Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 10-Q

 
(Mark One)
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017  
OR
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From                 to                
Commission file number: 001-37792

 
NantHealth, Inc.
(Exact name of registrant as specified in its charter)

 
 
Delaware
 
27-3019889
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

9920 Jefferson Blvd
Culver City, California
 
90232
(Address of principal executive offices)
 
(Zip Code)
(310) 883-1300
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
 
 
 
 
Non-accelerated filer
x (Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
Emerging growth company
x

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.   x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of November 10, 2017, the registrant had 108,329,668 shares of common stock, par value $0.0001 per share, outstanding.
 



NantHealth, Inc.
Form 10-Q
As of and for the quarterly period ended September 30, 2017
Table of contents


 
 
Page
PART I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
PART II.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 

We own or have rights to trademarks and service marks that we use in connection with the operation of our business. NantHealth, Inc. and our logo as well as other brands such as DeviceConX, GPS Cancer, HBox, Vitality, VitalsConX, NaviNet, eviti, eviti | Connect, and other marks relating to our eviti product line are used in this Quarterly Report on Form 10-Q. Solely for convenience, the trademarks and service marks referred to in this Quarterly Report on Form 10-Q are listed without the (sm) and (TM) symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. Additionally, we do not intend for our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

- 2 -


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including without limitation the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “might,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “outlook,” “target,” “expect,” or similar expressions, or the negative or plural of these words or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
the structural change in the market for healthcare in the United States, including uncertainty in the healthcare regulatory framework and regulatory developments in the United States and foreign countries;
the evolving treatment paradigm for cancer, including physicians’ use of molecular information and targeted oncology therapeutics and the market size for molecular information products;
physicians’ need for precision medicine products and any perceived advantage of our solutions over those of our competitors, including the ability of our comprehensive platform to help physicians treat their patients’ cancers;
our ability to generate revenue from sales of products enabled by our molecular and biometric information platforms to physicians in clinical settings;
our ability to increase the commercial success of our sequencing and molecular analysis solution;
our plans or ability to obtain reimbursement for our sequencing and molecular analysis solution, including expectations as to our ability or the amount of time it will take to achieve successful reimbursement from third-party payors, such as commercial insurance companies and health maintenance organizations, and government insurance programs, such as Medicare and Medicaid;
our ability to effectively manage our growth, including the rate and degree of market acceptance of our solutions;
our ability to offer new and innovative products and services;
our ability to attract new partners and clients;
our ability to estimate the size of our target market;
our ability to maintain and enhance our reputation and brand recognition;
consolidation in the healthcare industry;
competition which could limit our ability to maintain or expand market share within our industry;
restrictions and penalties as a result of privacy and data protection laws;
our use of “open source” software;
our ability to use, disclose, de-identify or license data and to integrate third-party technologies;
data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;
breaches or failures of our security measures;
our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our users;
risks related to future acquisition opportunities;
the requirements of being a public company;
our ability to attract and retain key personnel;
our ability to obtain and maintain intellectual property protection for our solutions and not infringe upon the intellectual property of others;
our ability to implement our comprehensive restructuring plan that includes a wide range of organizational efficiency initiatives and other cost reduction opportunities; and
our financial performance expectations, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in research and development, sales and marketing and general and administrative expenses, and our ability to achieve and maintain future profitability.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

- 3 -


These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. These statements appear throughout this Quarterly Report on Form 10-Q and are statements regarding our intent, belief, or current expectations, primarily based on our current assumptions, expectations and projections about future events and trends that we may affect our business, financial conditions, operating results, cash flows or prospects, as well as related industry developments. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us and described in Part II, Item 1A, entitled “Risk Factors,” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements for any reason, or to conform these statements to actual results or to changes in our expectations.

- 4 -


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
NantHealth, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
 
September 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
73,493

 
$
157,573

Accounts receivable, net
12,037

 
11,673

Inventories
974

 
1,685

Deferred implementation costs
1,121

 
606

Related party receivables, net
500

 
693

Prepaid expenses and other current assets
4,224

 
3,356

Current assets of discontinued operations

 
9,992

Total current assets
92,349

 
185,578

Property, plant, and equipment, net
19,984

 
20,129

Deferred implementation costs, net of current
4,374

 
3,201

Deferred income tax assets, net

 
84

Goodwill
114,625

 
114,625

Intangible assets, net
71,621

 
78,812

Investment in related party
160,542

 
207,197

Related party receivable, net of current
1,798

 
1,971

Other assets
1,834

 
2,111

Noncurrent assets of discontinued operations

 
70,683

Total assets
$
467,127

 
$
684,391

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
4,099

 
$
6,039

Accrued and other current liabilities
19,968

 
20,032

Deferred revenue
9,200

 
9,600

Related party payables, net
5,502

 
8,082

Current liabilities of discontinued operations

 
13,496

Total current liabilities
38,769

 
57,249

Deferred revenue, net of current
6,807

 
11,127

Related party liabilities
10,011

 
5,612

Related party promissory note
112,666

 
112,666

Related party convertible note, net
7,847

 
7,564

Convertible notes, net
73,787

 
70,810

Deferred income taxes, net
7,776

 

Other liabilities
719

 
820

Noncurrent liabilities of discontinued operations

 
6,949

Total liabilities
258,382

 
272,797

 
 
 
 
Stockholders' equity
 
 
 
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 106,963,706 and 121,250,437 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (Including 6,976 shares of restricted stock)
11

 
12

Additional paid-in capital
880,801

 
886,334

Accumulated deficit
(671,599
)
 
(475,273
)
Accumulated other comprehensive (loss) income
(468
)
 
521

Total stockholders' equity
208,745

 
411,594

Total liabilities and stockholders' equity
$
467,127

 
$
684,391

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

- 5 -

NantHealth, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Software and hardware
$
1,162

 
$
2,065

 
$
4,408

 
$
6,077

Software–as-a-service
15,200

 
14,000

 
44,863

 
41,809

Total software-related revenue
16,362

 
16,065

 
49,271

 
47,886

Maintenance
2,696

 
1,979

 
8,182

 
6,979

Sequencing and molecular analysis
1,025

 
77

 
1,985

 
122

Other services
1,677

 
2,541

 
4,940

 
7,571

Total net revenue
21,760

 
20,662

 
64,378

 
62,558

 
 
 
 
 
 
 
 
Cost of Revenue:
 
 
 
 
 
 
 
Software and hardware
443

 
528

 
596

 
668

Software-as-a-service
5,859

 
4,159

 
17,143

 
14,791

Total software-related cost of revenue
6,302

 
4,687

 
17,739

 
15,459

Maintenance
274

 
112

 
564

 
621

Sequencing and molecular analysis
1,757

 
570

 
4,807

 
929

Other services
1,996

 
2,623

 
5,504

 
9,309

Amortization of developed technologies
1,143

 
2,044

 
4,029

 
6,896

Total cost of revenue
11,472

 
10,036

 
32,643

 
33,214

 
 
 
 
 
 
 
 
Gross profit
10,288

 
10,626

 
31,735

 
29,344

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Selling, general and administrative
17,521

 
22,034

 
54,181

 
88,860

Research and development
7,749

 
9,960

 
25,051

 
36,519

Amortization of acquisition-related assets
1,054

 
1,054

 
3,163

 
3,162

Total operating expenses
26,324

 
33,048

 
82,395

 
128,541

 
 
 
 
 
 
 
 
Loss from operations
(16,036
)
 
(22,422
)
 
(50,660
)
 
(99,197
)
Interest expense, net
(4,067
)
 
(1,415
)
 
(12,049
)
 
(4,760
)
Other income, net
60

 
104

 
308

 
541

Loss from related party equity method investment including impairment loss
(2,942
)
 
(2,604
)
 
(46,353
)
 
(7,893
)
Loss from continuing operations before income taxes
(22,985
)
 
(26,337
)
 
(108,754
)
 
(111,309
)
Provision for (benefit from) income taxes
30

 
55

 
85

 
(19,203
)
Net loss from continuing operations
(23,015
)
 
(26,392
)
 
(108,839
)
 
(92,106
)
Loss from discontinued operations, net of tax
(19,383
)
 
(10,482
)
 
(44,738
)
 
(32,045
)
Net loss
$
(42,398
)
 
$
(36,874
)
 
$
(153,577
)
 
$
(124,151
)
 
 
 
 
 
 
 
 
Net income (loss) per share (1):
 
 
 
 
 
 
 
Continuing operations
 
 
 
 
 
 
 
Basic and diluted - common stock
$
(0.20
)
 
$
(0.22
)
 
$
(0.91
)
 
$
(0.90
)
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
Basic and diluted - common stock
$
(0.17
)
 
$
(0.08
)
 
$
(0.37
)
 
$
(0.29
)
 
 
 
 
 
 
 
 
Total net income (loss) per share
 
 
 
 
 
 
 

- 6 -

NantHealth, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)

Basic and diluted - common stock
$
(0.37
)
 
$
(0.30
)
 
$
(1.28
)
 
$
(1.19
)
Basic and diluted - redeemable common stock
N/A

 
N/A

 
N/A

 
$
0.74

 
 
 
 
 
 
 
 
Weighted average shares outstanding (1):
 
 
 
 
 
 
 
Basic and diluted - common stock
115,924,122

 
121,245,440

 
119,745,231

 
108,359,973

Basic and diluted - redeemable common stock
N/A

 
N/A

 
N/A

 
6,686,653


(1) 
The net income (loss) per share and weighted average shares outstanding for the nine months ended September 30, 2016, have been computed to give effect to the LLC Conversion (See Note 16) that occurred on June 1, 2016, prior to the Company’s initial public offering ("IPO").  In conjunction with the LLC Conversion, (a) all of the Company’s outstanding units automatically converted into shares of common stock, based on the relative rights of the Company's pre-IPO equityholders as set forth in the Company's limited liability company agreement and (b) the Company adopted and filed a certificate of incorporation with the Secretary of State of the state of Delaware and adopted bylaws. The Company adopted and filed an amendment to its certificate of incorporation with the Secretary of State of the state of Delaware to effect a 1-for-5.5 reverse stock split of its common stock on June 1, 2016.
The net loss per share for the common stock for the nine months ended September 30, 2016 reflects $4,958 in accretion value allocated to the redeemable common stock. The redeemable common stock contained a put right, which expired unexercised on June 20, 2016. As a result of and as of that date, the shares were no longer redeemable and were included in common stock. See Note 19 for the calculation of net loss per share for common stock and redeemable common stock for the nine months ended September 30, 2016.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

- 7 -

NantHealth, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Dollars in thousands)
(Unaudited)


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net loss
$
(42,398
)
 
$
(36,874
)
 
$
(153,577
)
 
$
(124,151
)
Other comprehensive loss, net of reclassification adjustments and taxes
 
 
 
 
 
 
 
  Share in related party equity investment - other comprehensive loss
(302
)
 

 
(302
)
 

  Amounts reclassified from accumulated other comprehensive income (1)
(977
)
 

 
(977
)
 

  Other comprehensive income from foreign currency translation gain
210

 
254

 
290

 
647

Comprehensive loss
$
(43,467
)
 
$
(36,620
)
 
$
(154,566
)
 
$
(123,504
)

(1) See Note 3, "Discontinued Operations," for a discussion of this reclass of foreign currency translation adjustment.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


- 8 -

 NantHealth, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

 
Nine Months Ended 
 September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net loss
$
(153,577
)
 
$
(124,151
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
23,288

 
22,990

Amortization of debt discounts and deferred financing offering cost
3,260

 

Change in fair value of derivatives liability
(245
)
 

Unrealized changes in fair value of marketable securities

 
(49
)
Realized changes in fair value of marketable securities

 
49

Stock-based compensation
(4,076
)
 
48,982

Deferred income taxes, net
6,988

 
(18,752
)
Provision for bad debt expense
155

 
522

Inventory provision
692

 
479

Loss from related party equity method investment including impairment loss
46,353

 
7,893

Loss on sale of business and dissolution of a business component
10,673

 

Other non-cash expense

 
144

Changes in operating assets and liabilities, net of business combinations and divestitures:
 
 
 
Accounts receivable, net
(500
)
 
8,950

Inventories
61

 
(135
)
Related party receivables, net
637

 
(324
)
Prepaid expenses and other current assets
(494
)
 
4,883

Deferred implementation costs
(1,951
)
 
(6,695
)
Accounts payable
(966
)
 
(4,315
)
Accrued and other current liabilities
(4,127
)
 
1,729

Deferred revenue
(2,053
)
 
3,304

Related party payables, net
2,108

 
2,278

Other assets and liabilities
305

 
71

Net cash used in operating activities
(73,469
)
 
(52,147
)
Cash flows from investing activities:
 
 
 
Purchase of property and equipment including internal use software
(12,556
)
 
(12,701
)
Proceeds from sale of business, net of cash disposed
1,721

 

Purchases of marketable securities

 
(31
)
Proceeds from sales of marketable securities

 
1,275

Proceeds from sales of property and equipment

 
138

Acquisitions of businesses, net of cash acquired

 
(79,423
)
Deferred consideration for acquisition

 
1,949

Net cash used in investing activities
(10,835
)
 
(88,793
)
Cash flows from financing activities:
 
 
 
Deemed capital contribution from Chairman and CEO

 
3,420

Payment of short-term notes payable

 
(23,324
)
Proceeds from related party promissory note

 
152,666

Proceeds from initial public offering, net of offering costs

 
83,566

Tax payments related to stock issued, net of stock withheld, for vested phantom units
(2,740
)
 
(5,822
)
Net cash provided by (used in) financing activities
(2,740
)
 
210,506

Effect of exchange rate changes on cash and cash equivalents
184

 
246

Net increase (decrease) in cash and cash equivalents
(86,860
)
 
69,812

Cash and cash equivalents, beginning of period (including cash of discontinued operations)
160,353

 
5,989

Cash and cash equivalents, end of period
$
73,493

 
$
75,801


- 9 -

NantHealth, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

 
Nine Months Ended 
 September 30,
 
2017
 
2016
Supplemental disclosure of cash flow information:
 
 
 
Interest paid
$
(2,836
)
 
$
(9
)
Interest received
62

 
108

Non-cash transactions:
 
 
 
Purchase of property and equipment (including internal use software)
811

 
967

Non cash consideration (common stock) from sale of Business (see Note 3) and subsequent retirement of stock
42,750

 

NaviNet escrow receivable

 
1,678

Accretion to redemption value of Series F units / redeemable common stock

 
4,958

Conversion of related party promissory note and interest payable to common stock

 
40,590

Reclassification of redeemable common stock to common stock (former Series F units)

 
171,000

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

- 10 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)


Note 1. Description of Business and Basis of Presentation
Nature of Business
Nant Health, LLC was formed on July 7, 2010, as a Delaware limited liability company. On June 1, 2016, Nant Health, LLC converted into a Delaware corporation (the “LLC Conversion”) and changed its name to NantHealth, Inc. (“NantHealth”). NantHealth, together with its subsidiaries (the “Company”), is a healthcare IT company converging science and technology. The Company works to transform clinical delivery with actionable clinical intelligence at the moment of decision, enabling clinical discovery through real-time machine learning systems. The Company’s technology empowers physicians, patients, payers and researchers to transcend genomics into the world of proteomics. NantHealth is a majority-owned subsidiary of NantWorks, LLC (“NantWorks”), which is a subsidiary of California Capital Equity, LLC (“Cal Cap”). The three companies were founded by and are led by Dr. Patrick Soon-Shiong.

On August 25, 2017, the Company sold substantially all of the assets of the Company’s provider/patient engagement solutions business. The sale will enable the Company to focus on its core competencies of genomic sequencing, clinical decision support, connected care and payer engagement.
As of September 30, 2017, the Company conducted the majority of its operations in the United States, Canada, the United Kingdom, and Singapore.
LLC Conversion and Initial Public Offering
On June 1, 2016, immediately prior to the pricing of its initial public offering (“IPO”) and in conjunction with the LLC Conversion, all outstanding units of Nant Health, LLC were automatically converted into shares of the Company’s common stock. Immediately following the LLC Conversion, the Company effected a 1-for-5.5 reverse stock split of its common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and notes thereto have been retroactively adjusted, where necessary, to give effect to this reverse stock split.

On June 7, 2016, the Company completed its IPO, whereby it sold 6,500,000 shares of common stock at a public offering price of $14.00 per share. Additionally, on June 9, 2016, the underwriters partially exercised their over allotment option to purchase an additional 400,000 shares of common stock at $14.00 per share.

The Company received a total of $83,566 in proceeds from its IPO, after deducting underwriting discounts and commissions and offering costs of $13,034. The offering was registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (Registration No. 333-211196), as amended.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of NantHealth and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These Financial Statements have been prepared on the same basis as the audited Consolidated Financial Statements for the fiscal year ended December 31, 2016 and, in the opinion of management, include all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the Company's financial position and results of operation. The results of operations of the entities disposed of are included in the unaudited condensed consolidated financial statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2016 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the disclosures required by GAAP. Assets and liabilities of the discontinued operations are presented separately in the asset and liability sections of the prior period balance sheet. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

- 11 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

The Company believes its existing cash, cash equivalents and ability to borrow from affiliated entities under existing facilities will be sufficient to fund operations through at least the next 12 months. If these sources are insufficient to satisfy the Company's liquidity requirements, it may seek to sell additional equity, through one or more follow-on public offerings or in separate financings, or sell additional debt securities or obtain a credit facility. Further, because of the risk and uncertainties associated with the commercialization of the Company's existing products as well as products in development, the Company may need additional funds to meet its needs sooner than planned. To date, the Company's primary sources of capital were private placement of membership interests prior to its IPO, debt financing agreements, including the promissory note with NantCapital, LLC (“NantCapital”), convertible notes, and its IPO.
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated.
Note 2. Summary of Significant Accounting Policies
There have been no significant changes to the accounting policies as disclosed in the Company's Annual Report on Form 10-K. The accounting policies are described in the Company’s Annual Report on Form 10-K.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Segment Reporting
The chief operating decision maker for the Company is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a Condensed Consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, or plans for levels or components below the Condensed Consolidated unit level. Accordingly, management has determined that the Company operates in one reportable segment.
Recent Accounting Pronouncements
Revenue from Contracts with Customers

The new FASB Topic 606 standards commencing with Accounting Standard Update ("ASU") No. 2014-09 ("Topic 606"), Revenue from Contracts with Customers replace existing revenue recognition rules including industry-specific guidance. Topic 606 outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and services are distinct and require separate accounting (performance obligations), how variable consideration (which may include change orders and claims) is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price. Revenue is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for goods or services. The provisions of Topic 606 will become effective for annual reporting periods beginning after December 15, 2017. The FASB allows two adoption methods under Topic 606 standards. Under one method, a company will apply the rules to contracts in all reporting periods presented, subject to certain allowable exceptions. Under the other method, a company would apply the rules to all contracts existing as of January 1, 2018, recognizing in the opening balance of retained earnings an adjustment for the cumulative effect of the change and providing additional disclosures comparing results to previous rules.

As permitted under the standard, the Company plans to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach and to recognize the cumulative effect of existing contracts in the opening balance of retained earnings on the effective date of January 1, 2018. The Company continues to assess the impact of the new revenue standard on the current business processes, systems and controls.


- 12 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Upon initial evaluation, the Company expects that one significant impact will likely be to its software arrangements due to the requirement to estimate the selling price for deliverables. Under current revenue accounting guidance, if VSOE does not exist for license and implementation fees, the Company recognizes those revenues over the post contract support period. Also, the principal versus agent analysis under Topic 606 focuses on whether the entity controls each specified good or service in an arrangement and the company is currently evaluating whether the guidance will have an impact on how the Company reports its sequencing and molecular analysis revenue. The Company is also assessing the impact of capitalizing costs associated with obtaining customer contracts, specifically commission and incentive payments. Currently, these payments are expensed in the period they are incurred. Under the updated guidance, certain of these payments may be deferred on the Company's Condensed Consolidated Balance Sheets and amortized over the expected life of the customer contract.
Other accounting pronouncements
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This standard clarifies the definition of a business and provides a screen to determine if a set of inputs, processes and outputs is a business. The screen requires that when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the assets acquired would not be a business. Under the new guidance, in order to be considered a business, an acquisition must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. In addition, the standard narrows the definition of the term “output” so that it is consistent with how it is described in Topic 606 standards. This standard will be effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance may have on its Condensed Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) to simplify the accounting for goodwill impairment. This guidance, among other things, removes step 2 of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of this ASU, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in more or less impairment being recognized than under current guidance. This update will become effective for the Corporation’s annual and interim goodwill impairment tests beginning in the first quarter of 2020, and early adoption is permitted. The Company is still evaluating the impact of this standard update.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" (“ASU 2016-02”). The update is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. This guidance will become effective for interim and annual reporting periods beginning with the year ending December 31, 2019. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its Condensed Consolidated Financial Statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission ("SEC") did not have, or are not believed by management to have, a material impact on the Company's present or future Condensed Consolidated Financial Statements.
Note 3. Discontinued Operations
Sale to Allscripts
On August 3, 2017, the Company entered into an asset purchase agreement (the “APA”) with Allscripts Healthcare Solutions, Inc. (“Allscripts”), pursuant to which the Company agreed to sell to Allscripts substantially all of the assets of the Company’s provider/patient engagement solutions business, including the Company’s FusionFX solution and components of its NantOS software connectivity solutions (the “Business”). On August 25, 2017, the Company and Allscripts completed the sale of the Business (the "Disposition") pursuant to the APA.

Allscripts conveyed to the Company 15,000,000 shares of Company's common stock at par value of $0.0001 per share that were previously owned by Allscripts as consideration for the acquired Business upon Disposition. Allscripts paid the Company $1,742 of cash consideration as an estimated working capital payment, and such amount was subject to adjustment based upon the final amount of working capital as of the closing date. The Company is also responsible for paying Allscripts for fulfilling certain customer service obligations of the Business post-closing, and the Company may be entitled to receive from Allscripts up to an additional $1,110 cash consideration for the Business if Allscripts receives such amounts from certain customers after the Disposition.


- 13 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Concurrent with the closing of the Disposition and as contemplated by the APA, (a) the Company and Allscripts modified the amended and restated mutual license and reseller agreement dated June 26, 2015, as amended, such that, among other things, the Company committed to deliver a minimum dollar amount of total bookings over a ten year period; (b) the Company and Allscripts each licensed certain intellectual property to the other party pursuant to a cross license agreement; (c) the Company agreed to provide certain transition services to Allscripts pursuant to a transition services agreement; and (d) the Company licensed certain software and agreed to sell certain hardware to Allscripts pursuant to a software license and supply agreement.

The total loss on sale to Allscripts consisted of the following:

Cash received as consideration
$
1,742

Estimated costs to be incurred by the Company to fulfill certain customer service obligations of
the Business post-closing
(887
)
Fair value of common stock
42,750

Net consideration received
43,605

Less: Carrying value of net assets sold
(55,255
)
Plus: Reclassification of cumulative translation adjustments of foreign subsidiaries
117

Loss from sale of Business
$
(11,533
)

The sale of the Business qualified as a discontinued operations because it comprised operations and cash flows that could be distinguished, operationally and for financial reporting purposes, from the rest of the Company. The disposal of the Business represented a strategic shift in the Company’s operations as the sale enables the Company to focus on genomic sequencing, clinical decision support, connected care and payer engagement.

The carrying amounts of the major classes of assets and liabilities of the Company's discontinued operations as of December 31, 2016 are as follows:

 
December 31,
2016
 
 
Cash and cash equivalents
$
2,780

Accounts receivable, net
2,055

Inventories
532

Deferred implementation costs
2,730

Related party receivables, net
206

Prepaid expenses and other current assets
1,689

  Current assets of discontinued operations
9,992

Property, plant, and equipment, net
9,010

Deferred implementation costs, net of current
4,709

Goodwill
16,444

Intangible assets, net
40,314

Other assets
206

  Total assets of discontinued operations
$
80,675

 
 
Accounts payable
$
681

Accrued and other current liabilities
5,199

Deferred revenue
7,616

  Current liabilities of discontinued operations
13,496

Deferred revenue, net of current
6,111

Deferred income tax liabilities, net of current
838

  Total liabilities of discontinued operations
$
20,445


The operating results of the Company's discontinued operations are as follows:

- 14 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
Major line items constituting income from discontinued operations
 
 
 
 
 
 
 
Net revenue
$
1,498

 
$
4,695

 
$
7,619

 
$
13,740

Cost of revenue
1,787

 
7,200

 
16,318

 
19,300

Selling, general and administrative
1,515

 
2,681

 
8,675

 
10,476

Research and development
(372
)
 
3,895

 
7,571

 
12,352

Amortization of software license and acquisition-related assets
458

 
760

 
1,978

 
2,280

Other (income) expense
216

 
440

 
134

 
527

Loss from sale of Business
11,533

 

 
11,533

 

Gain from dissolution of a business component
(860
)
 

 
(860
)
 

  Loss from discontinued operations, before income taxes
(12,779
)
 
(10,281
)
 
(37,730
)
 
(31,195
)
Provision for income taxes
6,604

 
201

 
7,008

 
850

  Loss from discontinued operations, net of income taxes
$
(19,383
)
 
$
(10,482
)
 
$
(44,738
)
 
$
(32,045
)

Cumulative translation adjustment gains or losses of foreign subsidiaries related to divested Business are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of the Business, the Company reclassified $117 of cumulative translation adjustment gains from accumulated comprehensive loss to the Company's loss from sale of Business.

The significant operating and investing cash and non-cash items of the discontinued operations included in the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016 were as follows:

 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
 
 
 
Depreciation and amortization from discontinued operations
$
8,829

 
$
8,645

Loss from sale of Business
11,533

 

Proceeds from sale of Business
1,721

 

Capital expenditures
4,668

 
144

Dissolution of Net.Orange Ltd
On August 29, 2017, the Company dissolved its wholly-owned U.K. subsidiary, Net.Orange Ltd. The Company reclassified $860 of cumulative translation adjustment gains from accumulated comprehensive loss to the Company's results of discontinued operations.

- 15 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 4. Business Combinations
NaviNet, Inc. Acquisition in 2016
On November 30, 2015, NantHealth entered into a definitive agreement with 3BE Holdings, LLC (“3BE”) to acquire 100% of the outstanding equity interest of NaviNet, Inc. (“NaviNet”) in exchange for $83,529 in cash, subject to working capital adjustments, 15,513,726 newly issued Series H units with a fair value of $52,500 and contingent arrangements or earnouts of up to $12,250, which was effective on January 1, 2016 (See Note 7). The contingent arrangements or earnouts require the Company to pay up to a total of $12,250 to certain of NaviNet’s former shareholders if NaviNet’s revenues to those former shareholders exceed certain thresholds during the years ended December 31, 2016 and 2017. These contingent amounts or earnouts have been excluded from the purchase price consideration and are accounted for as sales incentives as certain predefined targets are met and are reflected as contra revenue. The cash portion of the acquisition was financed through a promissory note with NantCapital, an affiliate of the Company (See Note 20). In June 2016, the Company paid an additional $455 to 3BE as a working capital adjustment and accounted for the payment as an increase to the purchase price of NaviNet. In December 2016, and in accordance with the definitive agreements, the Company received $2,409 out of the escrow account for the settlement of the final net working capital adjustment.
 
The following table summarizes the total purchase consideration for the acquisition:
 
 Amounts
Cash paid to 3BE at closing
$
74,823

Cash paid to option holders after closing
2,580

Cash paid to escrow account
6,126

Working capital settlement payment
455

Fair value of Series H units
52,500

Total consideration
$
136,484


The total consideration was allocated to the net assets acquired based upon their estimated fair values:
 
 Amounts
Cash and restricted cash
$
4,804

Accounts receivable, net
10,693

Property, plant and equipment
5,044

Other assets and liabilities, net
4,561

Accounts payable
(4,585
)
Accrued and other current liabilities
(3,674
)
Deferred revenue
(2,603
)
Deferred tax liability
(15,508
)
Assumed indebtedness
(23,324
)
Trade names
3,000

Developed technology
32,000

Customer relationships
52,000

Goodwill
74,076

Total fair value of net assets acquired
$
136,484

 The estimated life of the acquired trade names is four years, the estimated life of customer relationships is fifteen years and the estimated life of the developed technology is seven years, with these intangibles amortized on a straight-line basis. The excess of the purchase price over the net tangible and intangible assets of $74,076 was recorded as goodwill, and considered non-deductible for income tax purpose.
At the closing of the acquisition, the Company repaid all $23,324 of assumed indebtedness presented in the table above.

- 16 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

During the year ended December 31, 2016, the Company recognized $300 in measurement period adjustments, which reduced goodwill. The measurement period adjustments included a $2,909 increase to goodwill related to a decrease in property and equipment; a $697 decrease to goodwill related to an increase in research and development grant receivable; a $955 decrease to goodwill related to a decrease in deferred revenue; a $209 increase to goodwill related to a deferred tax liability increase due to various allocation adjustments; a $455 increase to goodwill for working capital adjustments; a $188 increase to goodwill related to an accrued sales tax liability increase; and, a $2,409 decrease to goodwill, representing the Company’s right to be reimbursed from 3BE for severance benefits if their employment is terminated by the Company without cause or by the employee for good reason within 12 months after the closing date, which was settled through the escrow account in December 2016.
Note 5. Accounts Receivable, net
Accounts receivable, net excludes amounts related to post contract client support (“PCS”) and other services that were billed but not yet delivered at each period end. These undelivered services are also excluded from the deferred revenue balances on the accompanying Condensed Consolidated Balance Sheets. The amount of outstanding and unpaid invoices excluded from both the accounts receivable and deferred revenue balances as of September 30, 2017 and December 31, 2016 was $5,676 and $1,900, respectively.
 
Accounts receivable are included on the Condensed Consolidated Balance Sheets, net of the allowance for doubtful accounts. The allowance for doubtful accounts at September 30, 2017 and December 31, 2016 was $148 and $70, respectively.
Note 6. Inventories
Inventories as of September 30, 2017 and December 31, 2016 consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
 
 
 
Finished goods
$
974

 
$
1,308

Raw materials

 
377

Inventories
$
974

 
$
1,685


Note 7. Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities
Prepaid expenses and other current assets as of September 30, 2017 and December 31, 2016 consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
 
 
 
Prepaid expenses
$
3,734

 
$
3,083

Restricted cash
350

 
100

Other current assets
140

 
173

Prepaid expenses and other current assets
$
4,224

 
$
3,356


Accrued and other current liabilities of September 30, 2017 and December 31, 2016 consisted of the following:

- 17 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

 
September 30,
2017
 
December 31,
2016
 
 
 
 
Payroll and related costs
$
8,109

 
$
9,821

NaviNet acquisition accrued earnout (See Note 4)
4,736

 
2,675

Other accrued and other current liabilities
7,123

 
7,536

Accrued and other current liabilities
$
19,968

 
$
20,032


Note 8. Property, Plant and Equipment, net
Property, plant and equipment, net as of September 30, 2017 and December 31, 2016 consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
 
 
 
Computer equipment and software
$
13,956

 
$
13,391

Furniture and equipment
3,198

 
3,169

Leasehold and building improvements
4,230

 
3,921

Internal use software
15,853

 
10,371

Construction in progress
1,444

 
1,090

 
38,681

 
31,942

Less: accumulated depreciation and amortization
(18,697
)
 
(11,813
)
Property, plant and equipment, net
$
19,984

 
$
20,129

 
Depreciation and amortization expense from continuing and discontinued operations was $3,197 for the three months ended September 30, 2017, of which $1,546 related to internal use software costs. Depreciation and amortization expense from continuing and discontinued operations was $1,995 for the three months ended September 30, 2016, of which $410 related to internal use software costs.

Depreciation and amortization expense from continuing and discontinued operations was $9,793 for the nine months ended September 30, 2017, of which $4,402 related to internal use software costs. Depreciation and amortization expense from continuing and discontinued operations was $5,664 for the nine months ended September 30, 2016, of which $686 related to internal use software costs.

Amounts capitalized to internal use software for the three months ended September 30, 2017 and 2016 were $976 and $4,018, respectively. Amounts capitalized to internal use software for the nine months ended September 30, 2017 and 2016 were $5,482 and $6,271, respectively.


- 18 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 9. Intangible Assets, net
The Company’s definite-lived intangible assets as of September 30, 2017 and December 31, 2016 consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
 
 
 
Customer relationships
$
52,400

 
$
52,400

Developed technologies
61,130

 
61,130

Trade name
3,000

 
3,000

 
116,530

 
116,530

Less: accumulated amortization
(44,909
)
 
(37,718
)
Intangible assets, net
$
71,621

 
$
78,812


Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Amortization expense from continuing operations and discontinued operations was $3,656 and $5,520 for the three months ended September 30, 2017 and 2016, respectively. Amortization expense from continuing and discontinued operations was $13,495 and $17,326 for the nine months ended September 30, 2017 and 2016, respectively.
During the nine months ended September 30, 2016, the Company recorded $87,000 of definite-lived intangible assets related to the acquisition of NaviNet (See Note 4). These intangibles are amortized over a period of four to fifteen years.
The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of September 30, 2017 is as follows:
 
Amounts
Remainder of 2017
$
2,197

2018
8,788

2019
8,788

2020
8,038

2021
8,038

Thereafter
35,772

Total future intangible amortization expense
$
71,621

Note 10. Goodwill
Goodwill as of September 30, 2017 and December 31, 2016 was $114,625, net of goodwill allocated to discontinued operations of $16,444. The value of goodwill associated with the discontinued operations was based on the relative fair value of the Business disposed to the total reporting unit as of August 25, 2017 (See Note 3).
On January 1, 2016 the Company added $74,076 of goodwill related to the acquisition of NaviNet (See Note 4).
Measurement period adjustments during the three months ended September 30, 2016 resulted in a reduction of $697 to goodwill, including $697 reduction of goodwill related to the NaviNet acquisition (See Note 4). Measurement period adjustments during the nine months ended September 30, 2016 resulted in an increase of $1,635 to goodwill, including an increase of $1,361 related to the NaviNet acquisition, and an increase of $274 related to the asset acquisition of Healthcare Solutions from Harris Corporation from 2015.
Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized but is tested for impairment annually as of October 1 or between annual tests when an impairment indicator exists.
Note 11. Investments

- 19 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Equity method investment
Investment in NantOmics
In 2015 the Company purchased a total of 169,074,539 Series A-2 units of NantOmics, LLC (“NantOmics”), a related party of the Company, for an aggregate purchase price of $250,774. The Series A-2 units do not have any voting rights and represent approximately 14.28% of NantOmics’ issued and outstanding membership interests. NantOmics is majority owned by NantWorks and delivers molecular diagnostic capabilities with the intent of providing actionable intelligence and molecularly driven decision support for cancer patients and their providers at the point of care.
 
The Company applies the equity method to account for its investment in NantOmics as the interest in the equity is similar to a partnership interest. Further, the Company has the ability to exert significant influence over the operating and financial policies of the entity since NantWorks controls both NantHealth and NantOmics. The difference between the carrying amount of the investment in NantOmics and the Company’s underlying equity in NantOmics’ net assets relate to both definite and indefinite-lived intangible assets. The Company attributed $28,195 and $14,382 of these differences to NantOmics’ developed technologies and its reseller agreement with the Company, respectively, prior to the application of developed technology intangibles included in NantOmics net assets, and the remaining basis differences were attributed to goodwill. The Company amortizes the basis differences related to the definite-lived intangible assets over the assets’ estimated useful lives and records these amounts as a reduction in the carrying amount of its investment and an increase in its equity method loss.

The investment in related party is assessed for possible impairment when events indicate that the fair value of the investment may be below the carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in net loss. In making the determination as to whether a decline is other than temporary, the Company considers such factors as the duration and extent of the decline, the investee’s financial performance, and the Company's ability and intention to retain the investment for a period that will be sufficient to allow for any anticipated recovery in the investment’s market value. The new cost basis of the investment is not changed for subsequent recoveries in fair value.

The fair value of the Company's equity method investment is determined using the income approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations for future revenue, operating expenses, and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate. The related cash flow forecasts are discounted using an estimated weighted-average cost of capital at the date of valuation.  Differences between the carrying value of an equity investment and its underlying equity in the net assets of the related party are assigned to the extent practicable to specific assets and liabilities based on our analysis of the various factors giving rise to the difference. When appropriate, the Company's share of the related party’s reported earnings is adjusted quarterly to reflect the difference between these allocated values and the related party’s historical book values.

At June 30, 2017 and at December 31, 2016, the Company determined that other than temporary impairments of $35,991 and $29,816, respectively, in the value of the investment in NantOmics had occurred, predominantly attributed to declines in the value of goodwill. The declines in the fair value were primarily caused by delays in the Company’s GPS revenue growth and changes in the risk profile of the financial projections for NantOmics. The Company based its financial projections on information that the Company believed were reasonable; however, actual results may differ materially from those projections. The other than temporary impairments were based on judgments and estimates that were forward looking in nature and it is reasonably possible that the estimate of the impairments of the equity method investment in NantOmics will change in the near term due to the following: actual NantOmics cash distribution is materially lower than expected, significant adverse changes in NantOmics's operating environment, increase in the discount rate, and changes in other key assumptions. Risks and uncertainties are related to assumptions regarding future financial performance, commercial acceptance of product and service offerings, risk of reimbursement for the Company’s sequencing and molecular analysis solution, developments in the healthcare and molecular diagnostics industry, NantOmics' ability to integrate its business acquisitions, regulatory risks, and other general business risks including unanticipated adverse changes in NantOmics' operating environment.


- 20 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

The Company reports its share of NantOmics’ income or loss and the amortization of basis differences using a one quarter lag. For the three months ended September 30, 2017 and 2016, the Company recognized equity losses of $2,942 and $2,604, respectively. For the nine months ended September 30, 2017 and 2016, the Company recognized equity losses of $46,353 and $7,893, respectively.

The Company used the following summarized financial information for NantOmics for the nine months ended June 30, 2017 and 2016, respectively, to record its equity method losses for the nine months ended September 30, 2017 and 2016:

 
Trailing Nine Months Ended June 30,
 
2017
 
2016
Sales
$
5,294

 
$
2,936

Gross loss
(4,330
)
 
(3,113
)
Loss from operations
(33,262
)
 
(25,693
)
Net loss
(41,420
)
 
(21,841
)
Net loss attributable to NantOmics
(39,088
)
 
(20,273
)
Cost method Investment
Investment in IOBS

On June 16, 2015, the Company invested $1,750 in Innovative Oncology Business Solutions, Inc. (“IOBS”) in exchange for 1,750,000 shares of IOBS’ Series A preferred stock. IOBS offers community oncology practices an alternative medical home model for oncology patients that improves health outcomes, enhances patient care experiences and significantly reduces costs of care. The shares of preferred stock represent 35.0% of the outstanding equity of IOBS on an as-converted basis. The Company applied the cost method to account for its investment because the preferred stock is not considered in-substance common stock, is not considered a debt instrument as the Company cannot unilaterally demand redemption of the preferred stock and the preferred stock does not have a readily determinable fair value.

As of September 30, 2017 and December 31, 2016, IOBS was considered a variable interest entity. The Company is not the primary beneficiary of IOBS because it only has the right to elect two of five directors. All major decisions of IOBS require the majority vote by the members of the board of directors, including decisions made to manage the business including hiring and firing of officers and other critical management functions. Therefore, the Company does not consolidate IOBS.

The Company’s maximum exposure to loss as a result of its involvement with IOBS is approximately $1,750, which is primarily composed of the original cost of the investment in IOBS’ Series A preferred stock. No other arrangements exist that could require the Company to provide additional financial support or otherwise expose the Company to a loss.
Note 12. Convertible Notes
In December 2016, the Company entered into the Purchase Agreement with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $90,000 in aggregate principal amount of its 5.50% senior convertible notes due 2021 ("Convertible Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons pursuant to Regulation S under the Securities Act. In December 2016, the Company entered into a purchase agreement (the “Cambridge Purchase Agreement”) with Cambridge Equities, L.P., an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Chairman and Chief Executive Officer (“Cambridge”), to issue and sell $10,000 in aggregate principal amount of the Convertible Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In December 2016, pursuant to the exercise of the overallotment by the Initial Purchasers, the Company issued an additional $7,000 principal amount of the Convertible Notes. The total net proceeds from this offering were approximately $102,714, $9,917 from Cambridge and $92,797 from the Initial Purchasers, after deducting of Initial Purchasers’ discount and debt issuance costs of $4,286 in connection with the Convertible Notes offering.

- 21 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

On December 21, 2016, the Company entered into an Indenture, relating to the issuance of the Convertible Notes (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The interest rates are fixed at 5.50% per year, payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2017. The Convertible Notes will mature on December 15, 2021, unless earlier repurchased by the Company or converted pursuant to their terms.
In connection with the offering of the Convertible Notes, on December 15, 2016, the Company entered into a Second Amended and Restated Promissory Note which amended and restated the Amended and Restated Promissory Note, dated May 9, 2016, between the Company and NantCapital, to, among other things, extend the maturity date of the promissory note to June 30, 2022 and to subordinate such promissory note in right of payment to the Convertible Notes (See Note 20).
The initial conversion rate of the Convertible Notes is 82.3893 shares of common stock per $1 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $12.14 per share). Prior to the close of business on the business day immediately preceding September 15, 2021, the Convertible Notes will be convertible only under the following circumstances:
(1) during any calendar quarter commencing after March 31, 2017 (and only during such calendar quarter), if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 120% of the conversion price on such trading day;
(2) during the five-business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; or
(3) upon the occurrence of specified corporate transactions as described in the Indenture agreement.
Upon conversion, the Convertible Notes will be settled in cash, shares of the Company’s common stock or any combination thereof at the Company’s option.
Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to purchase all or a portion of the Convertible Notes in principal amounts of $1 or an integral multiple thereof, for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. The conversion rate will be subject to adjustment upon the occurrence of certain specified events.
On or after the date that is one year after the last date of original issuance of the Convertible Notes, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending within the five trading days immediately preceding a conversion date is greater than or equal to 120% of the conversion price on each applicable trading day, the Company will make an interest make-whole payment to a converting holder (other than a conversion in connection with a make-whole fundamental change in which the conversion rate is adjusted) equal to the sum of the present values of the scheduled payments of interest that would have been made on the Convertible Notes to be converted had such Convertible Notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date if the Convertible Notes had not been so converted. The present values of the remaining interest payments will be computed using a discount rate equal to 2.0%. The Company may pay any interest make-whole payment either in cash or in shares of its common stock, at the Company’s election as described in the Indenture.

The Company accounts for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) by recording the liability and equity components of the convertible debt separately. The liability component is computed based on the fair value of a similar liability that does not include the conversion option. The liability component includes both the value of the embedded interest make-whole derivative and the carrying value of the Convertible Notes.  The equity component is computed based on the total debt proceeds less the fair value of the liability component. The equity component is also recorded as debt discount and amortized as interest expense over the expected term of the Convertible Notes.
The liability component of the Convertible Notes on the date of issuance was computed as $83,079, consisting of the value of the embedded interest make-whole derivative of $1,499 and the carrying value of the Convertible Notes of $81,580. Accordingly, the equity component on the date of issuance was $23,921. If the debt will be considered current at the balance sheet date, the liability component of the convertible notes will be classified as current liabilities and presented in current portion of convertible notes debt and the equity component of the convertible debt will be considered a redeemable security and presented as redeemable equity on the Company's Condensed Consolidated Balance Sheet.

- 22 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Offering costs of $4,286 related to the issuance of the Convertible Notes are allocated to the liability and equity components in proportion to the allocation of the proceeds and accounted for as deferred financing offering costs and equity issuance costs, respectively. Approximately $972 of this amount was allocated to equity and the remaining $3,314 were capitalized as deferred financing offering costs.
The debt discounts and deferred financing offering costs on the Convertible Notes are being amortized to interest expense over the contractual terms of the Convertible Notes, using the effective interest method at an effective interest rate of 12.82%.
As of September 30, 2017, the remaining life of the Convertible Notes is approximately 51 months.

The following table summarizes how the issuance of the Convertible Notes is reflected in the Company's Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016.
 
Related party
 
Others
 
Total
Balance as of September 30, 2017
 
 
 
 
 
Gross proceeds
$
10,000

 
$
97,000

 
$
107,000

Unamortized debt discounts and deferred financing offering costs
(2,153
)
 
(23,213
)
 
(25,366
)
Net carrying amount
$
7,847

 
$
73,787

 
$
81,634

 
 
 
 
 
 
Balance as of December 31, 2016
 
 
 
 
 
Gross proceeds
$
10,000

 
$
97,000

 
$
107,000

Unamortized debt discounts and deferred financing offering costs
(2,436
)
 
(26,190
)
 
(28,626
)
Net carrying amount
$
7,564

 
$
70,810

 
$
78,374

 
The following table sets forth the Company's interest expense recognized in the Company's Condensed Consolidated Statements of Operations:
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Related party
 
Others
 
Total
 
Related party
 
Others
 
Total
Accrued coupon interest expense
$
137

 
$
1,334

 
$
1,471

 
$
412

 
$
4,001

 
$
4,413

Amortization of debt discounts
94

 
897

 
991

 
275

 
2,608

 
2,883

Amortization of deferred financing offering costs
3

 
127

 
130

 
8

 
369

 
377

Total convertible notes interest expense
$
234

 
$
2,358

 
$
2,592

 
$
695

 
$
6,978

 
$
7,673


- 23 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 13. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 consisted of the following:
 
September 30, 2017
 
Total
 fair value
 
Quoted price in active markets for identical assets
 (Level 1)
 
Significant other observable inputs
(Level 2)
 
Significant unobservable inputs
 (Level 3)
Assets - Cash equivalents
$
64,279

 
$
64,279

 
$

 
$

Liabilities - Interest make-whole derivative
26

 

 

 
26

 
December 31, 2016
 
Total
 fair value
 
Quoted price in active markets for identical assets
 (Level 1)
 
Significant other observable inputs
(Level 2)
 
Significant unobservable inputs
 (Level 3)
Assets - Cash equivalents
$
146,287

 
$
146,287

 
$

 
$

Liabilities - Interest make-whole derivative
271

 

 

 
271


The Company’s intangible assets and goodwill are initially measured at fair value and any subsequent adjustment to the initial fair value occurs only if an impairment charge is recognized. The fair values of the Company’s marketable securities and cash equivalents (consisting of mainly money market accounts) are based on quoted market prices in active markets with no valuation adjustment.
Level 3 Inputs
In December 2016, the Company issued $107,000 in aggregate principal amount of Convertible Notes due December 15, 2021, of which $10,000 issued to a related party (See Note 12). The Convertible Notes include an interest make-whole feature whereby if a noteholder converts any of the Convertible Notes one year after the last date of original issuance of the Convertible Notes, they are entitled, in addition to the other consideration payable or deliverable in connection with such conversion, to an interest make-whole payment equal to the sum of the present values of the scheduled payments, computed using a discount rate equal to 2.0%, of interest that would have been made on the Convertible Notes to be converted had such Convertible Notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date if the Convertible Notes had not been so converted. The Company may pay any interest make-whole payment either in cash or in shares of its common stock, at the Company’s election as described in the Indenture. The Company has determined that this feature is an embedded derivative and have recognized the fair value of this derivative as a liability in the Company's Condensed Consolidated Balance Sheets, with subsequent changes to fair value recorded through earnings at each reporting period as part of other income, net on the Company's Condensed Consolidated Statements of Operations as change in fair value of derivative liability.  
The following tables set forth a summary of changes in the fair value of Level 3 liabilities for the three and nine months ended September 30, 2017:
 
 
June 30, 2017
 
Additions
 
Change in fair value
 
September 30, 2017
Interest make-whole derivative liability:
 
 
 
 
 
 
 
 
Related party
 
$
3

    
$

    
$
(1
)
 
$
2

Others
 
29

    

    
(5
)
 
24

 
 
$
32

 
$

 
$
(6
)
 
$
26


- 24 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

 
 
December 31, 2016
 
Additions
 
Change in fair value
 
September 30, 2017
Interest make-whole derivative liability:
 
 
 
 
 
 
 
 
Related party
 
$
25

    
$

    
$
(23
)
 
$
2

Others
 
246

    

    
(222
)
 
24

 
 
$
271

 
$

 
$
(245
)
 
$
26

As of September 30, 2017 and December 31, 2016, the fair value and carrying value of the Company's Convertible Notes were:
 
 
 
Fair value
 
Carrying value
 
Face value
 
 
 

 
 

 
 

5.5% convertible senior notes due December 15, 2021:
 
 
 
 
 
 
Balance as of September 30, 2017
 
 
 
 
 
 
Related party
 
$
7,140

    
$
7,847

    
$
10,000

Others
 
69,254

 
73,787

 
97,000

 
 
$
76,394

 
$
81,634

 
$
107,000

Balance as of December 31, 2016
 
 
 
 
 
 
Related party
 
$
11,081

    
$
7,564

    
$
10,000

Others
 
107,491

 
70,810

 
97,000

 
 
$
118,572

 
$
78,374

 
$
107,000


The fair value shown above represents the fair value of the debt instrument, inclusive of both the debt and equity components, but excluding the derivative liability. The carrying value represents only the carrying value of the debt component.

Note 14. Commitments and Contingencies
The Company's principal commitments consist of obligations under its outstanding debt obligations, non-cancelable leases for its office space and certain equipment and vendor contracts to provide research services, and purchase obligations under license agreements and reseller agreements.
Lease Arrangements
The Company leases both real estate and equipment used in its operations and classifies those leases as either operating or capital leases for accounting purposes. As of September 30, 2017 and December 31, 2016, the Company had no material capital leases and the remaining lives of its operating leases ranged from one to five years.
Rental expense associated with operating leases is charged to expense in the year incurred and is included in the Condensed Consolidated Statements of Operations. For the three months ended September 30, 2017 and 2016, the rental expense was charged to selling, general and administrative expense in the amount of $1,062 and $1,111, respectively. For the nine months ended September 30, 2017 and 2016, the rental expense was charged to selling, general and administrative expense in the amount of $3,577 and $3,351, respectively.
Related Party Promissory Note
On January 4, 2016, the Company executed a $112,666 demand promissory note in favor of NantCapital to fund the acquisition of NaviNet, On May 9, 2016 and December 15, 2016, the promissory note with NantCapital was amended to provide that all outstanding principal and accrued interest is due and payable on June 30, 2022 and not on demand, and the Promissory Note was subordinated in right of payment to the Convertible Notes (See Note 13).

- 25 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Indenture obligations under Convertible Notes
On December 21, 2016, the Company entered into the Indenture relating to the issuance of the $107,000 Convertible Notes, by and between the Company and U.S. Bank National Association the Trustee. The interest rates are fixed at 5.50% per year, payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2017. The Convertible Notes will mature on December 15, 2021, unless earlier repurchased by the Company or converted pursuant to their terms (See Note 12).
Purchase obligations Under License Agreements and Reseller Agreements
In September 2016, the Company entered into a Second Amended and Restated Reseller Agreement for genomic and proteomic sequencing services and related bioinformatics and analysis services with NantOmics, with an effective date of June 19, 2015 (See Note 20).
In August 2017, the Company and Allscripts modified the amended and restated mutual license and reseller agreement dated June 26, 2015, as amended, such that, among other things, the Company committed to deliver a minimum dollar amount of total bookings over a ten year period (See Note 3).
Regulatory Matters
The Company is subject to regulatory oversight by the U.S. Food and Drug Administration and other regulatory authorities with respect to the development, manufacturing, and sale of some of the solutions. In addition, the Company is subject to the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act and related patient confidentiality laws and regulations with respect to patient information. The Company reviews the applicable laws and regulations regarding effects of such laws and regulations on its operations on an on-going basis and modifies operations as appropriate. The Company believes it is in substantial compliance with all applicable laws and regulations. Failure to comply with regulatory requirements could have a significant adverse effect on the Company’s business and operations.
Legal Matters
The Company is, from time to time, subject to claims and litigation that arise in the ordinary course of its business. The Company intends to defend vigorously any such litigation that may arise under all defenses that would be available. Except as discussed below, in the opinion of management, the ultimate outcome of proceedings of which management is aware, even if adverse to them, would not have a material adverse effect on the Company’s Condensed Consolidated Financial Condition or Results Of Operations. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Securities Litigation
In March 2017, a number of putative class action securities complaints were filed in U.S. District Court for the Central District of California, naming as defendants the Company and certain of its executive officers and directors. These complaints have been consolidated with the lead case captioned Deora v. NantHealth, Inc., 2:17-cv-01825.  In June 2017, the lead plaintiffs filed an amended consolidated complaint, which generally alleges that defendants violated federal securities laws by making material misrepresentations in NantHealth’s initial public offering registration statement and in subsequent public statements.  In particular, the complaint refers to various third-party articles in alleging that defendants misrepresented NantHealth’s business with the University of Utah, donations to the university by non-profit entities associated with the Company's founder Dr. Soon-Shiong, and orders for GPS Cancer.  The lead plaintiffs seek unspecified damages and other relief on behalf of putative classes of persons who purchased or acquired NantHealth securities in the IPO or on the open market from June 1, 2016 through May 1, 2017. Defendants have filed a motion to dismiss.  The Company believes that the claims lack merit and intend to vigorously defend the litigation. 

In May 2017, a putative class action complaint was filed in California Superior Court, Los Angeles County, asserting claims for violations of the Securities Act based on allegations similar to those in Deora.  That case is captioned Bucks County Employees Retirement Fund v. NantHealth, Inc., BC 662330. The parties have agreed to a stay of the case pending resolution of the motion to motion to dismiss in in the federal Deora case. The Company believes that the claims lack merit and intend to vigorously defend the litigation.


- 26 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

In August 2017, a putative shareholder derivative action was filed in California Superior Court, Los Angeles County, captioned Engleman v. Soon-Shiong, et al., BC 671261. The complaint contains allegations similar to those in Deora, but asserts causes of action on behalf of NantHealth against various of the Company’s current or former directors and officers for alleged breaches of fiduciary duty, abuse of control, gross mismanagement, and unjust enrichment. The Company is named solely as a nominal defendant. The Company has filed a motion to dismiss the case based on a provision in the Company's corporate charter requiring derivative actions to be brought in Delaware. The Company believes that the claims lack merit and intend to vigorously defend the litigation.

The monetary and other impact of these actions may remain unknown for substantial periods of time. The cost to defend, settle or otherwise resolve these matters may be significant and divert management's attention. The Company cannot assure you that it will prevail in these lawsuits. If the Company is ultimately unsuccessful in these matters, the Company could be required to pay substantial amounts which might materially adversely affect its business, operating results and financial condition.
Note 15. Income Taxes
The provision for income taxes for the three months ended September 30, 2017 and 2016 in continuing operations was $30 and $55, respectively. The provision for income taxes for the nine months ended September 30, 2017 was $85 and the benefit from income taxes for nine months ended September 30, 2016 was $19,203, in continuing operations. The tax provision for income taxes for the three and nine months ended September 30, 2017 and September 30, 2016 in continuing operations included an income tax provision for the consolidated group based on an estimated annual effective tax rate. Prior to June 1, 2016 the provision for income taxes consisted of income tax provision for the corporate subsidiaries of NantHealth. For the three and nine months ended September 30, 2016, the tax benefit was mostly attributed to the reduction of deferred tax liability as a result of the amortization of NaviNet’s purchase accounting intangibles and the conversion of NantHealth from an LLC to a C corporation.

The effective tax rates for the three months ended September 30, 2017 and 2016 were a provision of 0.13% and 0.21% in continuing operations, respectively. The effective tax rates for the nine months ended September 30, 2017 and 2016 were a provision of 0.08% and a benefit of 17.25% in continuing operations, respectively. The effective tax rate for the three and nine months ended September 30, 2017 differed from the U.S. federal statutory rate of 34% primarily as a result of nondeductible expenses, state income taxes, foreign income tax rate differential and the impact of a full valuation allowance on its net deferred tax assets. The effective tax rate for the three and nine months ended September 30, 2016 differed from the federal statutory rate primarily due to the fact that Nant Health, LLC was a limited liability company during most of that period. It converted from a pass-through entity to a C corporation, NantHealth, Inc., on June 1, 2016. Prior to the LLC Conversion, the tax provision represented that of Nant Health, LLC’s corporate subsidiaries.
The Company has evaluated all available evidences supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If/when the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period(s) such determination is made. The Company files income tax returns in the U.S. Federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. One of the Company’s corporate subsidiary, Assisteo Holding, Inc, has recently completed an IRS audit for the tax year 2014 with no significant adjustments. The Company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2012 or prior, however, its tax attributes, such as net operating loss (“NOL”) carryforwards and tax credits, are still subject to examination in the year they are used.
Note 16. Stockholders’ Equity
Allscripts Stock
As discussed in Note 3, Allscripts conveyed to the Company 15,000,000 shares of Company's common stock at par value of $0.0001 per share that were previously owned by Allscripts as consideration for the acquired Business upon Disposition.
Initial Public Offering
On June 7, 2016, the Company completed its IPO of 6,500,000 shares of common stock at a public offering price of $14.00 per share. Additionally, on June 9, 2016, the underwriters partially exercised their overallotment option to purchase an additional 400,000 shares of the common stock at $14.00 per share. The Company received $83,566 in proceeds from its IPO, after deducting underwriting discounts and commissions and offering costs of $13,034.

- 27 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)


In connection with the pricing of the Company’s IPO on June 1, 2016, $40,590 of principal and accrued interest on the Company’s related party promissory notes with NantOmics was converted into 2,899,297 shares of the Company’s common stock.

On July 25, 2016, the Company issued 1,056,689 shares of common stock, after withholding approximately 538,794 shares to satisfy tax withholding obligations, to participants of the Phantom Unit Plan based in the United States whose phantom units vested as a result of the IPO. The Company made a cash payment of $5,738 to cover employee withholding taxes upon the settlement of these vested phantom units.  The Company also paid $235 on August 9, 2016 to cash-settle 16,818 vested phantom units held by participants of the Phantom Unit Plan at the time of the IPO who were based outside of the United States.
LLC Conversion and Reverse Split
Upon completion of the LLC Conversion on June 1, 2016, (a) all of the Company’s outstanding units automatically converted into shares of common stock, based on the relative rights of the Company's pre-IPO equityholders as set forth in the Company's limited liability company agreement (the "LLC Agreement") and (b) the Company adopted and filed a certificate of incorporation with the Secretary of State of the state of Delaware and adopted bylaws. The Company adopted and filed an amendment to its certificate of incorporation (the "Amended Certificate of Incorporation") with the Secretary of State of the state of Delaware to effect a 1-for-5.5 reverse stock split of its common stock on June 1, 2016.

Below is a summary of the number of member units pre LLC Conversion as converted into common shares:
 
Pre Conversion
(Units)
Former Series A Unit Holders
420,255,676

Former Series B Unit Holders
19,109,603

Former Series C Unit Holders
3,470,254

Former Series D Unit Holders
3,572,066

Former Series E Unit Holders
35,720,664

Former Series G Unit Holders
59,099,908

Former Series H Unit Holders
15,513,726

Total Member Units
556,741,897


The units in the table above were converted to 99,661,906 shares of common stock, of which 10,462 shares of restricted stock. The members’ equity balance of $525,388 was reclassified into common stock and additional paid-in capital in the Condensed Consolidated Balance Sheet as of June 1, 2016.
LLC Agreement and Amended Certificate of Incorporation
Prior to the LLC Conversion, the Company’s operations were governed by its LLC Agreement. Upon the consummation of the LLC Conversion, the Company converted into a corporation, and the LLC Agreement no longer governs the Company's operations or the rights of its equityholders.
The LLC Agreement provided that the board of directors had the power and discretion to manage and control the business, property and affairs of the company, but that certain actions required the consent of certain of the Company's former members. Under the LLC Agreement, the Company had units authorized, including Series A through H units. Each equityholder holding Series A, B, D, E, F, G or H units had one vote for each unit held. Profits interests units awarded under the Nant Health, LLC Profits Interests Plan (the "Profits Interests Plan") took the form of Series C units of the Company. Holders of Series C units did not have the right to vote. The LLC Agreement also set forth the rights of and restrictions on unitholders, including certain rights of first refusal and preemptive and co-sale rights. The LLC Agreement also provided that, upon the LLC Conversion, the allocation of shares of the Company's common stock among the pre-IPO equityholders was dependent upon the IPO price of its common stock, based on the relative rights of the pre-IPO equityholders as set forth in the LLC Agreement. As a result, as part of the LLC Conversion, the Company set the actual allocation of shares among its pre-IPO equityholders based upon the IPO price of its common stock.

- 28 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Concurrently with the consummation of the LLC Conversion, the LLC Agreement was terminated, other than certain provisions relating to certain pre-termination tax matters and certain liabilities.

In accordance with the Company’s amended and restated certificate of incorporation, which was filed immediately following the closing of its IPO, the Company is authorized to issue 750,000,000 shares of common stock, with a par value of $0.0001 per share, and 20,000,000 shares of undesignated preferred stock, with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of its stockholders. Holders of the Company’s common stock have no cumulative voting rights. Further, as of September 30, 2017 and December 31, 2016, holders of the Company’s common stock have no preemptive, conversion, redemption or subscription rights and there are no sinking fund provisions applicable to the Company’s common stock. Upon liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors. As of September 30, 2017 and December 31, 2016, there were no outstanding shares of preferred stock.
2016 NaviNet Equity Issuances

On January 1, 2016, the Company issued 15,513,726 Series H units to 3BE Holdings, LLC for the acquisition of NaviNet at a purchase price of $3.3841 per unit for an aggregate amount of $52,500. The Series H units had substantially the same rights and preferences as the former Series B, D, E, F and G units that were outstanding at the time. On June 1, 2016, the Series H units issued to 3BE Holdings, LLC were converted into 3,749,998 shares of the Company’s common stock.
Other Equity Contributions

In January 2015, the Company entered into an agreement to provide certain research related sequencing services to a research institution. The agreement provides that the institution pay the Company $10,000 in exchange for the Company providing sequencing services. Certain public and private charitable 501(c)(3) non-profit organizations provided partial funding for the sequencing and related bioinformatics costs associated with the project. The Company’s Chairman and CEO serves as the CEO and a member of the board of directors of each of the non-profit organizations and by virtue of these positions he may have influence or control over these organizations. The institution was not contractually or otherwise required to use the Company’s molecular profiling solutions or any of the Company’s other products or services as part of the charitable gift, however, the institution did not have a requirement to order or pay for the services unless it first received private donor funding for the project. As a result, the Company does not classify the fees related to this project as revenue but instead classifies the amounts as deemed capital contributions from the Company's Chairman and CEO. During the three and nine months ended September 30, 2016, $1,800 and $3,420, respectively was recorded as a deemed capital contribution within members' equity or stockholders' equity, and through December 31, 2016 the total $10,000 amount was recorded as a deemed capital contribution within members' equity or stockholders' equity. During the three and nine months ended September 30, 2016, $1,080 and $2,052, respectively of costs were recorded as other services cost of revenue related to the service performed.

In December 2016, the Company entered into an agreement to provide genomic and proteomic sequencing and related bioinformatics services to an institution related to cancer research. The agreement provides that the institution pay the Company a fixed per-test fee in exchange for the services to be provided by the Company. A private charitable 501(c)(3) non-profit organization controlled by the Company’s Chairman and CEO also made a charitable gift to the institution in December 2016. The gift does not contractually or otherwise require the institution to use the Company’s molecular profiling solutions or any of the Company’s other products or services. No amounts related to this arrangement have been recognized in the Company’s Condensed Consolidated Balance Sheets or Statements of Operations as of or for the three and nine months ended September 30, 2017. During July 2017, the agreement with the institution was canceled.
Redeemable Series F Units / Common Stock
On June 20, 2014, the Kuwait Investment Office (“KIO”) purchased 53,580,996 Series F units of the Company through a Delaware blocker corporation, KHealth Holdings, Inc. (“KHealth”), at a purchase price of $2.7995 per unit for an aggregate amount of $150,000. KIO is the London Office of the Kuwait Investment Authority (“KIA”). As part of the investment, KIO had the right and option, but not the obligation, to require NantHealth to redeem 100% of the outstanding shares of KHealth at an amount equal to the original purchase price of $150,000 plus accrued annual interest of 7.0% if the Company had not (i) filed a registration statement on Form S-1 with the Securities and Exchange Commission on or before December 20, 2015 or (ii) had not completed a qualified initial public offering on or before June 20, 2016 (the “Put Right”). KIO did not exercise the Put Right, and it expired as of June 20, 2016.

- 29 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

As of December 31, 2015, the Company determined that the redemption of the Series F units was probable due to the uncertainty of completing a qualified initial public offering under prong (ii) and, as such, accrued $16,042 of interest as a reduction to members’ equity. Prior to December 31, 2015, the Company had concluded that redemption was not probable and had not adjusted the carrying value of such units to redemption value. The Series F units were classified in the Condensed Consolidated balance sheet as of December 31, 2015 as temporary equity as a result of the contingent redemption feature.
As part of the LLC Conversion, the Series F units converted to 10,714,285 shares of redeemable common stock as of June 1, 2016. Since the Put Right expired unexercised on June 20, 2016, the shares of common stock owned by KIO are no longer redeemable and are included in Stockholders’ equity.
Letter Agreement with NantWorks
On May 22, 2016, the Company signed a letter agreement with NantWorks whereby NantWorks agreed to purchase directly from KIO all of the outstanding shares of KHealth if KIO had elected to exercise its Put Right. KIO did not exercise its Put Right (which expired by its terms on June 20, 2016) and NantWorks, therefore did not purchase these shares.

The change in net carrying amount of the Series F units and common stock owned by KIO through June 20, 2016 consisted of the following:
 
Redeemable Series F Units
 
Redeemable Common Stock
 
Common Stock and Additional-Paid-in-Capital
Balance at December 31, 2015
$
166,042

 
$

 
$

Accretion to redemption value
2,625

 

 

Balance at March 31, 2016
168,667

 

 

Accretion to redemption value
1,750

 

 

Balance at June 1, 2016 pre-LLC Conversion
170,417

 

 

LLC Conversion
(170,417
)
 
170,417

 

Balance at June 1, 2016 post-LLC Conversion

 
170,417

 

Accretion to redemption value

 
583

 

Balance at June 20, 2016 pre expiration of Put Right

 
171,000

 

Expiration of Put Right at June 20, 2016

 
(171,000
)
 
171,000

Balance at June 20, 2016 post expiration of Put Right
$

 
$

 
$
171,000


- 30 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 17. Stock Based Compensation
The following table reflects the components of stock-based compensation expense recognized in the Company's Condensed Consolidated Statements of Operations:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
Series C / Restricted Stock -
 
 
 
 
 
 
 
Research and development
$
34

 
$
45

 
$
80

 
$
(225
)
 
 
 
 
 
 
 
 
Phantom units:
 
 
 
 
 
 
 
Cost of revenue
(239
)
 
(122
)
 
247

 
4,613

Selling, general and administrative
(11
)
 
2,433

 
(655
)
 
24,288

Research and development
44

 
1,220

 
(110
)
 
11,779

Discontinued operations
(4,792
)
 
1,618

1,618

(3,591
)
 
8,527

Total phantom units stock-based compensation expense
(4,998
)
 
5,149

 
(4,109
)
 
49,207

 
 
 
 
 
 
 
 
Stock options -
 
 
 
 
 
 
 
Selling, general and administrative
2

 

 
(47
)
 

 
 
 
 
 
 
 
 
Total stock based compensation expense
(4,962
)
 
5,194

 
(4,076
)
 
48,982

Amount capitalized to internal-use software and deferred implementation costs
(68
)
 
1,594

 
661

 
1,594

Total stock-based compensation cost
$
(5,030
)
 
$
6,788

 
$
(3,415
)
 
$
50,576

Retired Profits Interests Plan
On December 3, 2013, the Company adopted the Profits Interests Plan under which it had reserved an aggregate of 63,750,000 Series C units for issuance to associates, consultants and contractors of the Company in consideration for bona fide services provided to the Company.
The Series C units were considered profits interests of the Company and did not entitle their holders (the “Series C Members”) to receive distributions if the Company were liquidated immediately after the grant. Instead, the Series C Members were entitled to receive an allocation of a portion of the profit and loss of the Company arising after the date of the grant and, subject to vesting conditions, distributions made out of a portion of the profits of the Company arising after the grant date of the Series C units. Grants of the Series C units were either fully vested, partially vested, or entirely unvested at the time of the grant as determined by the Board.
Series C Members were not entitled to receive any distributions until the aggregate distributions made by the Company exceeded a hurdle amount applicable to those Series C units. The hurdle amount for each grant was determined by the Board at the date of issuance of such units. After all other members received their applicable hurdle amount, the Series C Members were entitled to receive their percentage interest of such excess distributions.
As of December 31, 2015 and through the date of the LLC Conversion, the Company had 3,470,254 Series C units outstanding.
Upon the LLC Conversion (See Note 16) on June 1, 2016, the Company issued 28,973 shares of common stock to holders of vested Series C units and 10,462 shares of restricted stock to holders of unvested Series C units. The shares of restricted stock issued to holders of unvested profits interests are subject to forfeiture until becoming fully vested in accordance with the terms of the original Series C unit grant agreements (See Restricted Stock below).

- 31 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Phantom Unit Plan
On March 31, 2015, the Company approved the Nant Health, LLC Phantom Unit Plan (the “Phantom Unit Plan”). The maximum number of phantom units that may be issued under the Phantom Plan is equal to 11,590,909 minus the number of issued and outstanding Series C units of the Company. As of September 30, 2017, there were 1,651,090 phantom units outstanding under the Phantom Unit Plan, after giving effect to the 1-for-5.5 reverse stock split. Each grant of phantom units made to a participant under the Phantom Unit Plan vests over a defined service period, subject to completion of a liquidity event. The Company’s IPO satisfied the liquidity event condition and the phantom units now entitle their holders to cash or non-cash payments in an amount equal to the number of vested units held by that participant multiplied by the fair market value of one share of the Company’s common stock on the date each phantom unit vests. After the Company’s IPO, the Company will no longer issue any units under the Phantom Unit Plan.

The Company intends to settle all vested phantom unit payments held by United States-based participants in shares of the Company’s common stock and classifies these awards as equity awards in its Condensed Consolidated Balance Sheet. Awards held by participants who are based outside of the United States will be settled in cash and are classified within accrued and other current liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2017 and December 31, 2016.

The following table summarizes the activity related to the unvested phantom units during the nine months ended September 30, 2017:
 
Number of Units
 
Weighted
Average Grant
date value per
phantom unit
Unvested phantom units outstanding - December 31, 2016
4,322,080

 
$
14.95

   Granted
113,656

 
$
4.75

   Vested
(1,153,593
)
 
$
14.57

   Forfeited
(692,334
)
 
$
14.79

Unvested phantom units outstanding - June 30, 2017
2,589,809

 
$
14.66

   Granted

 
$

   Vested
(21,651
)
 
$
15.86

   Forfeited
(917,068
)
 
$
14.84

Unvested phantom units outstanding - September 30, 2017
1,651,090

 
$
14.56


During the three and nine months ended September 30, 2016, the Company granted 995,364 phantom units to employees of related companies who are providing services to the Company under the shared services agreement with NantWorks (See Note 20) as well as certain consultants of the Company. Stock compensation expense for the phantom units issued to these participants is re-measured at the end of each reporting period until the awards vest. All other grants of phantom units have been made to employees of the Company. The Company uses the accelerated attribution method to recognize expense for all phantom units since the awards’ vesting was subject to the completion of a liquidity event. The grant date fair value of the phantom units granted prior to LLC Conversion was estimated using both an option pricing method and a probability weighted expected return method.
 
As of September 30, 2017, the Company had $6,547 of unrecognized stock based compensation expense related to phantom units which will be recognized over a weighted-average period of 1.6 years. Of that amount, $5,853 of unrecognized expense is related to employee grants with a weighted-average period of 1.5 years and $694 of unrecognized expense is related to non-employee grants with a weighted-average period of 1.7 years.

During the three and nine months ended September 30, 2017, the Company issued 9,906 and 713,269 shares, respectively, of common stock to participants of the Phantom Unit Plan based in the United States, after withholding approximately 6,796 and 397,752 shares, respectively, to satisfy tax withholding obligations. The Company made a cash payment of $29 and $2,739 to cover employee withholding taxes upon the settlement of these vested phantom units during the three and nine months ended September 30, 2017, respectively. During the three and nine months ended September 30, 2017 the Company also paid $0 and $300, respectively, to cash-settle 2 and 59,276 vested phantom units, respectively, held by participants of the Phantom Unit Plan based outside of the United States, and to pay cash in lieu of fractional shares for vested units held by participants based in the United States.

- 32 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

2016 Equity Incentive Plan
In May and June of 2016, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2016 Equity Incentive Plan (“the 2016 Plan”) in connection with the Company’s IPO. The 2016 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants. A total of 6,000,000 shares of common stock were reserved for issuance pursuant to the 2016 Plan.
Restricted Stock
The Company issued 10,462 shares of restricted stock under the 2016 Plan on June 1, 2016, in connection with the conversion of the Series C units, of which 3,486 were vested and converted into unrestricted common stock during 2016, and as of September 30, 2017 and December 31, 2016 there were 6,976 shares of restricted stock.
Total stock-based compensation expense of $145 is expected to be recognized on a straight-line basis over approximately the next 1.1 years for the unvested restricted stock outstanding as of September 30, 2017. The unrecognized stock compensation relates to nonemployees and the awards are being accounted for pursuant to ASC 505-50. Stock compensation expense for the Series C units/restricted stock issued to the nonemployees is calculated based on the fair value of the award on each balance sheet date and the attribution of that cost is being recognized ratably over the vesting period.

Stock Options
During the year ended December 31, 2016, the Company issued 500,000 stock options under the 2016 equity incentive plan to Mark Burnett, who is a non-employee member of the Company’s Board of Directors, with exercise price of $14.00. The award is being accounted for pursuant to ASC 505-50. Stock compensation expense issued to the nonemployees is calculated based on the fair value of the award on each balance sheet date and the attribution of that cost is being recognized ratably over the vesting period. The Company has utilized the Black-Scholes option-pricing model to determine the fair value of the stock options.
As of September 30, 2017, the Company had $21 of unrecognized stock based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.65 years.
Note 18. Restructuring
Concurrent with the sale to Allscripts (See Note 3), the Company performed a reorganization of its operations intended to improve efficiency and better align the Company's costs and employment structure with its strategic plans. The reorganization includes a workforce reduction. Upon signing release agreements, impacted employees were eligible to receive severance payments in specified amounts, and general benefits for specified periods in accordance with our policies and local requirements.
In the three and nine months ended September 30, 2017, the Company recorded restructuring charges of approximately $1,340 associated with the termination of the employees. In connection with the termination, the Company reversed previously estimated stock based compensation of $1,549 as a result of the forfeiture of unvested awards. The Company recorded these charges in cost of revenue, general and administrative, and research and development expenses based on responsibilities of the impacted employees.
The Company recorded $362 and $2,298 of restructuring charges related to reduction in employees in the three months and nine months ended September 30, 2016, respectively.
The Company's restructuring accrual activity for the nine months ended September 30, 2017 is summarized as follows:
 
Balance as of December 31, 2016
 
Expenses, Net
 
Cash
 
Balance as of September 30, 2017
Employee severance and other personnel benefits liability
$

 
$
1,340

 
$
(1,028
)
 
$
312


- 33 -

NantHealth, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 19. Net Income (Loss) Per Share
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income (loss) per share of common stock and redeemable common stock for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
Common Stock
 
Common Stock
 
Redeemable Common Stock
 
Common Stock
 
Common Stock
 
Redeemable Common Stock
Net income (loss) per share numerator:
 
 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations
$
(23,015
)
 
$
(26,392
)
 
$

 
$
(108,839
)
 
$
(92,106
)
 
$

Net loss from discontinued operations
(19,383
)
 
(10,482
)
 

 
(44,738
)
 
(32,045
)
 
$

Total net loss
$
(42,398
)
 
$
(36,874
)
 
$

 
$
(153,577
)
 
$
(124,151
)
 
$

Accretion to redemption value of series F/redeemable common stock

 

 

 

 
(4,958
)
 
4,958

Net income (loss) for basic and diluted net income (loss) per share
$
(42,398
)
 
$
(36,874
)
 
$

 
$
(153,577
)
 
$
(129,109
)
 
$
4,958

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share denominator:
 
 
 
 
 
 
 
 
 
 
 
Weighted-average shares for basic net loss per share
115,924,122

 
121,245,440

 

 
119,745,231

 
108,359,973

 
6,686,653

Effect of dilutive securities

 

 

 

 

 

Weighted-average shares for dilutive net income (loss) per share
115,924,122

 
121,245,440

 

 
119,745,231

 
108,359,973

 
6,686,653

 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share from continuing operations
$
(0.20
)
 
$
(0.22
)
 
$
R