|
|
|
Delaware
|
|
001-37792
|
|
27-3019889
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001 per share
|
NH
|
The Nasdaq Stock Market LLC
|
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
99.1
|
Unaudited Pro Forma Financial Information of NantHealth, Inc.
|
|
|
|
|
NantHealth, Inc.
|
|
|
|
|
|
Date:
|
February 6, 2020
|
By:
|
|
/s/ Bob Petrou
|
|
|
|
|
Bob Petrou
|
|
|
|
|
Chief Financial Officer
|
Exhibit No.
|
Description
|
|
As Reported (A)
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,326
|
|
|
$
|
47,250
|
|
(C)
|
$
|
56,576
|
|
Accounts receivable, net
|
10,948
|
|
|
(3,926
|
)
|
(D)
|
7,022
|
|
|||
Inventories
|
202
|
|
|
(202
|
)
|
(D)
|
—
|
|
|||
Related party receivables, net
|
1,047
|
|
|
—
|
|
|
1,047
|
|
|||
Prepaid expenses and other current assets
|
23,670
|
|
|
(525
|
)
|
(D)
|
23,145
|
|
|||
Total current assets
|
45,193
|
|
|
42,597
|
|
|
87,790
|
|
|||
Property, plant, and equipment, net
|
16,351
|
|
|
(711
|
)
|
(D)
|
15,640
|
|
|||
Goodwill
|
115,930
|
|
|
(18,623
|
)
|
(E)
|
97,307
|
|
|||
Intangible assets, net
|
54,045
|
|
|
—
|
|
|
54,045
|
|
|||
Investment in related party
|
33,612
|
|
|
—
|
|
|
33,612
|
|
|||
Related party receivable, net of current
|
1,029
|
|
|
—
|
|
|
1,029
|
|
|||
Operating lease right-of-use assets
|
10,353
|
|
|
(1,675
|
)
|
(D)
|
8,678
|
|
|||
Other assets
|
1,903
|
|
|
—
|
|
|
1,903
|
|
|||
Total assets
|
$
|
278,416
|
|
|
$
|
21,588
|
|
|
$
|
300,004
|
|
|
|
|
|
|
|
||||||
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
2,912
|
|
|
$
|
(237
|
)
|
(D)
|
$
|
2,675
|
|
Accrued and other current liabilities
|
35,044
|
|
|
810
|
|
(D)(F)
|
35,854
|
|
|||
Deferred revenue
|
17,792
|
|
|
(10,742
|
)
|
(D)
|
7,050
|
|
|||
Related party payables, net
|
3,771
|
|
|
—
|
|
|
3,771
|
|
|||
Notes payable
|
946
|
|
|
—
|
|
|
946
|
|
|||
Total current liabilities
|
60,465
|
|
|
(10,169
|
)
|
|
50,296
|
|
|||
Deferred revenue, net of current
|
2,764
|
|
|
(539
|
)
|
(D)
|
2,225
|
|
|||
Related party liabilities
|
22,583
|
|
|
—
|
|
|
22,583
|
|
|||
Related party promissory note
|
112,666
|
|
|
—
|
|
|
112,666
|
|
|||
Related party convertible note, net
|
8,736
|
|
|
—
|
|
|
8,736
|
|
|||
Convertible notes, net
|
83,281
|
|
|
—
|
|
|
83,281
|
|
|||
Deferred income taxes, net
|
1,892
|
|
|
—
|
|
|
1,892
|
|
|||
Operating lease liabilities
|
11,418
|
|
|
(1,659
|
)
|
(D)
|
9,759
|
|
|||
Other liabilities
|
21,188
|
|
|
—
|
|
|
21,188
|
|
|||
Total liabilities
|
324,993
|
|
|
(12,367
|
)
|
|
312,626
|
|
|||
|
|
|
|
|
|
||||||
Stockholders' deficit
|
|
|
|
|
|
||||||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 110,619,906 shares issued and outstanding at September 30, 2019
|
11
|
|
|
—
|
|
|
11
|
|
|||
Additional paid-in capital
|
888,994
|
|
|
(65
|
)
|
(G)
|
888,929
|
|
|||
Accumulated deficit
|
(935,135
|
)
|
|
34,020
|
|
(H)
|
(901,115
|
)
|
|||
Accumulated other comprehensive loss
|
(447
|
)
|
|
—
|
|
|
(447
|
)
|
|||
Total stockholders' deficit
|
(46,577
|
)
|
|
33,955
|
|
|
(12,622
|
)
|
|||
Total liabilities and stockholders' deficit
|
$
|
278,416
|
|
|
$
|
21,588
|
|
|
$
|
300,004
|
|
|
As Reported (A)
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
$
|
54,421
|
|
|
$
|
—
|
|
|
$
|
54,421
|
|
Software and hardware related
|
5,135
|
|
|
(5,135
|
)
|
(I)
|
—
|
|
|||
Maintenance
|
7,771
|
|
|
(7,771
|
)
|
(I)
|
—
|
|
|||
Total software-related revenue
|
67,327
|
|
|
(12,906
|
)
|
|
54,421
|
|
|||
Sequencing and molecular analysis
|
1,581
|
|
|
—
|
|
|
1,581
|
|
|||
Home health care services
|
2,863
|
|
|
—
|
|
|
2,863
|
|
|||
Total net revenue
|
71,771
|
|
|
(12,906
|
)
|
|
58,865
|
|
|||
|
|
|
|
|
|
||||||
Cost of Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
17,155
|
|
|
(213
|
)
|
(I)
|
16,942
|
|
|||
Software and hardware related
|
2,203
|
|
|
(2,203
|
)
|
(I)
|
—
|
|
|||
Maintenance
|
1,065
|
|
|
(1,035
|
)
|
(I)
|
30
|
|
|||
Amortization of developed technologies
|
3,519
|
|
|
—
|
|
|
3,519
|
|
|||
Total software-related cost of revenue
|
23,942
|
|
|
(3,451
|
)
|
|
20,491
|
|
|||
Sequencing and molecular analysis
|
4,065
|
|
|
—
|
|
|
4,065
|
|
|||
Home health care services
|
1,471
|
|
|
—
|
|
|
1,471
|
|
|||
Total cost of revenue
|
29,478
|
|
|
(3,451
|
)
|
|
26,027
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
42,293
|
|
|
(9,455
|
)
|
|
32,838
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
47,101
|
|
|
(4,330
|
)
|
(J)
|
42,771
|
|
|||
Research and development
|
14,232
|
|
|
(3,990
|
)
|
(J)
|
10,242
|
|
|||
Amortization of acquisition-related assets
|
3,163
|
|
|
—
|
|
|
3,163
|
|
|||
Impairment of intangible assets
|
3,977
|
|
|
—
|
|
|
3,977
|
|
|||
Total operating expenses
|
68,473
|
|
|
(8,320
|
)
|
|
60,153
|
|
|||
Loss from operations
|
(26,180
|
)
|
|
(1,135
|
)
|
|
(27,315
|
)
|
|||
Interest expense, net
|
(13,443
|
)
|
|
—
|
|
|
(13,443
|
)
|
|||
Other expense, net
|
(5,039
|
)
|
|
—
|
|
|
(5,039
|
)
|
|||
Loss from related party equity method investment
|
(6,401
|
)
|
|
—
|
|
|
(6,401
|
)
|
|||
Loss from continuing operations before income taxes
|
(51,063
|
)
|
|
(1,135
|
)
|
|
(52,198
|
)
|
|||
Benefit from income taxes
|
(168
|
)
|
|
—
|
|
|
(168
|
)
|
|||
Net loss from continuing operations
|
$
|
(50,895
|
)
|
|
$
|
(1,135
|
)
|
|
$
|
(52,030
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
||||||
Continuing operations - common stock
|
$
|
(0.46
|
)
|
|
|
|
$
|
(0.47
|
)
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
110,261,279
|
|
|
|
|
110,261,279
|
|
|
As Reported (B)
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
65,646
|
|
|
—
|
|
|
65,646
|
|
|||
Software and hardware related
|
4,534
|
|
|
(4,534
|
)
|
(I)
|
—
|
|
|||
Maintenance
|
9,834
|
|
|
(9,834
|
)
|
(I)
|
—
|
|
|||
Total software-related revenue
|
80,014
|
|
|
(14,368
|
)
|
|
65,646
|
|
|||
Sequencing and molecular analysis
|
3,129
|
|
|
—
|
|
|
3,129
|
|
|||
Home health care services
|
6,321
|
|
|
—
|
|
|
6,321
|
|
|||
Total net revenue
|
89,464
|
|
|
(14,368
|
)
|
|
75,096
|
|
|||
|
|
|
|
|
|
||||||
Cost of Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
23,691
|
|
|
(201
|
)
|
(I)
|
23,490
|
|
|||
Software and hardware related
|
3,335
|
|
|
(3,225
|
)
|
(I)
|
110
|
|
|||
Maintenance
|
924
|
|
|
(924
|
)
|
(I)
|
—
|
|
|||
Amortization of developed technologies
|
4,933
|
|
|
—
|
|
|
4,933
|
|
|||
Total software-related cost of revenue
|
32,883
|
|
|
(4,350
|
)
|
|
28,533
|
|
|||
Sequencing and molecular analysis
|
8,055
|
|
|
—
|
|
|
8,055
|
|
|||
Home health care services
|
3,331
|
|
|
—
|
|
|
3,331
|
|
|||
Total cost of revenue
|
44,269
|
|
|
(4,350
|
)
|
|
39,919
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
45,195
|
|
|
(10,018
|
)
|
|
35,177
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
70,763
|
|
|
(6,158
|
)
|
(J)
|
64,605
|
|
|||
Research and development
|
20,916
|
|
|
(5,184
|
)
|
(J)
|
15,732
|
|
|||
Amortization of acquisition-related assets
|
4,217
|
|
|
—
|
|
|
4,217
|
|
|||
Total operating expenses
|
95,896
|
|
|
(11,342
|
)
|
|
84,554
|
|
|||
Loss from operations
|
(50,701
|
)
|
|
1,324
|
|
|
(49,377
|
)
|
|||
Interest expense, net
|
(17,120
|
)
|
|
—
|
|
|
(17,120
|
)
|
|||
Other expense, net
|
(17,876
|
)
|
|
—
|
|
|
(17,876
|
)
|
|||
Loss from related party equity method investment
|
(108,409
|
)
|
|
—
|
|
|
(108,409
|
)
|
|||
Loss from continuing operations before income taxes
|
(194,106
|
)
|
|
1,324
|
|
|
(192,782
|
)
|
|||
Benefit from income taxes
|
(3,673
|
)
|
|
—
|
|
|
(3,673
|
)
|
|||
Net loss from continuing operations
|
$
|
(190,433
|
)
|
|
$
|
1,324
|
|
|
$
|
(189,109
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
||||||
Continuing operations - common stock
|
$
|
(1.74
|
)
|
|
|
|
$
|
(1.73
|
)
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
109,168,798
|
|
|
|
|
109,168,798
|
|
|
As Reported (B)
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
60,730
|
|
|
—
|
|
|
60,730
|
|
|||
Software and hardware related
|
7,648
|
|
|
(7,648
|
)
|
(I)
|
—
|
|
|||
Maintenance
|
10,421
|
|
|
(10,421
|
)
|
(I)
|
—
|
|
|||
Total software-related revenue
|
78,799
|
|
|
(18,069
|
)
|
|
60,730
|
|
|||
Sequencing and molecular analysis
|
2,554
|
|
|
—
|
|
|
2,554
|
|
|||
Home health care services
|
5,323
|
|
|
—
|
|
|
5,323
|
|
|||
Total net revenue
|
86,676
|
|
|
(18,069
|
)
|
|
68,607
|
|
|||
|
|
|
|
|
|
||||||
Cost of Revenue:
|
|
|
|
|
|
||||||
Software-as-a-service related
|
21,939
|
|
|
(176
|
)
|
(I)
|
21,763
|
|
|||
Software and hardware related
|
4,749
|
|
|
(3,852
|
)
|
(I)
|
897
|
|
|||
Maintenance
|
749
|
|
|
(133
|
)
|
(I)
|
616
|
|
|||
Amortization of developed technologies
|
5,172
|
|
|
(600
|
)
|
(I)
|
4,572
|
|
|||
Total software-related cost of revenue
|
32,609
|
|
|
(4,761
|
)
|
|
27,848
|
|
|||
Sequencing and molecular analysis
|
6,084
|
|
|
—
|
|
|
6,084
|
|
|||
Home health care services
|
2,829
|
|
|
—
|
|
|
2,829
|
|
|||
Total cost of revenue
|
41,522
|
|
|
(4,761
|
)
|
|
36,761
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
45,154
|
|
|
(13,308
|
)
|
|
31,846
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
74,976
|
|
|
(6,469
|
)
|
(J)
|
68,507
|
|
|||
Research and development
|
33,862
|
|
|
(5,417
|
)
|
(J)
|
28,445
|
|
|||
Amortization of acquisition-related assets
|
4,216
|
|
|
—
|
|
|
4,216
|
|
|||
Total operating expenses
|
113,054
|
|
|
(11,886
|
)
|
|
101,168
|
|
|||
Loss from operations
|
(67,900
|
)
|
|
(1,422
|
)
|
|
(69,322
|
)
|
|||
Interest expense, net
|
(16,168
|
)
|
|
—
|
|
|
(16,168
|
)
|
|||
Other income, net
|
800
|
|
|
—
|
|
|
800
|
|
|||
Loss from related party equity method investment
|
(50,334
|
)
|
|
—
|
|
|
(50,334
|
)
|
|||
Loss from continuing operations before income taxes
|
(133,602
|
)
|
|
(1,422
|
)
|
|
(135,024
|
)
|
|||
Benefit from income taxes
|
(2,203
|
)
|
|
—
|
|
|
(2,203
|
)
|
|||
Net loss from continuing operations
|
$
|
(131,399
|
)
|
|
$
|
(1,422
|
)
|
|
$
|
(132,821
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
||||||
Continuing operations - common stock
|
$
|
(1.12
|
)
|
|
|
|
$
|
(1.14
|
)
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
116,737,860
|
|
|
|
|
116,737,860
|
|
(A)
|
As reported in the Quarterly Report on Form 10-Q filed by the Company with the SEC on November 8, 2019.
|
(B)
|
As reported in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2019.
|
(C)
|
Pro forma adjustment includes cash consideration of $47,250 received in exchange for the Connected Care Business, subject to finalization of certain post-closing working capital adjustments. The Purchaser placed $238 of the cash consideration in an escrow fund which is classified as restricted cash.
|
(D)
|
Represents the pro forma effect to remove the assets and liabilities included in the Disposition as if it had occurred on September 30, 2019.
|
(E)
|
Represents the pro forma effect of removing the relative fair value of goodwill attributable to the Connected Care Business as if the Disposition had occurred on September 30, 2019. Goodwill allocated to the Connected Care Business was calculated based on the fair value of the Connected Care Business as a percentage of the total fair value of the Connected Care Business and the Company that remains after the Disposition.
|
(F)
|
Pro forma adjustment includes $1,162 of additional accrued transaction costs directly attributable to the Disposition, not recorded as of September 30, 2019.
|
(G)
|
Represents the forfeiture of share-based awards in conjunction with the Disposition for the employees who ceased being employed by the Company and have become employees of the Purchaser relative to the Disposition.
|
(H)
|
The pro forma adjustment to accumulated deficit includes the following:
|
Cash received as consideration for Disposition
|
$
|
47,250
|
|
(C)
|
Less: Net assets disposed
|
(12,133
|
)
|
|
|
Gain on Disposition (1)
|
35,117
|
|
|
|
Estimated transaction costs associated with the Disposition
|
(1,162
|
)
|
(F)
|
|
Effect of forfeiture of share-based awards on accumulated deficit (2)
|
65
|
|
(G)
|
|
Total pro forma adjustment to accumulated deficit
|
$
|
34,020
|
|
|
(I)
|
Represents the pro forma effect of the Disposition on revenue and cost of revenue as if it had occurred on January 1, 2017.
|
(J)
|
Represents the pro forma effect of the Disposition on operating and administrative expenses as if it had occurred on January 1, 2017. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
|