Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 $0.01 | |
Trading Symbol | VRAY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 181,009,565 | |
Entity Central Index Key | 0001597313 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Statement) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 157,594 | $ 218,348 |
Accounts receivable | 33,014 | 21,659 |
Inventory, net of allowance of $1,676 and $3,071, respectively | 29,380 | 29,617 |
Deposits on purchased inventory | 6,560 | 4,778 |
Deferred cost of revenue | 1,568 | 3,342 |
Prepaid expenses and other current assets | 5,294 | 5,803 |
Total current assets | 233,410 | 283,547 |
Property and equipment, net | 20,233 | 20,242 |
Restricted cash | 4,596 | 1,460 |
Intangible assets, net | 41 | 44 |
Right-of-use assets | 7,006 | 9,661 |
Other assets | 11,758 | 6,853 |
TOTAL ASSETS | 277,044 | 321,807 |
Current liabilities: | ||
Accounts payable | 16,853 | 9,199 |
Accrued liabilities | 15,937 | 26,555 |
Customer deposits | 24,950 | 20,784 |
Operating lease liability, current | 2,708 | 2,561 |
Current portion of long-term debt | 0 | 3,222 |
Deferred revenue, current | 16,284 | 13,920 |
Total current liabilities | 76,732 | 76,241 |
Deferred revenue, net of current portion | 6,376 | 4,232 |
Long-term debt | 58,507 | 54,031 |
Warrant liabilities | 1,910 | 6,795 |
Operating lease liability, noncurrent | 6,666 | 8,066 |
Other long-term liabilities | 2,035 | 2,647 |
TOTAL LIABILITIES | 152,226 | 152,012 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at June 30, 2022 and December 31, 2021; 180,997,543 and 179,206,456 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 1,800 | 1,782 |
Additional paid-in capital | 913,557 | 905,145 |
Accumulated deficit | (790,539) | (737,132) |
TOTAL STOCKHOLDERS’ EQUITY | 124,818 | 169,795 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 277,044 | $ 321,807 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Statement) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenue | $ 22,149 | $ 15,030 | $ 41,025 | $ 30,555 |
Total cost of revenue | 21,058 | 16,702 | 39,840 | 31,905 |
Gross profit (loss) | 1,091 | (1,672) | 1,185 | (1,350) |
Operating expenses: | ||||
Research and development | 8,412 | 7,903 | 16,281 | 14,413 |
Selling and marketing | 7,545 | 3,052 | 14,429 | 5,900 |
General and administrative | 13,108 | 13,858 | 25,923 | 29,497 |
Impairment of right-of-use asset and related fixed assets | 1,816 | 0 | 1,816 | 0 |
Total operating expenses | 30,881 | 24,813 | 58,449 | 49,810 |
Loss from operations | (29,790) | (26,485) | (57,264) | (51,160) |
Interest income | 83 | 3 | 88 | 5 |
Interest expense | (192) | (1,060) | (1,256) | (2,118) |
Other (expense) income, net | 2,266 | (3,434) | 5,025 | (4,446) |
Loss before provision for income taxes | (27,633) | (30,976) | (53,407) | (57,719) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss and comprehensive loss | $ (27,633) | $ (30,976) | $ (53,407) | $ (57,719) |
Net loss per share, basic (in USD per share) | $ (0.15) | $ (0.19) | $ (0.30) | $ (0.36) |
Net loss per share, diluted (in USD per share) | $ (0.15) | $ (0.19) | $ (0.30) | $ (0.36) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 180,551,041 | 162,238,348 | 180,150,867 | 161,217,083 |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 180,551,041 | 162,238,348 | 180,150,867 | 161,217,083 |
Product | ||||
Total revenue | $ 16,457 | $ 10,917 | $ 29,883 | $ 22,296 |
Total cost of revenue | 16,194 | 12,180 | 29,960 | 22,865 |
Service | ||||
Total revenue | 5,573 | 3,994 | 10,904 | 8,021 |
Total cost of revenue | 4,864 | 4,522 | 9,880 | 9,040 |
Distribution rights | ||||
Total revenue | $ 119 | $ 119 | $ 238 | $ 238 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 148,615,351 | |||
Beginning 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) | 6,021 | |||
Issuance of common stock from option exercises | 19 | 19 | ||
Stock-based compensation | 8,494 | 8,494 | ||
Issuance of common stock from releases of restricted stock units (in shares) | 1,209,870 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 12 | (12) | |
Tax withholding paid on behalf of employees for stock-based awards | (1,473) | (1,473) | ||
Issuance of common stock upon public offering, net (in shares) | 11,856,500 | |||
Issuance of common stock upon public offering (net of offering cost of $3,991) | 53,513 | $ 119 | 53,394 | |
Issuance of common stock from warrant exercises (in shares) | 42,621 | |||
Issuance of common stock from warrant exercises | 2 | 2 | ||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 327 | 327 | ||
Net loss | (26,743) | (26,743) | ||
Ending balance (in shares) at Mar. 31, 2021 | 161,730,363 | |||
Ending balance at Mar. 31, 2021 | 164,405 | $ 1,607 | 816,625 | (653,827) |
Beginning balance (in shares) at Dec. 31, 2020 | 148,615,351 | |||
Beginning balance at Dec. 31, 2020 | 130,266 | $ 1,476 | 755,874 | (627,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (57,719) | |||
Ending balance (in shares) at Jun. 30, 2021 | 163,590,744 | |||
Ending balance at Jun. 30, 2021 | 139,051 | $ 1,624 | 822,230 | (684,803) |
Beginning balance (in shares) at Mar. 31, 2021 | 161,730,363 | |||
Beginning balance at Mar. 31, 2021 | 164,405 | $ 1,607 | 816,625 | (653,827) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 37,630 | |||
Issuance of common stock from option exercises | 165 | 165 | ||
Stock-based compensation | 6,455 | 6,455 | ||
Issuance of common stock from releases of restricted stock units (in shares) | 1,738,516 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 17 | (17) | |
Tax withholding paid on behalf of employees for stock-based awards | (1,286) | (1,286) | ||
Issuance of common stock from warrant exercises (in shares) | 2,431 | |||
Reclassification of warrant liability to additional paid-in capital upon warrant exercises | 24 | 24 | ||
Issuance of common stock from employee stock purchase plan (in shares) | 81,804 | |||
Issuance of common stock from employee stock purchase plan | 264 | 264 | ||
Net loss | (30,976) | (30,976) | ||
Ending balance (in shares) at Jun. 30, 2021 | 163,590,744 | |||
Ending balance at Jun. 30, 2021 | 139,051 | $ 1,624 | 822,230 | (684,803) |
Beginning balance (in shares) at Dec. 31, 2021 | 179,206,456 | |||
Beginning balance at Dec. 31, 2021 | 169,795 | $ 1,782 | 905,145 | (737,132) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 19,292 | |||
Issuance of common stock from option exercises | 56 | 56 | ||
Stock-based compensation | 5,032 | 5,032 | ||
Issuance of common stock from releases of restricted stock units (in shares) | 1,216,278 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 12 | (12) | |
Tax withholding paid on behalf of employees for stock-based awards | (1,604) | (1,604) | ||
Net loss | (25,774) | (25,774) | ||
Ending balance (in shares) at Mar. 31, 2022 | 180,442,026 | |||
Ending balance at Mar. 31, 2022 | 147,505 | $ 1,794 | 908,617 | (762,906) |
Beginning balance (in shares) at Dec. 31, 2021 | 179,206,456 | |||
Beginning balance at Dec. 31, 2021 | $ 169,795 | $ 1,782 | 905,145 | (737,132) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 24,208 | |||
Net loss | $ (53,407) | |||
Ending balance (in shares) at Jun. 30, 2022 | 180,997,543 | |||
Ending balance at Jun. 30, 2022 | 124,818 | $ 1,800 | 913,557 | (790,539) |
Beginning balance (in shares) at Mar. 31, 2022 | 180,442,026 | |||
Beginning balance at Mar. 31, 2022 | 147,505 | $ 1,794 | 908,617 | (762,906) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from option exercises (in shares) | 4,916 | |||
Issuance of common stock from option exercises | 11 | 11 | ||
Stock-based compensation | 5,101 | 5,101 | ||
Issuance of common stock from releases of restricted stock units (in shares) | 406,895 | |||
Issuance of common stock from releases of restricted stock units | 0 | $ 4 | (4) | |
Tax withholding paid on behalf of employees for stock-based awards | (490) | (490) | ||
Issuance of common stock from employee stock purchase plan (in shares) | 143,706 | |||
Issuance of common stock from employee stock purchase plan | 324 | $ 2 | 322 | |
Net loss | (27,633) | (27,633) | ||
Ending balance (in shares) at Jun. 30, 2022 | 180,997,543 | |||
Ending balance at Jun. 30, 2022 | $ 124,818 | $ 1,800 | $ 913,557 | $ (790,539) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Statement) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (53,407) | $ (57,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,643 | 3,171 |
Stock-based compensation | 10,133 | 14,949 |
Accretion on asset retirement obligation | 46 | 61 |
Change in fair value of warrant liabilities | (4,885) | 4,701 |
Impairment of right-of-use asset and related fixed assets | 1,816 | 0 |
Amortization of debt discount and interest accrual | 477 | 471 |
Product upgrade reserve | (1,600) | 1,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,355) | (3,647) |
Inventory | 256 | 4,763 |
Deposits on purchased inventory | (1,782) | (1,595) |
Deferred cost of revenue | 1,774 | 755 |
Prepaid expenses and other assets | (4,630) | (5,397) |
Accounts payable | 7,611 | (2,508) |
Accrued expenses and other long-term liabilities | (10,104) | (1,374) |
Customer deposits and deferred revenue | 8,674 | 2,057 |
Net cash used in operating activities | (54,333) | (40,312) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2,666) | (568) |
Net cash used in investing activities | (2,666) | (568) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock public offering, gross | 0 | 57,385 |
Payment of offering costs related to common stock public offering | 0 | (3,991) |
Proceeds from term loan modification | 2,000 | 0 |
Payment of debt issuance costs | (914) | 0 |
Proceeds from the exercise of stock options | 67 | 184 |
Proceeds from the exercise of warrants | 0 | 2 |
Proceeds from employee stock purchase plan | 322 | 264 |
Payments for taxes related to net share settlement of equity awards | 2,094 | 2,759 |
Net cash (used in) provided by financing activities | (619) | 51,085 |
NET (DECREASE) INCREASE CASH DURING THE PERIOD | (57,618) | 10,205 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — BEGINNING OF PERIOD | 219,808 | 158,180 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD | 162,190 | 168,385 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,695 | 1,648 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of common stock warrants reclassified from liability to additional paid-in capital upon exercise | 0 | 351 |
Transfer of property and equipment from inventory and deferred cost of revenue | 19 | 0 |
Purchases of property and equipment in accounts payable and accrued liabilities | $ 161 | $ 351 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Inventory allowance | $ 1,676 | $ 3,071 |
Stockholders’ equity: | ||
Preferred stock par value (in 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 (in 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) | 180,997,543 | 179,206,456 |
Common stock, shares outstanding (in shares) | 180,997,543 | 179,206,456 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 3,991 |
BACKGROUND AND ORGANIZATION
BACKGROUND AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2022 | |
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, 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) focused on enhancing on-table adaptive workflow efficiency and expanding clinical utility. The Company’s condensed consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for a reasonable period of time. The Company’s principal sources of liquidity are cash flows from public and private offerings and available borrowings under its term loan agreement, as well as cash receipts from its sales of MRIdian systems. These have historically been sufficient to meet working capital needs, capital expenditures, operating expenses, and debt service obligations. During the six months ended June 30, 2022, the Company incurred a net loss from operations of $53.4 million and net cash used in operations of $54.3 million. The Company believes that its existing cash balance of $157.6 million as of June 30, 2022, together with anticipated cash proceeds from sales of MRIdian systems, will be sufficient to provide liquidity to fund its obligations for at least the next 12 months. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Significant Accounting Policies |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 Prototype $ 17,785 $ 17,730 Machinery and equipment 19,213 17,701 Leasehold improvements 14,005 14,088 Furniture and fixtures 1,540 1,295 Software 1,389 1,389 Construction in progress 2,074 1,397 Property and equipment, gross 56,006 53,600 Less: accumulated depreciation and amortization (35,773) (33,358) Property and equipment, net $ 20,233 $ 20,242 Depreciation and amortization expense related to property and equipment was $1.2 million and $1.6 million during the three months ended June 30, 2022 and 2021, and $2.6 million and $3.2 million during the six months ended June 30, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2021 Accrued payroll and related benefits $ 9,559 $ 17,080 Accrued accounts payable 1,172 3,740 Payroll withholding tax, sales and other tax payable 1,268 1,094 Accrued legal, accounting and professional fees 571 230 Product upgrade reserve 900 2,500 Other 2,467 1,911 Total accrued liabilities $ 15,937 $ 26,555 Deferred Revenue Deferred revenue consisted of the following (in thousands): June 30, December 31, 2021 Deferred revenue: Product $ 1,991 $ 1,322 Service 19,461 15,385 Distribution rights 1,208 1,445 Total deferred revenue 22,660 18,152 Less: current portion of deferred revenue (16,284) (13,920) Noncurrent portion of deferred revenue $ 6,376 $ 4,232 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): June 30, December 31, 2021 Accrued interest, noncurrent portion $ 45 $ 704 Asset retirement obligation 1,008 962 Other accrued costs 982 981 Total other-long term liabilities $ 2,035 $ 2647 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Financial assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3—Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments that are carried at fair value mainly consist of Level 1 assets and Level 3 liabilities. Level 1 assets include highly liquid bank deposits and money market funds, which were not material at June 30, 2022 and December 31, 2021. Level 3 liabilities that are measured on a recurring basis relate to the 2017 and 2016 Placement Warrants, as described in Note 9. Placement warrant liabilities are valued using the Black-Scholes option-pricing model. Generally, increases (decreases) in the fair value of the underlying stock, volatility, and estimated term would result in a directionally similar impact to the fair value of the warrants (see Note 9). During the six months ended June 30, 2022, no warrants were exercised. During the six months ended June 30, 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. The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. During the three months ended June 30, 2022 and 2021, the Company recorded a gain of $2.1 million and a loss of $3.8 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. During the six months ended June 30, 2022 and 2021, the Company recorded a gain of $4.9 million and a loss of $4.7 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. There were no transfers between Level 1, Level 2 and Level 3 in any periods presented. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At June 30, 2022 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,447 $ 1,447 2016 Placement Warrants Liability — — 463 463 Total $ — $ — $ 1,910 $ 1,910 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 $ — $ — $ 6,795 $ 6,795 The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Fair value, beginning of period $ 3,965 $ 5,484 $ 6,795 $ 4,864 Change in fair value of Level 3 financial liabilities (2,055) 3,753 (4,885) 4,701 Fair value of 2016 Placement Warrants at exercise — — — (2) Fair value of 2017 Placement Warrants at exercise — (25) — (351) Fair value, end of period $ 1,910 $ 9,212 $ 1,910 $ 9,212 Non-Financial Assets and Liabilities The Company’s non-financial instruments, which primarily consist of intangible assets, right-of-use (“ROU”) assets, and property and equipment, are measured at fair value on a non-recurring basis and are reported at carrying value. These assets are subject to fair value adjustments when events or changes in circumstances indicate a significant adverse effect on the fair value of the asset. Impairment charges are recorded to reduce the carrying amount of the assets to their fair value. During the six months ended June 30, 2022, the Company recorded impairment charges of $1.5 million on its ROU asset for one of the Mountain View, California office spaces and $0.3 million on the related furniture and fixtures to reduce the carrying value to their estimated fair value in connection with the sublease discussed in Note 6. The fair value of ROU asset and related furniture and fixtures was determined based on Level 3 measurements. Inputs to this fair value measurements included a valuation model that measures the present value of remaining lease payments less estimated sublease income at a discount rate that captures the risk associated with the future cash flows. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT SVB Term Loan In December 2018, the Company entered into a term loan agreement with Silicon Valley Bank (the “SVB Term Loan”). On December 31, 2019, the Company entered into the First Amendment to the SVB Term Loan. On October 30, 2020, the Company entered into the Second Amendment to the SVB Term Loan. On October 29, 2021, the Company entered into the Third Amendment to the SVB Term Loan. On May 31, 2022, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to SVB Term Loan. The Fourth Amendment, among other things, amended the SVB Term Loan to: (i) increase the term loan agreement principal amount from $58.0 million to $60 million, (ii) revise the maturity date to October 1, 2027, and (iii) revise the payment schedule for the outstanding principal balance to 37 equal payments of principal to begin on October 1, 2024. The amendment was treated as a debt modification. As of June 30, 2022, the Company had $60 million outstanding under the SVB Term Loan. Borrowings under the SVB Term loan bear interest at the greater of (i) a floating rate of 2.4% above the Prime Rate; or (ii) a fixed rate of 5.65%, and is payable monthly. The SVB Term Loan requires that the Company maintain a minimum cash balance in accounts at Silicon Valley Bank or one of its affiliates or else comply with a liquidity ratio and/or a minimum revenue financial covenant. 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 financial and nonfinancial 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 is subject to prepayment premiums of 3.5% for the first 30 months of the term and 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 includes standard events of default, including, among other things, subject in certain cases to customary grace periods, thresholds and notice requirements, the Company’s failure to fulfill its obligations under the SVB Term Loan or the occurrence of a material adverse change in the Company's business, operations, or condition (financial or otherwise). In the event of default by the Company under the SVB Term Loan, Silicon Valley Bank would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the SVB Term Loan, which could harm the Company's financial condition. The Company’s scheduled future payments on the SVB Term Loan at June 30, 2022 are as follows (in thousands): Year Ended December 31, The remainder of 2022 $ — 2023 — 2024 6,486 2025 19,460 2026 19,460 Thereafter 14,594 Total future principal payments 60,000 Less: unamortized debt discount (1,493) Carrying value of long-term debt 58,507 Less: current portion — Long-term portion $ 58,507 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The Company entered into agreements to lease office space in Oakwood Village, Ohio, Mountain View, California and Denver, Colorado under noncancelable operating lease agreements. The table below summarizes the Company’s office space leases: Approximate Square Footage Lease Expiration Oakwood Village, Ohio 19,800 October 2026 Mountain View, California 25,500 July 2025 Mountain View, California 24,600 December 2025 Denver, Colorado 12,800 October 2024 In recognition of the ROU assets and the related lease liabilities, the options to extend the lease term have not been included as the Company is not reasonably certain that it will exercise any such option. In March 2022, the Company entered into an agreement to sublease all 24,600 rentable square feet of one of its Mountain View office spaces to a subtenant to offset its cash outflow. The sublease commenced on May 2, 2022 and will expire on March 31, 2024, unless earlier terminated in accordance with the sublease agreement. Sublease income is recognized on straight-line basis over the term of the sublease agreement and is recorded separately from the related rent expense from the Mountain View office space within interest and other income, net in the condensed consolidated statements of operations and comprehensive loss. The sublease provides for annual base rent of approximately $0.5 million in the first year (subject to an abatement of base rent for the first two months of the sublease) and approximately $0.6 million in the second year. The sublessee is responsible for its pro rata share of certain costs, taxes and operating expenses related to the subleased space, the consideration for which is variable and recorded net of the Company’s operating costs in the office space. Variable lease consideration that does not depend on an index or rate is allocated to a non-lease component and is recognized over time in accordance with the pattern of transfer. The variable consideration relates exclusively to non-lease components representing such services and will be recognized as incurred. For the three and six months ended June 30, 2022, gross sublease income of $0.1 million was recorded. 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, its chief executive officer, chief scientific officer, and former chief financial officer. On December 19, 2019, the court appointed Plymouth County Retirement Association as the lead plaintiff, and on February 28, 2020 the lead plaintiff filed an amended complaint asserting securities fraud claims against the Company, its chief executive officer, chief operating officer, chief scientific officer, and former chief executive officer and former chief financial officer. Now captioned Plymouth County Retirement Association v. ViewRay, Inc., et al., the amended complaint alleges that the Company violated federal securities laws by issuing materially false and misleading statements that failed to disclose adverse facts concerning the Company’s 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. Oral arguments were presented by the parties on July 28, 2022 and the appeal remains pending before the Sixth Circuit Court of Appeals. The Company believes the appeal is without merit and intends 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, as amended, 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 Appeals. Given the early stage of each of the litigation matters described above, at this time the Company is unable to reasonably estimate possible losses or form a judgment that an unfavorable outcome is either probable or remote. However, litigation is subject to inherent uncertainties, and one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect in the period in which they are resolved and on the Company’s 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 the Company’s reputation, even if resolved in the Company’s favor. Purchase Commitments The Company has various manufacturing contracts with vendors as part of the normal course of its business. In order to manage future demand for its product, the Company enters into agreements with manufacturers and suppliers to procure inventory based upon backlog and estimated delivery of systems. Some of the parts used for the production of the MRIdian system have lead times of several months to over a year, as such it is necessary to order such inventory in advance to |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
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): Three Months Ended Six Months Ended 2022 2021 2022 2021 U.S. Product $ 10,030 $ 10,140 $ 10,462 $ 15,207 Service 3,183 2,335 6,283 4,702 Total U.S. revenue $ 13,213 $ 12,475 $ 16,745 $ 19,909 Outside of U.S. ("OUS") Product $ 6,427 $ 777 $ 19,421 $ 7,089 Service 2,390 1,659 4,621 3,319 Distribution rights 119 119 238 238 Total OUS revenue $ 8,936 $ 2,555 $ 24,280 $ 10,646 Total Product $ 16,457 $ 10,917 $ 29,883 $ 22,296 Service 5,573 3,994 10,904 8,021 Distribution rights 119 119 238 238 Total revenue $ 22,149 $ 15,030 $ 41,025 $ 30,555 Arrangements with Multiple Performance Obligations The Company frequently enters into sales arrangements that include multiple performance obligations. Such performance obligations mainly consist of (i) sale of MRIdian systems, which generally includes installation and embedded software, and (ii) product support, which includes extended service and maintenance. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The standalone selling price (“SSP”), is determined based on observable prices at which the Company separately sells the products and services. If an SSP is not directly observable, the Company will estimate the SSP considering market conditions or internally approved pricing guidelines related to the performance obligations. Product Revenue Product revenue is derived primarily from the sales of MRIdian systems. The system contains both software and non-software components that together deliver essential functionality. For contracts in which control of the system transfers upon delivery and inspection, the Company recognizes revenue for the systems at the point in time when delivery and inspection by the customer has occurred. For these same contracts, the Company recognizes installation revenue over the period of installation as the installation services are performed and control is transferred to the customer. For all contracts in which control transfers upon post-installation customer acceptance, revenue for the system and installation are recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay to complete installation at the ultimate user site, and the distributors may either perform the installation themselves or hire another party to perform the installation. For sales of MRIdian systems for which the Company is not responsible for installation, revenue recognition generally occurs when the entire system is shipped, which is when the control of the system is transferred to the customer. Service Revenue Service revenue is derived primarily from maintenance services. The maintenance and support service is a stand-ready obligation which is performed over the term of the arrangement and, as a result, service revenue is recognized ratably over the service period as the customers benefit from the service throughout the service period. Distribution Rights Revenue In December 2014, the Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of its MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million, which was recorded as deferred revenue. Starting in August 2016, the distribution rights revenue is recognized ratably over the remaining term of the distribution agreement of approximately 8.5 years. A time-elapsed method is used to measure progress because control is transferred evenly over the remaining contractual period. Contract Balances The timing of revenue recognition, billings and cash collections results in short-term and long-term trade receivables, customer deposits, deferred revenues and deferred cost of revenue on the condensed consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for doubtful accounts. Trade credit is generally extended on a short-term basis. The Company occasionally provides for long-term trade credit for its maintenance services so that the period between when the services are rendered to its customers and when the customers pay for that service is within one year. Thus, the Company’s trade receivables do not bear interest or contain a significant financing component. Long-term trade receivables of $10.1 million and $5.4 million were reported within other assets in the condensed consolidated balance sheets at June 30, 2022 and at December 31, 2021, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected two Trade receivables are periodically evaluated for collectability based on past credit history of the respective customers and their current financial condition. Changes in the estimated collectability of trade receivables are included in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the estimated allowance for credit losses. The Company generally does not require collateral for trade receivables. There were no estimated allowances for credit losses recorded at June 30, 2022 or December 31, 2021. Customer deposits represent payments received in advance of system installation. For domestic and international sales, advance payments received prior to inventory shipments are recorded as customer deposits. Advance payments are subsequently reclassified to deferred revenue upon inventory shipment. All customer deposits, including those that are expected to be a deposit for more than one year, are classified as current liabilities based on consideration of the Company’s normal operating cycle (the time between acquisition of the inventory components and the final cash collection from customers on these inventory components) which is in excess of one year. Deferred revenue consists of deferred product revenue and deferred service revenue. Deferred product revenue arises from timing differences between the fulfillment of contract obligations and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred service revenue results from the advance billing for services to be delivered over a period of time. Deferred revenues expected to be realized within one year or normal operating cycle are classified as current liabilities. Deferred cost of revenue consists of cost for inventory items that have been shipped, but revenue recognition has not yet occurred. Deferred cost of revenue is included as part of current assets as the corresponding deferred product revenue is expected to be realized within one year or the Company’s normal operating cycle. During the three months ended June 30, 2022 and 2021, the Company recognized $5.1 million and $2.7 million of revenue that was included in the deferred revenue balance at the beginning of the reporting period, respectively. During the six months ended June 30, 2022 and 2021, the Company recognized $8.3 million and $6.9 million of revenue that was included in the deferred revenue balance at the beginning of the reporting period, respectively. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes. There were no amounts recognized during the three and six months ended June 30, 2022 from performance obligations satisfied in the prior period. |
EQUITY FINANCING
EQUITY FINANCING | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
EQUITY FINANCING | EQUITY FINANCING Public Offering of Common Stock On January 4, 2021, the Company entered into an underwriting agreement with Piper Sandler & Co., as representative of the several underwriters named therein, with respect to the issuance and sale of 11,856,500 shares of our common stock, which included the full exercise of the 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, 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 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. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrant [Abstract] | |
WARRANTS | WARRANTS Equity Classified Common Stock Warrants In connection with a March 2018 direct registered offering (the “March 2018 Direct Registered Offering”), the Company issued (i) 4,090,000 shares of its common stock; (ii) 3,000,581 shares of its Series A convertible preferred stock and (iii) warrants to purchase 1,418,116 shares of common stock at an exercise price of $8.31 per share (the “2018 Offering Warrants”). Effective 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 to 1, after which time no shares of Series A convertible preferred stock were outstanding. The Company had no outstanding preferred stock as of June 30, 2022. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the March 2018 Direct Registered Offering of $59.1 million were allocated to common stock, Series A convertible preferred stock and the 2018 Offering Warrants based on their respective relative fair value upon issuance. The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% The allocated proceeds from the 2018 Offering Warrants of $6.6 million were recorded in additional paid-in-capital. Liability Classified Common Stock Warrants In connection with private placement offerings in 2016 and 2017 (the “2016 and 2017 Private Placements”), the Company issued warrants that provide the warrant holder the right to purchase 1,720,512 and 1,380,745 shares of common stock (the “2017 and 2016 Placement Warrants”, respectively). The 2017 and 2016 Placement Warrants contain protection whereby the warrant holders will have the right to receive cash in the amount equal to the Black-Scholes value of the warrants upon the occurrence of a change of control, as defined in the warrant agreement. The 2017 and 2016 Placement Warrants were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date, with the change in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The key terms of the 2017 and 2016 Placement Warrants are as follows: Issuance Date Term Exercise Price Warrants Exercised during the nine months ended June 30, 2022 Warrants Outstanding at June 30, 2022 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,500,022 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 536,711 Total — 2,036,733 During the six months ended June 30, 2022 and 2021, the Company recorded a gain of $4.9 million and a loss of $4.7 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. The fair value of the 2017 and 2016 Placement Warrants at June 30, 2022 and December 31, 2021, respectively, was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions: 2017 Placement Warrants 2016 Placement Warrants June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021 Expected term (in years) 1.6 2.0 1.1 1.6 Expected volatility 85.1 % 86.0 % 84.8 % 85.5 % Risk-free interest rate 2.9 % 0.4 % 2.8 % 0.3 % Expected dividend yield — % — % — % — % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION As of June 30, 2022, the Company had an active stock-based incentive compensation plan and an employee stock purchase plan: the 2015 Equity Incentive Award Plan (as amended and restated, the “2015 Plan”), and the 2015 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), respectively. All new equity compensation grants are issued under these two 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. At the recommendation of the Company’s Board of Directors, the shareholders approved an amendment to the 2015 Plan on June 10, 2022, which increased the number of shares available for issuance under the 2015 Plan by 6,300,000 shares of Common Stock. During the quarter, the Board determined the 2018 Inducement Program (“2018 Plan”) was no longer required under ViewRay’s compensation program and terminated it effective April 19, 2022. No further awards will be granted under this plan and no such awards have been granted since August 16, 2021. As a result, all 1,501,304 shares previously available for issuance under the 2018 Plan have been restored to the Company’s general authorized but unissued share reserve and are no longer set aside for grants under the 2018 Plan. The 2015 Plan provides for the grant of stock and stock-based awards including stock options, restricted stock units (including deferred stock units), performance-based stock units, and stock appreciation rights. As of June 30, 2022, there were 7.0 million shares available for grant under the 2015 Plan. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 180 $ 397 $ 356 $ 632 Research and development 649 675 1,373 1,311 Selling and marketing 555 454 1,248 748 General and administrative 3,716 4,929 7,155 12,258 Total stock-based compensation expense $ 5,100 $ 6,455 $ 10,132 $ 14,949 The Company’s 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 six months ended June 30, 2022 and 2021. Restricted Stock Units, Deferred Stock Units and Performance Share Units (collectively “Incentive Stock Units” or “ISUs”) 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. Each non-employee director is granted Deferred Stock Units (“DSUs”) at their election in lieu of retainer and committee service fees. If the non-employee director elects to receive DSUs, the underlying shares of our common stock subject to such DSUs will not be issued to the non-employee director until the earlier of the date the nonemployee director separates from service with us or upon a change of control of the Company. In addition, each non-employee director receives an annual grant of RSUs (“Annual Grant”). This Annual Grant is made on the date of the annual meeting of stockholders or, if later, the date of the non-employee director’s appointment to the board. Nonemployee directors appointed after the annual meeting receive a pro-rated grant to reflect their partial year of service. The Annual Grants vest on the one year anniversary of the annual meeting, subject to the director’s continued service through such vesting date. Upon the director’s initial appointment or election to the board, each non-employee director received an initial equity grant either (i) 100% in the form of RSUs or (ii) at the director’s written election, 50% in the form of RSUs and 50% in the form of stock options (an “Initial Grant”). Unless a different vesting schedule is specified, an Initial Grant will vest as to 1/36th of the shares subject to the award on each monthly anniversary of the applicable grant date, subject to continued service through each applicable vesting date. RSUs granted to the Company’s employees vest in equal annual or monthly installments over three years from the grant date and are subject to the participants continuing service to the Company over that period. Performance share units (“PSUs”) are granted to the Company’s employees which vest based on the achievement of performance targets set by the Company based on a three-year performance 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. More specifically, achievement of a compound annual revenue growth rate will result in a percentage payout of the target PSUs awarded. If the Company’s compound annual revenue growth rate is between threshold and target or between target and maximum, payouts will be linearly interpolated. 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, 2021 5,536,925 $ 4.04 707,088 $ 4.66 ISUs granted 2,443,132 $ 3.88 1,600,549 (1) $ 4.25 ISUs vested (2,176,063) $ 3.80 — $ — ISUs forfeited (159,504) $ 4.19 (4,756) $ 4.66 Unvested at June 30, 2022 5,644,490 $ 4.04 2,302,881 $ 4.38 Vested and unreleased 218,300 — Outstanding at June 30, 2022 5,862,790 2,302,881 The total grant date fair value of ISUs awarded was $14.5 million and $15.1 million for the six months ended June 30, 2022 and 2021, respectively. The total fair value of ISUs vested was $8.5 million, and $18.3 million during the six months ended June 30, 2022 and 2021, respectively. At June 30, 2022, total unrecognized stock-based compensation cost related to ISUs, net of estimated forfeitures, was $21.6 million, which is expected to be recognized over a weighted-average period of 1.8 years. As of June 30, 2022, 7.0 million shares of ISUs are expected to vest. Stock Options Stock options awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant and with a four-year 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- Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) Options outstanding at December 31, 2021 7,156,776 $ 6.97 6.1 $ 5,203 Options granted — — Options exercised (24,208) $ 2.76 Options cancelled or forfeited (220,154) $ 7.84 Options outstanding at June 30, 2022 6,912,414 $ 6.96 5.7 $ 1,228 Options exercisable at June 30, 2022 6,289,250 $ 7.13 5.5 $ 1,008 Options vested and expected to vest at June 30, 2022 6,866,646 $ 6.99 5.7 $ 1,201 There were no options granted to employees for the six months ended June 30, 2022. The weighted-average grant date fair value of options granted to employees was $1.20 per share for the six months ended June 30, 2021. 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 six months ended June 30, 2022 and 2021. At June 30, 2022, total unrecognized stock-based compensation cost related to stock options granted to employees, net of estimated forfeitures, was $1.6 million, which is expected to be recognized over a weighted-average period of 1.1 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. 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. Employee Stock Purchase Plan In July 2015, the Company adopted the 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. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX Due to the current operating losses, the Company recorded zero income tax expense during the six months ended June 30, 2022 and 2021, respectively. During these periods, the Company’s activities were limited to U.S. federal and state tax jurisdictions, as it does not have any significant foreign operations. Due to the Company’s history of cumulative losses and after considering all the available objective evidence, management concluded that it is not more likely than not that all of the Company’s net deferred tax assets will be realized in the future. Accordingly, the Company’s deferred tax assets, which include net operating loss (“NOL”), carryforwards and tax credits related primarily to research and development, continue to be subject to a valuation allowance as of June 30, 2022. The Company expects to continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. The Company had unrecognized tax benefits of $3.7 million and $3.4 million at June 30, 2022 and December 31, 2021, respectively. The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHAREDiluted 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 periods ended June 30, 2022 and 2021 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: For the three and six months ended June 30, 2022 2021 Stock options outstanding 6,912,414 7,418,204 Warrants to purchase common stock - liability classified 2,036,733 2,036,733 Warrants to purchase common stock - equity classified 1,418,116 1,418,116 Unvested restricted stock units 7,947,371 7,537,088 Total 18,314,634 18,410,141 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Hudson Cooperation Agreement Pursuant to the Cooperation Agreement with Hudson Executive Capital LP and certain of its affiliates (collectively, “Hudson”) dated March 8, 2022, the Company concurrently entered into a Consulting Agreement with Sai Nanduri, a Senior Investment Analyst and representative of Hudson, pursuant to which the Company expects to pay Mr. Nanduri $160,000 during 2022 and will consider Mr. Nanduri as a candidate for election to the Board at the 2023 annual meeting of shareholders. License Agreement with University of Florida Research Foundation, Inc. In December 2004, the Company entered into a licensing agreement with the University of Florida Research Foundation (“UFRF”) whereby UFRF granted the Company a worldwide exclusive license to certain of UFRF’s patents in exchange for 33,652 shares of common stock and a 1% royalty, with a minimum $0.1 million royalty payment per quarter, from sales of products developed and sold by the Company utilizing the licensed patents. Minimum royalty payments in any calendar year are credited against earned royalties for such calendar year. Royalty expenses based on 1% of net sales were $0.1 million during each of the three months ended June 30, 2022 and 2021, and were recorded as product cost of revenue. Royalty expenses based on 1% of net sales were $0.1 million and $0.2 million during the six months ended June 30, 2022 and 2021, respectively, and were recorded as product cost of revenue. Distribution Agreement with Chindex Shanghai International Trading Company Limited In November 2019, the Company entered into a distribution agreement with Chindex Shanghai International Trading Company Limited (“Chindex”) which became effective in February 2020. Chindex is a subsidiary of Fosun International Limited (“Fosun”). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of ViewRay, Inc. and its wholly-owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Revenue from Contract with Customer | Product Revenue Product revenue is derived primarily from the sales of MRIdian systems. The system contains both software and non-software components that together deliver essential functionality. For contracts in which control of the system transfers upon delivery and inspection, the Company recognizes revenue for the systems at the point in time when delivery and inspection by the customer has occurred. For these same contracts, the Company recognizes installation revenue over the period of installation as the installation services are performed and control is transferred to the customer. For all contracts in which control transfers upon post-installation customer acceptance, revenue for the system and installation are recognized upon customer acceptance. Certain customer contracts with distributors do not require ViewRay to complete installation at the ultimate user site, and the distributors may either perform the installation themselves or hire another party to perform the installation. For sales of MRIdian systems for which the Company is not responsible for installation, revenue recognition generally occurs when the entire system is shipped, which is when the control of the system is transferred to the customer. Service Revenue Service revenue is derived primarily from maintenance services. The maintenance and support service is a stand-ready obligation which is performed over the term of the arrangement and, as a result, service revenue is recognized ratably over the service period as the customers benefit from the service throughout the service period. Distribution Rights Revenue In December 2014, the Company entered into a distribution agreement with Itochu Corporation pursuant to which it appointed Itochu as its exclusive distributor for the promotion, sale and delivery of its MRIdian products within Japan. In consideration of the exclusive distribution rights granted, the Company received $4.0 million, which was recorded as deferred revenue. Starting in August 2016, the distribution rights revenue is recognized ratably over the remaining term of the distribution agreement of approximately 8.5 years. A time-elapsed method is used to measure progress because control is transferred evenly over the remaining contractual period. Contract Balances The timing of revenue recognition, billings and cash collections results in short-term and long-term trade receivables, customer deposits, deferred revenues and deferred cost of revenue on the condensed consolidated balance sheets. Trade receivables are recorded at the original invoiced amount, net of an estimated allowance for doubtful accounts. Trade credit is generally extended on a short-term basis. The Company occasionally provides for long-term trade credit for its maintenance services so that the period between when the services are rendered to its customers and when the customers pay for that service is within one year. Thus, the Company’s trade receivables do not bear interest or contain a significant financing component. Long-term trade receivables of $10.1 million and $5.4 million were reported within other assets in the condensed consolidated balance sheets at June 30, 2022 and at December 31, 2021, respectively. These amounts are billed in accordance with the terms of the customer contracts to which they relate and are expected to be collected two Trade receivables are periodically evaluated for collectability based on past credit history of the respective customers and their current financial condition. Changes in the estimated collectability of trade receivables are included in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the estimated allowance for credit losses. The Company generally does not require collateral for trade receivables. There were no estimated allowances for credit losses recorded at June 30, 2022 or December 31, 2021. 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. |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 Prototype $ 17,785 $ 17,730 Machinery and equipment 19,213 17,701 Leasehold improvements 14,005 14,088 Furniture and fixtures 1,540 1,295 Software 1,389 1,389 Construction in progress 2,074 1,397 Property and equipment, gross 56,006 53,600 Less: accumulated depreciation and amortization (35,773) (33,358) Property and equipment, net $ 20,233 $ 20,242 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2021 Accrued payroll and related benefits $ 9,559 $ 17,080 Accrued accounts payable 1,172 3,740 Payroll withholding tax, sales and other tax payable 1,268 1,094 Accrued legal, accounting and professional fees 571 230 Product upgrade reserve 900 2,500 Other 2,467 1,911 Total accrued liabilities $ 15,937 $ 26,555 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): June 30, December 31, 2021 Deferred revenue: Product $ 1,991 $ 1,322 Service 19,461 15,385 Distribution rights 1,208 1,445 Total deferred revenue 22,660 18,152 Less: current portion of deferred revenue (16,284) (13,920) Noncurrent portion of deferred revenue $ 6,376 $ 4,232 |
Other Noncurrent Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, December 31, 2021 Accrued interest, noncurrent portion $ 45 $ 704 Asset retirement obligation 1,008 962 Other accrued costs 982 981 Total other-long term liabilities $ 2,035 $ 2647 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At June 30, 2022 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 1,447 $ 1,447 2016 Placement Warrants Liability — — 463 463 Total $ — $ — $ 1,910 $ 1,910 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 $ — $ — $ 6,795 $ 6,795 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Fair value, beginning of period $ 3,965 $ 5,484 $ 6,795 $ 4,864 Change in fair value of Level 3 financial liabilities (2,055) 3,753 (4,885) 4,701 Fair value of 2016 Placement Warrants at exercise — — — (2) Fair value of 2017 Placement Warrants at exercise — (25) — (351) Fair value, end of period $ 1,910 $ 9,212 $ 1,910 $ 9,212 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The Company’s scheduled future payments on the SVB Term Loan at June 30, 2022 are as follows (in thousands): Year Ended December 31, The remainder of 2022 $ — 2023 — 2024 6,486 2025 19,460 2026 19,460 Thereafter 14,594 Total future principal payments 60,000 Less: unamortized debt discount (1,493) Carrying value of long-term debt 58,507 Less: current portion — Long-term portion $ 58,507 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Operating Lease Information | The table below summarizes the Company’s office space leases: Approximate Square Footage Lease Expiration Oakwood Village, Ohio 19,800 October 2026 Mountain View, California 25,500 July 2025 Mountain View, California 24,600 December 2025 Denver, Colorado 12,800 October 2024 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Types and Geography | The following table presents revenue disaggregated by type and geography (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 U.S. Product $ 10,030 $ 10,140 $ 10,462 $ 15,207 Service 3,183 2,335 6,283 4,702 Total U.S. revenue $ 13,213 $ 12,475 $ 16,745 $ 19,909 Outside of U.S. ("OUS") Product $ 6,427 $ 777 $ 19,421 $ 7,089 Service 2,390 1,659 4,621 3,319 Distribution rights 119 119 238 238 Total OUS revenue $ 8,936 $ 2,555 $ 24,280 $ 10,646 Total Product $ 16,457 $ 10,917 $ 29,883 $ 22,296 Service 5,573 3,994 10,904 8,021 Distribution rights 119 119 238 238 Total revenue $ 22,149 $ 15,030 $ 41,025 $ 30,555 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrant [Abstract] | |
Summary of Assumptions using Black- Scholes Option Pricing Model to estimate fair value | The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions: Upon Issuance Common Stock Warrants: Expected term (in years) 7.0 Expected volatility (%) 62.5% Risk-free interest rate (%) 2.8% Expected dividend yield (%) 0% 2017 Placement Warrants 2016 Placement Warrants June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021 Expected term (in years) 1.6 2.0 1.1 1.6 Expected volatility 85.1 % 86.0 % 84.8 % 85.5 % Risk-free interest rate 2.9 % 0.4 % 2.8 % 0.3 % Expected dividend yield — % — % — % — % |
Schedule of Key Terms of Placement Warrants | The key terms of the 2017 and 2016 Placement Warrants are as follows: Issuance Date Term Exercise Price Warrants Exercised during the nine months ended June 30, 2022 Warrants Outstanding at June 30, 2022 2017 Placement Warrants January 2017 7 years $ 3.17 — 1,500,022 2016 Placement Warrants August and September 2016 7 years $ 2.95 — 536,711 Total — 2,036,733 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 180 $ 397 $ 356 $ 632 Research and development 649 675 1,373 1,311 Selling and marketing 555 454 1,248 748 General and administrative 3,716 4,929 7,155 12,258 Total stock-based compensation expense $ 5,100 $ 6,455 $ 10,132 $ 14,949 |
Summary of Incentive Stock Units | 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, 2021 5,536,925 $ 4.04 707,088 $ 4.66 ISUs granted 2,443,132 $ 3.88 1,600,549 (1) $ 4.25 ISUs vested (2,176,063) $ 3.80 — $ — ISUs forfeited (159,504) $ 4.19 (4,756) $ 4.66 Unvested at June 30, 2022 5,644,490 $ 4.04 2,302,881 $ 4.38 Vested and unreleased 218,300 — Outstanding at June 30, 2022 5,862,790 2,302,881 |
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- Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) Options outstanding at December 31, 2021 7,156,776 $ 6.97 6.1 $ 5,203 Options granted — — Options exercised (24,208) $ 2.76 Options cancelled or forfeited (220,154) $ 7.84 Options outstanding at June 30, 2022 6,912,414 $ 6.96 5.7 $ 1,228 Options exercisable at June 30, 2022 6,289,250 $ 7.13 5.5 $ 1,008 Options vested and expected to vest at June 30, 2022 6,866,646 $ 6.99 5.7 $ 1,201 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
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: For the three and six months ended June 30, 2022 2021 Stock options outstanding 6,912,414 7,418,204 Warrants to purchase common stock - liability classified 2,036,733 2,036,733 Warrants to purchase common stock - equity classified 1,418,116 1,418,116 Unvested restricted stock units 7,947,371 7,537,088 Total 18,314,634 18,410,141 |
BACKGROUND AND ORGANIZATION (De
BACKGROUND AND ORGANIZATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ 27,633 | $ 25,774 | $ 30,976 | $ 26,743 | $ 53,407 | $ 57,719 | |
Net cash used in operating activities | 54,333 | $ 40,312 | |||||
Cash and cash equivalents | $ 157,594 | $ 157,594 | $ 218,348 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 56,006 | $ 53,600 |
Less: accumulated depreciation and amortization | (35,773) | (33,358) |
Property and equipment, net | 20,233 | 20,242 |
Prototype | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,785 | 17,730 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,213 | 17,701 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,005 | 14,088 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,540 | 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 | $ 2,074 | $ 1,397 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization expense | $ 1.2 | $ 1.6 | $ 2.6 | $ 3.2 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll and related benefits | $ 9,559 | $ 17,080 |
Accrued accounts payable | 1,172 | 3,740 |
Payroll withholding tax, sales and other tax payable | 1,268 | 1,094 |
Accrued legal, accounting and professional fees | 571 | 230 |
Product upgrade reserve | 900 | 2,500 |
Other | 2,467 | 1,911 |
Total accrued liabilities | $ 15,937 | $ 26,555 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 22,660 | $ 18,152 |
Less: current portion of deferred revenue | (16,284) | (13,920) |
Noncurrent portion of deferred revenue | 6,376 | 4,232 |
Product | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 1,991 | 1,322 |
Service | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 19,461 | 15,385 |
Distribution rights | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 1,208 | $ 1,445 |
BALANCE SHEET COMPONENTS - Sc_4
BALANCE SHEET COMPONENTS - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued interest, noncurrent portion | $ 45 | $ 704 |
Asset retirement obligation | 1,008 | 962 |
Other accrued costs | 982 | 981 |
Other long-term liabilities | $ 2,035 | $ 2,647 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants to purchase (in shares) | 0 | 119,420 | ||
Impairment of right-of-use asset and related fixed assets | $ 1,816 | $ 0 | $ 1,816 | $ 0 |
Fair value of Placement Warrants at exercise | 400 | |||
Change in fair value of warrants | $ 2,055 | $ (3,753) | 4,885 | $ (4,701) |
Furniture and fixtures | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Impairment of right-of-use asset and related fixed assets | 300 | |||
Mountain View, California | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Impairment of right-of-use asset and related fixed assets | $ 1,500 | |||
Two Thousand Sixteen And Two Thousand Seventeen Private Placement Warrants | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants to purchase (in shares) | 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Fair Value of Financial Liabilities (Details) - Fair Value Measurement on a Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | $ 1,910 | $ 6,795 |
Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 1,910 | 6,795 |
2017 Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 1,447 | 5,030 |
2017 Placement Warrants | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
2017 Placement Warrants | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
2017 Placement Warrants | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 1,447 | 5,030 |
2016 Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 463 | 1,765 |
2016 Placement Warrants | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
2016 Placement Warrants | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
2016 Placement Warrants | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | $ 463 | $ 1,765 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value, beginning of period | $ 3,965 | $ 5,484 | $ 6,795 | $ 4,864 |
Change in fair value of Level 3 financial liabilities | 2,055 | (3,753) | 4,885 | (4,701) |
Fair value of Placement Warrants at exercise | (400) | |||
Fair value, ending of period | 1,910 | 9,212 | 1,910 | 9,212 |
2016 Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of Placement Warrants at exercise | 0 | 0 | 0 | 2 |
2017 Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of Placement Warrants at exercise | $ 0 | $ 25 | $ 0 | $ 351 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - SVB Term Loan $ in Thousands | May 31, 2022 USD ($) payment | Jun. 30, 2022 USD ($) | May 30, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Total principal amount | $ | $ 60,000 | $ 60,000 | $ 58,000 |
Number of payments | payment | 37 | ||
Debt instrument interest rate (as a percent) | 5.65% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument prepayment premium, first 30 months (as a percent) | 3.50% | ||
Debt instrument prepayment premium, remainder of term (as a percent) | 2.50% | ||
Prime Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument floating rate (as a percent) | 2.40% |
DEBT - Scheduled Future Payment
DEBT - Scheduled Future Payments on Term Loan (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | May 31, 2022 | May 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Less: current portion | $ 0 | $ 3,222 | ||
Long-term portion | 58,507 | $ 54,031 | ||
SVB Term Loan | ||||
Debt Instrument [Line Items] | ||||
The remainder of 2022 | 0 | |||
2023 | 0 | |||
2024 | 6,486 | |||
2025 | 19,460 | |||
2026 | 19,460 | |||
Thereafter | 14,594 | |||
Total future principal payments | 60,000 | $ 60,000 | $ 58,000 | |
Less: unamortized debt discount | (1,493) | |||
Carrying value of long-term debt | 58,507 | |||
Less: current portion | 0 | |||
Long-term portion | $ 58,507 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Corporate Lease Information (Detail) | Jun. 30, 2022 ft² |
Oakwood Village, Ohio | Lease Agreement | |
Operating Leased Assets [Line Items] | |
Approximate Square Footage | 19,800 |
Mountain View, California | Lease Agreement | |
Operating Leased Assets [Line Items] | |
Approximate Square Footage | 25,500 |
Mountain View, California | Lease Agreement | |
Operating Leased Assets [Line Items] | |
Approximate Square Footage | 24,600 |
Denver, Colorado | Sub-Lease Agreement | |
Operating Leased Assets [Line Items] | |
Approximate Square Footage | 12,800 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 ft² | |
Operating Leased Assets [Line Items] | |||
Payments to be received, year one | $ 0.5 | $ 0.5 | |
Payments to be received, year two | 0.6 | 0.6 | |
Sublease income | 0.1 | 0.1 | |
Purchase commitments | $ 16.2 | $ 16.2 | |
Mountain View, California | Lease Agreement | |||
Operating Leased Assets [Line Items] | |||
Area of rentable space (in square feet) | ft² | 24,600 |
REVENUE - Summary of Revenue Di
REVENUE - Summary of Revenue Disaggregated by Types and Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 22,149 | $ 15,030 | $ 41,025 | $ 30,555 |
Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 16,457 | 10,917 | 29,883 | 22,296 |
Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 5,573 | 3,994 | 10,904 | 8,021 |
Distribution rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 119 | 119 | 238 | 238 |
U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 13,213 | 12,475 | 16,745 | 19,909 |
U.S. | Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 10,030 | 10,140 | 10,462 | 15,207 |
U.S. | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 3,183 | 2,335 | 6,283 | 4,702 |
Outside of U.S. ("OUS") | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 8,936 | 2,555 | 24,280 | 10,646 |
Outside of U.S. ("OUS") | Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,427 | 777 | 19,421 | 7,089 |
Outside of U.S. ("OUS") | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,390 | 1,659 | 4,621 | 3,319 |
Outside of U.S. ("OUS") | Distribution rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 119 | $ 119 | $ 238 | $ 238 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2016 | Dec. 31, 2014 | |
Disaggregation Of Revenue [Line Items] | |||||||
Long-term trade credit maintenance services term (in years) | 1 year | ||||||
Long-term trade receivables | $ 10,100,000 | $ 10,100,000 | $ 5,400,000 | ||||
Contract asset | 11,800,000 | 11,800,000 | 10,600,000 | ||||
Allowance for credit losses | 0 | 0 | $ 0 | ||||
Deferred revenue, recognized | 5,100,000 | $ 2,700,000 | 8,300,000 | $ 6,900,000 | |||
Company recognized revenue from performance obligations satisfied in a prior period | $ 0 | $ 0 | |||||
Minimum | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Expected long-term trade receivables collection period (in years) | 2 years | ||||||
Maximum | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Expected long-term trade receivables collection period (in years) | 3 years | ||||||
Itochu Corporation Agreement | Distribution rights | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Remaining performance obligation | $ 4,000,000 | ||||||
Itochu Corporation Agreement | Distribution rights | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Performance obligation period | 8 years 6 months |
EQUITY FINANCING - Additional I
EQUITY FINANCING - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 18, 2021 | Nov. 16, 2021 | Jan. 07, 2021 | Jan. 04, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||||||
Aggregate proceeds from issuance of common stock | $ 0 | $ 57,385 | |||||
Common Stock | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Stock issued during period (in shares) | 11,856,500 | ||||||
Sale of stock, price (in USD per share) | $ 5.60 | ||||||
Aggregate proceeds from issuance of common stock | $ 75,100 | ||||||
Number of shares issued in transaction (in shares) | 14,375,000 | ||||||
Underwriters | Common Stock | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Stock issued during period (in shares) | 11,856,500 | ||||||
Sale of stock, price (in USD per share) | $ 4.85 | ||||||
Aggregate proceeds from issuance of common stock | $ 53,500 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Mar. 31, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 19, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock Warrants [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||
Placement warrants not exercised and remained outstanding (in shares) | 2,036,733 | 2,036,733 | ||||||||
Change in fair value of warrants | $ 2,055 | $ (3,753) | $ 4,885 | $ (4,701) | ||||||
Common Stock | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Issuance of common stock from warrant exercises (in shares) | 2,431 | 42,621 | ||||||||
Issuance of common stock upon public offering, net (in shares) | 11,856,500 | |||||||||
Series A Convertible Preferred Stock | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||||
March 2018 Direct Registered Offering | Common Stock | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Issuance of common stock upon public offering, net (in shares) | 4,090,000 | |||||||||
March 2018 Direct Registered Offering | Series A Convertible Preferred Stock | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Issuance of common stock upon public offering, net (in shares) | 3,000,581 | |||||||||
Common Stock Warrants | March 2018 Direct Registered Offering | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Warrants issued (in shares) | 1,418,116 | |||||||||
Exercise price (in USD per share) | $ 8.31 | |||||||||
Proceed from private placement and equity issuances, gross | $ 59,100 | |||||||||
Fair value of warrants upon issuance | 7,400 | |||||||||
Adjustments to additional paid in capital, warrant issued | $ 6,600 | |||||||||
2016 Placement Warrants | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Warrants issued (in shares) | 1,720,512 | |||||||||
Exercise price (in USD per share) | $ 2.95 | $ 2.95 | ||||||||
Placement warrants not exercised and remained outstanding (in shares) | 536,711 | 536,711 | ||||||||
2017 Placement Warrants | ||||||||||
Common Stock Warrants [Line Items] | ||||||||||
Warrants issued (in shares) | 1,380,745 | |||||||||
Exercise price (in USD per share) | $ 3.17 | $ 3.17 | ||||||||
Placement warrants not exercised and remained outstanding (in shares) | 1,500,022 | 1,500,022 |
WARRANTS - Summary of Assumptio
WARRANTS - Summary of Assumptions to Use Option Pricing Model (Detail) | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2018 |
Common Stock Warrants | 2018 Direct Registered Offering | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 7 | ||
Common Stock Warrants | 2018 Direct Registered Offering | Expected volatility (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.625 | ||
Common Stock Warrants | 2018 Direct Registered Offering | Risk-free interest rate (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.028 | ||
Common Stock Warrants | 2018 Direct Registered Offering | Expected dividend yield (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0 | ||
2017 Placement Warrants | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 1.6 | 2 | |
2017 Placement Warrants | Expected volatility (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.851 | 0.860 | |
2017 Placement Warrants | Risk-free interest rate (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.029 | 0.004 | |
2017 Placement Warrants | Expected dividend yield (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0 | 0 | |
2016 Placement Warrants | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 1.1 | 1.6 | |
2016 Placement Warrants | Expected volatility (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.848 | 0.855 | |
2016 Placement Warrants | Risk-free interest rate (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0.028 | 0.003 | |
2016 Placement Warrants | Expected dividend yield (%) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value measurement inputs | 0 | 0 |
WARRANTS - Schedule of Key Term
WARRANTS - Schedule of Key Terms of Placement Warrants (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants exercised (in shares) | 0 | 119,420 |
Warrants outstanding (in shares) | 2,036,733 | |
2017 Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term | 7 years | |
Exercise price per share (in USD per share) | $ 3.17 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding (in shares) | 1,500,022 | |
2016 Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term | 7 years | |
Exercise price per share (in USD per share) | $ 2.95 | |
Warrants exercised (in shares) | 0 | |
Warrants outstanding (in shares) | 536,711 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||
Jun. 10, 2022 shares | Mar. 31, 2021 | Jun. 30, 2022 USD ($) plan hour $ / shares shares | Jun. 30, 2021 USD ($) $ / shares | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of equity plans | plan | 2 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Additional shares authorized (in shares) | 6,300,000 | |||
Number of common stock authorized for issuance (in shares) | 1,501,304 | |||
Weighted average period for recognition of compensation costs (in years) | 1 year 1 month 6 days | |||
Options granted to employees (in shares) | 0 | |||
Weighted average grant date fair value of options granted, per share (in USD per share) | $ / shares | $ 1.20 | |||
Unrecognized compensation cost | $ | $ 1,600,000 | |||
2015 and 2018 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 7,000,000 | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Vesting percentage | 16.66667% | |||
Composition of grants (as a percent) | 100% | |||
Restricted Stock Units (RSUs) | Employees and/or Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Composition of grants (as a percent) | 50% | |||
Restricted Stock Units (RSUs) | Director | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Incentive Stock Units (ISUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value of RSUs granted (in USD per share) | $ / shares | $ 3.88 | |||
Total grant date fair value of ISUs | $ | $ 14,500,000 | $ 15,100,000 | ||
Total fair value of ISUs vested | $ | 8,500,000 | $ 18,300,000 | ||
Unrecognized stock based compensation cost | $ | $ 21,600,000 | |||
Weighted average period for recognition of compensation costs (in years) | 1 year 9 months 18 days | |||
Shares expected to vest (in shares) | 7,000,000 | |||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of common stock authorized for issuance (in shares) | 3,500,000 | |||
Minimum hours worked per week | hour | 20 | |||
Minimum months worked (in months) | 5 months | |||
Maximum contribution percentage amount of employee's base compensation (as a percent) | 15% | |||
Maximum employee contribution in to share purchase plan per offering | $ | $ 30,000 | |||
Maximum number of shares allowed for purchase by each employee (in shares) | 3,000 | |||
Purchase price as a percentage of fair market value per share (as a percent) | 85% | |||
Common stock reserved for issuance (in shares) | 3,500,000 | |||
Shares issued under ESPP (in shares) | 500,000 | |||
Common stock remained available for issuance pursuant to the purchase plan (in shares) | 3,000,000 | |||
Stock options outstanding | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Expiration period of stock option plan (in years) | 10 years | |||
Stock options outstanding | Employees and/or Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Composition of grants (as a percent) | 50% | |||
Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value of RSUs granted (in USD per share) | $ / shares | $ 4.25 | |||
Number of years of compound annual revenue growth rate used as metric to award performance share units (in years) | 3 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,100 | $ 6,455 | $ 10,132 | $ 14,949 |
Cost of revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 180 | 397 | 356 | 632 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 649 | 675 | 1,373 | 1,311 |
Selling and marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 555 | 454 | 1,248 | 748 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,716 | $ 4,929 | $ 7,155 | $ 12,258 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Incentive Stock Units (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Incentive Stock Units (ISUs) | |
Number of Shares | |
Unvested at beginning of period (in shares) | 5,536,925 |
ISUs granted (in shares) | 2,443,132 |
ISUs vested (in shares) | (2,176,063) |
ISUs forfeited (in shares) | (159,504) |
Unvested at end of period (in shares) | 5,644,490 |
Vested and unreleased (in shares) | 218,300 |
Outstanding at end of period (in shares) | 5,862,790 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in USD per share) | $ / shares | $ 4.04 |
ISUs granted (in USD per share) | $ / shares | 3.88 |
ISUs vested (in USD per share) | $ / shares | 3.80 |
ISUs forfeited (in USD per share) | $ / shares | 4.19 |
Unvested at end of period (in USD per share) | $ / shares | $ 4.04 |
Performance Shares | |
Number of Shares | |
Unvested at beginning of period (in shares) | 707,088 |
ISUs granted (in shares) | 1,600,549 |
ISUs vested (in shares) | 0 |
ISUs forfeited (in shares) | (4,756) |
Unvested at end of period (in shares) | 2,302,881 |
Vested and unreleased (in shares) | 0 |
Outstanding at end of period (in shares) | 2,302,881 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in USD per share) | $ / shares | $ 4.66 |
ISUs granted (in USD per share) | $ / shares | 4.25 |
ISUs vested (in USD per share) | $ / shares | 0 |
ISUs forfeited (in USD per share) | $ / shares | 4.66 |
Unvested at end of period (in USD per share) | $ / shares | $ 4.38 |
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 | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Number of Stock Options Outstanding | |||
Outstanding at beginning of period (in shares) | 7,156,776 | ||
Option granted (in shares) | 0 | ||
Options exercised (in shares) | (24,208) | ||
Options cancelled or forfeited (in shares) | (220,154) | ||
Outstanding at end of period (in shares) | 6,912,414 | ||
Options exercisable (in shares) | 6,289,250 | ||
Options vested and expected to vest (in shares) | 6,866,646 | ||
Weighted- Average Exercise Price | |||
Options outstanding at beginning of period (in USD per share) | $ 6.97 | ||
Options granted (in USD per share) | 0 | ||
Options exercised (in USD per share) | 2.76 | ||
Options cancelled or forfeited (in USD per share) | 7.84 | ||
Options outstanding at end of period (in USD per share) | 6.96 | ||
Options exercisable (in USD per share) | 7.13 | ||
Options vested and expected to vest (in USD per share) | $ 6.99 | ||
Weighted- Average Remaining Contractual Life (Years) | |||
Options outstanding (in years) | 5 years 8 months 12 days | 6 years 1 month 6 days | |
Options exercisable (in years) | 5 years 6 months | ||
Options vested and expected to vest (in years) | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ 1,228 | $ 5,203 | |
Options exercisable | 1,008 | ||
Options vested and expected to vest | $ 1,201 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | $ 3,700,000 | 3,700,000 | $ 3,400,000 | ||
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
NET LOSS PER SHARE - Dilutive S
NET LOSS PER SHARE - Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Dilutive securities excluded from calculation of diluted earnings per share | 18,314,634 | 18,410,141 | 18,314,634 | 18,410,141 |
Stock options outstanding | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Dilutive securities excluded from calculation of diluted earnings per share | 6,912,414 | 7,418,204 | 6,912,414 | 7,418,204 |
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 | 2,036,733 | 2,036,733 | 2,036,733 |
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 | 1,418,116 | 1,418,116 |
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 | 7,947,371 | 7,537,088 | 7,947,371 | 7,537,088 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 29, 2019 USD ($) installment | Dec. 31, 2004 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2005 | |
Chindex Shanghai International Trading Company Limited | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution agreement term (in years) | 5 years | ||||||
Distribution agreement additional term (in years) | 5 years | ||||||
Number of payment installments | installment | 3 | ||||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution fees | $ 3,500,000 | ||||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | First Installment | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution fees | $ 1,500,000 | ||||||
Revenue installment period | 60 days | ||||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | Second Installment | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution fees | $ 1,000,000 | ||||||
Chindex Shanghai International Trading Company Limited | Upfront Fees | Third Installment | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution fees | $ 1,000,000 | ||||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Currently due to related parties | $ 160,000 | $ 160,000 | |||||
University of Florida Research Foundation | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of royalty expense based on net sales | 1% | 1% | 1% | 1% | |||
University of Florida Research Foundation | Licensing Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock granted in exchange for licensing (in shares) | shares | 33,652 | ||||||
Percentage of royalty payment based on sale (as a percent) | 1% | ||||||
Royalty payment per quarter | $ 100,000 | ||||||
Royalty expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 200,000 |