UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2019
ViewRay, Inc.
(Exact name of Registrant as Specified in Its Charter)
|
Delaware |
001-37725 |
42-1777485 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
2 Thermo Fisher Way Oakwood Village, Ohio |
|
44146 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (440) 703-3210
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, par value $0.01 |
|
VRAY |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2019, ViewRay, Inc. (“ViewRay” or the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2019. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or incorporated by reference in any filing of ViewRay under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of ViewRay under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNumber |
Description |
|
99.1 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
VIEWRAY, INC. |
|
|
|
|
|
|
|
Date: November 12, 2019 |
|
By: |
/s/ Robert S. McCormack |
|
|
|
|
Robert S. McCormack |
|
|
|
|
Senior Vice President, General Counsel |
Exhibit 99.1
ViewRay Reports Third Quarter 2019 Results
CLEVELAND, November 12, 2019 — ViewRay, Inc. (Nasdaq: VRAY) today announced financial results for the third quarter ended September 30, 2019.
Third Quarter 2019 Summary:
|
|
• |
Total revenue was $20.9 million in the quarter, primarily from three revenue units, compared to $17.7 million, primarily from three revenue units, for the same period last year. |
|
|
• |
Total backlog grew to $230.7 million as of September 30, 2019, compared to $200.9 million as of September 30, 2018. |
|
|
• |
Cash and cash equivalents were $90.8 million as of September 30, 2019. |
|
|
• |
The Company reaffirmed its full year 2019 guidance of revenue in the range of $80 million to $95 million, and cash use in the range of $80 million to $90 million. |
“I am pleased with our Q3 results and the progress we are making across the organization,” said Scott Drake, President and CEO. “Our differentiation in the market is rooted in unparalleled innovation and clinical data.”
Three Month Results Ending September 30, 2019:
Total revenue for the three months ended September 30, 2019, was $20.9 million, compared to $17.7 million for the same period last year.
Total cost of revenue was $20.3 million, compared to $17.3 million for the same period last year.
Total gross profit was $0.6 million, compared to $0.4 million for the same period last year.
Total operating expenses were $32.3 million, compared to $24.5 million for the same period last year.
Net loss was $20.8 million, or $0.21 per share, compared to $32.9 million, or $0.39 per share, for the same period last year.
ViewRay had total cash and cash equivalents of $90.8 million at September 30, 2019.
Nine Month Results Ending September 30, 2019:
Total revenue for the nine months, primarily from 11 MRIdian revenue units, was $71.3 million compared to $60.3 million for the same period last year.
Total cost of revenue was $72.9 million compared to $54.3 million for the same period last year.
Total gross profit was $(1.5) million compared to $6.0 million for the same period last year.
Total operating expenses were $86.9 million compared to $59.6 million for the same period last year.
Net loss was $(85.0) million, or $(0.87) per share, compared to $(59.7) million, or $(0.82) per share, for the same period last year.
The Company reiterated its 2019 guidance of revenue in the range of $80 million to $95 million, and total cash usage to be in the range of $80 million to $90 million.
Conference Call and Webcast
ViewRay will hold a conference call to discuss results on Tuesday, November 12, 2019 at 4:30 p.m. ET / 1:30 p.m. PT. The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 8250536. A live webcast of the conference call will be available on the investor relations page of ViewRay's corporate website at www.viewray.com.
After the live webcast, a replay of the webcast will remain available online on the investor relations page of ViewRay's corporate website, www.viewray.com, for 14 days following the call. In addition, a telephonic replay of the call will be available until November 19, 2019. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 8250536.
About ViewRay
ViewRay, Inc. (Nasdaq: VRAY), designs, manufactures and markets the MRIdian® radiation therapy system. MRIdian is built upon a proprietary high-definition MR imaging system designed from the ground up to address the unique challenges and clinical workflow for advanced radiation oncology. Unlike MR systems used in diagnostic radiology, MRIdian's high-definition MR was purpose built to address specific challenges, including beam distortion, skin toxicity, and other concerns that potentially may arise when high magnetic fields interact with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades and installations, ViewRay's financial guidance for the full year 2019 and ViewRay's conference call to discuss its third quarter and year to date results. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, and the timing of delivery of ViewRay's products, the timing, results and other uncertainties associated with clinical trials, the ability to raise the additional funding needed to continue to pursue ViewRay's business and product development plans, the inherent uncertainties associated with developing new products or technologies, competition in the industry in which ViewRay operates and overall market conditions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to ViewRay's business in general, see ViewRay's current and future reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, as updated periodically by the company's other filings with the SEC. These forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share data)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
18,696 |
|
|
$ |
16,492 |
|
|
$ |
65,475 |
|
|
$ |
57,237 |
|
|
Service |
|
|
2,048 |
|
|
|
1,056 |
|
|
|
5,482 |
|
|
|
2,706 |
|
|
Distribution rights |
|
|
118 |
|
|
|
118 |
|
|
|
356 |
|
|
|
356 |
|
|
Total revenue |
|
|
20,862 |
|
|
|
17,666 |
|
|
|
71,313 |
|
|
|
60,299 |
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
18,521 |
|
|
|
15,199 |
|
|
|
63,368 |
|
|
|
49,564 |
|
|
Service |
|
|
1,767 |
|
|
|
2,103 |
|
|
|
9,489 |
|
|
|
4,732 |
|
|
Total cost of revenue |
|
|
20,288 |
|
|
|
17,302 |
|
|
|
72,857 |
|
|
|
54,296 |
|
|
Gross margin |
|
|
574 |
|
|
|
364 |
|
|
|
(1,544 |
) |
|
|
6,003 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
5,641 |
|
|
|
4,347 |
|
|
|
17,135 |
|
|
|
12,506 |
|
|
Selling and marketing |
|
|
7,297 |
|
|
|
3,384 |
|
|
|
19,845 |
|
|
|
10,024 |
|
|
General and administrative |
|
|
19,381 |
|
|
|
16,721 |
|
|
|
49,888 |
|
|
|
37,070 |
|
|
Total operating expenses |
|
|
32,319 |
|
|
|
24,452 |
|
|
|
86,868 |
|
|
|
59,600 |
|
|
Loss from operations |
|
|
(31,745 |
) |
|
|
(24,088 |
) |
|
|
(88,412 |
) |
|
|
(53,597 |
) |
|
Interest income |
|
|
484 |
|
|
|
2 |
|
|
|
1,391 |
|
|
|
6 |
|
|
Interest expense |
|
|
(1,069 |
) |
|
|
(1,974 |
) |
|
|
(2,902 |
) |
|
|
(5,758 |
) |
|
Other income (expense), net |
|
|
11,499 |
|
|
|
(6,792 |
) |
|
|
4,933 |
|
|
|
(307 |
) |
|
Loss before provision for income taxes |
|
$ |
(20,831 |
) |
|
$ |
(32,852 |
) |
|
$ |
(84,990 |
) |
|
$ |
(59,656 |
) |
|
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net loss and comprehensive loss |
|
$ |
(20,831 |
) |
|
$ |
(32,852 |
) |
|
$ |
(84,990 |
) |
|
$ |
(59,656 |
) |
|
Amortization of beneficial conversion feature related to Series A convertible preferred stock |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(2,728 |
) |
|
Net loss attributable to common stockholders, basic and diluted |
|
$ |
(20,831 |
) |
|
$ |
(32,852 |
) |
|
$ |
(84,990 |
) |
|
$ |
(62,384 |
) |
|
Net loss per share, basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.87 |
) |
|
$ |
(0.82 |
) |
|
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted |
|
|
99,039,789 |
|
|
|
84,920,996 |
|
|
|
97,763,964 |
|
|
|
76,185,346 |
|
(In thousands, except share and per share data)
|
|
|
September 30, 2019 |
|
|
December 31, 2018 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
90,756 |
|
|
$ |
167,432 |
|
|
Accounts receivable |
|
|
33,301 |
|
|
|
36,867 |
|
|
Inventory |
|
|
59,622 |
|
|
|
49,462 |
|
|
Deposits on purchased inventory |
|
|
4,883 |
|
|
|
8,142 |
|
|
Deferred cost of revenue |
|
|
3,056 |
|
|
|
9,736 |
|
|
Prepaid expenses and other current assets |
|
|
4,672 |
|
|
|
6,045 |
|
|
Total current assets |
|
|
196,290 |
|
|
|
277,684 |
|
|
Property and equipment, net |
|
|
23,437 |
|
|
|
13,958 |
|
|
Restricted cash |
|
|
1,442 |
|
|
|
1,933 |
|
|
Intangible assets, net |
|
|
57 |
|
|
|
— |
|
|
Right-of-use assets |
|
|
12,254 |
|
|
|
— |
|
|
Other assets |
|
|
2,255 |
|
|
|
1,395 |
|
|
TOTAL ASSETS |
|
$ |
235,735 |
|
|
$ |
294,970 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
11,648 |
|
|
$ |
10,207 |
|
|
Accrued liabilities |
|
|
18,835 |
|
|
|
9,983 |
|
|
Customer deposits |
|
|
10,746 |
|
|
|
19,968 |
|
|
Operating lease liability, current |
|
|
2,139 |
|
|
|
— |
|
|
Deferred revenue, current |
|
|
9,644 |
|
|
|
13,731 |
|
|
Total current liabilities |
|
|
53,012 |
|
|
|
53,889 |
|
|
Deferred revenue, net of current portion |
|
|
4,516 |
|
|
|
5,744 |
|
|
Long-term debt |
|
|
55,489 |
|
|
|
55,364 |
|
|
Warrant liabilities |
|
|
3,194 |
|
|
|
11,844 |
|
|
Operating lease liability, noncurrent |
|
|
11,067 |
|
|
|
— |
|
|
Other long-term liabilities |
|
|
562 |
|
|
|
820 |
|
|
TOTAL LIABILITIES |
|
|
127,840 |
|
|
|
127,661 |
|
|
Commitments and contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Convertible preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at September 30, 2019 and December 31, 2018; no shares issued and outstanding at September 30, 2019 and December 31, 2018 |
|
|
— |
|
|
|
— |
|
|
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at September 30, 2019 and December 31, 2018; 99,405,805 and 96,332,023 shares issued and outstanding at September 30, 2019 and December 31, 2018 |
|
|
984 |
|
|
|
952 |
|
|
Additional paid-in capital |
|
|
590,878 |
|
|
|
565,334 |
|
|
Accumulated deficit |
|
|
(483,967 |
) |
|
|
(398,977 |
) |
|
TOTAL STOCKHOLDERS’ EQUITY |
|
|
107,895 |
|
|
|
167,309 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
235,735 |
|
|
$ |
294,970 |
|
Investor Relations:
Michaella Gallina
Sr. Director, Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
Email: investors@viewray.com
Media Enquiries:
Karen Hackstaff
Vice President, Strategy and Brand
ViewRay, Inc.
Phone: +1 408-242-2994
Email: media@viewray.com