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Delaware
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001-37792
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27-3019889
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Item 2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits
.
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Exhibit No.
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Description
|
99.1
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Press Release dated May 10, 2017 announcing results for the quarter ended March 31, 2017.
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NantHealth, Inc.
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Date:
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May 10, 2017
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By:
|
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/s/ Paul Holt
|
|
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|
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Paul Holt
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Chief Financial Officer
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Exhibit No.
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Description
|
99.1
|
Press Release dated May 10, 2017 announcing results for the three months ended March 31, 2017.
|
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Investor Contact:
Robert Jaffe
rjaffe@rjaffeco.com
424.288.4098
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|
•
|
GPS Adoption:
|
◦
|
GPS Cancer Test to Be Complementary Diagnostic for FDA Authorized Nant Cancer Vaccine Clinical Trials, the First Novel Combination of Innate and Adaptive Immunotherapy in Patients with Pancreatic Cancer
|
◦
|
365 GPS Commercial Tests Ordered in Q1, Up from 326 in Q4 ‘16
|
◦
|
266 GPS Commercial Tests Delivered in Q1, Up from 233 in Q4 ‘16
|
•
|
GPS Payer Coverage:
|
◦
|
Added Two New Payers for a Total of 10 Payer Contracts with Self-Employed and Health Plan Payers Now Covering GPS Cancer
|
◦
|
Added New International Payer/Reseller, Now Have Four International Resellers of GPS; In Advanced Discussions with Others
|
◦
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Detailed Discussions Ongoing with CMS
|
•
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Value Based Care Software and Services:
|
◦
|
Significant Momentum with New Customers in Europe and the US
|
◦
|
Expanded License Sale to Strategic International Customer
|
•
|
2017 First Quarter Revenue Increased 16% to $22.5 Million
|
•
|
GPS Cancer Test to Be Complementary Diagnostic for FDA Authorized Nant Cancer Vaccine Clinical Trials.
The NANT Cancer Vaccine is the first combination immunotherapy protocol to orchestrate the delivery of metronomic low-dose radiation and chemotherapy with molecularly-informed, tumor-associated antigen vaccines and natural killer cells, to activate the innate and adaptive immune system and to induce immunogenic cell death. By inducing immunogenic cell death and protecting as well as enhancing the innate and adaptive immune system, the NANT Cancer Vaccine seeks to attain long-term sustainable remission of multiple tumor types with lower toxicity and higher efficacy than current standards of care.
|
•
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Number of covered cancer lives:
at March 31, 2017, the estimated number of patients with cancer covered by a payer for GPS testing was approximately 327,000 including lives anticipated upon completion of a pilot project with Horizon Blue Cross Blue Shield.
|
•
|
Number of GPS Cancer payers:
at March 31, 2017, the number of payers covering GPS Cancer was 10.
|
•
|
Local Coverage Determination (LCD) & National Coverage by CMS
: Discussions are underway for both local and national coverage with CMS and FDA regarding GPS Cancer coverage by Medicare. The company is encouraged following multiple detailed meetings with CMS in which the accuracy and comprehensiveness of the GPS Cancer test, as well as its clinical utility, were presented.
|
•
|
Number of GPS Cancer Tests:
365 commercial tests ordered and 266 delivered in Q1.
|
•
|
Expanded adoption
of GPS Cancer with addition of new international payer/reseller for a total of four.
|
•
|
Expanded field sales and clinical team:
doubled field sales team that call on oncologists, expanding our
|
•
|
Completed 28 go-live projects across NantOS (Provider and Patient Engagement), Device Connects (Connected Care) and NaviNet (Payer Engagement)
|
•
|
Increased, renewed or expanded 59 contractual commitments
|
•
|
Eviti (Clinical Decision Support) covered lives increased to approximately 22.5 million at the end of Q1 from 19.2 million at the end of Q4
|
•
|
Expanded license sale to strategic international customer
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
124,894
|
|
|
$
|
160,353
|
|
Accounts receivable, net
|
8,924
|
|
|
13,728
|
|
||
Inventories
|
2,175
|
|
|
2,217
|
|
||
Deferred implementation costs
|
3,469
|
|
|
3,336
|
|
||
Related party receivables, net
|
910
|
|
|
899
|
|
||
Prepaid expenses and other current assets
|
5,760
|
|
|
5,046
|
|
||
Total current assets
|
146,132
|
|
|
185,579
|
|
||
Property, plant, and equipment, net
|
33,072
|
|
|
29,139
|
|
||
Deferred implementation costs, net of current
|
8,470
|
|
|
7,910
|
|
||
Goodwill
|
131,068
|
|
|
131,068
|
|
||
Intangible assets, net
|
113,906
|
|
|
119,126
|
|
||
Investment in related party
|
202,671
|
|
|
207,197
|
|
||
Related party receivable, net of current
|
1,964
|
|
|
1,971
|
|
||
Other assets
|
2,259
|
|
|
2,317
|
|
||
Total assets
|
$
|
639,542
|
|
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$
|
684,307
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
3,729
|
|
|
$
|
6,720
|
|
Accrued and other current liabilities
|
21,277
|
|
|
25,231
|
|
||
Deferred revenue
|
16,537
|
|
|
17,216
|
|
||
Related party payables, net
|
9,451
|
|
|
8,082
|
|
||
Total current liabilities
|
50,994
|
|
|
57,249
|
|
||
Deferred revenue, net of current
|
18,279
|
|
|
17,238
|
|
||
Related party liabilities
|
7,048
|
|
|
5,612
|
|
||
Related party promissory note
|
112,666
|
|
|
112,666
|
|
||
Related party convertible note, net
|
7,655
|
|
|
7,564
|
|
||
Convertible notes, net
|
71,770
|
|
|
70,810
|
|
||
Other liabilities
|
1,611
|
|
|
1,574
|
|
||
Total liabilities
|
270,023
|
|
|
272,713
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 121,626,567 and 121,250,437 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively (Including 6,976 shares of restricted stock)
|
12
|
|
|
12
|
|
||
Additional paid-in capital
|
885,355
|
|
|
886,334
|
|
||
Accumulated deficit
|
(516,388
|
)
|
|
(475,273
|
)
|
||
Accumulated other comprehensive income
|
540
|
|
|
521
|
|
||
Total stockholders' equity
|
369,519
|
|
|
411,594
|
|
||
Total liabilities and stockholders' equity
|
$
|
639,542
|
|
|
$
|
684,307
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
Total Net Revenue
|
$
|
22,509
|
|
|
$
|
19,451
|
|
|
|
|
|
|
|
||||
Total Cost of Revenue
|
19,029
|
|
|
13,038
|
|
|
||
Gross profit
|
3,480
|
|
|
6,413
|
|
|
||
|
|
|
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|
||||
Operating Expenses:
|
|
|
|
|
||||
Selling, general and administrative
|
20,878
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|
|
27,373
|
|
|
||
Research and development
|
13,399
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|
|
10,694
|
|
|
||
Amortization of software license and acquisition-related assets
|
1,814
|
|
|
1,815
|
|
|
||
Total operating expenses
|
36,091
|
|
|
39,882
|
|
|
||
Loss from operations
|
(32,611
|
)
|
|
(33,469
|
)
|
|
||
Interest expense, net
|
(3,969
|
)
|
|
(1,498
|
)
|
|
||
Other income, net
|
273
|
|
|
338
|
|
|
||
Loss from related party equity method investment
|
(4,526
|
)
|
|
(2,914
|
)
|
|
||
Loss before income taxes
|
(40,833
|
)
|
|
(37,543
|
)
|
|
||
Provision for (benefit from) income taxes
|
282
|
|
|
(4,398
|
)
|
|
||
Net loss
|
$
|
(41,115
|
)
|
|
$
|
(33,145
|
)
|
|
|
|
|
|
|
||||
Net income (loss) per share (1):
|
|
|
|
|
||||
Basic and diluted - common stock
|
$
|
(0.34
|
)
|
|
$
|
(0.36
|
)
|
|
Basic and diluted - redeemable common stock
|
N/A
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding (1):
|
|
|
|
|
||||
Basic and diluted - common stock
|
121,618,039
|
|
|
99,651,444
|
|
|
||
Basic and diluted - redeemable common stock
|
N/A
|
|
|
10,714,285
|
|
|
1)
|
The net income (loss) per share and weighted-average shares outstanding for the
three months ended
March 31, 2016
, have been computed to give effect to the LLC Conversion that occurred on June 1, 2016, prior to the Company’s initial public offering ("IPO"). In conjunction with the LLC Conversion, (a) all of the Company’s outstanding units automatically converted into shares of common stock, based on the relative rights of the Company's pre-IPO equityholders as set forth in the Company's limited liability company agreement and (b) the Company adopted and filed a certificate of incorporation with the Secretary of State of the state of Delaware and adopted bylaws. The Company adopted and filed an amendment to its certificate of incorporation with the Secretary of State of the state of Delaware to effect a 1-for-5.5 reverse stock split of its common stock on June 1, 2016.
|
|
Three Months Ended
March 31, |
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
||||||
Revenue:
|
|
|
|
|
||||
Software and hardware
|
$
|
645
|
|
|
$
|
674
|
|
|
Software–as-a-service
|
15,231
|
|
|
13,701
|
|
|
||
Total software-related revenue
|
15,876
|
|
|
14,375
|
|
|
||
Maintenance
|
3,162
|
|
|
3,138
|
|
|
||
Sequencing and molecular analysis
|
510
|
|
|
—
|
|
|
||
Other services
|
2,961
|
|
|
1,938
|
|
|
||
Total net revenue
|
$
|
22,509
|
|
|
$
|
19,451
|
|
|
Cost of Revenue:
|
|
|
|
|
||||
Software and hardware
|
$
|
312
|
|
|
$
|
239
|
|
|
Software-as-a-service
|
7,233
|
|
|
4,423
|
|
|
||
Total software-related cost of revenue
|
7,545
|
|
|
4,662
|
|
|
||
Maintenance
|
862
|
|
|
530
|
|
|
||
Sequencing and molecular analysis
|
1,538
|
|
|
—
|
|
|
||
Other services
|
5,678
|
|
|
3,565
|
|
|
||
Amortization of developed technologies
|
3,406
|
|
|
4,281
|
|
|
||
Total cost of revenue
|
$
|
19,029
|
|
|
$
|
13,038
|
|
|
|
|
Three Months Ended
March 31, |
|
||||||
|
|
2017
|
|
2016
|
|
||||
|
|
|
|
||||||
Net loss
|
|
$
|
(41,115
|
)
|
|
$
|
(33,145
|
)
|
|
Adjustments to GAAP net loss:
|
|
|
|
|
|
||||
Loss from related party equity method investment
|
|
4,526
|
|
|
2,914
|
|
|
||
Stock-based compensation expense
|
|
250
|
|
|
98
|
|
|
||
Corporate restructuring
|
|
220
|
|
|
1,966
|
|
|
||
Acquisition related compensation expense
|
|
—
|
|
|
4,814
|
|
|
||
Acquisition related sales incentive
|
|
662
|
|
|
1,420
|
|
|
||
Change in fair value of derivatives liability
|
|
(215
|
)
|
|
—
|
|
|
||
Non-cash interest expense related to convertible notes
|
|
1,051
|
|
|
—
|
|
|
||
Intangible amortization
|
|
5,220
|
|
|
6,096
|
|
|
||
Impact of intangibles amortization on provision for (benefit from) income taxes
|
|
233
|
|
|
(4,528
|
)
|
|
||
Total adjustments to GAAP net loss
|
|
11,947
|
|
|
12,780
|
|
|
||
Net loss - Non-GAAP
|
|
$
|
(29,168
|
)
|
|
$
|
(20,365
|
)
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding (1)
|
|
121,618,039
|
|
|
99,651,444
|
|
|
||
Weighted average Series F/redeemable common stock (1)(2)
|
|
—
|
|
|
10,714,285
|
|
|
||
Shares outstanding - Non-GAAP (1)
|
|
121,618,039
|
|
|
110,365,729
|
|
|
||
|
|
|
|
|
|
||||
Net loss per Share - Non-GAAP (1)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
||||||
|
|
2017
|
|
2016
|
|
||||
|
|
|
|
||||||
Net loss per common share - GAAP
|
|
$
|
(0.34
|
)
|
|
$
|
(0.36
|
)
|
|
Adjustments to GAAP net loss per common share:
|
|
|
|
|
|
||||
Loss from related party equity method investment
|
|
0.04
|
|
|
0.03
|
|
|
||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
||
Corporate restructuring
|
|
—
|
|
|
0.02
|
|
|
||
Acquisition related compensation expense
|
|
—
|
|
|
0.05
|
|
|
||
Acquisition related sales incentive
|
|
0.01
|
|
|
0.01
|
|
|
||
Change in fair value of derivatives liability
|
|
—
|
|
|
—
|
|
|
||
Non-cash interest expense related to convertible notes
|
|
0.01
|
|
|
—
|
|
|
||
Intangible amortization
|
|
0.04
|
|
|
0.07
|
|
|
||
Impact of intangibles amortization on provision for (benefit from) income taxes
|
|
—
|
|
|
(0.05
|
)
|
|
||
Accretion to redemption value of Series F/redeemable common stock
|
|
—
|
|
|
0.03
|
|
|
||
Dilution from Series F/redeemable common stock
|
|
—
|
|
|
0.02
|
|
|
||
Total adjustments to GAAP net loss per common share
|
|
0.10
|
|
|
0.18
|
|
|
||
Net loss per share - Non-GAAP (1)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|