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, 2018  
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 every Interactive Data File required to be submitted 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 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
x
 
 
 
 
Non-accelerated filer
o
Smaller reporting company
x
 
 
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 19, 2018, the registrant had 109,491,277 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, 2018
Table of contents


 
 
Page
PART I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
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 GPS Cancer, Liquid GPS, DeviceConX, HBox, Vitality, VitalsConX, NaviNet, NaviNet Open, Eviti, Eviti | Connect, and other marks relating to our product lines 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 -


EXPLANATORY NOTE ON FILING
NantHealth, Inc. (the "Company") was unable to file this Quarterly Report on Form 10-Q (the "Report") or before November 9, 2018 due to disruptions caused by Hurricane Michael. Specifically, the Company and key personnel responsible for preparing and filing elements of the Report were displaced and unable to access necessary accounting records due to power outages, disabled internet and computer systems, extensive damage, and other adverse circumstances caused to the Company's Panama City, Florida, office by Hurricane Michael.

The Company is filing this Report in reliance upon the order issued by the Securities and Exchange Commission on October 16, 2018, conditionally exempting reporting persons or entities affected by Hurricane Michael from certain filing requirements imposed by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the period October 10, 2018 to November 21, 2018.


- 3 -


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 and to accelerate commercial growth of our sequencing and molecular analysis solutions and our other products and services;
our plans or ability to obtain reimbursement for our sequencing and molecular analysis solutions, 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, including new features and functionality for our existing 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 expectation regarding the period during which we qualify as an emerging growth company under the JOBS Act;
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.

- 4 -


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.

- 5 -


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

- 6 -

NantHealth, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands)

    
 
September 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
22,841

 
$
61,660

Accounts receivable, net
17,202

 
11,491

Inventories
654

 
839

Deferred implementation costs
11

 
1,960

Related party receivables, net
1,293

 
585

Prepaid expenses and other current assets
5,188

 
5,358

Total current assets
47,189

 
81,893

Property, plant, and equipment, net
24,942

 
18,517

Deferred implementation costs, net of current
3

 
3,951

Goodwill
115,930

 
114,625

Intangible assets, net
66,990

 
69,424

Investment in related party
59,000

 
156,863

Related party receivable, net of current
1,611

 
1,727

Other assets
1,848

 
2,195

Total assets
$
317,513

 
$
449,195

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
2,222

 
$
3,164

Accrued and other current liabilities
15,562

 
18,134

Deferred revenue
14,866

 
10,057

Related party payables, net
5,283

 
4,504

Total current liabilities
37,933

 
35,859

Deferred revenue, net of current
8,061

 
7,126

Related party liabilities
16,138

 
11,500

Related party promissory note
112,666

 
112,666

Related party convertible note, net
8,265

 
7,947

Convertible notes, net
78,230

 
74,845

Deferred income taxes, net
2,637

 
5,838

Other liabilities
2,388

 
112

Total liabilities
266,318

 
255,893

 
 
 
 
Stockholders' equity
 
 
 
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 109,491,277 and 108,383,602 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively (including 3,490 shares of restricted stock at both dates)
11

 
10

Additional paid-in capital
886,363

 
886,669

Accumulated deficit
(834,999
)
 
(693,233
)
Accumulated other comprehensive loss
(180
)
 
(144
)
Total stockholders' equity
51,195

 
193,302

Total liabilities and stockholders' equity
$
317,513

 
$
449,195

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

- 7 -

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,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Software-as-a-service related
$
15,937

 
$
15,205

 
$
48,323

 
$
44,948

Software and hardware related
1,450

 
1,523

 
3,790

 
5,400

Maintenance
2,522

 
2,696

 
7,357

 
8,183

Total software-related revenue
19,909

 
19,424

 
59,470

 
58,531

Sequencing and molecular analysis
742

 
1,025

 
2,506

 
1,985

Home health care services
1,641

 
1,311

 
4,627

 
3,862

Total net revenue
22,292

 
21,760

 
66,603

 
64,378

 
 
 
 
 
 
 
 
Cost of Revenue:
 
 
 
 
 
 
 
Software-as-a-service related
5,863

 
5,859

 
18,205

 
17,287

Software and hardware related
737

 
1,757

 
2,412

 
3,785

Maintenance
234

 
274

 
683

 
564

Amortization of developed technologies
1,233

 
1,143

 
3,700

 
4,029

Total software-related cost of revenue
8,067

 
9,033

 
25,000

 
25,665

Sequencing and molecular analysis
2,323

 
1,757

 
5,443

 
4,862

Home health care services
836

 
682

 
2,435

 
2,116

Total cost of revenue
11,226

 
11,472

 
32,878

 
32,643

 
 
 
 
 
 
 
 
Gross Profit
11,066

 
10,288

 
33,725

 
31,735

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Selling, general and administrative
17,001

 
17,521

 
56,123

 
54,181

Research and development
4,835

 
7,749

 
15,875

 
25,051

Amortization of acquisition-related assets
1,054

 
1,054

 
3,163

 
3,163

Total operating expenses
22,890

 
26,324

 
75,161

 
82,395

 
 
 
 
 
 
 
 
Loss from operations
(11,824
)
 
(16,036
)
 
(41,436
)
 
(50,660
)
Interest expense, net
(4,306
)
 
(4,067
)
 
(12,766
)
 
(12,049
)
Other income (expense), net
226

 
60

 
(928
)
 
308

Loss from related party equity method investment, including impairment
(83,306
)
 
(2,942
)
 
(89,512
)
 
(46,353
)
Loss from continuing operations before income taxes
(99,210
)
 
(22,985
)
 
(144,642
)
 
(108,754
)
Benefit from income taxes
(1,778
)
 
30

 
(3,429
)
 
85

Net loss from continuing operations
(97,432
)
 
(23,015
)
 
(141,213
)
 
(108,839
)
Loss from discontinued operations, net of tax
(32
)
 
(19,383
)
 
(1,817
)
 
(44,738
)
Net loss
$
(97,464
)
 
$
(42,398
)
 
$
(143,030
)
 
$
(153,577
)
 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
Continuing operations
 
 
 
 
 
 
 
Basic and diluted - common stock
$
(0.89
)
 
$
(0.20
)
 
$
(1.29
)
 
$
(0.91
)
Discontinued operations
 
 
 
 
 
 
 
Basic and diluted - common stock
$

 
$
(0.17
)
 
$
(0.02
)
 
$
(0.37
)
Total net income (loss) per share
 
 
 
 
 
 
 
Basic and diluted - common stock
$
(0.89
)
 
$
(0.37
)
 
$
(1.31
)
 
$
(1.28
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic and diluted - common stock
109,471,712

 
115,924,122

 
109,060,408

 
119,745,231


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

- 8 -

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


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Net loss
$
(97,464
)
 
$
(42,398
)
 
$
(143,030
)
 
$
(153,577
)
Share in related party equity investment - other comprehensive income (loss)
77

 
(302
)
 
77

 
(302
)
Amounts reclassified from accumulated other comprehensive income

 
(977
)
 

 
(977
)
  Other comprehensive income (loss) from foreign currency translation gain (loss)
(15
)
 
210

 
(113
)
 
290

Total other comprehensive income (loss)
62

 
(1,069
)
 
(36
)
 
(989
)
Comprehensive loss
$
(97,402
)
 
$
(43,467
)
 
$
(143,066
)
 
$
(154,566
)

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


- 9 -

NantHealth, Inc.
Condensed and Consolidated Stockholders’ Equity
(Dollars in thousands)
(Unaudited)

 
Common Stock
 
Additional
Paid-In Capital
 
Accumulated Deficit
 
Accumulated
Other
Comprehensive Income (Loss)
 
Total Equity
 
Shares
 
Amount
 
 
 
 
Balance at December 31, 2017
108,383,602

 
$
10

 
$
886,669

 
$
(693,233
)
 
$
(144
)
 
$
193,302

Modified retrospective adjustment on adoption of ASC 606

 

 

 
1,263

 

 
1,263

Stock-based compensation

 

 
2,655

 

 

 
2,655

Shares issued in connection with employee stock plans, net of shares withheld for employee taxes
208,344

 

 
(339
)
 

 

 
(339
)
Assignment of NantHealth Labs (formerly Liquid Genomics (see Note 18))

 

 
(3,785
)
 

 

 
(3,785
)
Other comprehensive income

 

 

 

 
110

 
110

Net loss

 

 

 
(22,168
)
 

 
(22,168
)
Balance at March 31, 2018
108,591,946

 
10

 
885,200

 
(714,138
)
 
(34
)
 
171,038

Stock-based compensation

 

 
1,808

 

 

 
1,808

Shares issued in connection with employee stock plans, net of shares withheld for employee taxes
793,614

 
1

 
(1,657
)
 

 

 
(1,656
)
Assignment of NantHealth Labs (formerly Liquid Genomics (see Note 18))

 

 
536

 

 

 
536

Other comprehensive loss

 

 

 

 
(208
)
 
(208
)
Net loss

 

 

 
(23,397
)
 

 
(23,397
)
Balance at June 30, 2018
109,385,560

 
11

 
885,887

 
(737,535
)
 
(242
)
 
148,121

Stock-based compensation

 

 
485

 

 

 
485

Shares issued in connection with employee stock plans, net of shares withheld for employee taxes
105,717

 

 
(9
)
 

 

 
(9
)
Other comprehensive income

 

 

 

 
62

 
62

Net loss

 

 

 
(97,464
)
 

 
(97,464
)
Balance at September 30, 2018
109,491,277

 
$
11

 
$
886,363

 
$
(834,999
)
 
$
(180
)
 
$
51,195

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


- 10 -

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

    
 
Nine Months Ended 
 September 30,
 
2018 (2)
 
2017 (2)
Cash flows from operating activities:
 
 
 
Net loss
$
(143,030
)
 
$
(153,577
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
16,486

 
23,288

Amortization of debt discounts and deferred financing offering cost
3,702

 
3,260

Change in fair value of derivatives liability
(7
)
 
(245
)
Stock-based compensation
4,805

 
(4,076
)
Deferred income taxes, net
(3,594
)
 
6,988

Provision for bad debt expense
141

 
155

Inventory provision

 
692

Loss from related party equity method investment including impairment
89,512

 
46,353

Loss on sale of business and dissolution of a business component

 
10,673

Other noncash expense
219

 

Impairment of equity securities (see note 10)
1,750

 

Accounts receivable, net
(1,644
)
 
(500
)
Inventories
185

 
61

Related party receivables, net
(592
)
 
637

Prepaid expenses and other current assets
1,678

 
(494
)
Deferred implementation costs
33

 
(1,951
)
Accounts payable
(988
)
 
(966
)
Accrued and other current liabilities
(3,126
)
 
(4,127
)
Deferred revenue
530

 
(2,053
)
Related party payables, net
5,014

 
2,108

Other assets and liabilities
2,579

 
305

Net cash used in operating activities
(26,347
)
 
(73,469
)
Cash flows from investing activities:
 
 
 
Purchase of property and equipment including internal use software
(9,394
)
 
(12,556
)
Proceeds from sale of business, net of cash disposed

 
1,721

Assignment of NantHealth Labs (formerly Liquid Genomics), net of cash assigned (see Note 18)
68

 

Net cash used in investing activities
(9,326
)
 
(10,835
)
Cash flows from financing activities:
 
 
 
Tax payments related to stock issued, net of stock withheld, for vested equity awards
(2,005
)
 
(2,740
)
Capital lease obligation payments
(93
)
 

Net cash used in financing activities
(2,098
)
 
(2,740
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(262
)
 
184

Net decrease in cash, cash equivalents and restricted cash
(38,033
)
 
(86,860
)
Cash, cash equivalents and restricted cash, beginning of period (1)
62,010

 
160,703

Cash, cash equivalents and restricted cash, end of period (1)
$
23,977

 
$
73,843


- 11 -

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

 
Nine Months Ended 
 September 30,
 
2018
 
2017 (2)
Supplemental disclosure of cash flow information:
 
 
 
Interest paid
$
(2,943
)
 
$
(2,836
)
Interest received
11

 
62

Noncash investing and financing activities:
 
 
 
Purchase of property and equipment (including internal use software)
285

 
811

Noncash consideration (common stock) from sale of Business (see Note 3) and subsequent retirement of stock

 
42,750

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
(1) Cash and cash equivalents included restricted cash of $350 and $1,136 at December 31, 2017 and September 30, 2018, respectively, and $350 at December 31, 2016 and September 30, 2017.
(2) The statements for 2017 and 2018 include cash flows of discontinued operations.

- 12 -

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. We market certain of our solutions as a comprehensive integrated solution that includes our molecular sequencing and analysis services, clinical decision support, and payer engagement solutions. We also market our molecular sequencing and analysis services, clinical decision support, payer engagement and connected care solutions on a stand-alone basis. 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 (see Note 3). The sale enabled the Company to focus on its core competencies of genomic sequencing, clinical decision support, connected care and payer engagement.
As of September 30, 2018, the Company conducted the majority of its operations in the United States, the United Kingdom, Singapore and Canada.
Basis of Presentation and Principles of Consolidation
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") 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. These Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended December 31, 2017. 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. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2017 has been derived from the audited Consolidated Financial Statements at that date, without retrospective application of ASC 606, Revenue from Contracts with Customers. The balance sheets do not include all of the disclosures required by GAAP. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The adoption of ASC 606 led to the treatment of costs to fulfill certain software and hardware related implementation services being accounted for as single performance obligations with the software and hardware products, and services provided. Classification in prior periods has been conformed to the current period presentation. As a result of the reclassification, we have changed the names of several of our reported product categories. Software and hardware has become Software and hardware related, Software-as-a-service has become Software-as-a-service related, and Other services has become Home health care services.
The Company believes its existing cash, cash equivalents and ability to borrow from affiliated entities will be sufficient to fund operations through at least 12 months following the issuance date of the financial statements based upon the Company’s Chairman and CEO’s intent and ability to support the Company’s operations with additional funds as required. The Company may also 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. However, the Company may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, the Company may choose to delay or reduce its operating or investment expenditures. 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 Nant Capital, LLC (“NantCapital”), convertible notes, and its IPO.


- 13 -

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

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, apart from the application of the new revenue recognition standard issued by FASB as ASC 606, Revenue from Contracts with Customers ("ASC 606"), described below. The other accounting policies, including the accounting policy for revenue recognition under ASC 605, Revenue Recognition ("ASC 605"), and ASC 985, Software ("ASC 985"), applied to periods before January 1, 2018, 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.
Revenue from Contracts with Customers
Transition to FASB ASC 606
On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with ASC 606, while prior period amounts continue to be reported in accordance with the Company’s historic accounting under ASC 605 and ASC 985-605, which are included in Note 2. Summary of Significant Accounting Policies to the Consolidated and Combined Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
The Company recorded a decrease of $1,263, net of tax, to the opening accumulated deficit as of January 1, 2018 due to the cumulative impact of adopting ASC 606. The most significant changes were to begin recognizing revenues from certain software and hardware implementation projects based on an estimate of percentage of completion, rather than at completion of the contract; to recognize estimated revenues from nursing and therapy services as the services are performed, rather than on final determination of contractual billable amounts; and to capitalize commissions as assets for contracts with performance obligations of more than one year. The adoption also led to certain costs, in relation to Software-as-a-Service ("SaaS") contracts, previously treated as deferred implementation costs in current and long-term assets, being treated as software developed for internal use. This resulted in an increase of $5,827 of software developed for internal use being recorded at January 1, 2018, with a corresponding decrease in deferred implementation costs.
On implementing ASC 606, the Company has concluded that its accounts receivable should be reported separately from deferred revenue. Therefore, the outstanding and unpaid invoices for undelivered services are not excluded from accounts receivable. This led to an increase of $5,247 in accounts receivable and a corresponding increase in deferred revenue at January 1, 2018.
This table summarizes the impact on the Company’s financial statements due to the adoption of ASC 606:

- 14 -

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

 
As Reported December 31, 2017
 
Adjustments due to ASC 606
 
Balance as at January 1, 2018
Balance Sheet
 
 
 
 
 
Accounts receivable, net
$
11,491

 
$
5,247

 
$
16,738

Deferred implementation costs, current
1,960

 
(1,960
)
 

Prepaid expenses and other current assets
5,358

 
1,117

 
6,475

Property, plant, and equipment, net
18,517

 
5,827

 
24,344

Deferred implementation costs, net of current
3,951

 
(3,949
)
 
2

Other assets
2,195

 
562

 
2,757

Deferred revenue, current
10,057

 
3,184

 
13,241

Deferred revenue, net of current
7,126

 
2,030

 
9,156

Deferred income taxes
5,838

 
367

 
6,205

The impact of the adoption of ASC 606 as of September 30, 2018 is presented here:
 
As of September 30, 2018
 
As Reported
 
Adjustments due to ASC 606
 
Without new Revenue Standard
Balance Sheet
 
 
 
 
 
Accounts receivable, net
$
17,202

 
$
(5,623
)
 
$
11,579

Deferred implementation costs, current
11

 
2,430

 
2,441

Prepaid expenses and other current assets
5,188

 
(1,105
)
 
4,083

Property, plant, and equipment, net
24,942

 
(6,176
)
 
18,766

Deferred implementation costs, net of current
3

 
3,939

 
3,942

Other assets
1,848

 
(627
)
 
1,221

Deferred revenue, current
14,866

 
(3,134
)
 
11,732

Deferred revenue, net of current
8,061

 
(886
)
 
7,175

Deferred income taxes
2,637

 
(715
)
 
1,922

The impact of the adoption of ASC 606 during the three and nine months ended September 30, 2018 is presented here:
 
Three Months Ended September 30, 2018
 
As Reported
 
Adjustments due to ASC 606
 
Without new Revenue Standard
Statement of Operations
 
 
 
 
 
Total net revenue
$
22,292

 
$
(258
)
 
$
22,034

Cost of revenue
11,226

 
(29
)
 
11,197

Operating expenses
22,890

 
(59
)
 
22,831

Benefit from income taxes
(1,778
)
 
(110
)
 
(1,888
)


- 15 -

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

 
Nine Months Ended September 30, 2018
 
As Reported
 
Adjustments due to ASC 606
 
Without new Revenue Standard
Statement of Operations
 
 
 
 
 
Total net revenue
$
66,603

 
$
(1,615
)
 
$
64,988

Cost of revenue
32,878

 
(111
)
 
32,767

Operating expenses
75,161

 
425

 
75,586

Benefit from income taxes
(3,429
)
 
(349
)
 
(3,778
)

The Company's accounting policies under the new standard are applied prospectively and are noted below.

Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of sales taxes collected from customers, which are subsequently remitted to governmental authorities. The Company’s revenue is generated from the following sources:

Software-as-a-service (“SaaS”) related - SaaS related revenue is generated from customers’ access to and usage of the Company’s hosted software solutions on a subscription basis for a specified contract term. In SaaS arrangements, the customer cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period.
SaaS contracts are accounted for as a single performance obligation, as implementation and hosting services are not distinct. As a result, the Company recognizes all fees, including any up front initial system implementation service fees, or other fees, ratably over time from when the system implementation or deployment services are completed, and where necessary accepted by the customer, over the contract term, as stated, or with consideration of termination for convenience clauses as discussed below.
Software and hardware related - Software and hardware related revenue is generated from the license of the Company’s software, on a perpetual basis, the sale of hardware and professional services that are complementary to the software and may or may not be required for the software to function as desired by the customer. The services are generally provided in the form of implementation and training services and do not include maintenance revenue. The software is installed on the customer’s site or the customer’s designated vendor’s site and is not hosted by the Company or by a vendor contracted by the Company. See the section below “Contracts with Software, Hardware, and Implementation Services” for details of management’s judgments and recognition of revenue relating to this category.
Maintenance - Maintenance revenue includes ongoing post contract client support (“PCS”) or maintenance on software and hardware during the PCS term. Additionally, PCS includes ongoing development of software updates and upgrades provided to the client on a when-and-if-available basis. Revenue is recognized over the maintenance term.
Sequencing and molecular analysis - Sequencing and molecular analysis revenue is generated by providing customers with reports of the results of performing sequencing and analysis of whole genome DNA, RNA, and/or proteomic testing under the Company's reseller agreement with NantOmics, LLC ("NantOmics"), and from blood samples via its liquid/blood-based tumor profiling platform through the Company’s subsidiary, NantHealth Labs, Inc. ("NantHealth Labs", formerly Liquid Genomics, Inc.) (see Note 18). Revenue is recognized at a point in time, when reports of results are transferred to the ordering physician or institution, or when cash is received as described below; or ratably over time for the period of a stand-ready obligation to provide blood-based tumor profiling services.
The Company's sequencing and molecular analysis revenue is primarily generated from payments received from commercial third-party payers, hospitals and other provider networks and patients. The Company reports revenue from arrangements with these customers on a gross basis in accordance with ASC 606. When reports are transferred to the ordering physician or institution, but the Company cannot conclude whether there is a contract with a customer, based on the assessment of collectibility, revenue recognition is deferred until non-refundable payment is received or payment is considered probable.
Home health care services - Home health care services revenue includes the sale of nursing and therapy services provided to patients in a home care setting. These revenues are recognized at a point in time or over time, as services are provided.

- 16 -

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

Certain of the Company’s customer contracts allow for termination for convenience, with advanced notice, without substantive termination penalty. In these cases, the Company has concluded the contract term is equal to the remaining noncancelable period. Such termination rights do not allow for refunds other than prepaid PCS or other services. These provisions do not affect when the Company commences revenue recognition.
As of September 30, 2018, the Company has allocated a total transaction price of $18,020 to unfulfilled performance obligations that are expected to be fulfilled within three years. Excluded from this amount are contracts of less than one year and variable consideration that relates to the value of services provided.
Contracts with Multiple Promises for Goods and Services
The Company engages in various contracts with promises for multiple goods and services, which may generate revenue across any of the sources noted above.
In certain contracts, the Company recognizes its proprietary software, hardware, PCS, results of sequencing and molecular analysis, certain professional services, and other software-related services as distinct performance obligations.
Standalone selling prices (“SSP”) are required to be allocated and revenue recognized for each distinct performance obligation within each contract. The SSP for each performance obligation is determined by considering contracts in which the good or service is sold separately, and other factors including market conditions and the Company’s experience selling similar goods and services, as well as costs and margins achieved. In some cases, to estimate the SSP, the Company first estimates the selling price of each performance obligation for which an SSP is observable and then estimates the SSP of the remaining performance obligation as the residual contractual amount.
Contracts with Software, Hardware, and Implementation Services
The Company has some contracts where it provides implementation services involving significant integration of its licensed software and hardware, with customer networks that maintain patient electronic health records. These contracts represent a single performance obligation to the customer for a combined output due to the significant service of integrating the hardware, software and professional services. Revenue for the single performance obligation is recognized over time based on actual, or estimated, direct implementation labor hours, as a measure of progress.
In certain of those contracts, the Company’s performance also requires significant customization of its licensed software. For such contracts, the Company will also record revenue over time using the percentage of completion method to estimate the satisfaction of its performance obligations. However, where the Company lacks history and experience with certain projects involving the development of software according to customer specified criteria, the Company may be initially unable to reasonably estimate total direct software development labor hours to be expected under the project. As a result, the Company would not be able to reasonably measure its progress toward complete satisfaction of its single performance obligation.
As a result, in these contracts, the Company will commence recognizing revenue when it concludes that it can reasonably measure its progress and determine that costs will be recoverable, which is typically at or near the time of the customers' acceptance of the software and the related professional services. At that point, substantially all of the uncertainty related to its ability to reasonably estimate direct labor hours required to satisfy its performance obligations will have been resolved, and the Company will be able to reasonably measure the remaining progress toward complete satisfaction of its remaining professional services obligations. In such cases, the Company will commence recording revenue, at the date of meeting the customer acceptance criteria, with a cumulative catch up for the work performed to date using direct labor hours as a measure of progress consistent with other contracts involving software, hardware and implementation services. Recognition will continue for its performance obligation over the remaining performance period using the same measure of progress. A provision for the entire loss, from such a contract, will be recognized in any period it becomes evident that the contract will not be profitable.
Other contracts for perpetual software licenses, hardware, and implementation services do not include a service of software development or significant integration. Therefore, the perpetual software licenses, hardware, and implementation services are considered separate, distinct performance obligations. Software revenue is recognized upon the later of the license term commencement or the date the software is provided to the customer, hardware revenue is recognized upon delivery, and implementation revenue is recognized over time based on actual, or estimated, direct implementation labor hours as a measure of progress.
The Company delineates between contracts with, or without, a service of significant integration by considering the complexity of the integration services and whether such services can be performed by the customer or another third party. The Company has both reseller arrangements with gross revenue presentation due to the Company’s control of goods and services before transfer to the customer, and others with net revenue presentation due to the reseller’s control of goods and services before transfer to the customer. The Company assesses control in terms of relevant indicators of performance, inventory, and pricing risk, such as which

- 17 -

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

party negotiates pricing with the end customer and which party is ultimately responsible for fulfilling services, transferring goods and services, and ensuring support.
Contract Balances
The Company records deferred revenue when cash payments are received, or payment is due, in advance of its fulfillment of performance obligations. There were revenues of $4,559 and $12,524 recognized during the three and nine months ended September 30, 2018, respectively, that were included in the deferred revenue balance at the beginning of the respective period.

Contract assets are recognized when a contractual performance obligation has been satisfied, but payment is not due until the completion of additional performance obligations, or the right to receive payment becomes unconditional. Contract assets reduced to $445 at September 30, 2018 from $796 at January 1, 2018, due to payments from customers.
Assets Recognized from the Costs to Obtain a Contract with a Customer
The Company recognizes an asset for the incremental costs to obtain a contract with a customer, where the stated contract term, with expected renewals, is longer than one year. The Company amortizes these assets over the expected period of benefit. These costs are generally employee sales commissions, with amortization of the balance recorded in selling, general and administrative expenses. The value of these assets was $1,284 at September 30, 2018 and $866 at January 1, 2018, and amortization during the three and nine months ended September 30, 2018 was $118 and $358, respectively.
Where management is not able to conclude that the costs of a contract will be recovered, costs to obtain the contract are expensed as incurred.
Practical Expedients
The Company does not disclose the value of unsatisfied performance obligations for: contracts with an original expected length of one year or less; or where variable consideration, related to the company’s performance, is allocated to goods and services delivered as a series and accounted for as a single performance obligation.
Cost of Revenue
Cost of revenue includes associated salaries and fringe benefits, stock-based compensation, consultant costs, direct reimbursable travel expenses, depreciation related to software developed for internal use, depreciation related to lab equipment, and other direct engagement costs associated with the design, development, sale and installation of systems, including system support and maintenance services for customers. System support includes ongoing customer assistance for software updates and upgrades, installation, training and functionality. All service costs, except development of internal use software and deferred implementation costs, are expensed when incurred. Amortization of deferred implementation costs are also included in cost of revenue. Cost of revenue associated with each of the Company’s revenue sources consists of the following types of costs:
Software-as-a-service related - SaaS related cost of revenue includes personnel-related costs, amortization of deferred implementation costs, depreciation of internal use software, and other direct costs associated with the delivery and hosting of the Company's subscription services.
Software and hardware related - Software and hardware related cost of revenue includes third-party software and hardware costs directly associated with solutions, including purchasing and receiving costs, and includes direct costs associated with the Company’s software implementation services provided to our customers. Software and hardware related cost of revenue also includes hardware costs directly related to bringing manufactured products to their final selling destination.
Maintenance - Maintenance cost of revenue includes personnel-related costs and other direct costs associated with the ongoing support or maintenance provided to the Company’s customers.
Sequencing and molecular analysis - Sequencing and molecular analysis cost of revenue includes personnel-related costs associated with fulfillment of these services, including those of the Company's subsidiary, NantHealth Labs, and amounts due to NantOmics under the reseller agreement (see Note 18) for the sequencing and analysis of whole genome, DNA, RNA, and/or proteomic results. It also includes depreciation of internal use software and lab equipment.
Home health care services - Home health care services cost of revenue includes personnel-related, as well as direct expenses relating to the Company’s nursing and therapy services provided to patients in a home care setting.
Recent Accounting Pronouncements

- 18 -

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

Effective January 1, 2018, the Company adopted Accounting Standard Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, associated with the recognition and measurement of financial assets and liabilities. During the first quarter of 2018, the FASB issued further clarifications with the issuance of ASU No. 2018-03, effective for fiscal years beginning after December 15, 2017 and interim periods beginning after June 15, 2018, and ASU No. 2018-04, effective upon issuance. The Company early adopted ASU No. 2018-03 and adopted ASU No. 2018-04 effective January 1, 2018 concurrently with ASU No. 2016-01. ASU No. 2016-01 requires that equity investments, except those accounted for under the equity method of accounting, be measured at fair value and changes in fair value are recognized in net income. ASU No. 2016-01 also provides a new measurement alternative for equity investments that do not have a readily determinable fair value (cost method investments). These investments are measured at cost, less any impairment, adjusted for observable price changes. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) are applied prospectively to equity investments that exist as of the date of adoption. Effective January 1, 2018, the Company elected to record its preferred stock equity investment in Innovative Oncology Business Solutions, Inc. (“IOBS”), which does not have a readily determinable fair value using the alternative method. Adoption of the Updates did not have a material effect on the Company’s accounting for equity investments, fair value disclosures and other disclosure requirements.
The Company owns non-marketable equity securities that are accounted for as an equity investment at cost minus impairment and plus or minus changes resulting from observable price changes because the preferred stock held by the Company is not considered in-substance common stock and such preferred stock does not have a readily determinable fair value. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an impairment indicator is present include: the investees’ earning performance, change in the investees’ industry and geographic area in which it operates, offers to purchase or sell the security for a price less than the cost of the investment, issues that raise concerns about the investee's ability to continue as a going concern and any other information that the Company may be aware of related to the investment. Factors considered in determining whether an observable price change has occurred include: the price at which the investee issues equity instruments similar to those of the Company’s investment and the rights and preferences of those equity instruments compared to the Company’s.
Effective January 1, 2018, the Company adopted ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. Also, effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows: Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force. ASU No. 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities are required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. Prior periods were retrospectively adjusted to conform to the current period’s presentation. There was no material impact on the Company’s statement of cash flows on adoption of either update.
In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in ASU No. 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to ASU No. 2017-09, an entity should account for the effects of a modification unless all of the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award date is modified. ASU No. 2017-09 became effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption was permitted, including adoption in any interim period for which financial statements had not yet been issued or made available for issuance. The amendments of this ASU should be applied prospectively to an award modified on or after the adoption date. We adopted the standard beginning in the first quarter of 2018. If we encounter a change to the terms or conditions of any of our share-based payment awards we will evaluate the need to apply modification accounting based on the new guidance. The general treatment for modifications of share-based payment awards is to record the incremental value arising from the change as additional compensation cost. The adoption of this standard did not result in a significant impact to our financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to simplify accounting for nonemployee stock-based compensation. Upon adoption of ASU No. 2018-07, in most cases expense recognition for nonemployee stock compensation will be in line with employee stock compensation, using a grant date fair value, without periodic revaluation. This update will become effective beginning in the first quarter of 2019, and early adoption is permitted. The Company is still evaluating the impact of this standard update.


- 19 -

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

In January 2017, the FASB issued ASU No. 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 ASU No. 2017-04, 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 Company'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). 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 expects that this guidance will have a material impact on the Consolidated Balance Sheets when adopted at January 1, 2019. However, it is not expected to have a material impact on the Consolidated Statements of Operations. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to provide a new transition method. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects to use this method. The Company continues to assess optional practical expedients available and expects to elect certain of those currently available. The Company is still evaluating the impact of ASU No 2016-02, but the Company believes the most significant impact will relate to operating leases of office space. The Company is implementing new business processes and controls around the review of lease agreements, including processes to track information relevant to new disclosures. The Company is in the process of analyzing its lease portfolio, calculating the modified retrospective impact to its Consolidated Financial Statements, and updating its accounting policies to comply with Topic 842, which is expected to be completed during fiscal 2018.

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 the Company recorded a receivable of $1,021 related to final working capital adjustments. The Company is also responsible for fulfilling certain customer service obligations of the Business post-closing. As of September 30, 2018, the Company accrued $2,253 in accrued and other current liabilities for these obligations, which includes estimates for certain unresolved items.

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, which was further amended on December 30, 2017, such that, among other things, the Company committed to deliver a minimum of $95,000 of total bookings over a ten-year period (“Bookings Commitment”) from referral transactions and sales of certain Allscripts products; (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. In the event of a Bookings Commitment shortfall at the end of the ten-year period, the Company may be obligated to pay 70% of the shortfall, subject to certain credits. The Company will earn 30% commission from Allscripts on each software referral transaction that results in a booking with Allscripts. The Company accounts for the Bookings Commitment at its estimated fair value over the life of the agreement and, as of September 30, 2018 and December 31, 2017, the estimated fair value was not material.


- 20 -

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

During the three and nine months ended September 30, 2018, the Company recorded other income of $97 and $434, respectively, associated with the services under the transition services agreement.

The total loss upon sale to Allscripts, at August 25, 2017, consisted of the following:
Cash received as consideration
$
1,742

Deferred consideration related to working capital adjustments
1,021

Estimated costs to be incurred by the Company to fulfill certain customer service obligations of
the Business post-closing
(883
)
Fair value of common stock
42,750

Net consideration received
44,630

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

Loss from sale of Business
$
(10,508
)

The sale of the Business qualified as a discontinued operation 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 operating results of the Company's discontinued operations are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Major line items constituting loss from discontinued operations
 
 
 
 
 
 
 
Net revenue
$

 
$
1,498

 
$

 
$
7,619

Cost of revenue

 
1,787

 

 
16,318

Selling, general and administrative
32

 
1,515

 
1,817

 
8,675

Research and development

 
(372
)
 

 
7,571

Amortization of software license and acquisition-related assets

 
458

 

 
1,978

Other (income) expense

 
216

 

 
134

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
(32
)
 
(12,779
)
 
(1,817
)
 
(37,730
)
Provision for income taxes

 
6,604

 

 
7,008

  Loss from discontinued operations, net of income taxes
$
(32
)
 
$
(19,383
)
 
$
(1,817
)
 
$
(44,738
)

Cumulative translation adjustment gains or losses of foreign subsidiaries related to divested businesses 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 noncash items of the discontinued operations included in the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 were as follows:


- 21 -

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


Nine Months Ended   
September 30,

2018

2017
Depreciation and amortization from discontinued operations
$

 
$
8,829

Loss from sale of the Business

 
11,533

Proceeds from sale of the Business

 
1,721

Capital expenditures

 
4,668

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.
Note 4. Accounts Receivable, net
Previously, accounts receivable, net excluded 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 were 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 December 31, 2017 was $6,198. Due to the implementation of ASC 606, outstanding and unpaid invoices for undelivered services are included in accounts receivable at September 30, 2018 (see Note 2).
 
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, 2018 and December 31, 2017 was $186 and $149, respectively.
Note 5. Inventories
Inventories as of September 30, 2018 and December 31, 2017 consisted of $654 and $839 of finished goods, respectively.
Note 6. Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities
Prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 consisted of the following:
 
September 30,
2018
 
December 31,
2017
 
 
 
 
Prepaid expenses
$
1,657

 
$
2,791

Restricted cash (1)

 
350

Other current assets
3,531

 
2,217

Prepaid expenses and other current assets
$
5,188

 
$
5,358


(1) $1,136 of noncurrent restricted cash as of September 30, 2018 is included in the Company’s Consolidated Balance Sheets as part of Other assets. Current and noncurrent restricted cash consists of funds that are contractually restricted as to usage or withdrawal related to the Company's security deposits in the form of standby letters of credit for leased facilities. No amounts have been drawn upon the letters of credit as of September 30, 2018.

Accrued and other current liabilities of September 30, 2018 and December 31, 2017 consisted of the following:

- 22 -

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

 
September 30,
2018
 
December 31,
2017
 
 
 
 
Payroll and related costs
$
5,964

 
$
7,051

NaviNet acquisition accrued earnout
1,275

 
5,408

Other accrued and other current liabilities
8,323

 
5,675

Accrued and other current liabilities
$
15,562

 
$
18,134


Note 7. Property, Plant, and Equipment, net
Property, plant and equipment, net as of September 30, 2018 and December 31, 2017 consisted of the following:
 
September 30,
2018
 
December 31,
2017
 
 
 
 
Computer equipment and software
$
13,912

 
$
13,998

Furniture and equipment
4,296

 
3,211

Leasehold and building improvements
7,520

 
4,233

Property, plant, and equipment, excluding internal use software
25,728

 
21,442

Less: Accumulated depreciation and amortization
(17,718
)
 
(15,248
)
Property, plant and equipment, excluding internal use software, net
8,010

 
6,194

Internal use software
30,168

 
17,690

Construction in Progress - Internal use software
1,116

 
629

Less: Accumulated depreciation and amortization, internal use software
(14,352
)
 
(5,996
)
Internal use software, net
16,932

 
12,323

Property, plant, and equipment, net
$
24,942

 
$
18,517

 
Depreciation and amortization expense from continuing operations was $3,200 and $9,307, respectively, for the three and nine months ended September 30, 2018, of which $2,351 and $6,694, respectively, related to internal use software costs. Depreciation and amortization expense from continuing and discontinued operations was $3,197 and $9,793, respectively, for the three and nine months ended September 30, 2017, of which $1,546 and $4,402, respectively, related to internal use software costs.

Amounts capitalized to internal use software for the three and nine months ended September 30, 2018 were $2,140 and $5,484, respectively. Amounts capitalized to internal use software for the three and nine months ended September 30, 2017 were $976 and $5,482, respectively.


- 23 -

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

Note 8. Intangible Assets, net
The Company’s definite-lived intangible assets as of September 30, 2018 and December 31, 2017 consisted of the following:
 
September 30,
2018
 
December 31,
2017
 
 
 
 
Customer relationships
$
52,000

 
$
52,000

Developed technologies
36,700

 
32,000

Trade name
3,000

 
3,000

 
91,700

 
87,000

Less: Accumulated amortization
(24,710
)
 
(17,576
)
Intangible assets, net
$
66,990

 
$
69,424


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 was $2,287 and $6,861, respectively, for the three and nine months ended September 30, 2018 and amortization expense from continuing and discontinued operations was $3,656 and $13,495, respectively, for the three and nine months ended September 30, 2017.
At February 28, 2018, the Company recorded $4,700 of definite-lived intangible assets and accumulated amortization of $271 related to the assignment of NantHealth Labs (see Note 18). These intangibles are amortized over a period of thirteen years.
The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of September 30, 2018 is as follows:
 
Amounts
Remainder of 2018
$
2,286

2019
9,150

2020
8,400

2021
8,400

2022
8,400

Thereafter
30,354

Total future intangible amortization expense
$
66,990

Note 9. Goodwill
Goodwill as of September 30, 2018 and December 31, 2017 was $115,930 and $114,625, respectively. Goodwill as of December 31, 2017 excluded $16,444 associated with discontinued operations based on the relative fair value of the Business disposed to the total reporting unit as of August 25, 2017 (see Note 3).
On February 28, 2018, the Company recognized $1,305 of goodwill related to the assignment of NantHealth Labs (see Note 18).
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 10. Investments
Equity method investment
Investment in NantOmics

- 24 -

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

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, at the time of the purchase, represented 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. At the date of purchase, 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 September 30, 2018, June 30, 2017 and December 31, 2016, the Company determined that other than temporary impairments of $80,444, $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 fair value at September 30, 2018, June 30, 2017 and December 31, 2016 were primarily caused by changes in projected GPS Cancer revenue, due to delays in the Company’s GPS Cancer 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 was 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' 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.

At February 28, 2018, the Company transferred 9,088,362 of the Series A-2 units to NantOmics as consideration for the assignment of NantHealth Labs, Inc. (see Note 18). An additional 564,779 units were transferred by May 31, 2018. This reduced NantHealth's ownership of NantOmics to approximately 13.58%.


- 25 -

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, 2018 and September 30, 2017, the Company recognized equity losses of $83,306 and $2,942, respectively. For the nine months ended September 30, 2018 and September 30, 2017, the Company recognized equity losses of $89,512 and $46,353, respectively.

The Company used the following summarized financial information for NantOmics for the nine months ended June 30, 2018 and 2017, to record its equity method losses for the nine months ended September 30, 2018 and 2017:

 
Trailing nine months ended June 30
 
2018
 
2017
Revenues
$
4,231

 
$
5,294

Gross loss
(7,615
)
 
(4,330
)
Loss from operations
(38,278
)
 
(33,262
)
Impairment on equity investments
(19,976
)
 

Net loss
(54,482
)
 
(41,420
)
Net loss attributable to NantOmics
(53,120
)
 
(39,088
)
Other comprehensive gain
754

 

Investment in equity securities without readily determinable fair values
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, 2018 and December 31, 2017, 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.

During July 2018, the management of IOBS informed their board of directors that a transition plan had been agreed to migrate all current customers of the company to a business partner, as IOBS was unable to profitably serve those customers. The management of IOBS continues to seek ways to monetize the intellectual property held by the company, but future cash flows are uncertain. Therefore, the Company concluded that the investment in IOBS was impaired as of June 30, 2018. Given the level of uncertainty on future cash flows and the limited assets of IOBS available for distribution, the Company concluded the fair value of the investment was nil as of June 30, 2018 and recognized an impairment charge of $1,750 in other expenses. No other arrangements exist that could require the Company to provide additional financial support or otherwise expose the Company to a loss.


- 26 -

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

Note 11. 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 the Initial Purchasers’ discount and debt issuance costs of $4,286 in connection with the Convertible Notes offering.
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 18).
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.

- 27 -

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

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.
Offering costs of $4,286 related to the issuance of the Convertible Notes were 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 was 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, 2018, the remaining life of the Convertible Notes is approximately 39 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, 2018 and December 31, 2017.
 
Related party
 
Others
 
Total
Balance as of September 30, 2018
 
 
 
 
 
Gross proceeds
$
10,000

 
$
97,000

 
$
107,000

Unamortized debt discounts and deferred financing offering costs
(1,735
)
 
(18,770
)
 
(20,505
)
Net carrying amount
$
8,265

 
$
78,230

 
$
86,495

 
 
 
 
 
 
Balance as of December 31, 2017
 
 
 
 
 
Gross proceeds
$
10,000

 
$
97,000

 
$
107,000

Unamortized debt discounts and deferred financing offering costs
(2,053
)
 
(22,155
)
 
(24,208
)
Net carrying amount
$
7,947

 
$
74,845

 
$
82,792

 

- 28 -

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

The following tables set forth the Company's interest expense recognized in the Company's Condensed Consolidated Statements of Operations:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
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
71

 
1,020

 
1,091

 
274

 
2,966

 
3,240

Amortization of deferred financing offering costs
3

 
144

 
147

 
8

 
419

 
427

Total convertible notes interest expense
$
211

 
$
2,498

 
$
2,709

 
$
694

 
$
7,386

 
$
8,080

 
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

 
$
234

 
$
2,358

 
$
2,592

 
$
695

 
$
6,978

 
$
7,673



Note 12. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 consisted of the following:
 
September 30, 2018
 
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
$
22,841

 
$
22,841

 
$

 
$

Assets - Marketable securities
1,136

 

 
1,136

 

 
December 31, 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
$
57,683

 
$
57,683

 
$

 
$

Assets - Marketable securities
361

 

 
361

 

Liabilities - Interest make-whole derivative
7

 

 

 
7


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.

- 29 -

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


The Company's investment securities as of September 30, 2018 and December 31, 2017 include certificates of deposit. The fair value of these investments approximate carrying values, and the Company has classified these instruments as Level 2 in the fair value hierarchy. The securities have maturity dates of one to three years.
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 in principal amount was issued to a related party (see Note 11). 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, 2018:
 
 
June 30, 2018
 
Additions
 
Change in fair value
 
September 30, 2018
Interest make-whole derivative - related party and others
 
$
5

    
$

    
$
(5
)
 
$

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
Additions
 
Change in fair value
 
September 30, 2018
Interest make-whole derivative - related party and others
 
$
7

    
$

    
$
(7
)
 
$

As of September 30, 2018 and December 31, 2017, 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, 2018
 
 
 
 
 
 
Related party
 
$
6,306

    
$
8,265

    
$
10,000

Others
 
61,169

 
78,230

 
97,000

 
 
$
67,475

 
$
86,495

 
$
107,000

Balance as of December 31, 2017
 
 
 
 
 
 
Related party
 
$
7,327

    
$
7,947

    
$
10,000

Others
 
71,076

 
74,845

 
97,000

 
 
$
78,403

 
$
82,792

 
$
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.

The fair value of the Convertible Notes was determined by unobservable inputs that are supported by minimal non-active market activity and that are significant to determining the fair value of the debt instrument.


- 30 -

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


Note 13. 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, 2018 and December 31, 2017, the Company had no material capital leases and the remaining lives of its operating leases ranged from one to ten years.
Rental expense associated with operating leases is recognized on a straight-line basis over the term of the lease. The expense is included in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2018, the rental expense was charged to selling, general and administrative expense in the amount of $841 and $3,217, respectively. For the three and nine months ended September 30, 2017, the amounts from continuing and discontinued operations were $1,062 and $3,577, respectively.
In March and April 2018, the Company entered into two new real estate leases in Philadelphia and Boston, which increased the Company's future minimum rental commitments. As of September 30, 2018, the Company’s future minimum rental commitments under its noncancelable operating leases are as follows:
 
Amounts
2018
$
860

2019
2,693

2020
2,574

2021
2,532

2022
2,374

Thereafter
5,139

Total minimum rental commitments
$
16,172

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 our current or former executive officers and directors. These complaints have been consolidated with the lead case captioned Deora v. NantHealth, Inc., 2:17-cv-01825 ("Deora"). In June 2017,

- 31 -

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

the lead plaintiffs filed an amended consolidated complaint, which generally alleges that defendants violated federal securities laws by making material misrepresentations in NantHealth’s IPO 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 our 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. In March 2018, the court largely denied Defendants’ motion to dismiss the consolidated amended complaint. The Company believes that the claims lack merit and intends 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 agreed to a stay of the case pending resolution of the motion to dismiss in in the federal Deora case. The Company believes that the claims lack merit and intends to vigorously defend the litigation.

In April 2018, two putative shareholder derivative actions-captioned Engleman v. Soon-Shiong, Case No. 2018-0282-AGB, and Petersen v. Soon-Shiong, Case No. 2018-0302-AGB-were filed in the Delaware Court of Chancery. The plaintiff in the Engleman action previously filed a similar complaint in California Superior Court, Los Angeles County, which was dismissed based on a provision in the Company’s charter requiring derivative actions to be brought in Delaware. The Engleman and Petersen complaints contain allegations similar to those in Deora, but assert causes of action on behalf of NantHealth against various of the Company’s current or former executive officers and directors for alleged breaches of fiduciary duty, abuse of control, gross mismanagement, and unjust enrichment. The Company is named solely as a nominal defendant. On July 30, 2018, the court issued an order consolidating the Engleman and Petersen actions as In re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB, appointing Petersen as lead plaintiff, and designating the Petersen complaint as the operative complaint. On September 20, 2018, the defendants moved to dismiss the complaint. On October 29, 2018, in response to the motion to dismiss, Petersen filed an amended complaint. On November 14, 2018, the defendants moved to dismiss the amended complaint. The parties have stipulated to a briefing schedule for the motion to dismiss the amended complaint. The Company believes that the claims lack merit and intends to vigorously defend the litigation.

In April 2018, a putative shareholder derivative action captioned Shen v. Soon-Shiong was filed in U.S. District Court for the District of Delaware. 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 executive offers and directors for alleged breaches of fiduciary duty and unjust enrichment, as well as alleged violations of the federal securities laws based on alleged misstatements or omissions in the Company’s 2017 proxy statement. The parties have agreed to stay the case pending a decision on defendants’ motion to dismiss in the derivative action in the Delaware Court of Chancery.
Real Estate Litigation
On March 9, 2018, PayPal, Inc. (“PayPal”) commenced an action against the Company in the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts, for Suffolk County. The action was originally captioned PayPal, Inc. v. NantHealth, Inc., Civil Action No. 18-0780-E. On April 10, 2018, the Superior Court transferred the case to its Business Litigation Section, where it is currently pending and captioned as PayPal, Inc. v. NantHealth, Inc., Civil Action No. 18-0780-BLS1. This action arises out of a Sublease Agreement that PayPal and the Company entered into on or about November 30, 2017. The Sublease Agreement pertained to commercial real estate that PayPal leased at One International Place in Boston, Massachusetts. On January 25, 2018, the Company notified PayPal that it was electing to terminate the Sublease Agreement.

In its Verified Complaint, PayPal alleges that the Company breached the Sublease Agreement. In addition, PayPal asserts claims for breach of the covenant of good faith and fair dealing, and violations of Massachusetts General Laws, Chapter 93A, sections 2 and 11, and seeks a declaratory judgment recognizing and enforcing the terms of the Sublease Agreement. Among other relief, PayPal seeks damages, treble damages, interest, costs, and attorneys’ fees.

On April 12, 2018, the Company filed its answer and jury demand in the action. On August 2, 2018, PayPal requested a status conference with the court in order to discuss PayPal’s potential filing of a motion for partial judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c).  A Rule 16 Litigation Control Conference (“Rule 16 Conference”) was held on August 22, 2018. During the Rule 16 Conference, the court denied PayPal’s request for leave to file a motion for partial judgment on the pleadings. Following the Rule 16 Conference, the court issued a tracking order setting deadlines and other procedures that would apply to this action. The parties are currently engaged in discovery, including non-party discovery. The deadline for completion of fact discovery, as mandated by the court’s tracking order, is February 1, 2019. The deadlines for PayPal and the Company to designate experts who are expected to testify on their behalf and to serve their expert disclosures are March 15, 2019 and April 19, 2019, respectively. The deadline for completion of expert discovery is May 17, 2019. The deadline for serving summary judgment motions is June 21, 2019, and the deadline for filing such motion is July 28, 2019. The final pre-trial conference will take place on September 18, 2019.

- 32 -

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


On September 26, 2018, the Company filed its Assented to Motion for Leave to Amend Its Answer. The court granted the Company’s motion on October 3, 2018. On October 9, 2018, the Company filed and served its amended answer and jury demand.

The Company denies any liability to PayPal and intends to vigorously defend the action.

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. We cannot assure you that we will prevail in these lawsuits. If we are ultimately unsuccessful in these matters, we could be required to pay substantial amounts which might materially adversely affect our business, operating results and financial condition.
Note 14. Income Taxes
The provision for income taxes for the three and nine months ended September 30, 2018 in continuing operations was a benefit of $1,778 and $3,429, respectively. For the three and nine months ended September 30, 2017 the provision for income taxes in continuing operations was $30 and $85, respectively. The tax provision for income taxes for the three and nine months ended September 30, 2018 and September 30, 2017 in continuing operations included an income tax provision for the consolidated group based on an estimated annual effective tax rate.

The effective tax rates for the three and nine months ended September 30, 2018 were 1.79% and 2.37% in continuing operations, respectively. The effective tax rates for the three and nine months ended September 30, 2017 were 0.13% and 0.08% in continuing operations, respectively. The effective tax rates for the three months ended September 30, 2018 and September 30, 2017 differed from the U.S. federal statutory rates of 21% in 2018 and 34% in 2017 primarily as a result of a reduction to the deferred tax liability related to an indefinite lived intangible, nondeductible expenses, state income taxes, foreign income tax rate differential and the impact of valuation allowance on its deferred tax assets.

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. 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.

The Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017. The Act reduces the US federal corporate income tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, modifies the rules with respect to the deductibility of certain executive compensation, and creates new taxes on certain foreign sourced earnings. We are applying the guidance in SAB 118 when accounting for the enactment-date effects of the Act. At September 30, 2018, we have not completed our accounting for the tax effects of the Act. We have made a reasonable estimate of certain effects of the Act as of December 31, 2017. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. Our estimates may also be affected as we gain a more thorough understanding of the tax law. These changes would likely not be material to income tax expense given the companies valuation allowance against the U.S. net deferred tax assets.
Note 15. 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.
LLC Agreement and Amended Certificate of Incorporation

- 33 -

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

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.
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, 2018 and December 31, 2017, 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, 2018 and December 31, 2017, there were no outstanding shares of preferred stock.
Other Equity Contributions

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 provided that the institution would 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, 2018 or September 30, 2017. During July 2017, the agreement with the institution was canceled.


- 34 -

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

Note 16. 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,
 
2018
 
2017
 
2018
 
2017
Restricted Stock:
 
 
 
 
 
 
 
Research and development
$
28

 
$
34

 
$
79

 
$
80

Phantom units:
 
 
 
 
 
 
 
Cost of revenue
52

 
(239
)
 
302

 
247

Selling, general and administrative
(484
)
 
(11
)
 
(69
)
 
(655
)
Research and development
(13
)
 
44

 
313

 
(110
)
Discontinued operations

 
(4,792
)
 

 
(3,591
)
Total phantom units stock-based compensation expense
(445
)
 
(4,998
)
 
546

 
(4,109
)
Stock options:
 
 
 
 
 
 
 
Selling, general and administrative

 
2

 

 
(47
)
Restricted Stock Units:
 
 
 
 
 
 
 
Cost of revenue
4

 

 
22

 

Selling, general and administrative
759

 

 
3,983

 

Research and development
27

 

 
175

 

Total restricted stock units stock-based compensation expense
790

 

 
4,180

 

Total stock-based compensation expense
373

 
(4,962
)
 
4,805

 
(4,076
)
Amount capitalized to internal-use software
149

 
(68
)
 
410

 
661

Total stock-based compensation cost
$
522

 
$
(5,030
)
 
$
5,215

 
$
(3,415
)
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 15) 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).

- 35 -

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, 2018, there were 601,352 phantom units outstanding under the Phantom Unit Plan, after giving effect to the 1-for-5.5 reverse stock split, effected in connection with the Company's IPO. 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&