June 30, 2020. The Company expects to continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. The Company had unrecognized tax benefits of $2.6 million and $2.2 million at June 30, 2020 and December 31, 2019, respectively. The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense. At June 30, 2020 and December 31, 2019, there were no accrued interest and penalties related to uncertain tax positions. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the six months ended June 30, 2020. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 1 2 . 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 for all periods presented, because the inclusion of all 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 an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Options to purchase common stock 9,423,891 10,277,120 10,245,135 10,899,546 Common stock warrants 3,614,019 4,336,072 3,614,019 4,370,302 Restricted stock units 1,995,840 575,129 3,379,806 1,070,969 Total 15,033,749 15,188,321 17,238,960 16,340,817 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 3 . Related Party Transactions In December 2004, the Company entered into a licensing agreement with the University of Florida Research Foundation, 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 1% royalty, with a minimum $0.1 million royalty payment per quarter, from sales of products developed and sold by the Company utilizing the licensed patents. Minimum royalty payments in any calendar year are credited against earned royalties for such calendar year. Royalty expenses based on 1% of net sales were $0.2 million and $0.3 million during the three and six months ended June 30, 2020, respectively, and were recorded as product cost of revenue. Royalty expenses based on 1% of net sales were $0.1 million and $0.4 million during the three and six months ended June 30, 2019, respectively, and were recorded as product cost of revenue. 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 dated October 23, 2017 and 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 of June 30, 2020 as there have been delays with certain regulatory requirements needed to collect the first installment. Currently, the Company expects the first installment to be received in the second half of 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On July 6, 2020, the Company reduced its workforce by approximately 20%. As the workforce reduction was finalized and communicated in June 2020, the Company accrued a total charge of $0.9 million related to employee termination costs at June 30, 2020. The majority of this charge is expected to be paid in the third quarter of 2020. Stockholder Derivative Lawsuit On July 22, 2020, a stockholder derivative lawsuit was filed against ViewRay (as a nominal defendant) and certain of its current and former officers and directors in the U.S. District Court for the Northern District of Ohio. This action alleges, purportedly on behalf of ViewRay, that the officers and directors violated Section 14(a) of the Securities Exchange Act of 1934, breached their fiduciary duties, wasted corporate assets, and were unjustly enriched based on factual assertions substantially similar to those in the class action complaint described in Note 6, Commitments and Contingencies. The complaint seeks, among other things, damages awarded to ViewRay, restitution and disgorgement of profits in an unspecified amount, and corporate reforms. Given the early stage of the litigation matter 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 us could have a material adverse effect on 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The condensed 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. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020, and have not changed significantly since that filing. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Topic 740 reduces complexity in certain areas of accounting for income taxes and makes minor improvements to the codification. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this update on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U . S . GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted FASB ASU 2018-13, Fair Value Measurements (Topic 820). Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. As the result of the adoption the Company is no longer required to disclose (1) the amount of and the reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation process for Level 3 fair value measurements. Additionally, the Company is required to disclose (1) the changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. No significant changes were made to our fair value disclosures in the notes to the consolidated financial statements in order to comply with ASU 2018-13. Refer to Note 4, Fair Value of Financial Instruments. |
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—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3—Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 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. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, 2020 December 31, 2019 Prototype $ 16,901 $ 16,419 Machinery and equipment 16,522 15,816 Leasehold improvements 6,857 6,718 Furniture and fixtures 1,295 1,284 Software 1,389 1,389 Construction in progress 5,096 4,176 Property and equipment, gross 48,060 45,802 Less: accumulated depreciation and amortization (25,342 ) (22,403 ) Property and equipment, net $ 22,718 $ 23,399 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued payroll and related benefits $ 8,641 $ 9,577 Accrued accounts payable 3,285 4,764 Payroll withholding tax, sales and other tax payable 873 1,066 Accrued legal, accounting and professional fees 1,619 1,175 Product upgrade reserve 2,534 3,794 Other 409 1,014 Total accrued liabilities $ 17,361 $ 21,390 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): June 30, 2020 December 31, 2019 Deferred revenue: Product $ 9,028 $ 3,141 Service 8,671 8,473 Distribution rights 2,158 2,396 Total deferred revenue 19,857 14,010 Less: current portion of deferred revenue (16,788 ) (10,457 ) Noncurrent portion of deferred revenue $ 3,069 $ 3,553 |
Schedule of Other Long Term Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued interest, noncurrent portion $ 778 $ 516 Asset retirement obligation 902 861 Total other-long term liabilities $ 1,680 $ 1,377 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,573 $ 1,573 2016 Placement Warrants Liability — — 499 499 Total $ — $ — $ 2,072 $ 2,072 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 $ — $ — $ 5,373 $ 5,373 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Six Months Ended June 30, 2020 2019 Fair value, beginning of period $ 5,373 $ 11,844 Change in fair value of Level 3 financial liabilities (3,301 ) 6,935 Fair value of 2016 Placement Warrants at exercise — (2,039 ) Fair value of 2017 Placement Warrants at exercise — (65 ) Fair value, end of period $ 2,072 $ 16,675 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Scheduled Future Payments on Term Loan | The Company’s scheduled future payments on the SVB Term Loan at June 30, 2020 are as follows (in thousands): Year Ended December 31, The remainder of 2020 $ 1,555 2021 18,667 2022 18,667 2023 17,111 2024 — Total future principal payments 56,000 Less: unamortized debt discount (355 ) Carrying value of long-term debt 55,645 Less: current portion (10,889 ) Long-term portion $ 44,756 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Lease Costs and Cash Flow Transactions Arising From Lease Transactions | The Company recognized the following lease costs arising from lease transactions (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease cost $ 781 $ 677 $ 1,562 $ 1,303 The Company recognized the following cash flow transactions arising from lease transactions (in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 1,567 $ 1,074 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 June 30, 2020, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2020 $ 1,580 2021 2,831 2022 2,497 2023 2,571 2024 2,604 2025 1,924 Total undiscounted cash flows $ 14,007 Less: imputed interest (2,367 ) Present value of lease liabilities $ 11,640 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 U.S. Product $ 5,685 $ 22,288 $ 7,303 $ 22,288 Service 2,029 1,320 3,495 1,954 Total U.S. revenue $ 7,714 $ 23,608 $ 10,798 $ 24,242 Outside of U.S. ("OUS") Product $ 4,930 $ 5,617 $ 14,782 $ 24,491 Service 1,461 823 2,656 1,480 Distribution rights 119 119 238 238 Total OUS revenue $ 6,510 $ 6,559 $ 17,676 $ 26,209 Total Product $ 10,615 $ 27,905 $ 22,085 $ 46,779 Service 3,490 2,143 6,151 3,434 Distribution rights 119 119 238 238 Total revenue $ 14,224 $ 30,167 $ 28,474 $ 50,451 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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% 2017 Placement Warrants 2016 Placement Warrants June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Expected term (in years) 3.6 4.0 3.1 3.6 Expected volatility 74.4% 68.0% 73.3% 67.5% Risk-free interest rate 0.2% 1.7% 0.2% 1.6% Expected dividend yield 0.0% 0.0% 0.0% 0.0% |
Schedule of Key Terms of Placement Warrants | The key terms of the 2017 and 2016 Placement Warrants are as follows: Issuance Date Term Exercise Price Per Share Warrants Exercised during the Six Months Ended June 30, 2020 Warrants Outstanding at June 30, 2020 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,618,890 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 537,263 Total — 2,156,153 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 Life (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2019 948,415 11,165,846 $ 7.44 7.6 $ 1,907 Additional options authorized 9,137,667 Options granted (736,579 ) 736,579 1.97 Options exercised — (20,579 ) 0.72 Options cancelled 2,165,317 (2,165,317 ) 6.27 Withheld shares to pay for taxes on released RSUs 45,913 RSUs granted (5,962,979 ) RSUs forfeited 557,428 Balance at June 30, 2020 6,155,182 9,716,529 $ 7.26 7.9 $ 907 Vested and exercisable at June 30, 2020 4,870,115 $ 7.04 7.3 $ 626 Vested and expected to vest at June 30, 2020 9,297,531 $ 7.28 7.8 $ 871 |
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 is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility 68.8% 60.1% Risk-free interest rate 0.7% 2.5% Expected dividend yield 0.0% 0.0% |
Summary of RSU Activity | RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2019 4,379,777 $ 5.14 RSUs granted 5,962,979 2.78 RSUs vested (393,772 ) 6.20 RSUs forfeited (557,428 ) 3.16 Unvested at June 30, 2020 9,391,556 $ 3.72 Vested and unreleased 142,336 Outstanding at June 30, 2020 9,533,892 |
Summary of Stock-Based Compensation Expense Recognized for Employee Stock Awards and Employee Stock Purchase Plan Shares | Total stock-based compensation expense recognized for employee stock awards and employee stock purchase plan shares in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenue $ 270 $ 628 $ 508 $ 1,210 Research and development 636 946 1,156 1,824 Selling and marketing 343 365 559 642 General and administrative 4,554 2,968 9,081 5,783 Total stock-based compensation expense $ 5,803 $ 4,907 $ 11,304 $ 9,459 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
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 for all periods presented, because the inclusion of all 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 an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Options to purchase common stock 9,423,891 10,277,120 10,245,135 10,899,546 Common stock warrants 3,614,019 4,336,072 3,614,019 4,370,302 Restricted stock units 1,995,840 575,129 3,379,806 1,070,969 Total 15,033,749 15,188,321 17,238,960 16,340,817 |
Background and Organization - A
Background and Organization - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||
Net loss | $ (26,152) | $ (30,798) | $ (53,684) | $ (64,159) | |
Net cash used from operations | (45,018) | $ (49,552) | |||
Cash and cash equivalents | $ 179,514 | $ 179,514 | $ 226,783 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201813Member |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 48,060 | $ 45,802 |
Less: accumulated depreciation and amortization | (25,342) | (22,403) |
Property and equipment, net | 22,718 | 23,399 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,901 | 16,419 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,522 | 15,816 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,857 | 6,718 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,295 | 1,284 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,389 | 1,389 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,096 | $ 4,176 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization | $ 1.5 | $ 1.1 | $ 3 | $ 2 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 8,641 | $ 9,577 |
Accrued accounts payable | 3,285 | 4,764 |
Payroll withholding tax, sales and other tax payable | 873 | 1,066 |
Accrued legal, accounting and professional fees | 1,619 | 1,175 |
Product upgrade reserve | 2,534 | 3,794 |
Other | 409 | 1,014 |
Total accrued liabilities | $ 17,361 | $ 21,390 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 19,857 | $ 14,010 |
Less: current portion of deferred revenue | (16,788) | (10,457) |
Noncurrent portion of deferred revenue | 3,069 | 3,553 |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 9,028 | 3,141 |
Service | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 8,671 | 8,473 |
Distribution Rights | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 2,158 | $ 2,396 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Long Term Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued interest, noncurrent portion | $ 778 | $ 516 |
Asset retirement obligation | 902 | 861 |
Total other-long term liabilities | $ 1,680 | $ 1,377 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Warrants exercised | 0 | |||
Change in fair value of Level 3 financial liabilities | $ 3,301,000 | $ (6,935,000) | ||
2016 and 2017 Private Placement Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Warrants exercised | 0 | 248,315 | ||
Aggregate fair value of warrants upon exercise | $ 2,100,000 | |||
Change in fair value of Level 3 financial liabilities | $ 400,000 | $ (1,800,000) | $ 3,300,000 | (4,800,000) |
Transfers between Level 1 to Level 2 | 0 | 0 | 0 | 0 |
Transfers between Level 2 to Level 1 | 0 | 0 | 0 | 0 |
Transfers into or out of Level 3 | $ 0 | $ 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 | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | $ 2,072 | $ 5,373 |
Fair Value Measurement on Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 2,072 | 5,373 |
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 | 1,573 | 1,330 |
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 | 499 | 4,043 |
Level 1 | Fair Value Measurement on Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 1 | 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 | 0 | 0 |
Level 1 | 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 | 0 | 0 |
Level 2 | Fair Value Measurement on Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 2 | 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 | 0 | 0 |
Level 2 | 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 | 0 | 0 |
Level 3 | Fair Value Measurement on Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 2,072 | 5,373 |
Level 3 | 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 | 1,573 | 1,330 |
Level 3 | 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 | $ 499 | $ 4,043 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, beginning of period | $ 5,373 | $ 11,844 |
Change in fair value of Level 3 financial liabilities | (3,301) | 6,935 |
Fair value, end of period | 2,072 | 16,675 |
2016 Placement Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of Placement Warrants at exercise | 0 | (2,039) |
2017 Placement Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of Placement Warrants at exercise | $ 0 | $ (65) |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended |
Dec. 31, 2018USD ($)Installment | Jun. 30, 2020USD ($) | |
SVB Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 56 | |
Debt maturity date | Dec. 1, 2023 | |
Debt instrument interest rate percentage | 6.30% | |
Frequency of periodic payment | monthly | |
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% | |
Proceeds from term loan | $ 55.4 | |
Legal and consulting fees | $ 0.6 | |
Debt instrument amendment terms | The Amendment, among other things, amended the SVB Term Loan to (i) suspend testing of the minimum revenue financial covenant for the fiscal quarter ended 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 prior to the maturity date thereof, subject to certain exceptions. | |
CRG Term Loan | ||
Debt Instrument [Line Items] | ||
Debt extinguishment loss | $ 2.4 | |
Write-offs of unamortized debt discount and debt issuance costs | $ 0.3 |
Debt - Scheduled Future Payment
Debt - Scheduled Future Payments on Term Loan (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (10,889) | $ (1,556) |
Long-term portion | 44,756 | $ 53,995 |
SVB Term Loan | ||
Debt Instrument [Line Items] | ||
The remainder of 2020 | 1,555 | |
2021 | 18,667 | |
2022 | 18,667 | |
2023 | 17,111 | |
2024 | 0 | |
Total future principal payments | 56,000 | |
Less: unamortized debt discount | (355) | |
Carrying value of long-term debt | 55,645 | |
Less: current portion | (10,889) | |
Long-term portion | $ 44,756 |
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 | Apr. 30, 2008 | Jun. 30, 2020USD ($)ft² |
Operating Leased Assets [Line Items] | |||||||
Weighted-average remaining lease term | 4 years 10 months 24 days | ||||||
Weighted-average discount rate | 7.70% | ||||||
Number of patents infringes | Patent | 2 | ||||||
Purchase commitments | $ | $ 2.9 | ||||||
Lease Agreement | Oakwood Village, Ohio | |||||||
Operating Leased Assets [Line Items] | |||||||
Area of land | 19,800 | ||||||
Lease agreement, expiration date | Oct. 31, 2021 | ||||||
Lease Agreement | Mountain View, California | |||||||
Operating Leased Assets [Line Items] | |||||||
Area of land | 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 | 19,800 | ||||||
Lease agreement, expiration date | Jul. 31, 2021 | ||||||
Lease commencement date | 2019-06 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Lease Costs Arising From Lease Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 781 | $ 677 | $ 1,562 | $ 1,303 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Cash Flow Transactions Arising From Lease Transactions (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 1,567 | $ 1,074 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,647 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Payments and Interest Expense for Operating Leases (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
The remainder of 2020 | $ 1,580 |
2021 | 2,831 |
2022 | 2,497 |
2023 | 2,571 |
2024 | 2,604 |
2025 | 1,924 |
Total undiscounted cash flows | 14,007 |
Less: imputed interest | (2,367) |
Present value of lease liabilities | $ 11,640 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Types and Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | $ 14,224 | $ 30,167 | $ 28,474 | $ 50,451 |
Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 10,615 | 27,905 | 22,085 | 46,779 |
Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 3,490 | 2,143 | 6,151 | 3,434 |
Distribution Rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 119 | 119 | 238 | 238 |
U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 7,714 | 23,608 | 10,798 | 24,242 |
U.S. | Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 5,685 | 22,288 | 7,303 | 22,288 |
U.S. | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 2,029 | 1,320 | 3,495 | 1,954 |
Outside of U.S. ("OUS") | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 6,510 | 6,559 | 17,676 | 26,209 |
Outside of U.S. ("OUS") | Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 4,930 | 5,617 | 14,782 | 24,491 |
Outside of U.S. ("OUS") | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | 1,461 | 823 | 2,656 | 1,480 |
Outside of U.S. ("OUS") | Distribution Rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Product, service and distribution rights revenue | $ 119 | $ 119 | $ 238 | $ 238 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2014 | |
Revenues [Line Items] | |||||||
Long-term trade receivables | $ 300,000 | $ 300,000 | $ 200,000 | ||||
Long-term trade credit maintenance services term | 1 year | ||||||
Allowance for doubtful accounts | 0 | $ 0 | $ 0 | ||||
Deferred revenue, recognized | 2,100,000 | $ 1,300,000 | 5,400,000 | $ 9,200,000 | |||
Company recognized revenue from performance obligations satisfied in a prior period | $ 0 | $ 0 | $ 0 | $ 900,000 | |||
Minimum | |||||||
Revenues [Line Items] | |||||||
Expected long-term trade receivables collection period | 2 years | ||||||
Maximum | |||||||
Revenues [Line Items] | |||||||
Expected long-term trade receivables collection period | 3 years | ||||||
Itochu Corporation Agreement | Distribution Rights | |||||||
Revenues [Line Items] | |||||||
Distribution revenue reclassified as deferred revenue | $ 4,000,000 | ||||||
Remaining term of distribution agreement | 8 years 6 months |
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 | Jan. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2020 | Jan. 31, 2019 |
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 | $ 138,600,000 | $ 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 | |||||||
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 January 2019 | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Aggregate proceeds from issuance of common stock | $ 0 | ||||||||
At The Market Offering Program January 2019 | Maximum | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Maximum aggregate offering price | $ 250,000,000 | ||||||||
Maximum common stock saleable shares, value | $ 100,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2019 | Sep. 30, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2013 | |
Common Stock Warrants [Line Items] | ||||||||||||
Placement warrants not exercised and remained outstanding | 2,156,153 | 2,156,153 | ||||||||||
(Gain) loss related to change in fair value | $ (3,301) | $ 6,935 | ||||||||||
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 | |||||||||||
2013 Placement Warrants | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 128,231 | |||||||||||
Exercise price | $ 5.84 | |||||||||||
Common stock warrants, expiration date | Dec. 16, 2023 | |||||||||||
Number of warrant exercised | 128,231 | |||||||||||
Stock issued during period | 36,457 | |||||||||||
Placement warrants not exercised and remained outstanding | 0 | 0 | ||||||||||
2015 Placement Warrants | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 198,760 | 198,760 | ||||||||||
Exercise price | $ 5 | $ 5 | ||||||||||
Number of warrant exercised | 159,010 | |||||||||||
Stock issued during period | 92,487 | |||||||||||
Placement warrants not exercised and remained outstanding | 39,750 | 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 | $ 2.95 | |||||||||
Placement warrants not exercised and remained outstanding | 537,263 | 537,263 | ||||||||||
Warrant expiration period | 7 years | 7 years | ||||||||||
2017 Placement Warrants | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 1,720,512 | |||||||||||
Exercise price | $ 3.17 | $ 3.17 | $ 3.17 | |||||||||
Placement warrants not exercised and remained outstanding | 1,618,890 | 1,618,890 | ||||||||||
Warrant expiration period | 7 years | |||||||||||
2016 and 2017 Private Placement Warrants | Common Stock | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
(Gain) loss related to change in fair value | $ (400) | $ 1,800 | $ (3,300) | $ 4,800 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions to Use Option Pricing Model (Detail) | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2018 |
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) | 3 years 7 months 6 days | 4 years | |
2017 Placement Warrants | Expected Volatility | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0.744 | 0.680 | |
2017 Placement Warrants | Risk-free Interest Rate | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0.002 | 0.017 | |
2017 Placement Warrants | Expected Dividend Yield | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0 | 0 | |
2016 Placement Warrants | Expected Term | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Expected term (in years) | 3 years 1 month 6 days | 3 years 7 months 6 days | |
2016 Placement Warrants | Expected Volatility | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0.733 | 0.675 | |
2016 Placement Warrants | Risk-free Interest Rate | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0.002 | 0.016 | |
2016 Placement Warrants | Expected Dividend Yield | |||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||
Warrants, fair value measurement inputs | 0 | 0 |
Warrants - Schedule of Key Term
Warrants - Schedule of Key Terms of Placement Warrants (Detail) - $ / shares | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2020 | Jan. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants Exercised | 0 | ||
Warrants Outstanding | 2,156,153 | ||
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 | 0 | ||
Warrants Outstanding | 1,618,890 | ||
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 | 0 | ||
Warrants Outstanding | 537,263 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Company's Stock Option Activity and Related Information (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Shares Available for Grant | ||
Shares Available for Grant, Beginning balance | 948,415 | |
Shares Available for Grant, Additional options authorized | 9,137,667 | |
Shares Available for Grant, Options granted | (736,579) | |
Shares Available for Grant, Options cancelled | 2,165,317 | |
Shares Available for Grant, Withheld shares to pay for taxes on released RSUs | 45,913 | |
Shares Available for Grant, RSUs granted | (5,962,979) | |
Shares Available for Grant, Ending balance | 6,155,182 | 948,415 |
Shares Available for Grant, RSUs forfeited | 557,428 | |
Number of Stock Options Outstanding | ||
Number of Stock Options Outstanding, Beginning balance | 11,165,846 | |
Number of Stock Options Outstanding, Options granted | 736,579 | |
Number of Stock Options Outstanding, Options exercised | (20,579) | |
Number of Stock Options Outstanding, Options cancelled | (2,165,317) | |
Number of Stock Options Outstanding, Ending balance | 9,716,529 | 11,165,846 |
Number of Stock Options Outstanding, Vested and exercisable | 4,870,115 | |
Number of Stock Options Outstanding, Vested and expected to vest | 9,297,531 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ / shares | $ 7.44 | |
Weighted- Average Exercise Price, Options granted | $ / shares | 1.97 | |
Weighted- Average Exercise Price, Options exercised | $ / shares | 0.72 | |
Weighted- Average Exercise Price, Options cancelled | $ / shares | 6.27 | |
Weighted- Average Exercise Price, Ending balance | $ / shares | 7.26 | $ 7.44 |
Weighted- Average Exercise Price, Vested and exercisable | $ / shares | 7.04 | |
Weighted- Average Exercise Price, Vested and expected to vest | $ / shares | $ 7.28 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Options Outstanding, Weighted- Average Remaining Contractual Life (Years) | 7 years 10 months 24 days | 7 years 7 months 6 days |
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable | 7 years 3 months 18 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ | $ 907 | $ 1,907 |
Aggregate Intrinsic Value, Vested and exercisable | $ | 626 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 871 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value of options granted, per share | $ 1.20 | $ 4.79 | |||
Grant date fair values of options vested | $ 5.7 | $ 3.3 | |||
Aggregate intrinsic values of options exercised | 0 | 6.5 | |||
Unrecognized compensation cost | $ 18.9 | $ 18.9 | |||
Weighted average period for recognition of compensation costs | 2 years 2 months 12 days | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average period for recognition of compensation costs | 2 years 1 month 6 days | ||||
Total grant date fair value of RSUs | $ 16.4 | 5.3 | |||
Total fair value of RSUs vested | 2.4 | $ 0.2 | |||
Unrecognized stock based compensation cost | $ 24.5 | $ 24.5 | |||
Shares expected to vest | 8,765,862 | 8,765,862 | |||
Board of Directors | Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting rights | The June 2020 RSUs granted to board members vest in full on the date of our 2021 Annual Meeting of Stockholders. | The January 2020 RSUs granted to board members vested in full on the date of our 2020 Annual Meeting of Stockholders. | |||
Chief Executive Officer | Restricted Stock Units (RSUs) | First Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 42.00% | 42.00% | |||
Chief Executive Officer | Restricted Stock Units (RSUs) | Second and Third Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 29.00% | 29.00% | |||
Employees | Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | 3 years |
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) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 68.80% | 60.10% |
Risk-free interest rate | 0.70% | 2.50% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Detail) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unvested at December 31, 2019, Number of Shares | 4,379,777 |
RSUs granted, Number of Shares | 5,962,979 |
RSUs vested, Number of Shares | (393,772) |
RSUs forfeited, Number of Shares | (557,428) |
Unvested at June 30, 2020, Number of Shares | 9,391,556 |
Vested and unreleased, Number of Shares | 142,336 |
Outstanding at June 30, 2020, Number of Shares | 9,533,892 |
Unvested at December 31, 2019, Weighted Average Grant Date Fair Value | $ / shares | $ 5.14 |
RSUs granted, Weighted Average Grant Date Fair Value | $ / shares | 2.78 |
RSUs vested, Weighted Average Grant Date Fair Value | $ / shares | 6.20 |
RSUs forfeited, Weighted Average Grant Date Fair Value | $ / shares | 3.16 |
Unvested at June 30, 2020, Weighted Average Grant Date Fair Value | $ / shares | $ 3.72 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Recognized for Employee Stock Awards and Employee Stock Purchase Plan Shares (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,803 | $ 4,907 | $ 11,304 | $ 9,459 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 270 | 628 | 508 | 1,210 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 636 | 946 | 1,156 | 1,824 |
Selling and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 343 | 365 | 559 | 642 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,554 | $ 2,968 | $ 9,081 | $ 5,783 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Federal and state effective tax rate before valuation allowance | 24.00% | ||||
Unrecognized tax benefits | $ 2,600,000 | $ 2,600,000 | $ 2,200,000 | ||
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 15,033,749 | 15,188,321 | 17,238,960 | 16,340,817 |
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 | 9,423,891 | 10,277,120 | 10,245,135 | 10,899,546 |
Common Stock Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 3,614,019 | 4,336,072 | 3,614,019 | 4,370,302 |
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 | 1,995,840 | 575,129 | 3,379,806 | 1,070,969 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Nov. 29, 2019USD ($)Installment | Dec. 31, 2004USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||
Percentage of royalty expense based on net sales | 1.00% | 1.00% | ||||
Chindex Shanghai International Trading Company Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution agreement term | 5 years | |||||
Distribution agreement additional term | 5 years | |||||
Number of installments | Installment | 3 | |||||
Chindex Shanghai International Trading Company Limited | First Installment | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution fees payment | $ 0 | |||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution fees | $ 3,500,000 | |||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | First Installment | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution fees | 1,500,000 | |||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | Second Installment | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution fees | 1,000,000 | |||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | Third Installment | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution fees | $ 1,000,000 | |||||
University Of Florida Research Foundation | Licensing Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock granted in exchange for licensing | shares | 33,652 | |||||
Percentage of royalty payment based on sale | 1.00% | |||||
Royalty payment per quarter | $ 100,000 | |||||
University Of Florida Research Foundation | Licensing Agreements | Cost of Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty Expense | $ 200,000 | $ 100,000 | $ 300,000 | $ 400,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Employees Termination - USD ($) $ in Millions | Jul. 06, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||
Accrued charge related to employee termination costs | $ 0.9 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Reduction in workforce, percentage | 20.00% |