Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37725 | ||
Entity Registrant Name | ViewRay, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
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, par value $0.01 | ||
Trading Symbol | VRAY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,058,915,946 | ||
Entity Common Stock, Shares Outstanding | 179,404,696 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of Shareholders to be held in 2022 are incorporated by reference in Part III of this Form 10-K where indicated. | ||
Entity Central Index Key | 0001597313 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Denver, CO |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 218,348 | $ 156,720 |
Accounts receivable | 21,659 | 11,769 |
Inventory, net of allowance of $3,071 and $2,286, respectively | 29,617 | 46,641 |
Deposits on purchased inventory | 4,778 | 2,084 |
Deferred cost of revenue | 3,342 | 1,954 |
Prepaid expenses and other current assets | 5,803 | 5,257 |
Total current assets | 283,547 | 224,425 |
Property and equipment, net | 20,242 | 24,062 |
Restricted cash | 1,460 | 1,460 |
Intangible assets, net | 44 | 50 |
Right-of-use assets | 9,661 | 10,129 |
Other assets | 6,853 | 1,426 |
TOTAL ASSETS | 321,807 | 261,552 |
Current liabilities: | ||
Accounts payable | 9,199 | 9,984 |
Accrued liabilities | 26,555 | 19,281 |
Customer deposits | 20,784 | 15,463 |
Operating lease liability, current | 2,561 | 2,089 |
Current portion of long-term debt | 3,222 | 0 |
Deferred revenue, current portion | 13,920 | 10,094 |
Total current liabilities | 76,241 | 56,911 |
Deferred revenue, net of current portion | 4,232 | 2,572 |
Long-term debt | 54,031 | 56,940 |
Warrant liability | 6,795 | 4,864 |
Operating lease liability, noncurrent | 8,066 | 9,043 |
Other long-term liabilities | 2,647 | 956 |
TOTAL LIABILITIES | 152,012 | 131,286 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at December 31, 2021 and 2020; 179,206,456 and 148,615,351 shares issued and outstanding at December 31, 2021 and 2020 | 1,782 | 1,476 |
Additional paid-in capital | 905,145 | 755,874 |
Accumulated deficit | (737,132) | (627,084) |
TOTAL STOCKHOLDERS’ EQUITY | 169,795 | 130,266 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 321,807 | $ 261,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Inventory, allowance | $ 3,071 | $ 2,286 |
Stockholders’ equity: | ||
Preferred stock, par value per share (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value per share (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 179,206,456 | 148,615,351 |
Common stock, shares outstanding (in shares) | 179,206,456 | 148,615,351 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 70,119 | $ 57,017 | $ 87,782 |
Cost of revenue: | |||
Total cost of revenue | 69,784 | 61,076 | 93,260 |
Gross profit (loss) | 335 | (4,059) | (5,478) |
Operating expenses: | |||
Research and development | 31,849 | 25,008 | 23,794 |
Selling and marketing | 16,044 | 15,181 | 25,806 |
General and administrative | 56,091 | 61,729 | 65,717 |
Total operating expenses | 103,984 | 101,918 | 115,317 |
Loss from operations | (103,649) | (105,977) | (120,795) |
Interest income | 13 | 791 | 1,721 |
Interest expense | (4,241) | (3,307) | (4,327) |
Other income (expense), net | (2,171) | 585 | 3,202 |
Loss before provision for income taxes | (110,048) | (107,908) | (120,199) |
Provision for income taxes | 0 | 0 | 0 |
Net loss attributable to common stockholders, basic and diluted | $ (110,048) | $ (107,908) | $ (120,199) |
Net loss per share, basic (USD per share) | $ (0.67) | $ (0.73) | $ (1.18) |
Net loss per share, diluted (USD per share) | $ (0.67) | $ (0.73) | $ (1.18) |
Weighted-average common shares used in computing net loss per share, diluted (in shares) | 164,521,064 | 147,895,561 | 102,001,954 |
Weighted-average common shares used in computing net loss per share, basic (in shares) | 164,521,064 | 147,895,561 | 102,001,954 |
Product | |||
Revenue: | |||
Total revenue | $ 51,865 | $ 42,742 | $ 79,504 |
Cost of revenue: | |||
Total cost of revenue | 51,780 | 49,347 | 80,446 |
Service | |||
Revenue: | |||
Total revenue | 17,779 | 13,800 | 7,803 |
Cost of revenue: | |||
Total cost of revenue | 18,004 | 11,729 | 12,814 |
Distribution rights | |||
Revenue: | |||
Total revenue | $ 475 | $ 475 | $ 475 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 96,332,023 | |||
Beginning balance at Dec. 31, 2018 | $ 167,309 | $ 952 | $ 565,334 | $ (398,977) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 2,219,251 | |||
Issuance of common stock from option exercises | 9,641 | $ 23 | 9,618 | |
Issuance of common stock from releases of restricted stock units (in shares) | 393,722 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 4 | (4) | |
Tax withholding paid on behalf of employees for stock-based awards | (2,410) | (2,410) | ||
Stock-based compensation | 19,444 | 19,444 | ||
Issuance of common stock upon public offering, net of offering costs (in shares) | 47,782,500 | |||
Issuance of common stock upon public offering, net of offering costs | 138,413 | $ 478 | 137,935 | |
Issuance of common stock from warrant exercises (in shares) | 464,199 | |||
Issuance of common stock from warrant exercises | 0 | $ 5 | (5) | |
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 3,976 | 3,976 | ||
Net loss | (120,199) | (120,199) | ||
Ending balance (in shares) at Dec. 31, 2019 | 147,191,695 | |||
Ending balance at Dec. 31, 2019 | 216,174 | $ 1,462 | 733,888 | (519,176) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 20,579 | |||
Issuance of common stock from option exercises | 15 | 15 | ||
Issuance of common stock from releases of restricted stock units (in shares) | 1,214,786 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 12 | (12) | |
Tax withholding paid on behalf of employees for stock-based awards | (1,376) | (1,376) | ||
Stock-based compensation | 22,805 | 22,805 | ||
Issuance of common stock from employee stock purchase plan (in shares) | 188,291 | |||
Issuance of common stock from employee stock purchase plan | 365 | $ 2 | 363 | |
Write-down of offering costs related to previous issuance of common stock upon public offering | 191 | 191 | ||
Net loss | (107,908) | (107,908) | ||
Ending balance (in shares) at Dec. 31, 2020 | 148,615,351 | |||
Ending balance at Dec. 31, 2020 | $ 130,266 | $ 1,476 | 755,874 | (627,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 156,199 | 156,199 | ||
Issuance of common stock from option exercises | $ 775 | $ 3 | 772 | |
Issuance of common stock from releases of restricted stock units (in shares) | 4,015,380 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 40 | (40) | |
Tax withholding paid on behalf of employees for stock-based awards | (4,600) | (4,600) | ||
Stock-based compensation | 23,871 | 23,871 | ||
Issuance of common stock upon public offering, net of offering costs (in shares) | 26,231,500 | |||
Issuance of common stock upon public offering, net of offering costs | 128,626 | $ 262 | 128,364 | |
Issuance of common stock from employee stock purchase plan (in shares) | 142,974 | |||
Issuance of common stock from employee stock purchase plan | 550 | $ 1 | 549 | |
Fair value of warrants upon exercise | 352 | 352 | ||
Issuance of common stock from warrant exercises (in shares) | 44,287 | |||
Issuance of common stock from warrant exercise (cash exercise) (in shares) | 765 | |||
Issuance of common stock from warrant exercise (cash exercise) | 3 | 3 | ||
Net loss | (110,048) | (110,048) | ||
Ending balance (in shares) at Dec. 31, 2021 | 179,206,456 | |||
Ending balance at Dec. 31, 2021 | $ 169,795 | $ 1,782 | $ 905,145 | $ (737,132) |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering cost | $ 11,146 | $ 9,334 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (110,048,000) | $ (107,908,000) | $ (120,199,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,984,000 | 6,419,000 | 4,655,000 |
Stock-based compensation | 23,871,000 | 22,805,000 | 19,445,000 |
Accretion on asset retirement obligation | 105,000 | 63,000 | 43,000 |
Change in fair value of warrant liability | 2,284,000 | (509,000) | (2,496,000) |
Loss on disposal of property and equipment | 0 | 139,000 | 3,000 |
Inventory lower of cost and net realizable value adjustment | 883,000 | 150,000 | 0 |
Amortization of debt discount and interest accrual | 919,000 | 729,000 | 703,000 |
Product upgrade reserve | 1,000,000 | (2,294,000) | 3,794,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (9,890,000) | 5,048,000 | 20,050,000 |
Inventory | 15,565,000 | 8,240,000 | (5,951,000) |
Deposits on purchased inventory | (2,694,000) | 4,373,000 | 1,685,000 |
Deferred cost of revenue | (1,388,000) | (186,000) | 1,755,000 |
Prepaid expenses and other assets | (5,550,000) | (1,356,000) | 2,963,000 |
Accounts payable | (746,000) | (3,352,000) | 2,759,000 |
Accrued expenses and other long-term liabilities | 6,807,000 | (292,000) | 6,995,000 |
Customer deposits and deferred revenue | 10,807,000 | 4,457,000 | (15,771,000) |
Net cash used in operating activities | (62,091,000) | (63,474,000) | (79,567,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (1,559,000) | (6,183,000) | (7,760,000) |
Purchase of intangible and other assets | 0 | 0 | (57,000) |
Net cash used in investing activities | (1,559,000) | (6,183,000) | (7,817,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from term loan modification | 0 | 2,000,000 | 0 |
Payment of debt issuance costs | 0 | (815,000) | (168,000) |
Proceeds from common stock public offerings, gross | 137,884,000 | 0 | 149,559,000 |
Payment of offering costs related to common stock public offerings | (9,334,000) | (539,000) | (10,416,000) |
Proceeds from employee stock purchase plan | 550,000 | 365,000 | 0 |
Proceeds from the exercise of stock options | 775,000 | 15,000 | 9,641,000 |
Proceeds from the exercise of warrants | 3,000 | 0 | 0 |
Payments for taxes related to net share settlement of equity awards | (4,600,000) | (1,376,000) | (2,410,000) |
Net cash provided by (used in) financing activities | 125,278,000 | (350,000) | 146,206,000 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 61,628,000 | (70,007,000) | 58,822,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — BEGINNING OF PERIOD | 158,180,000 | 228,187,000 | 169,365,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD | 219,808,000 | 158,180,000 | 228,187,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 3,323,000 | 3,262,000 | 3,954,000 |
Cash paid for taxes | 0 | 43,000 | 19,000 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Fair value of common stock warrants reclassed from liability to additional paid-in capital upon exercise | 352,000 | 0 | 3,975,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,693,000 | 643,000 | 1,647,000 |
Transfer of property and equipment from inventory | 576,000 | 1,698,000 | 4,897,000 |
Purchase of property and equipment in accounts payable and accrued expenses | 82,000 | 59,000 | 657,000 |
Offering costs included in accounts payable and accrued expenses | $ 25,000 | $ 460,000 | $ 730,000 |
Background and Organization
Background and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Organization | Background and Organization ViewRay, Inc. ("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 (“FDA”), to sell MRIdian with Cobalt-60. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian with Cobalt-60 at a customer site, and the first patient was treated with that system in January 2014. ViewRay Technologies, Inc. has had the right to affix the CE mark to MRIdian with Cobalt-60 in the European Economic Area ("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. In December 2021, the Company received 510(k) clearance from the FDA on its recent submission for new MRIdian features ("MRIdian A3i TM ) focused on enhancing on-table adaptive workflow efficiency and expanding clinical utility. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchanges Commission (the "SEC"). The consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to multiple performance obligations within an arrangement, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and warrant liability, and valuation allowances against deferred tax assets. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company deposits its cash primarily in checking and money market accounts. The carrying amounts of the Company’s cash equivalents approximate their fair values due to their short maturities. Restricted Cash At December 31, 2021 and 2020, the Company had an aggregate of $1.5 million of outstanding letters of credit related to its operating leases and its contractual obligations with distributors and customers. The letters of credit are collateralized by a restricted cash deposit account, which is presented as part of noncurrent assets on the balance sheets because the Company is not certain when the restriction will be lifted on the collateralized letters of credit. At December 31, 2021 and 2020, no amounts were drawn on the letters of credit. Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in checking and money market accounts with various financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires deposits from its customers. The Company’s accounts receivable were derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2021 2020 2019 2021 2020 Customer A 11 % 12 % 14 % 28 % Customer B 16 % Customer C 16 % Customer D 15 % Customer E 19 % Customer F 11 % 30 % Customer G 10 % 20 % Customer H 25 % The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of MRIdian, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. Furthermore, new products to be developed by the Company require approval from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. The Company relies on a concentrated number of suppliers to manufacture essentially all of the components used in MRIdian. The Company’s suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, equipment malfunction and environmental factors, any of which could delay or impede our ability to meet demand. Accounts Receivables and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount, net of any allowance for credit losses, and do not bear interest. The allowance for credit losses, if any, is based on the assessment of the collectability of customer accounts. There was no allowance for credit losses recorded at December 31, 2021 and 2020. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, warrant liability and long-term debt. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities current portion of long-term debt are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The warrant liability is carried at fair value. The carrying amount of the Company’s long-term debt approximates its fair value as the stated interest rate approximates market rates currently available to the Company. Inventory and Deposits on Purchased Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or net realizable value. All inventories expected to be placed in service during the normal operating cycle of the Company for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Excess and obsolete inventories are written down based on historical sales and forecasted demand, as judged by management. The Company reduces the carrying value of its inventory for the difference between cost and net realizable value and records a charge to cost of product revenues. The Company recorded an inventory lower of cost and net realizable value adjustment of $0.9 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively. There was no lower of cost and net realizable value adjustment during the year ended December 31, 2019. The Company records inventory items which have been paid for but not yet received and for which title has not yet transferred to the Company as deposits on purchased inventory. Deposits on purchased inventory are included within current assets as the related inventory items are expected to be received and used in MRIdian systems within the Company’s normal operating cycle. The Company assesses the recoverability of deposits on purchased inventory based on credit assessments of the vendors and their history supplying these assets. At December 31, 2021, the Company did not have any instances whereby deposits for purchased inventory were written off or the purchased inventory was not delivered. Shipping and Handling Costs Shipping and handling costs for product shipments to customers are included in cost of product revenue. Shipping and handling costs incurred for inventory purchases are capitalized in inventory and expensed in cost of product revenue. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over the estimated useful lives, ranging from two Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 - 10 years Machinery and equipment 3 - 15 years Furniture and fixture 5 - 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities, current and noncurrent, on our consolidated balance sheets. We currently do not have any finance lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include an option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Asset Retirement Obligations In connection with two lease agreements and subsequent amendments, the Company has a legal obligation to remove long-lived assets constructed on the leased properties and to restore the leased properties to their original condition. The Company records the fair value of the asset retirement obligation in the period in which it is incurred. The fair value is measured based upon the present value of the expected future payments at inception and remeasured upon the extension of the respective lease agreement. The liability is accreted to its present value each period and the capitalized cost is depreciated over the remaining lease term. Accretion expense is calculated by applying the effective interest rate to the carrying amount of the liability at the beginning of each period. The effective interest rate is the credit-adjusted risk-free rate applied when the liability was initially measured at inception and remeasured upon the lease extension, when applicable. At December 31, 2021, the Company had outstanding asset retirement obligations of $1.0 million, which was included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2021, 2020 and 2019, the Company recognized accretion expenses of $105 thousand, $63 thousand and $43 thousand, respectively in the accompanying statements of operations and comprehensive loss. Impairment of Long-Lived Assets The Company reviews the recoverability of long-lived assets, including equipment, leasehold improvements, software and intangible assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest charge) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There was no impairment loss recognized during the years ended December 31, 2021, 2020 and 2019. Revenue Recognition The Company derives revenues primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenues from Contracts with Customers, which includes the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. In all sales arrangements, revenues are recognized when control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For sales of MRIdian systems, beginning in the second quarter of 2019, the Company determined that the MRIdian system and installation of the MRIdian system, which had previously been one performance obligation, are now two performance obligations as they are capable of being distinct and are distinct within the context of the system contracts. This change occurred due primarily to changes in facts and circumstances, whereby there are now readily available resources outside the Company that can perform the system installations. For sales of the related support and maintenance services, a time-elapsed method is used to measure progress toward complete satisfaction of performance obligations and service revenue is recognized ratably over the service contract term, which is typically 12 months. Additional details regarding revenue recognition are included in Note 7 – Revenue . Research and Development Costs Expenditures, including payroll, contractor expenses and supplies, for research and development of products and manufacturing processes are expensed as incurred. Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. No costs associated with the development of software have been capitalized as the Company believes its current software development process is completed concurrent with the establishment of technological feasibility. Stock-Based Compensation Stock-based compensation expense for all stock-based payment awards granted is based on the grant date fair value. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective assumptions (see Note 13). The fair value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the awards’ requisite service periods in the consolidated statements of operations and comprehensive loss. The Company records the value of stock-based compensation to expense straight-line over the vesting period. Deferred Commissions Deferred commissions are the direct and incremental costs directly associated with the MRIdian system contracts with customers, which primarily consist of sales commissions to our direct sales force. The commissions are deferred and expensed in proportion to the revenue recognized upon the acceptance of the MRIdian system. At December 31, 2021 and 2020, the Company had $3.3 million and $2.4 million, respectively, in deferred commissions recorded as part of prepaid expenses and other current assets on the consolidated balance sheets. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than not that the deferred tax assets will not be realized. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its net deferred tax assets. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more likely than not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision; however, the Company currently has no penalties or interest related to income taxes. The earliest year that the Company is subject to examination is the year ended December 31, 2004. Warrant Liability Certain warrants to purchase common stock provide for cash settlement in the event of a change in control, and are recorded as liabilities on the balance sheets at fair value upon issuance (see Note 12). These warrants are subject to re-measurement to fair value at each balance sheet date. Any changes in fair value are recognized in the consolidated statements of operations and comprehensive loss as other income (expense), net. Upon exercise of the warrants, the related warrant liability will be reclassified to additional paid-in capital. Net Loss per Share The Company’s basic net loss attributable to common stockholders per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Contingently issuable shares are included in the computation of basic net loss per share as of the date that all necessary conditions have been satisfied and issuance of the shares is no longer contingent. The diluted net loss per share is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, restricted stock units and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-06, an update to ASC Topic 470, Subtopic - 20, Debt - Debt with Conversion and Other Options, and ASC Topic 815, Subtopic – 40, Derivatives and Hedging - Contracts in Entity's Own Equity. The ASU simplifies the guidance for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity by reducing the number of accounting models for convertible instruments and amends guidance in ASC Topic 260, Earnings Per Share, relating to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. The ASU is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2021, with early adoption permitted for fiscal years that begin after December 15, 2020. The Company does not expect significant changes to our consolidated financial statements and related notes in order to comply with ASU 2020-06. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This ASU was adopted as of January 1, 2021 and there were no significant changes to our consolidated financial statements and related notes. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Prototype $ 17,730 $ 17,711 Machine and equipment 17,701 17,486 Leasehold improvements 14,088 14,196 Furniture and fixtures 1,295 1,295 Software 1,389 1,389 Construction in progress 1,397 486 Property and equipment, gross 53,600 52,563 Less: accumulated depreciation and amortization (33,358) (28,501) Property and equipment, net $ 20,242 $ 24,062 Depreciation and amortization expense related to property and equipment was $6.0 million, $6.4 million and $4.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued payroll and related benefits $ 17,080 $ 12,810 Accrued accounts payable $ 3,740 2,810 Payroll withholding tax, sales and other tax payable $ 1,094 1,398 Accrued legal and accounting $ 230 305 Product upgrade reserve $ 2,500 1,500 Other $ 1,911 458 Total accrued liabilities $ 26,555 $ 19,281 Deferred Revenue Deferred revenue consisted of the following (in thousands): December 31, 2021 2020 Deferred revenue: Product $ 1,322 $ 1,888 Services 15,385 8,857 Distribution rights 1,445 1,921 Total deferred revenue 18,152 12,666 Less: current portion of deferred revenue (13,920) (10,094) Noncurrent portion of deferred revenue $ 4,232 $ 2,572 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest, noncurrent portion $ 704 $ 99 Asset retirement obligation 962 857 Other accrued costs 981 — Total other-long term liabilities $ 2,647 $ 956 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments that are carried at fair value mainly consist of Level 3 liabilities. These liabilities that are measured on a recurring basis relate to the 2017 and 2016 Placement Warrants, as described in Note 12. Placement warrant liabilities are valued using the Black-Scholes option-pricing model. Generally, changes in the fair value of the underlying stock, estimated term and volatility would result in a directionally similar impact to the fair value of the warrant (see Note 12). During the year ended December 31, 2021, warrants to purchase 119,420 shares of common stock, were exercised and the aggregate fair value upon exercise of $0.4 million, was reclassified from liabilities to additional paid-in-capital. There were no warrants exercised during the year ended December 31, 2020. The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other income (expense), net in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, 2020 and 2019, the Company recorded a loss of $2.3 million, and a gain of $0.5 million, and $2.5 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. There have been no transfers between Level 1, Level 2 and Level 3 in any periods presented. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At December 31, 2021 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 5,030 $ 5,030 2016 Placement Warrants Liability — — 1,765 1,765 Total Warrant Liability $ — $ — $ 6,795 $ 6,795 At December 31, 2020 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 3,675 $ 3,675 2016 Placement Warrants Liability — — 1,189 1,189 Total Warrant Liability $ — $ — $ 4,864 $ 4,864 The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2021 2020 2019 Fair value, beginning of period $ 4,864 $ 5,373 $ 11,844 Change in fair value of Level 3 financial liabilities 2,284 (509) (2,496) Fair value of 2016 Placement Warrants at exercise (2) — (3,457) Fair value of 2017 Placement Warrants at exercise (351) — (518) Fair value, end of period $ 6,795 $ 4,864 $ 5,373 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt SVB Term Loan In December 2018, the Company entered into a term loan agreement (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 would have made thirty-six equal monthly payments of principal (or thirty equal payments, if the Company so elects). In addition, upon repayment of the SVB Term Loan in full, the Company will make a final payment equal to 3.15% of the original aggregate principal amount of the SVB Term Loan. The Company used the proceeds of the SVB Term Loan and cash on hand to repay in full its outstanding obligations under the then outstanding CRG Term Loan and to pay fees and expenses related thereto. The Company accounted for the termination of the CRG Term Loan as a debt extinguishment and recorded a debt extinguishment loss of $2.4 million from the difference between the net carrying amount of debt and the amount paid. The debt extinguishment loss includes $0.3 million in write-off of unamortized debt discount and debt issuance costs associated with the CRG Term Loan. The Company received net proceeds of $55.4 million after related legal and consulting fees totaling $0.6 million. Such fees are accounted for as debt discount and issuance costs and presented as a direct deduction from the carrying amount of debt on the Company’s consolidated balance sheets. Debt discount, issuance costs and the final payment are amortized or accreted as interest expense over the term of the loan using the effective interest method. On December 31, 2019, we entered into the First Amendment (the "First Amendment") to the SVB Term Loan by and among the Company, ViewRay Technologies, Inc. and SVB dated as of December 28, 2018. The First Amendment, among other things, amended the SVB Term Loan to (i) suspend testing of the minimum revenue financial covenant for the fiscal quarter ending December 31, 2019, (ii) provide for the minimum trailing twelve-month revenue thresholds under the minimum revenue financial covenant for periods ending on the last day of fiscal quarters in fiscal years subsequent to 2020 to be determined annually at the greater of (a) a 25% cushion to revenue forecasts provided by the Company to SVB and (b) 10% year-over-year annual growth, unless otherwise agreed, (iii) increase the minimum liquidity ratio financial covenant from 1.50:1.00 to 1.75:1.00 and (iv) increase the prepayment premium from 1.00% to 2.00% for amounts prepaid under the SVB Term Loan for prior to the maturity date thereof, subject to certain exceptions. On October 30, 2020, the Company entered into the Second Amendment (the "Second Amendment") to the SVB Term Loan. The Second Amendment, among other things, amended the SVB Term Loan to (i) increase the term loan agreement principal amount from $56.0 million to $58.0 million, (ii) revise the thirty-six equal monthly payments of principal to begin on November 1, 2022 , (iii) revise the maturity date to October 1, 2025, (iv) decrease the interest rate from a fixed rate of 6.3% to a floating rate of 2.4% above the Prime Rate, (v) increase the final payment from 3.15% of the original aggregate principal amount to 3.7% of the revised aggregate principal amount, (vi) revise 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 , (vii) decrease the minimum liquidity ratio financial covenant from 1.75:1.00 to 1.70:1.00, (viii) remove the minimum cash balance as a condition of the minimum revenue financial covenant and the minimum liquidity ratio financial covenant, and (ix) increase the prepayment premium from 2.00% to 3.00% for the first 30 months of the term for amounts prepaid under the SVB Term Loan prior to the maturity date thereof, subject to certain exceptions. In connection with the execution of the Second Amendment, the Company agreed to pay the earned portion of the final payment, which equated to $0.8 million. On October 29, 2021, the Company entered into the Third Amendment (the “Third Amendment”) to the SVB Term Loan. The Third Amendment amended the SVB Term Loan to (i) decrease the minimum liquidity ratio financial covenant from 1.70:1.00 to 1.35:1.00, and (ii) increase the prepayment premium from 3.00% to 3.5% for the first 30 months of the term and from 2.00% to 2.50% thereafter for the remaining term, 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 does include all accounts and proceeds of such intellectual property. The SVB Term Loan contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, dividends and other distributions and transactions with affiliates. The SVB Term Loan also contains financial covenants that require the Company to maintain a minimum cash balance in accounts maintained at Silicon Valley Bank or one of its affiliates or else comply with a liquidity ratio and/or a minimum revenue target. The SVB Term Loan includes standard events of default, including, among other things, subject in certain cases to customary grace periods, thresholds and notice requirements, the Company’s failure to fulfill its obligations under the SVB Term Loan or the occurrence of a material adverse change in the Company's business, operations, or condition (financial or otherwise). In the event of default by the Company under the SVB Term Loan, Silicon Valley Bank would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the SVB Loan, which could harm the Company's financial condition. The Company’s scheduled future payments on the SVB Term Loan at December 31, 2021 are as follows (in thousands): Year Ended December 31, 2022 $ 3,222 2023 19,333 2024 19,333 2025 16,112 Total future principal payments 58,000 Less: unamortized debt discount (747) Carrying value of long-term debt 57,253 Less: current portion (3,222) Long-term portion $ 54,031 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases office space in Oakwood Village, Ohio, Mountain View, California, and Denver, Colorado under non-cancelable operating lease agreements. The Company leases and occupies approximately 19,800 square feet of office space in Oakwood Village, Ohio, which expires in October 2026. 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 expiration date of July 2025. Additionally, the Company entered into a lease agreement to lease additional office space in Mountain View, California of approximately 24,600 square feet, which will expire in December 2025. The Company has the option to extend the term of the lease for a period of up to five years. In March 2021, we entered into a lease agreement to lease approximately 12,800 square feet of office space in Denver, Colorado. The lease commenced on September 1, 2021 and will expire October 31, 2024. In recognition of the right-of-use assets and the related lease liabilities, the option to extend the lease term has not been included as the Company is not reasonably certain that it will exercise any such option. At December 31, 2021, the weighted-average remaining lease term in years is 4.0 years and the weighted-average discount rate used is 7.6%. The Company recognized of $2.8 million, $3.1 million, and $2.9 million lease costs arising from lease transactions for the years December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020, and 2019, the Company recognized the following cash flow transactions arising from lease transactions (in thousands): For the Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 2,848 $ 3,145 $ 2,451 Right-of-use assets obtained in exchange for new operating lease liabilities 1,693 643 1,647 At December 31, 2021, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ended December 31, Future Payments 2022 $ 3,264 2023 3,357 2024 3,301 2025 2,096 2026 147 Thereafter — Total undiscounted cash flows $ 12,165 Less: imputed interest (1,538) Present value of lease liabilities $ 10,627 Rent expense for operating leases for the year ended December 31, 2019 using the accounting guidance in effect at that time was $1.4 million. 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. 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, our 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, our 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 we violated federal securities laws by issuing materially false and misleading statements that failed to disclose adverse facts concerning our business, operations, and financial results, and seeks damages, interest, and other relief. On August 25, 2021, the District Court dismissed the lead plaintiff’s second amended complaint, with prejudice. On September 17, 2021, the lead plaintiff filed notice of its intent to appeal the District Court’s opinion and order dismissing the complaint to the Sixth Circuit Court of Appeals. The lead plaintiff filed its opening appellate brief on January 14, 2022, and the defendants’ response is due March 15, 2022. We believe the appeal is without merit and intend to vigorously defend the litigation. Stockholder Derivative Lawsuit On July 22, 2020, a stockholder derivative lawsuit, captioned Gile derivatively on behalf of ViewRay, Inc. v. ViewRay Inc., et al., 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 above. The complaint seeks, among other things, damages awarded to ViewRay, restitution and disgorgement of profits in an unspecified amount, and corporate reforms. Due to the overlap between the allegations in the derivative complaint and those in the putative securities class action complaint, this lawsuit is presently stayed, pending a decision on the appeal by the Sixth Circuit Court of Appeal. Given the early stage of each of the litigation matters described above, at this time we are 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 in 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 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company derives revenue primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. Revenue is categorized as product revenue, service revenue and distribution rights revenue. The following table presents revenue disaggregated by type and geography (in thousands): Years Ended December 31, U.S. 2021 2020 2019 Product $ 31,769 $ 8,428 $ 41,985 Service 10,399 7,739 4,251 Total U.S. revenue $ 42,168 $ 16,167 $ 46,236 Outside of U.S. ("OUS") Product $ 20,096 $ 34,314 $ 37,519 Service 7,380 6,061 3,552 Distribution rights 475 475 475 Total OUS revenue $ 27,951 $ 40,850 $ 41,546 Total Product $ 51,865 $ 42,742 $ 79,504 Service 17,779 13,800 7,803 Distribution rights 475 475 475 Total revenue $ 70,119 $ 57,017 $ 87,782 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, (ii) installation of MRIdian systems, and (iii) 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 ("SSP"), is determined based on observable prices at which the Company separately sells the products and services. If a SSP is not directly observable, the Company will estimate the SSP considering market conditions or internally approved pricing guidelines related to the performance obligations. Product Revenue Product revenue is derived primarily from the sales of MRIdian system. The system contains both software and non-software components that together deliver essential functionality. Certain revenue contracts have terms that result in the control of the system transferring to the customer upon delivery and inspection, as opposed to historically upon customer acceptance. For contracts in which control of the system transfers upon delivery and inspection, the Company recognizes revenue for the systems at the point in time when delivery and inspection by the customer has occurred. For these same contracts, the Company recognizes installation revenue over the period of installation as the installation services are performed and control is transferred to the customer. For all contracts in which control continues to transfer upon post-implementation customer acceptance, revenue for the system and installation will continue to be recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay installation at the ultimate user site, and the distributors may either perform the installation themselves or hire another party to perform the installation. For sales of MRIdian systems for which the Company is not responsible for installation, revenue recognition occurs when the entire system is shipped, which is when the control of the system is transferred to the customer. Service Revenue Service revenue is derived primarily from maintenance services. The maintenance and support service is a stand-ready obligation which is performed over the term of the arrangement and, as a result, service revenue is recognized ratably over the service period as the customers benefit from the service throughout the service period. Distribution Rights Revenue In December 2014, the Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million, which was recorded as deferred revenue. Starting in August 2016, distribution rights revenue is recognized ratably over the remaining term of the distribution agreement of approximately 8.5 years. A time-elapsed method is used to measure progress because the control is transferred evenly over the remaining contractual period. Contract Balances The timing of revenue recognition, billings and cash collections results in short-term and long-term trade receivables, customer deposits, deferred revenues and deferred cost of revenue on the consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for 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 $5.4 million and $0.1 million were reported within other assets in the consolidated balance sheets at December 31, 2021 and 2020, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected three Trade receivables are evaluated for expected credit losses based on past credit history of the respective customers and their current financial condition. Changes in the estimated collectability of trade receivables are included in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for credit losses. The Company generally does not require collateral for trade receivables. There was no allowance for credit losses recorded at December 31, 2021 or 2020. Customer deposits represent payments received in advance of system installation. For domestic and international sales, advance payments received prior to inventory shipments are recorded as customer deposits. Advance payments are subsequently reclassified to deferred revenue upon inventory shipment. All customer deposits, including those that are expected to be a deposit for more than one year, are classified as current liabilities based on consideration of the Company’s normal operating cycle (the time between acquisition of the inventory components and the final cash collection from customers on these inventory components) which is in excess of one year. Deferred revenue consists of deferred product revenue and deferred service revenue. Deferred product revenue arises from timing differences between the fulfillment of contract obligations and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred service revenue results from the advance billing for services to be delivered over a period of time. Deferred revenues expected to be realized within one year or normal operating cycle are classified as current liabilities. Deferred cost of revenue consists of cost for inventory items that have been shipped, but revenue recognition has not yet occurred. Deferred cost of revenue is included as part of current assets as the corresponding deferred product revenue is expected to be realized within one year or the Company’s normal operating cycle. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $9.3 million, $8.3 million and $10.9 million, respectively, of revenues that were included in the deferred revenue balance at the beginning of each reporting period. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes. For the year ended December 31, 2019, the Company recognized $0.9 million in revenue from performance obligations satisfied in a prior period. The cumulative catch-up adjustment resulted from a change in transaction price related to variable consideration that was constrained in prior periods. |
Licensing Agreement
Licensing Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Licensing Agreement [Abstract] | |
Licensing Agreement | Licensing AgreementIn December 2004, ViewRay Technologies, Inc. entered into a licensing agreement with the University of Florida Research Foundation, Inc., or UFRF, whereby UFRF granted the Company a worldwide exclusive license to certain of UFRF’s patents in exchange for 33,652 shares of common stock and a royalty from sales of products developed and sold by the Company utilizing the licensed patents. ViewRay Technologies, Inc. met all of the product development and commercialization milestones at December 31, 2013, and started to make quarterly royalty payments in 2014. Royalty payments are based on 1% of net sales, defined as the amount collected on sales of licensed products and/or licensed processes after deducting trade and/or quantity discounts, credits on returns and allowances, outbound transportation costs paid and sales tax. Minimum quarterly royalty payments of $50 thousand commenced with the quarter ended March 31, 2014, and are payable in advance. Minimum royalties paid in any calendar year are credited against earned royalties for such calendar year. The royalty payments continue until the earlier of (i) the date that no licensed patents remain enforceable or (ii) once the payment of earned royalties cease for more than four consecutive calendar quarters. Royalty expenses based on 1% of net sales were $0.3 million, $0.7 million and $1.0 million during the years ended December 31, 2021, 2020 and 2019, respectively, and were recorded as product cost of revenue in the consolidated statements of operations and comprehensive loss. There were no minimum royalty payments in excess of 1% of net sales during the years ended December 31, 2021, 2020 and 2019. |
Distribution Agreement
Distribution Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Distribution Agreement | Distribution Agreement In December 2014, the Company entered into a distribution agreement with Itochu Corporation, or Itochu, a Japanese entity, pursuant to which the Company appointed Itochu as its exclusive distributor for the sale and delivery of its MRIdian products within Japan. The exclusive distribution agreement has an initial term of 10 years from December 2014, and contains features customary in such distribution agreements. Under this distribution agreement, the Company will supply its products and services to Itochu based upon the Company’s then-current pricing. In consideration of the exclusive distribution rights granted, Itochu agreed to pay a distribution fee of $4.0 million in three installments: (i) the first installment of $1.0 million was due upon execution of the distribution agreement; (ii) the second installment of $1.0 million was due within 10 business days following submission of the application for regulatory approval of the Company’s product to the Japan regulatory authority; and (iii) the final installment of $2.0 million was due within 10 business days following receipt of approval for the Company’s product from the Japanese Ministry of Health, Labor and Welfare. The first and second installments of $2.0 million in aggregate were received in December 2014 and December 2015, respectively. In August 2016, the Company received the third and final $2.0 million installment upon the receipt of regulatory approval to market MRIdian in Japan . The entire $4.0 million distribution fee received was reclassified to deferred revenue as it was no longer refundable. In August 2016, the Company started recognizing distribution rights revenue ratably over the remaining term of the exclusive distribution agreement of approximately 8.5 years. The distribution rights revenue was $0.5 million for each of the years ended December 31, 2021, 2020 and 2019. |
Equity Financing
Equity Financing | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity Financing | Equity Financing Public Offering of Common Stock On December 3, 2019, we entered into an underwriting agreement with Piper Jaffray & Co., as representatives of several underwriters (the "December 2019 Underwriters"), in connection with the issuance and sale of 47,782,500 shares of our common stock, which included the full exercise of the underwriters' option to purchase additional shares, at a public offering price of $3.13 per share. We completed the offering on December 6, 2019 and received aggregate net proceeds of approximately $138.4 million, after deducting the underwriting discounts and commissions and offering expenses payable by us. O n January 4, 2021, the Company entered into an underwriting agreement with Piper Sandler & Co., as representative of the several underwriters named therein (the “January 2021 Underwriters”), with respect to the issuance and sale of 11,856,500 shares of our common stock, which included the full exercise of the January 2021 Underwriters’ option to purchase additional shares, at a price to the public of $4.85 per share. The Company completed the offering on January 7, 2021 and received net proceeds of approximately $53.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. On November 16, 2021, the Company entered into an underwriting agreement with Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the “November 2021 Underwriters”), with respect to the issuance and sale by the Company of 14,375,000 shares of our common stock, which included the full exercise of the November 2021 Underwriters' option to purchase additional shares, at a price to the public of $5.60 per share. The Company completed the offering on November 18, 2021 , and received net proceeds of approximately $75.1 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. 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 pursuant to an at-the-market offering program with FBR, now known as B. Riley Securities. Under this at-the-market offering program, the Company did not sell any shares of its common stock during the years ended December 31, 2019 or 2020. This shelf registration statement expired in February 2022. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockIn March 2018, the Company issued 3,000,581 shares of Series A convertible preferred stock to an existing investor through the March 2018 Direct Registered Offering at a price of $8.31 per share. At the date of the financing, because the effective conversion rate of the preferred stock was less than the market value of the Company’s common stock, a beneficial conversion feature of $2.7 million was recorded as a discount to the convertible preferred stock and an increase to additional paid in capital. Because the preferred stock was perpetual and convertible at the option of the holder at any time, the Company fully amortized the discount related to the beneficial conversion feature as a deemed dividend which was recognized as an increase to accumulated deficit and net loss attributable to common stockholders. Effective on April 19, 2018, all outstanding shares of Series A convertible preferred stock were converted into shares of common stock at a conversion ratio of 1 1. Further, in May 2018, the Company filed a Certificate of Elimination of the Series A Convertible Preferred Stock de-authorizing the 3,000,581 shares of Series A convertible preferred stock. The Company had no outstanding preferred stock as of December 31, 2021 and 2020. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Equity Classified Common Stock Warrants In connection with the merger of ViewRay, Inc. and ViewRay Technologies, Inc. in July 2015, or the Merger, in July and August 2015, the Company conducted a private placement offering as part of which the Company issued warrants, or the 2015 Placement Warrants, that provide the warrant holder the right to purchase 198,760 shares of common stock at an exercise price of $5.00 per share. The 2015 Placement Warrants are exercisable at any time at the option of the holder until the five-year anniversary of their date of issuance. During the year ended December 31, 2018, the Company issued 92,487 shares of its common stock upon the net exercise of 2015 Placement Warrants to purchase 159,010 shares. The remaining 39,750 shares of 2015 Placement Warrants expired in July and August 2020 and none remained outstanding at December 31, 2021. In connection with the March 2018 Direct Registered Offering, the Company issued warrants to purchase 1,418,116 shares of common stock at an exercise price of $8.31 per share. The 2018 Offering Warrants became exercisable upon issuance and expire in March 2025. None of the 2018 Offering Warrants have been exercised to date and they all remained outstanding at December 31, 2021. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the March 2018 Direct Registered Offering of $59.1 million were allocated to common stock, Series A convertible preferred stock and the 2018 Offering Warrants based on their respective relative fair value upon issuance. The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% The allocated proceeds from the 2018 Offering Warrants of $6.6 million was recorded in additional paid-in-capital. Liability Classified Common Stock Warrants In connection with the 2017 and 2016 Private Placements, the Company issued the 2017 and 2016 Placement Warrants, that provide the warrant holder the right to purchase 1,720,512 and 1,380,745 shares of common stock. The 2017 and 2016 Placement Warrants contain protection whereby the warrant holders will have the right to receive cash in the amount equal to the Black-Scholes value of the warrants upon the occurrence of a change in control, as defined in the agreement. The 2017 and 2016 Placement Warrants were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date, with the change in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The key terms and activity of the 2017 and 2016 Placement Warrants are summarized as follows: Issuance Date Term Exercise Price Per Warrants Exercised during the Year Ended December 31, 2020 Warrants Outstanding at December 31, 2020 Warrants Exercised during the Year Ended December 31, 2021 Warrants Outstanding at December 31, 2021 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,618,890 118,868 1,500,022 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 537,263 552 536,711 Total — 2,156,153 119,420 2,036,733 As separate classes of securities were issued in a bundled transaction, the gross proceeds of $26.1 million and $13.8 million from the 2017 and 2016 Private Placement were allocated first to the 2017 and 2016 Placement Warrants based on their fair value upon issuance, and the residuals were allocated to common stock. The fair value upon issuance of $3.4 million and $2.7 million were estimated using the Black-Scholes option-pricing model using the following assumptions: Upon Issuance 2017 Placement Warrants 2016 Placement Warrants Expected term (in years) 7.0 7.0 Expected volatility (%) 62.9% 61.6% Risk-free interest rate (%) 2.2% 1.4% Expected dividend yield (%) 0% 0% The following table summarizes the change in fair value the Company recognized related to its 2017 and 2016 Placement Warrants in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019: December 31, December 31, December 31, Gain (loss) on 2017 Placement Warrants $ (1,705) $ 367 $ 2,554 Gain (loss) on 2016 Placement Warrants (579) 142 (59) $ (2,284) $ 509 $ 2,496 The fair value of the 2017 and 2016 Placement Warrants at December 31, 2021 and 2020 was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions: 2017 Placement Warrants 2016 Placement Warrants December 31, December 31, December 31, December 31, Expected term (in years) 2.0 3.0 1.6 2.6 Expected volatility 86.0% 86.9% 85.5% 86.3% Risk-free interest rate 0.4% 0.2% 0.3% 0.2% Expected dividend yield 0% 0% 0% 0% |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation As of December 31, 2021, the Company had an active stock-based incentive compensation plan, an employee stock purchase plan and an equity inducement plan: the 2015 Equity Incentive Award Plan (as amended and restated, the “2015 Plan”), the 2015 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), and the 2018 Equity Inducement Award Program (the “2018 Plan”), respectively. All new equity compensation grants are issued under these three plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. The 2015 Plan and the 2018 Plan provide for the grant of stock and stock-based awards including stock options, restricted stock units (including deferred stock units) and stock appreciation rights. Additionally, stock units may be issued as performance-based stock units to align stock compensation awards to the attainment of annual or long-term performance goals. As of December 31, 2021, there were 5.8 million shares available for grant under the 2015 Plan and 2018 Plan. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 1,018 $ 965 $ 2,645 Research and development 2,538 2,288 3,910 Selling and marketing 1,615 1,091 1,365 General and administrative 18,700 18,461 11,525 Total stock-based compensation expense $ 23,871 $ 22,805 $ 19,445 Our stock-based compensation expense is based on the value of the portion of share-based payment awards that are ultimately expected to vest, assuming estimated forfeitures at the time of grant. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the years ended December 31, 2021, 2020 and 2019. Restricted Stock Units, Deferred Stock Units and Performance Stock Units: The Company grants restricted stock units, deferred stock units, and performance stock units (collectively "Incentive Stock Units" or "ISUs"). Restricted Stock Units ("RSUs") are granted to the Company's board of directors and employees for their services. Deferred Stock Units ("DSUs") are granted to the Company's board of directors at their election in lieu of retainer and committee service fees. The DSUs granted to board members are either fully vested upon issuance or vest over a period of time from the grant date and will be released and settled upon termination of the board member’s services, the occurrence of a change in control event, or the tenth anniversary of the grant date. The RSUs and DSUs granted to employees and/or board members vest in equal annual or monthly installments over one In March 2021, the Company introduced a performance share plan (the “2021 PSU Plan”) as a component of its equity grants for 2021. The 2021 PSU Plan provides for the award of performance share units (“PSUs”) to employees which vest based on the achievement of performance targets related to the Company’s compound annual revenue growth rate over a three-year period. The grant date fair values of ISUs are based on the closing market price of our common stock on the grant date. Stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period. For PSUs, compensation expense is updated for the Company’s expected performance level against performance goals at the end of each reporting period, which involves judgment as to achievement of certain performance metrics. The weighted-average grant date fair value of ISUs granted in fiscal year 2021, 2020 and 2019 was $4.87 per share, $2.80 per share and $3.63 per share, respectively. The table below summarizes the Company's activity and related information for its ISUs: RSUs and DSUs PSUs Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 8,046,399 $ 3.41 — $ — Granted 2,704,909 $ 4.92 746,723 $ 4.66 Vested (4,875,305) $ 3.75 — $ — Cancelled or forfeited (339,078) $ 3.41 (39,635) $ 4.66 Unvested at December 31, 2021 5,536,925 $ 4.04 707,088 $ 4.66 Vested and unreleased 194,446 — Outstanding at December 31, 2021 5,731,371 707,088 The total grant date fair value of ISUs awarded was $16.8 million, $17.0 million and $12.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The total fair value of ISUs vested was $27.5 million, $5.1 million and $6.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021, total unrecognized stock-based compensation cost related to ISUs, net of estimated forfeitures, was $14.9 million, which is expected to be recognized over a weighted-average period of 1.7 years. As of December 31, 2021, 6.0 million shares of ISUs are expected to vest. Stock Options: Stock option awards are generally granted with an exercise price equal to the market price of our stock at the date of grant and with a four-years vesting schedule. Stock option awards generally expire 10 years from the date of grant. A summary of the Company’s stock option activity and related information is as follows: Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) Options outstanding at December 31, 2020 8,142,348 $ 7.14 7.3 $ 2,638 Options granted — — Options exercised (156,199) 4.97 Options cancelled or forfeited (790,751) 9.05 Options outstanding at December 31, 2021 7,195,398 $ 6.98 6.1 $ 5,203 Options exercisable at December 31, 2021 5,958,569 $ 7.05 5.9 $ 3,847 Options vested and expected to vest at December 31, 2021 7,117,391 $ 7.00 6.1 $ 5,050 There were no options granted to employees for the year ended December 31, 2021. The weighted-average grant date fair value of options granted to employees was $1.20 and $4.67 per share for the years ended December 31, 2020 and 2019. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was nominal for the years ended December 31, 2021, and 2020, and $7.8 million for the year ended December 31, 2019. At December 31, 2021, total unrecognized stock-based compensation cost related to stock options granted to employees, net of estimated forfeitures, was $4.3 million, which is expected to be recognized over a weighted-average period of 1.2 years. 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 risk-free interest rate is based on the zero-coupon U.S. Treasury notes, with maturities similar to the expected term of the options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. During the fourth quarter of 2020, the Company began to determine volatility by solely using the Company’s own historical volatility measurements, since more than four years of historical data became available in the public market. Prior to the fourth quarter of 2020, the Company determined the volatility for stock options granted based on the average historical price volatility for the Company and industry peers over a period equivalent to the expected term of the stock options grants. The forfeiture rate of stock options is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures have been estimated by the Company based upon historical and expected forfeiture experience. The fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility (%) 68.8% 60.7% Risk-free interest rate (%) 0.7% 2.4% Expected dividend yield (%) 0% 0% Employee Stock Purchase Plan: In July 2015, the Company adopted the Employee Stock Purchase Plan ("ESPP"). Certain employees, as defined by the ESPP, are eligible to participate in the ESPP if employed by the Company for at least 20 hours per week during at least five months per calendar year. Participating employees may contribute up to the lesser of 15% of their eligible earnings or $30,000 during each offering period, provided that in no event shall a participating employee be permitted to purchase more than 3,000 shares of common stock during each offering period. The purchase price of common stock purchased under the ESPP is currently equal to 85% of the lesser of the fair market value of a share of common stock on: 1) the first trading day of an offering period and 2) the last trading of each offering period. At December 31, 2021, 3.5 million shares were reserved for issuance under the ESPP, respectively. No more than 3.5 million shares of common stock may be issued under the ESPP. As of December 31, 2021, 0.3 million shares have been issued under the ESPP and 3.2 million shares remained available for future issuance under the ESPP. Purchase rights granted under the ESPP are valued using the Black-Scholes pricing model. During 2021 , the grant date for the two offering periods was April 1, 2021 and July 1, 2021. As such, the expected stock price volatility for the Company’s common stock for the ESPP purchase rights was estimated by taking the average historic price volatility of the Company industry peers based on daily price observations over a period equivalent to the expected term of the offering period. The expected term represents the period of time the ESPP purchase rights are expected to be outstanding and approximates the offering period. The latest offering period and related purchase was completed on December 31, 2021. As such, there was no unrecognized compensation cost related to the ESPP as of December 31, 2021. Total compensation expense was $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020 . There was no compensation expense related to the ESPP for the year ended December 31, 2019. The fair value of each purchase right granted under the ESPP was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.50 0.25 - 0.50 N/A Expected volatility (%) 84.2% - 86.0% 83.0% N/A Risk-free interest rate (%) 0.05% - 0.09% 0.09% - 0.17% N/A Expected dividend yield (%) —% —% N/A |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Expense The following reconciles the differences between income taxes computed at the federal income tax rate and the provision for income taxes: Year Ended December 31, 2021 2020 2019 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.0 0.0 0.0 Change in federal statutory rate 0.0 0.0 0.0 Non-deductible stock compensation (3.1) 0.2 0.0 Non-deductible items and other (1.7) (3.6) (2.8) Federal and state credits 0.7 0.5 0.6 Change in valuation allowance (16.9) (18.1) (18.8) Total 0.0 % 0.0 % 0.0 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s net deferred tax assets consisted of the following at December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 140,581 $ 121,346 Research and development tax credits 9,149 6,949 Reserves and accruals 4,781 4,984 Operating lease liability 2,615 2,588 Other 6,738 4,702 Total deferred tax assets 163,864 140,569 Less: Valuation allowance (161,487) (138,214) Net deferred tax assets 2,377 2,355 Deferred tax liabilities Right-of-use assets (2,377) (2,355) Total deferred tax liabilities (2,377) (2,355) Net deferred tax assets $ — $ — The Company maintains a valuation allowance related to its deferred tax asset position when management believes it is more likely than not that the net deferred tax assets will not be realized in the future. The Company’s valuation allowance increased by $23.3 million and $21.0 million during the year ended December 31, 2021 and 2020, respectively. At December 31, 2021, the Company had federal net operating loss carryforwards of $605.5 million, which begin to expire in the year ending December 31, 2024, and $258.6 million related to state net operating loss carryforwards, which begin to expire in the year ending December 31, 2021. The Company had federal research and development tax credit carryforwards of $7.5 million, and state carryforwards of $5.0 million at the year ended December 31, 2021. The federal credits begin to expire in the year ending December 31, 2027 and the state credits carryforward indefinitely. Under the provisions of the Internal Revenue Code, or IRC, net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. The Company performed a Section 382 analysis in February of 2022 and three ownership changes were identified, which had a corresponding limitation of tax attributes. Future owner or equity shifts could result in additional limitations on net operating loss and credit carryforwards. Because of the net operating loss and credit carryforwards, all of the Company’s federal tax returns and state returns since the year ended December 31, 2004 remain subject to federal and California examination. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates these tax positions on an annual basis. In addition, the Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2021 and 2020, the Company’s unrecognized tax benefits consist of the following (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefit, beginning of period $ 2,681 $ 2,158 Gross increases — current year tax positions 704 548 Gross increases — prior year tax positions — — Gross decreases — prior year tax positions (28) (25) Unrecognized tax benefit, end of period $ 3,357 $ 2,681 On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to the tax deprecation methods for qualified improvement property. The impact of the CARES act is estimated to be immaterial on the Company’s income tax expense. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Employee BenefitsThe Company has a 401(k) Plan which covers its eligible employees. The 401(k) Plan permits the participants to defer a portion of their compensation in accordance with the provisions of Section 401(k) of the IRC. Participant contributions are limited to a maximum annual amount as set periodically by the IRC. The Company started to match 50% of eligible participant contributions up to 6% annual contribution during the year ended December 31, 2019. The Company’s matching contribution to the 401(k) Plan was $0.7 million, $1.1 million, and $0.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Net loss attributable to common stockholders, basic and diluted $ (110,048) $ (107,908) $ (120,199) Weighted-average common shares used in computing net loss per share, basic and diluted 164,521,064 147,895,561 102,001,954 Net loss per share, basic and diluted $ (0.67) $ (0.73) $ (1.18) Diluted earnings per share (“EPS”) includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period. Diluted EPS for the years ended December 31, 2021, 2020, and 2019 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share. The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share: Year Ended December 31, 2021 2020 2019 Options to purchase common stock 7,195,398 8,142,348 11,165,846 Warrants to purchase common stock - liability classified 2,036,733 2,156,153 2,156,153 Warrants to purchase common stock - equity classified 1,418,116 1,418,116 1,457,866 Unvested restricted stock units 6,244,013 8,046,399 4,379,777 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company has one business activity, which is radiation therapy technology combined with magnetic resonance imaging, and operates in one reportable segment. The Company’s chief operating decision-maker, its chief executive officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. Also, the Company does not have segment managers as the Company manages its operations as a single operating segment. The following table sets forth revenue by geographic area based on the shipping address of the customers’ location (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 42,168 $ 16,167 $ 46,236 France 7,868 7,025 12,235 Taiwan 4,870 10,710 — United Kingdom 1,173 6,060 5,974 Rest of world 14,040 17,055 23,337 Total revenue $ 70,119 $ 57,017 $ 87,782 At December 31, 2021 and 2020, nearly all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As discussed in Note 8, the Company pays a royalty to UFRF, a stockholder in the Company, related to a licensing agreement. In November 2019, the Company entered into a distribution agreement with Chindex Shanghai International Trading Company Limited, or Chindex, which became effective in February 2020. Chindex is a subsidiary of Fosun International Limited, or Fosun. Kevin Xie, Ph.D., a member of the Company’s board of directors, was previously designated by Fosun for election to the board pursuant to a Securities Purchase Agreement related to the Company’s 2017 direct registered offering of common stock. Under the distribution agreement, Chindex will act as the Company’s distributor and regulatory agent for the sale and delivery of its MRIdian products within the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The distribution agreement has an initial term of five years with an option to renew for an additional five years. Under the distribution agreement, the Company will supply its products and services to Chindex based on an agreed upon price between the Company and Chindex. In accordance with the agreement, Chindex agreed to pay ViewRay an upfront fee, portions of which may be refundable under certain conditions, of $3.5 million, payable in three installments: (i) the first installment of $1.5 million due approximately 60 days after the effectiveness of the distribution agreement; (ii) the second installment of $1.0 million due on the first anniversary from the effective date of the agreement; and (iii) the third installment of $1.0 million due on the second anniversary from the effective date of the agreement. The Company has received the first and second installment of this payment as of December 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchanges Commission (the "SEC"). The consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to multiple performance obligations within an arrangement, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and warrant liability, and valuation allowances against deferred tax assets. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company deposits its cash primarily in checking and money market accounts. The carrying amounts of the Company’s cash equivalents approximate their fair values due to their short maturities. |
Restricted Cash | Restricted Cash At December 31, 2021 and 2020, the Company had an aggregate of $1.5 million of outstanding letters of credit related to its operating leases and its contractual obligations with distributors and customers. The letters of credit are collateralized by a restricted cash deposit account, which is presented as part of noncurrent assets on the balance sheets because the |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in checking and money market accounts with various financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires deposits from its customers. The Company’s accounts receivable were derived from billings to customers. The Company’s customers representing greater than 10% of accounts receivable or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2021 2020 2019 2021 2020 Customer A 11 % 12 % 14 % 28 % Customer B 16 % Customer C 16 % Customer D 15 % Customer E 19 % Customer F 11 % 30 % Customer G 10 % 20 % Customer H 25 % The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of MRIdian, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. Furthermore, new products to be developed by the Company require approval from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. The Company relies on a concentrated number of suppliers to manufacture essentially all of the components used in MRIdian. The Company’s suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, equipment malfunction and environmental factors, any of which could delay or impede our ability to meet demand. |
Accounts Receivables and Allowance for Doubtful Accounts | Accounts Receivables and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount, net of any allowance for credit losses, and do not bear interest. The allowance for credit losses, if any, is based on the assessment of the collectability of customer accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, warrant liability and long-term debt. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities current portion of long-term debt are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The warrant liability is carried at fair value. The carrying amount of the Company’s long-term debt approximates its fair value as the stated interest rate approximates market rates currently available to the Company. |
Inventory and Deposits on Purchased Inventory | Inventory and Deposits on Purchased Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or net realizable value. All inventories expected to be placed in service during the normal operating cycle of the Company for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Excess and obsolete inventories are written down based on historical sales and forecasted demand, as judged by management. The Company reduces the carrying value of its inventory for the difference between cost and net realizable value and records a charge to cost of product revenues. The Company recorded an inventory lower of cost and net realizable value adjustment of $0.9 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively. There was no lower of cost and net realizable value adjustment during the year ended December 31, 2019. The Company records inventory items which have been paid for but not yet received and for which title has not yet transferred to the Company as deposits on purchased inventory. Deposits on purchased inventory are included within current assets as the related inventory items are expected to be received and used in MRIdian systems within the Company’s normal operating cycle. The Company assesses the recoverability of deposits on purchased inventory based on credit assessments of the vendors and their history supplying these assets. At December 31, 2021, the Company did not have any instances whereby deposits for purchased inventory were written off or the purchased inventory was not delivered. |
Shipping and Handling Costs | Shipping and Handling CostsShipping and handling costs for product shipments to customers are included in cost of product revenue. Shipping and handling costs incurred for inventory purchases are capitalized in inventory and expensed in cost of product revenue. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed over the estimated useful lives, ranging from two Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 - 10 years Machinery and equipment 3 - 15 years Furniture and fixture 5 - 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities, current and noncurrent, on our consolidated balance sheets. We currently do not have any finance lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include an option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. |
Asset Retirement Obligations | Asset Retirement Obligations In connection with two lease agreements and subsequent amendments, the Company has a legal obligation to remove long-lived assets constructed on the leased properties and to restore the leased properties to their original condition. The Company records the fair value of the asset retirement obligation in the period in which it is incurred. The fair value is measured based upon the present value of the expected future payments at inception and remeasured upon the extension of |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews the recoverability of long-lived assets, including equipment, leasehold improvements, software and intangible assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest charge) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from the sale of MRIdian systems and related services as well as support and maintenance services on sold systems. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenues from Contracts with Customers, which includes the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. In all sales arrangements, revenues are recognized when control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For sales of MRIdian systems, beginning in the second quarter of 2019, the Company determined that the MRIdian system and installation of the MRIdian system, which had previously been one performance obligation, are now two performance obligations as they are capable of being distinct and are distinct within the context of the system contracts. This change occurred due primarily to changes in facts and circumstances, whereby there are now readily available resources outside the Company that can perform the system installations. For sales of the related support and maintenance services, a time-elapsed method is used to measure progress toward complete satisfaction of performance obligations and service revenue is recognized ratably over the service contract term, which is typically 12 months. Additional details regarding revenue recognition are included in Note 7 – Revenue . |
Research and Development Costs | Research and Development Costs Expenditures, including payroll, contractor expenses and supplies, for research and development of products and manufacturing processes are expensed as incurred. |
Stock-Based Compensation | Stock-Based CompensationStock-based compensation expense for all stock-based payment awards granted is based on the grant date fair value. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective assumptions (see Note 13). The fair value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the awards’ requisite service periods in the consolidated statements of operations and comprehensive loss. The Company records the value of stock-based compensation to expense straight-line over the vesting period. |
Deferred Commissions | Deferred CommissionsDeferred commissions are the direct and incremental costs directly associated with the MRIdian system contracts with customers, which primarily consist of sales commissions to our direct sales force. The commissions are deferred and expensed in proportion to the revenue recognized upon the acceptance of the MRIdian system. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than not that the deferred tax assets will not be realized. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its net deferred tax assets. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more likely than not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision; however, the Company currently has no penalties or interest related to income taxes. The earliest year that the Company is subject to examination is the year ended December 31, 2004. |
Warrant Liability | Warrant Liability Certain warrants to purchase common stock provide for cash settlement in the event of a change in control, and are recorded as liabilities on the balance sheets at fair value upon issuance (see Note 12). These warrants are subject to re-measurement to fair value at each balance sheet date. Any changes in fair value are recognized in the consolidated statements of operations and comprehensive loss as other income (expense), net. Upon exercise of the warrants, the related warrant liability will be reclassified to additional paid-in capital. |
Net Loss per Share | Net Loss per Share The Company’s basic net loss attributable to common stockholders per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Contingently issuable shares are included in the computation of basic net loss per share as of the date that all necessary conditions have been satisfied and issuance of the shares is no longer contingent. The diluted net loss per share is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, restricted stock units and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-06, an update to ASC Topic 470, Subtopic - 20, Debt - Debt with Conversion and Other Options, and ASC Topic 815, Subtopic – 40, Derivatives and Hedging - Contracts in Entity's Own Equity. The ASU simplifies the guidance for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity by reducing the number of accounting models for convertible instruments and amends guidance in ASC Topic 260, Earnings Per Share, relating to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. The ASU is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2021, with early adoption permitted for fiscal years that begin after December 15, 2020. The Company does not expect significant changes to our consolidated financial statements and related notes in order to comply with ASU 2020-06. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This ASU was adopted as of January 1, 2021 and there were no significant changes to our consolidated financial statements and related notes. |
Revenue | Product Revenue Product revenue is derived primarily from the sales of MRIdian system. The system contains both software and non-software components that together deliver essential functionality. Certain revenue contracts have terms that result in the control of the system transferring to the customer upon delivery and inspection, as opposed to historically upon customer acceptance. For contracts in which control of the system transfers upon delivery and inspection, the Company recognizes revenue for the systems at the point in time when delivery and inspection by the customer has occurred. For these same contracts, the Company recognizes installation revenue over the period of installation as the installation services are performed and control is transferred to the customer. For all contracts in which control continues to transfer upon post-implementation customer acceptance, revenue for the system and installation will continue to be recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay installation at the ultimate user site, and the distributors may either perform the installation themselves or hire another party to perform the installation. For sales of MRIdian systems for which the Company is not responsible for installation, revenue recognition occurs when the entire system is shipped, which is when the control of the system is transferred to the customer. Service Revenue Service revenue is derived primarily from maintenance services. The maintenance and support service is a stand-ready obligation which is performed over the term of the arrangement and, as a result, service revenue is recognized ratably over the service period as the customers benefit from the service throughout the service period. Distribution Rights Revenue In December 2014, the Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million, which was recorded as deferred revenue. Starting in August 2016, distribution rights revenue is recognized ratably over the remaining term of the distribution agreement of approximately 8.5 years. A time-elapsed method is used to measure progress because the control is transferred evenly over the remaining contractual period. Contract Balances The timing of revenue recognition, billings and cash collections results in short-term and long-term trade receivables, customer deposits, deferred revenues and deferred cost of revenue on the consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for 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 $5.4 million and $0.1 million were reported within other assets in the consolidated balance sheets at December 31, 2021 and 2020, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected three Trade receivables are evaluated for expected credit losses based on past credit history of the respective customers and their current financial condition. Changes in the estimated collectability of trade receivables are included in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for credit losses. The Company generally does not require collateral for trade receivables. There was no allowance for credit losses recorded at December 31, 2021 or 2020. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Concentration of Risk | The Company’s customers representing greater than 10% of accounts receivable or revenue for the periods presented were as follows: Revenue Accounts Receivables Year Ended December 31, December 31, Customers 2021 2020 2019 2021 2020 Customer A 11 % 12 % 14 % 28 % Customer B 16 % Customer C 16 % Customer D 15 % Customer E 19 % Customer F 11 % 30 % Customer G 10 % 20 % Customer H 25 % |
Schedule of Property and Equipment, Net | Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 - 10 years Machinery and equipment 3 - 15 years Furniture and fixture 5 - 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Prototype $ 17,730 $ 17,711 Machine and equipment 17,701 17,486 Leasehold improvements 14,088 14,196 Furniture and fixtures 1,295 1,295 Software 1,389 1,389 Construction in progress 1,397 486 Property and equipment, gross 53,600 52,563 Less: accumulated depreciation and amortization (33,358) (28,501) Property and equipment, net $ 20,242 $ 24,062 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization periods for property and equipment are as follows: Property and Equipment Estimated Useful Life Prototype 2 - 10 years Machinery and equipment 3 - 15 years Furniture and fixture 5 - 10 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Prototype $ 17,730 $ 17,711 Machine and equipment 17,701 17,486 Leasehold improvements 14,088 14,196 Furniture and fixtures 1,295 1,295 Software 1,389 1,389 Construction in progress 1,397 486 Property and equipment, gross 53,600 52,563 Less: accumulated depreciation and amortization (33,358) (28,501) Property and equipment, net $ 20,242 $ 24,062 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued payroll and related benefits $ 17,080 $ 12,810 Accrued accounts payable $ 3,740 2,810 Payroll withholding tax, sales and other tax payable $ 1,094 1,398 Accrued legal and accounting $ 230 305 Product upgrade reserve $ 2,500 1,500 Other $ 1,911 458 Total accrued liabilities $ 26,555 $ 19,281 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): December 31, 2021 2020 Deferred revenue: Product $ 1,322 $ 1,888 Services 15,385 8,857 Distribution rights 1,445 1,921 Total deferred revenue 18,152 12,666 Less: current portion of deferred revenue (13,920) (10,094) Noncurrent portion of deferred revenue $ 4,232 $ 2,572 |
Schedule of Other Long Term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest, noncurrent portion $ 704 $ 99 Asset retirement obligation 962 857 Other accrued costs 981 — Total other-long term liabilities $ 2,647 $ 956 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At December 31, 2021 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 5,030 $ 5,030 2016 Placement Warrants Liability — — 1,765 1,765 Total Warrant Liability $ — $ — $ 6,795 $ 6,795 At December 31, 2020 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 3,675 $ 3,675 2016 Placement Warrants Liability — — 1,189 1,189 Total Warrant Liability $ — $ — $ 4,864 $ 4,864 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Year Ended December 31, 2021 2020 2019 Fair value, beginning of period $ 4,864 $ 5,373 $ 11,844 Change in fair value of Level 3 financial liabilities 2,284 (509) (2,496) Fair value of 2016 Placement Warrants at exercise (2) — (3,457) Fair value of 2017 Placement Warrants at exercise (351) — (518) Fair value, end of period $ 6,795 $ 4,864 $ 5,373 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Scheduled Future Payments on Term Loan | The Company’s scheduled future payments on the SVB Term Loan at December 31, 2021 are as follows (in thousands): Year Ended December 31, 2022 $ 3,222 2023 19,333 2024 19,333 2025 16,112 Total future principal payments 58,000 Less: unamortized debt discount (747) Carrying value of long-term debt 57,253 Less: current portion (3,222) Long-term portion $ 54,031 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Cash Flow Transactions Arising From Lease Transactions | During the years ended December 31, 2021, 2020, and 2019, the Company recognized the following cash flow transactions arising from lease transactions (in thousands): For the Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 2,848 $ 3,145 $ 2,451 Right-of-use assets obtained in exchange for new operating lease liabilities 1,693 643 1,647 |
Schedule of Future Minimum Payments and Interest Expense for Operating Leases | At December 31, 2021, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ended December 31, Future Payments 2022 $ 3,264 2023 3,357 2024 3,301 2025 2,096 2026 147 Thereafter — Total undiscounted cash flows $ 12,165 Less: imputed interest (1,538) Present value of lease liabilities $ 10,627 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Types and Geography | The following table presents revenue disaggregated by type and geography (in thousands): Years Ended December 31, U.S. 2021 2020 2019 Product $ 31,769 $ 8,428 $ 41,985 Service 10,399 7,739 4,251 Total U.S. revenue $ 42,168 $ 16,167 $ 46,236 Outside of U.S. ("OUS") Product $ 20,096 $ 34,314 $ 37,519 Service 7,380 6,061 3,552 Distribution rights 475 475 475 Total OUS revenue $ 27,951 $ 40,850 $ 41,546 Total Product $ 51,865 $ 42,742 $ 79,504 Service 17,779 13,800 7,803 Distribution rights 475 475 475 Total revenue $ 70,119 $ 57,017 $ 87,782 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Assumptions using Black- Scholes Option Pricing Model to estimate fair value | The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% Upon Issuance 2017 Placement Warrants 2016 Placement Warrants Expected term (in years) 7.0 7.0 Expected volatility (%) 62.9% 61.6% Risk-free interest rate (%) 2.2% 1.4% Expected dividend yield (%) 0% 0% The fair value of the 2017 and 2016 Placement Warrants at December 31, 2021 and 2020 was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions: 2017 Placement Warrants 2016 Placement Warrants December 31, December 31, December 31, December 31, Expected term (in years) 2.0 3.0 1.6 2.6 Expected volatility 86.0% 86.9% 85.5% 86.3% Risk-free interest rate 0.4% 0.2% 0.3% 0.2% Expected dividend yield 0% 0% 0% 0% |
Schedule of Key Terms of Placement Warrants | The key terms and activity of the 2017 and 2016 Placement Warrants are summarized as follows: Issuance Date Term Exercise Price Per Warrants Exercised during the Year Ended December 31, 2020 Warrants Outstanding at December 31, 2020 Warrants Exercised during the Year Ended December 31, 2021 Warrants Outstanding at December 31, 2021 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,618,890 118,868 1,500,022 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 537,263 552 536,711 Total — 2,156,153 119,420 2,036,733 The following table summarizes the change in fair value the Company recognized related to its 2017 and 2016 Placement Warrants in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019: December 31, December 31, December 31, Gain (loss) on 2017 Placement Warrants $ (1,705) $ 367 $ 2,554 Gain (loss) on 2016 Placement Warrants (579) 142 (59) $ (2,284) $ 509 $ 2,496 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 1,018 $ 965 $ 2,645 Research and development 2,538 2,288 3,910 Selling and marketing 1,615 1,091 1,365 General and administrative 18,700 18,461 11,525 Total stock-based compensation expense $ 23,871 $ 22,805 $ 19,445 |
Summary of RSU Activity | The table below summarizes the Company's activity and related information for its ISUs: RSUs and DSUs PSUs Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 8,046,399 $ 3.41 — $ — Granted 2,704,909 $ 4.92 746,723 $ 4.66 Vested (4,875,305) $ 3.75 — $ — Cancelled or forfeited (339,078) $ 3.41 (39,635) $ 4.66 Unvested at December 31, 2021 5,536,925 $ 4.04 707,088 $ 4.66 Vested and unreleased 194,446 — Outstanding at December 31, 2021 5,731,371 707,088 |
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: Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) Options outstanding at December 31, 2020 8,142,348 $ 7.14 7.3 $ 2,638 Options granted — — Options exercised (156,199) 4.97 Options cancelled or forfeited (790,751) 9.05 Options outstanding at December 31, 2021 7,195,398 $ 6.98 6.1 $ 5,203 Options exercisable at December 31, 2021 5,958,569 $ 7.05 5.9 $ 3,847 Options vested and expected to vest at December 31, 2021 7,117,391 $ 7.00 6.1 $ 5,050 |
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Options at Grant Date | The fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility (%) 68.8% 60.7% Risk-free interest rate (%) 0.7% 2.4% Expected dividend yield (%) 0% 0% |
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Purchases at Grant Date | The fair value of each purchase right granted under the ESPP was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.50 0.25 - 0.50 N/A Expected volatility (%) 84.2% - 86.0% 83.0% N/A Risk-free interest rate (%) 0.05% - 0.09% 0.09% - 0.17% N/A Expected dividend yield (%) —% —% N/A |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Differences Between Federal Income Tax Rate and Effective Tax Rate | The following reconciles the differences between income taxes computed at the federal income tax rate and the provision for income taxes: Year Ended December 31, 2021 2020 2019 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.0 0.0 0.0 Change in federal statutory rate 0.0 0.0 0.0 Non-deductible stock compensation (3.1) 0.2 0.0 Non-deductible items and other (1.7) (3.6) (2.8) Federal and state credits 0.7 0.5 0.6 Change in valuation allowance (16.9) (18.1) (18.8) Total 0.0 % 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | The principal components of the Company’s net deferred tax assets consisted of the following at December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 140,581 $ 121,346 Research and development tax credits 9,149 6,949 Reserves and accruals 4,781 4,984 Operating lease liability 2,615 2,588 Other 6,738 4,702 Total deferred tax assets 163,864 140,569 Less: Valuation allowance (161,487) (138,214) Net deferred tax assets 2,377 2,355 Deferred tax liabilities Right-of-use assets (2,377) (2,355) Total deferred tax liabilities (2,377) (2,355) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | At December 31, 2021 and 2020, the Company’s unrecognized tax benefits consist of the following (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefit, beginning of period $ 2,681 $ 2,158 Gross increases — current year tax positions 704 548 Gross increases — prior year tax positions — — Gross decreases — prior year tax positions (28) (25) Unrecognized tax benefit, end of period $ 3,357 $ 2,681 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Net loss attributable to common stockholders, basic and diluted $ (110,048) $ (107,908) $ (120,199) Weighted-average common shares used in computing net loss per share, basic and diluted 164,521,064 147,895,561 102,001,954 Net loss per share, basic and diluted $ (0.67) $ (0.73) $ (1.18) |
Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share | The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share: Year Ended December 31, 2021 2020 2019 Options to purchase common stock 7,195,398 8,142,348 11,165,846 Warrants to purchase common stock - liability classified 2,036,733 2,156,153 2,156,153 Warrants to purchase common stock - equity classified 1,418,116 1,418,116 1,457,866 Unvested restricted stock units 6,244,013 8,046,399 4,379,777 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area Based on the Shipping Address of the Customers' Location | The following table sets forth revenue by geographic area based on the shipping address of the customers’ location (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 42,168 $ 16,167 $ 46,236 France 7,868 7,025 12,235 Taiwan 4,870 10,710 — United Kingdom 1,173 6,060 5,974 Rest of world 14,040 17,055 23,337 Total revenue $ 70,119 $ 57,017 $ 87,782 |
Background and Organization - A
Background and Organization - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (110,048) | $ (107,908) | $ (120,199) |
Net cash used in operations | (62,091) | (63,474) | $ (79,567) |
Cash and cash equivalents | $ 218,348 | $ 156,720 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 1,460,000 | $ 1,460,000 | |
Letters of credit drawn, amount | 0 | 0 | |
Allowance for doubtful accounts | 0 | 0 | |
Inventory lower of cost and net realizable value adjustment | 883,000 | 150,000 | $ 0 |
Asset retirement obligation | 1,000,000 | ||
Impairment loss recognized | $ 0 | 0 | 0 |
Service contract term (in months) | 12 months | ||
Capitalized costs associated with development of software | $ 0 | ||
Deferred commission | 3,300,000 | 2,400,000 | |
Asset Retirement Obligation | |||
Significant Accounting Policies [Line Items] | |||
Accretion expenses | $ 105,000 | $ 63,000 | $ 43,000 |
Software | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life (in years) | 3 years | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life (in years) | 2 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life (in years) | 15 years | ||
Collateral for Letters of Credit | |||
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 1,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Customers Representing Greater than 10% of Accounts Receivable and Revenue (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 11.00% | 12.00% | 14.00% |
Revenue | Customer E | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 19.00% | ||
Revenue | Customer F | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 11.00% | ||
Revenue | Customer G | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 10.00% | ||
Accounts Receivables | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 28.00% | ||
Accounts Receivables | Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 16.00% | ||
Accounts Receivables | Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 16.00% | ||
Accounts Receivables | Customer D | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 15.00% | ||
Accounts Receivables | Customer F | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 30.00% | ||
Accounts Receivables | Customer G | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 20.00% | ||
Accounts Receivables | Customer H | |||
Concentration Risk [Line Items] | |||
Percentage of concentration risk | 25.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization Periods for Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 2 years |
Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 15 years |
Prototype | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 2 years |
Prototype | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Machinery and equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Machinery and equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 15 years |
Furniture and fixture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Furniture and fixture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 53,600 | $ 52,563 |
Less: accumulated depreciation and amortization | (33,358) | (28,501) |
Property and equipment, net | 20,242 | 24,062 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 17,730 | 17,711 |
Machine and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 17,701 | 17,486 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 14,088 | 14,196 |
Furniture and fixture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,295 | 1,295 |
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 | $ 1,397 | $ 486 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization | $ 6 | $ 6.4 | $ 4.7 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll and related benefits | $ 17,080 | $ 12,810 |
Accrued accounts payable | 3,740 | 2,810 |
Payroll withholding tax, sales and other tax payable | 1,094 | 1,398 |
Accrued legal and accounting | 230 | 305 |
Product upgrade reserve | 2,500 | 1,500 |
Other | 1,911 | 458 |
Total accrued liabilities | $ 26,555 | $ 19,281 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 18,152 | $ 12,666 |
Less: current portion of deferred revenue | (13,920) | (10,094) |
Noncurrent portion of deferred revenue | 4,232 | 2,572 |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 1,322 | 1,888 |
Service | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 15,385 | 8,857 |
Distribution rights | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 1,445 | $ 1,921 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued interest, noncurrent portion | $ 704 | $ 99 |
Asset retirement obligation | 962 | 857 |
Other accrued costs | 981 | 0 |
Total other-long term liabilities | $ 2,647 | $ 956 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Warrants exercised (in shares) | 119,420 | 0 | |
Change in fair value of Level 3 financial liabilities | $ 2,284 | $ (509) | $ (2,496) |
2016 and 2017 Private Placement Warrants | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Warrants exercised (in shares) | 0 | ||
Aggregate fair value of warrants upon exercise | 400 | ||
Change in fair value of Level 3 financial liabilities | $ 2,300 | $ (500) | $ (2,500) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Details) - Fair Value Measurement on Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | $ 6,795 | $ 4,864 |
2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 5,030 | 3,675 |
2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 1,765 | 1,189 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 1 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 1 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 2 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 2 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 6,795 | 4,864 |
Level 3 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | 5,030 | 3,675 |
Level 3 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Warrant Liability | $ 1,765 | $ 1,189 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning of period | $ 4,864 | $ 5,373 | $ 11,844 |
Change in fair value of Level 3 financial liabilities | 2,284 | (509) | (2,496) |
Fair value, end of period | 6,795 | 4,864 | 5,373 |
2016 Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value of Placement Warrants at exercise | (2) | 0 | (3,457) |
2017 Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value of Placement Warrants at exercise | $ (351) | $ 0 | $ (518) |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 30, 2021 | Oct. 29, 2021 | Oct. 30, 2020USD ($)installment | Oct. 29, 2020USD ($) | Dec. 30, 2019 | Dec. 31, 2018USD ($)installment | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018USD ($) |
SVB Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Total principal amount | $ 58,000,000 | $ 56,000,000 | $ 56,000,000 | $ 56,000,000 | |||||
Debt instrument interest rate percentage | 6.30% | 6.30% | 6.30% | ||||||
Length of revenue (in months) | 12 months | 12 months | |||||||
Number of installments | installment | 36 | 36 | |||||||
Number of installments if achieving trailing revenue target and company so elects | installment | 30 | ||||||||
Final payment percentage of original principal amount | 3.70% | 3.15% | 3.15% | 3.15% | |||||
Proceeds from term loan | $ 55,400,000 | ||||||||
Legal and consulting fees | 600,000 | ||||||||
Revenue cushion (as a percent) | 25.00% | ||||||||
Annual growth covenant (as a percent) | 10.00% | ||||||||
Debt instrument minimum liquidity ratio financial covenant | 170.00% | 170.00% | 175.00% | 150.00% | 175.00% | ||||
Debt instrument prepayment premium (as a percent) | 3.00% | 2.00% | 1.00% | 2.00% | |||||
Minimum trailing period for revenue thresholds under minimum revenue financial covenant (in months) | 12 months | ||||||||
Debt instrument final payment | $ 800,000 | ||||||||
SVB Term Loan | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument prepayment premium (as a percent) | 2.00% | 300.00% | |||||||
SVB Term Loan | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument minimum liquidity ratio financial covenant | 135.00% | ||||||||
Debt instrument prepayment premium (as a percent) | 2.50% | 3.50% | |||||||
SVB Term Loan | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument floating rate (as a percent) | 2.40% | ||||||||
CRG Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt extinguishment loss | 2,400,000 | ||||||||
Write-off of unamortized debt discount and debt issuance costs | $ 300,000 |
Debt - Scheduled Future Payment
Debt - Scheduled Future Payments on Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (3,222) | $ 0 |
Long-term portion | 54,031 | $ 56,940 |
SVB Term Loan | ||
Debt Instrument [Line Items] | ||
2022 | 3,222 | |
2023 | 19,333 | |
2024 | 19,333 | |
2025 | 16,112 | |
Total future principal payments | 58,000 | |
Less: unamortized debt discount | (747) | |
Carrying value of long-term debt | 57,253 | |
Less: current portion | (3,222) | |
Long-term portion | $ 54,031 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | |||
Weighted-average remaining lease term (in years) | 4 years | ||
Weighted-average discount rate (as a percent) | 7.60% | ||
Operating lease cost | $ | $ 2.8 | $ 3.1 | $ 2.9 |
Rent expense | $ | $ 1.4 | ||
Purchase commitments | $ | $ 6.4 | ||
Lease Agreement | Oakwood Village, Ohio | |||
Operating Leased Assets [Line Items] | |||
Area of rentable space (in square feet) | 19,800 | ||
Lease Agreement | Mountain View, California | |||
Operating Leased Assets [Line Items] | |||
Area of rentable space (in square feet) | 25,500 | ||
Lease Agreement | Mountain View, California | Maximum | |||
Operating Leased Assets [Line Items] | |||
Lease agreement, renewal term (in years) | 5 years | ||
Lease Agreement | Mountain View, California | |||
Operating Leased Assets [Line Items] | |||
Area of rentable space (in square feet) | 24,600 | ||
Sub-Lease Agreement | Denver, Colorado | |||
Operating Leased Assets [Line Items] | |||
Area of rentable space (in square feet) | 12,800 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Cash Flow Transactions Arising From Lease Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,848 | $ 3,145 | $ 2,451 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,693 | $ 643 | $ 1,647 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments and Interest Expense for Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 3,264 |
2023 | 3,357 |
2024 | 3,301 |
2025 | 2,096 |
2026 | 147 |
Thereafter | 0 |
Total undiscounted cash flows | 12,165 |
Less: imputed interest | (1,538) |
Present value of lease liabilities | $ 10,627 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Types and Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 70,119 | $ 57,017 | $ 87,782 |
Product | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 51,865 | 42,742 | 79,504 |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 17,779 | 13,800 | 7,803 |
Distribution rights | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 475 | 475 | 475 |
U.S. | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 42,168 | 16,167 | 46,236 |
U.S. | Product | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 31,769 | 8,428 | 41,985 |
U.S. | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 10,399 | 7,739 | 4,251 |
Outside of U.S. ("OUS") | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 27,951 | 40,850 | 41,546 |
Outside of U.S. ("OUS") | Product | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 20,096 | 34,314 | 37,519 |
Outside of U.S. ("OUS") | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 7,380 | 6,061 | 3,552 |
Outside of U.S. ("OUS") | Distribution rights | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 475 | $ 475 | $ 475 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Revenues [Line Items] | |||||
Long-term trade credit maintenance services term (in years) | 1 year | ||||
Long-term trade receivables | $ 5,400,000 | $ 100,000 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Deferred revenue, recognized | $ 9,300,000 | $ 8,300,000 | $ 10,900,000 | ||
Company recognized revenue from performance obligations satisfied in a prior period | $ 900,000 | ||||
Minimum | |||||
Revenues [Line Items] | |||||
Expected long-term trade receivables collection period (in years) | 3 years | ||||
Maximum | |||||
Revenues [Line Items] | |||||
Expected long-term trade receivables collection period (in years) | 4 years | ||||
Itochu Corporation Agreement | |||||
Revenues [Line Items] | |||||
Remaining term of distribution agreement (in years) | 8 years 6 months | ||||
Itochu Corporation Agreement | Distribution Rights | |||||
Revenues [Line Items] | |||||
Distribution revenue reclassified as deferred revenue | $ 4,000,000 | ||||
Remaining term of distribution agreement (in years) | 8 years 6 months |
Licensing Agreement- Additional
Licensing Agreement- Additional Information (Details) - Licensing Agreements - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2004 | Mar. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Licenses Agreements [Line Items] | ||||||
Common Stock granted in exchange for licensing (in shares) | 33,652 | |||||
Percentage of royalty payment based on net sale (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | ||
Royalty Expense | $ 0 | $ 0 | $ 0 | |||
Cost of Sales | ||||||
Licenses Agreements [Line Items] | ||||||
Royalty Expense | $ 300,000 | $ 700,000 | $ 1,000,000 | |||
Minimum | ||||||
Licenses Agreements [Line Items] | ||||||
Royalty payment per quarter | $ 50,000 |
Distribution Agreement - Additi
Distribution Agreement - Additional Information (Details) - Itochu Corporation Agreement $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||
Aug. 31, 2016USD ($) | Dec. 31, 2014USD ($)installment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015USD ($) | |
Distribution Agreement [Line Items] | ||||||
Distribution agreement term (in years) | 10 years | |||||
Distribution fees | $ 0.5 | $ 0.5 | $ 0.5 | |||
Number of installments | installment | 3 | |||||
Remaining term of distribution agreement (in years) | 8 years 6 months | |||||
Distribution rights | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | $ 4 | |||||
Payment period | 10 days | |||||
Distribution fee reclassified to deferred revenue | $ 4 | |||||
Distribution rights | First Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | $ 1 | |||||
Distribution rights | Second Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | 1 | |||||
Distribution rights | Third Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees | $ 2 | |||||
Distribution fees payment | $ 2 | |||||
Distribution rights | First and Second Installment | ||||||
Distribution Agreement [Line Items] | ||||||
Distribution fees payment | $ 2 |
Equity Financing (Details)
Equity Financing (Details) - USD ($) | Nov. 18, 2021 | Nov. 16, 2021 | Jan. 07, 2021 | Jan. 04, 2021 | Dec. 06, 2019 | Dec. 03, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 |
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Aggregate proceeds from issuance of common stock | $ 137,884,000 | $ 0 | $ 149,559,000 | |||||||
Common Stock | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Number of shares issued in transaction | 14,375,000 | 11,856,500 | 47,782,500 | |||||||
Sale of stock, price (in dollars per share) | $ 5.60 | $ 4.85 | $ 3.13 | |||||||
Aggregate proceeds from issuance of common stock | $ 75,100,000 | $ 53,500,000 | $ 138,400,000 | |||||||
Stock issued during period | 26,231,500 | 47,782,500 | ||||||||
At The Market Offering Program January 2019 | Maximum | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Maximum common stock saleable shares, value | $ 100,000,000 | |||||||||
Maximum aggregate offering price | $ 250,000,000 | |||||||||
At The Market Offering Program January 2019 | Common Stock | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Stock issued during period | 0 | 0 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 19, 2018 | May 31, 2018 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Preferred Stock [Line Items] | |||||
Preferred stock conversion rate | 100.00% | ||||
Convertible preferred stock, shares outstanding | 0 | 0 | |||
Series A Convertible Preferred Stock | 2018 Direct Registered Offering | |||||
Convertible Preferred Stock [Line Items] | |||||
Stock issued during period | 3,000,581 | ||||
Stock price (in dollars per share) | $ 8.31 | ||||
Convertible preferred stock, beneficial conversion feature | $ 2.7 | ||||
Conversion of Stock, Shares Converted | 3,000,581 | ||||
De-Authorized Series A Convertible Preferred Stock | 2018 Direct Registered Offering | |||||
Convertible Preferred Stock [Line Items] | |||||
Conversion of Stock, Shares Converted | 3,000,581 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2020 | |
Common Stock Warrants [Line Items] | ||||||||
Placement warrants not exercised and remained outstanding (in shares) | 2,036,733 | 2,156,153 | ||||||
Proceed from private placement and equity issuances, gross | $ 26.1 | $ 13.8 | ||||||
Fair value of warrants upon issuance | $ 3.4 | $ 2.7 | ||||||
2018 Direct Registered Offering | Common Stock | ||||||||
Common Stock Warrants [Line Items] | ||||||||
Warrants issued (in shares) | 1,418,116 | |||||||
Warrant exercise price (in dollars per share) | $ 8.31 | |||||||
Number of warrant exercised (in shares) | 0 | |||||||
Proceed from private placement and equity issuances, gross | $ 59.1 | |||||||
Fair value of warrants upon issuance | 7.4 | |||||||
Allocated portion of proceeds from issuance of stock and warrants recorded in additional paid-in-capital | $ 6.6 | |||||||
2015 Placement Warrants | ||||||||
Common Stock Warrants [Line Items] | ||||||||
Warrants issued (in shares) | 198,760 | 198,760 | ||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 5 | ||||||
Common stock warrants, expiry term (in years) | 5 years | 5 years | ||||||
Shares issued from stock warrant exercises (in shares) | 92,487 | |||||||
Number of warrant exercised (in shares) | 159,010 | |||||||
Number of warrant expired (in shares) | 39,750 | 39,750 | ||||||
Placement warrants not exercised and remained outstanding (in shares) | 0 | |||||||
2016 Placement Warrants Liability | ||||||||
Common Stock Warrants [Line Items] | ||||||||
Warrants issued (in shares) | 1,380,745 | |||||||
Warrant exercise price (in dollars per share) | $ 2.95 | |||||||
Placement warrants not exercised and remained outstanding (in shares) | 536,711 | 537,263 | ||||||
2017 Placement Warrants Liability | ||||||||
Common Stock Warrants [Line Items] | ||||||||
Warrants issued (in shares) | 1,720,512 | |||||||
Warrant exercise price (in dollars per share) | $ 3.17 | |||||||
Placement warrants not exercised and remained outstanding (in shares) | 1,500,022 | 1,618,890 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions to Use Option Pricing Model (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2018 | Jan. 31, 2017 | Sep. 30, 2016 |
2018 Direct Registered Offering | Expected term (in years) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 7 | ||||
2018 Direct Registered Offering | Expected volatility (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.625 | ||||
2018 Direct Registered Offering | Risk-free interest rate (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.028 | ||||
2018 Direct Registered Offering | Expected dividend yield (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | ||||
2017 Placement Warrants Liability | Expected term (in years) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 2 | 3 | 7 | ||
2017 Placement Warrants Liability | Expected volatility (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.860 | 0.869 | 0.629 | ||
2017 Placement Warrants Liability | Risk-free interest rate (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.004 | 0.002 | 0.022 | ||
2017 Placement Warrants Liability | Expected dividend yield (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 | ||
2016 Placement Warrants Liability | Expected term (in years) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 1.6 | 2.6 | 7 | ||
2016 Placement Warrants Liability | Expected volatility (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.855 | 0.863 | 0.616 | ||
2016 Placement Warrants Liability | Risk-free interest rate (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0.003 | 0.002 | 0.014 | ||
2016 Placement Warrants Liability | Expected dividend yield (%) | |||||
Fair Value Inputs1 Liabilities Quantitative Information [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 |
Warrants - Schedule of Key Term
Warrants - Schedule of Key Terms of Placement Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants exercised (in shares) | 119,420 | 0 |
Warrants outstanding (in shares) | 2,036,733 | 2,156,153 |
2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Term | 7 years | |
Exercise price (USD per share) | $ 3.17 | |
Warrants exercised (in shares) | 118,868 | 0 |
Warrants outstanding (in shares) | 1,500,022 | 1,618,890 |
2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Term | 7 years | |
Exercise price (USD per share) | $ 2.95 | |
Warrants exercised (in shares) | 552 | 0 |
Warrants outstanding (in shares) | 536,711 | 537,263 |
Warrants Schedule of Gain (Loss
Warrants Schedule of Gain (Loss) on Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Common Stock Warrants [Line Items] | |||
Change in fair value of warrant liability | $ (2,284,000) | $ 509,000 | $ 2,496,000 |
2017 Placement Warrants Liability | |||
Schedule Of Common Stock Warrants [Line Items] | |||
Change in fair value of warrant liability | (1,705,000) | 367,000 | 2,554,000 |
2016 Placement Warrants Liability | |||
Schedule Of Common Stock Warrants [Line Items] | |||
Change in fair value of warrant liability | $ (579,000) | $ 142,000 | $ (59,000) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021USD ($)offeringPeriodhourplan$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of plans | plan | 3 | |||
Vesting period (in years) | 4 years | |||
Weighted average period for recognition of compensation costs (in years) | 1 year 2 months 12 days | |||
Expiration period of stock option plan (in years) | 10 years | |||
Options granted (in shares) | shares | 0 | |||
Weighted average grant date fair value of options granted, per share (in dollars per share) | $ / shares | $ 1.20 | $ 4.67 | ||
Aggregate intrinsic value of options exercised | $ 7,800,000 | |||
Unrecognized compensation cost | $ 4,300,000 | |||
Stock-based compensation expense | $ 23,871,000 | $ 22,805,000 | $ 19,445,000 | |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value of RSUs granted (in dollars per share) | $ / shares | $ 4.87 | $ 2.80 | $ 3.63 | |
Total grant date fair value of RSUs | $ 16,800,000 | $ 17,000,000 | $ 12,200,000 | |
Total fair value of RSUs vested | 27,500,000 | 5,100,000 | 6,400,000 | |
Unrecognized stock based compensation cost | $ 14,900,000 | |||
Weighted average period for recognition of compensation costs (in years) | 1 year 8 months 12 days | |||
Shares expected to vest (in shares) | shares | 6,000,000 | |||
Restricted Stock Units (RSUs) | Employees | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Restricted Stock Units (RSUs) | Employees | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Employee Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Minimum hours worked per week | hour | 20 | |||
Minimum months worked (in months) | 5 months | |||
2015 and 2018 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | shares | 5,800,000 | |||
2015 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum contribution percentage amount of employee's base compensation (as a percent) | 15.00% | |||
Maximum employee contribution in to share purchase plan per offering | $ 30,000 | |||
Number of common stock authorized for issuance (in shares) | shares | 3,000 | |||
Percentage of market value price of common stock under Employee Stock Purchase Plan (as a percent) | 85.00% | |||
Common stock reserved for issuance (in shares) | shares | 3,500,000 | |||
Shares issued under ESPP (in shares) | shares | 300,000 | |||
Common stock remained available for issuance pursuant to the purchase plan (in shares) | shares | 3,200,000 | |||
Number of offering periods | offeringPeriod | 2 | |||
Stock-based compensation expense | $ 300,000 | $ 100,000 | $ 0 | |
2015 Employee Stock Purchase Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of common stock authorized for issuance (in shares) | shares | 3,500,000 | |||
2015 Employee Stock Purchase Plan | Employee Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation cost | $ 0 | |||
Two Thousand and Twenty One Performance Share Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance period (in years) | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 23,871 | $ 22,805 | $ 19,445 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,018 | 965 | 2,645 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,538 | 2,288 | 3,910 |
Selling and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,615 | 1,091 | 1,365 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 18,700 | $ 18,461 | $ 11,525 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs and DSUs | |
Number of Shares | |
Unvested beginning balance (in shares) | 8,046,399 |
Granted (in shares) | 2,704,909 |
Vested (in shares) | (4,875,305) |
Cancelled or forfeited (in shares) | (339,078) |
Unvested ending balance (in shares) | 5,536,925 |
Vested and unreleased (in shares) | 194,446 |
Outstanding at end of period (in shares) | 5,731,371 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 3.41 |
Granted (in dollars per share) | $ / shares | 4.92 |
Vested (in dollars per share) | $ / shares | 3.75 |
Cancelled or forfeited (in dollars per share) | $ / shares | 3.41 |
Unvested at end of period (in dollars per share) | $ / shares | $ 4.04 |
PSUs | |
Number of Shares | |
Unvested beginning balance (in shares) | 0 |
Granted (in shares) | 746,723 |
Vested (in shares) | 0 |
Cancelled or forfeited (in shares) | (39,635) |
Unvested ending balance (in shares) | 707,088 |
Vested and unreleased (in shares) | 0 |
Outstanding at end of period (in shares) | 707,088 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 4.66 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled or forfeited (in dollars per share) | $ / shares | 4.66 |
Unvested at end of period (in dollars per share) | $ / shares | $ 4.66 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Company's Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Stock Options Outstanding | ||
Beginning balance (in shares) | 8,142,348 | |
Options granted (in shares) | 0 | |
Options exercised (in shares) | (156,199) | |
Options cancelled or forfeited (in shares) | (790,751) | |
Ending balance (in shares) | 7,195,398 | 8,142,348 |
Options exercisable (in shares) | 5,958,569 | |
Options vested and expected to vest (in shares) | 7,117,391 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.14 | |
Options granted (in dollars per share) | 0 | |
Options exercised (in dollars per share) | 4.97 | |
Options cancelled or forfeited (in dollars per share) | 9.05 | |
Ending balance (in dollars per share) | 6.98 | $ 7.14 |
Options exercisable (in dollars per share) | 7.05 | |
Options vested and expected to vest (in dollars per share) | $ 7 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Options Outstanding (in years) | 6 years 1 month 6 days | 7 years 3 months 18 days |
Options exercisable (in years) | 5 years 10 months 24 days | |
Options vested and expected to vest (in years) | 6 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 5,203 | $ 2,638 |
Options exercisable | 3,847 | |
Options vested and expected to vest | $ 5,050 |
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/Purchases at Grant Date (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility (%) | 68.80% | 60.70% |
Risk-free interest rate (%) | 0.70% | 2.40% |
Expected dividend yield (%) | 0.00% | 0.00% |
2015 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Expected volatility (%) | 83.00% | |
Expected dividend yield (%) | 0.00% | 0.00% |
Risk-free interest rate (%), Minimum | 0.05% | 0.09% |
Risk-free interest rate (%), Maximum | 0.09% | 0.17% |
2015 Employee Stock Purchase Plan | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 3 months | |
Expected volatility (%) | 84.20% | |
2015 Employee Stock Purchase Plan | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Expected volatility (%) | 86.00% |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax benefit at the federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.00% | 0.00% | 0.00% |
Change in federal statutory rate | 0.00% | 0.00% | 0.00% |
Non-deductible stock compensation | (3.10%) | 0.20% | 0.00% |
Non-deductible items and other | (1.70%) | (3.60%) | (2.80%) |
Federal and state credits | 0.70% | 0.50% | 0.60% |
Change in valuation allowance | (16.90%) | (18.10%) | (18.80%) |
Total | (0.00%) | 0.00% | 0.00% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 140,581 | $ 121,346 |
Research and development tax credits | 9,149 | 6,949 |
Reserves and accruals | 4,781 | 4,984 |
Operating lease liability | 2,615 | 2,588 |
Other | 6,738 | 4,702 |
Total deferred tax assets | 163,864 | 140,569 |
Less: Valuation allowance | (161,487) | (138,214) |
Net deferred tax assets | 2,377 | 2,355 |
Deferred tax liabilities | ||
Right-of-use assets | (2,377) | (2,355) |
Total deferred tax liabilities | (2,377) | (2,355) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022Installment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Income Taxes [Line Items] | |||
Deferred tax valuation allowance increase (decrease) | $ 23.3 | $ 21 | |
Forecast | Subsequent Event | |||
Income Taxes [Line Items] | |||
Number of ownership changes | Installment | 3 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 605.5 | ||
Federal | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | 7.5 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 258.6 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | $ 5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit, beginning of period | $ 2,681 | $ 2,158 |
Gross increases — current year tax positions | 704 | 548 |
Gross increases — prior year tax positions | 0 | 0 |
Gross decreases — prior year tax positions | (28) | (25) |
Unrecognized tax benefit, end of period | $ 3,357 | $ 2,681 |
Employee Benefits - Additional
Employee Benefits - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution (as a percent) | 50.00% | ||
Matching contribution to 401(k) plan | $ 0.7 | $ 1.1 | $ 0.9 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution percent of eligible compensation (as a percent) | 6.00% |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Company's Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders, basic | $ (110,048) | $ (107,908) | $ (120,199) |
Net loss attributable to common stockholders, diluted | $ (110,048) | $ (107,908) | $ (120,199) |
Weighted-average common shares used in computing net loss per share, basic (in shares) | 164,521,064 | 147,895,561 | 102,001,954 |
Weighted-average common shares used in computing net loss per share, diluted (in shares) | 164,521,064 | 147,895,561 | 102,001,954 |
Net loss per share, basic (USD per share) | $ (0.67) | $ (0.73) | $ (1.18) |
Net loss per share, diluted (USD per share) | $ (0.67) | $ (0.73) | $ (1.18) |
Net Loss Per Share - Dilutive S
Net Loss Per Share - Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from calculation of diluted earnings per share | 7,195,398 | 8,142,348 | 11,165,846 |
Warrants to purchase common stock - liability classified | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from calculation of diluted earnings per share | 2,036,733 | 2,156,153 | 2,156,153 |
Warrants to purchase common stock - equity classified | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from calculation of diluted earnings per share | 1,418,116 | 1,418,116 | 1,457,866 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from calculation of diluted earnings per share | 6,244,013 | 8,046,399 | 4,379,777 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Revenue by Geographic Area Based on the Shipping Address of the Customers' Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 70,119 | $ 57,017 | $ 87,782 |
United States | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 42,168 | 16,167 | 46,236 |
France | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 7,868 | 7,025 | 12,235 |
Taiwan | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 4,870 | 10,710 | 0 |
United Kingdom | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | 1,173 | 6,060 | 5,974 |
Rest of world | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total revenue | $ 14,040 | $ 17,055 | $ 23,337 |
Related Party Transactions (Det
Related Party Transactions (Details) - Chindex Shanghai International Trading Company Limited $ in Millions | Nov. 29, 2019USD ($)installment |
Related Party Transaction [Line Items] | |
Distribution agreement term (in years) | 5 years |
Distribution agreement additional term (in years) | 5 years |
Number of installments | installment | 3 |
Upfront Fees | |
Related Party Transaction [Line Items] | |
Distribution fees | $ 3.5 |
Upfront Fees | First Installment | |
Related Party Transaction [Line Items] | |
Distribution fees | $ 1.5 |
Installment period (in days) | 60 days |
Upfront Fees | Second Installment | |
Related Party Transaction [Line Items] | |
Distribution fees | $ 1 |
Upfront Fees | Third Installment | |
Related Party Transaction [Line Items] | |
Distribution fees | $ 1 |