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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 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.
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 nine months ended September 30, 2022, gross sublease income of $0.1 million and $0.3 million, respectively, was recognized.
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 September 2, 2020, the lead plaintiff, Plymouth County Retirement Association, filed a second amended complaint asserting securities fraud claims against the Company and certain current and former officers. The second amended complaint alleged that the Company violated federal securities laws by issuing materially false and misleading statements that failed to disclose adverse facts concerning the Company’s business, operations, and financial results. On August 25, 2021, the District Court dismissed the second amended complaint with prejudice. The lead plaintiff appealed. On September 1, 2022, the Sixth Circuit Court of Appeals affirmed the District Court’s dismissal; the mandate dismissing the case was issued on September 22, 2022. The matter is closed.
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. Based on factual assertions substantially similar to those in the class action complaint described above, this derivative action alleged violations of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, wasted corporate assets, and unjust enrichment. Following the Sixth Circuit’s opinion affirming the dismissal of the class action complaint, the parties agreed to voluntarily dismiss the derivative case. On September 26, 2022, the District Court entered an order dismissing the derivative case without prejudice and the matter is closed.
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 ensure the demands from the market are covered. As of September 30, 2022, the Company had $17.8 million of non-cancelable purchase commitments for inventory.