|
|
|
Delaware
|
|
001-37792
|
|
27-3019889
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
Item 2.02
|
Results of Operations and Financial Condition.
|
Item 9.01
|
Financial Statements and Exhibits
.
|
Exhibit No.
|
Description
|
99.1
|
Press Release dated November 9, 2017 announcing results for the quarter ended September 30, 2017.
|
|
|
|
|
NantHealth, Inc.
|
|
|
|
|
|
Date:
|
November 9, 2017
|
By:
|
|
/s/ Paul Holt
|
|
|
|
|
Paul Holt
|
|
|
|
|
Chief Financial Officer
|
|
Investor Contact:
Robert Jaffe
rjaffe@rjaffeco.com
424.288.4098
|
|
•
|
GPS Revenue Exceeds $1.0 Million in Q3, Up 128% from Q2
|
◦
|
547 GPS Commercial Tests Ordered in Q3, Up 44% from Q2
|
◦
|
204 GPS Tests Ordered in October, Largest Month of Orders to Date
|
◦
|
Signed New International Reseller, Expanding Global Coverage to Select Southeast Asia Markets
|
•
|
Executed on Sale of Provider/Patient Engagement Assets, Which Resulted in Reduction of Ongoing Operating Losses of approximately $50 Million on an Annualized Basis
|
•
|
Total Revenue of $21.8 million in Q3, Up 5% from $20.7 Million in Prior Year
|
•
|
SAAS Revenue of $15.2 million in Q3, up 9% from $14.0 million prior year
|
•
|
GAAP Net Loss per Share from Continuing Operations of $0.20 in Q3, Excludes $0.17 in GAAP Net Loss per Share from Discontinued Operations as a Result of the Sale of Provider/Patient Engagement Assets in Q3
|
•
|
New National GPS Cancer Payer:
The company signed a new GPS Cancer reimbursement contract with a large national employer in October 2017.
|
•
|
Local Coverage Determination (LCD) & National Coverage by CMS
: Based on data revealing the inaccuracy of tumor-only sequencing presented by NantHealth at the World Lung Conference in Q3, the company formally requested from the Molecular Diagnostic Services Program (MolDx) coverage for its tumor-normal DNA sequencing combined with RNA sequencing platform for lung cancer.
|
•
|
Expanded International Adoption:
The company is pursuing GPS Cancer partnerships with locally based resellers. During the quarter, the company entered into an agreement for GPS Cancer with Singapore-based Asia Genomics, under which Asia Genomics will distribute GPS Cancer to physicians in Singapore, Malaysia, Thailand, Vietnam and the Philippines. This new contract expands GPS Cancer beyond our existing international coverage in Israel, Italy, Mexico, and the Middle East.
|
•
|
GPS Cancer Reporting Now Includes a Validated Assay for Microsatellite Instability (MSI):
In tandem with the FDA’s approval of the use of pembrolizumab with molecular identification of patients with evidence for MSI, NantHealth is now offering MSI by sequencing as a validated assay available in all GPS Cancer orders. The approval of the use of a pharmaceutical agent for treating cancer based on a molecular characteristic such as MSI (instead of an anatomical basis of disease) is a new treatment paradigm in oncology, and expands the growing clinical utility footprint of precision molecular testing. GPS Cancer, which is built on tumor-normal sequencing, offers a more precise method for assessing MSI.
|
•
|
Clinical Decision Support:
won a two-year renewal with our largest customer and added two key customers
|
•
|
Connected Care and Payer Engagement:
added $5.8 million in recurring revenue through renewals and new business in Q3
|
•
|
New Navinet Open and Clinical Decision Support Customer:
implementations announced in Q2 progressing, completion expected in early 2018
|
•
|
A Restructuring Plan was initiated in the third quarter
to focus on the company’s core competencies: GPS (Cancer Molecular Profiling Services), Clinical Decision Support, Connected Care and Payer Engagement. The plan is expected to generate annualized cost savings of more than $70 million and significantly accelerate timeline to profitability.
|
•
|
In August, 2017, the company completed the sale
of its provider/patient engagement solutions business
to Allscripts Healthcare Solutions, Inc., resulting in the elimination of operating losses of approximately $50 million per year and the receipt of 15 million NantHealth shares of common stock previously purchased by Allscripts.
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
73,493
|
|
|
$
|
157,573
|
|
Accounts receivable, net
|
12,037
|
|
|
11,673
|
|
||
Inventories
|
974
|
|
|
1,685
|
|
||
Deferred implementation costs
|
1,121
|
|
|
606
|
|
||
Related party receivables, net
|
500
|
|
|
693
|
|
||
Prepaid expenses and other current assets
|
4,224
|
|
|
3,356
|
|
||
Current assets of discontinued operations
|
—
|
|
|
9,992
|
|
||
Total current assets
|
92,349
|
|
|
185,578
|
|
||
Property, plant, and equipment, net
|
19,984
|
|
|
20,129
|
|
||
Deferred implementation costs, net of current
|
4,374
|
|
|
3,201
|
|
||
Goodwill
|
114,625
|
|
|
114,625
|
|
||
Intangible assets, net
|
71,621
|
|
|
78,812
|
|
||
Investment in related party
|
160,542
|
|
|
207,197
|
|
||
Related party receivable, net of current
|
1,798
|
|
|
1,971
|
|
||
Other assets
|
1,834
|
|
|
2,195
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
70,683
|
|
||
Total assets
|
$
|
467,127
|
|
|
$
|
684,391
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
4,099
|
|
|
$
|
6,039
|
|
Accrued and other current liabilities
|
19,968
|
|
|
20,032
|
|
||
Deferred revenue
|
9,200
|
|
|
9,600
|
|
||
Related party payables, net
|
5,502
|
|
|
8,082
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
13,496
|
|
||
Total current liabilities
|
38,769
|
|
|
57,249
|
|
||
Deferred revenue, net of current
|
6,807
|
|
|
11,127
|
|
||
Related party liabilities
|
10,011
|
|
|
5,612
|
|
||
Related party promissory note
|
112,666
|
|
|
112,666
|
|
||
Related party convertible note, net
|
7,847
|
|
|
7,564
|
|
||
Convertible notes, net
|
73,787
|
|
|
70,810
|
|
||
Other liabilities
|
8,495
|
|
|
820
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
6,949
|
|
||
Total liabilities
|
258,382
|
|
|
272,797
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 106,963,706 and 121,250,437 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (Including 6,976 shares of restricted stock)
|
11
|
|
|
12
|
|
||
Additional paid-in capital
|
880,801
|
|
|
886,334
|
|
||
Accumulated deficit
|
(671,599
|
)
|
|
(475,273
|
)
|
||
Accumulated other comprehensive (loss) income
|
(468
|
)
|
|
521
|
|
||
Total stockholders' equity
|
208,745
|
|
|
411,594
|
|
||
Total liabilities and stockholders' equity
|
$
|
467,127
|
|
|
$
|
684,391
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
21,760
|
|
|
$
|
20,662
|
|
|
$
|
64,378
|
|
|
$
|
62,558
|
|
|
|
|
|
|
|
|
|
||||||||
Total cost of revenue
|
11,472
|
|
|
10,036
|
|
|
32,643
|
|
|
33,214
|
|
||||
Gross profit
|
10,288
|
|
|
10,626
|
|
|
31,735
|
|
|
29,344
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
17,521
|
|
|
22,034
|
|
|
54,181
|
|
|
88,860
|
|
||||
Research and development
|
7,749
|
|
|
9,960
|
|
|
25,051
|
|
|
36,519
|
|
||||
Amortization of acquisition-related assets
|
1,054
|
|
|
1,054
|
|
|
3,163
|
|
|
3,162
|
|
||||
Total operating expenses
|
26,324
|
|
|
33,048
|
|
|
82,395
|
|
|
128,541
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(16,036
|
)
|
|
(22,422
|
)
|
|
(50,660
|
)
|
|
(99,197
|
)
|
||||
Interest expense, net
|
(4,067
|
)
|
|
(1,415
|
)
|
|
(12,049
|
)
|
|
(4,760
|
)
|
||||
Other income, net
|
60
|
|
|
104
|
|
|
308
|
|
|
541
|
|
||||
Loss from related party equity method investment including impairment loss
|
(2,942
|
)
|
|
(2,604
|
)
|
|
(46,353
|
)
|
|
(7,893
|
)
|
||||
Loss from continuing operations before income taxes
|
(22,985
|
)
|
|
(26,337
|
)
|
|
(108,754
|
)
|
|
(111,309
|
)
|
||||
Provision for (benefit from) income taxes
|
30
|
|
|
55
|
|
|
85
|
|
|
(19,203
|
)
|
||||
Net loss from continuing operations
|
(23,015
|
)
|
|
(26,392
|
)
|
|
(108,839
|
)
|
|
(92,106
|
)
|
||||
Loss from discontinued operations, net of tax
|
(19,383
|
)
|
|
(10,482
|
)
|
|
(44,738
|
)
|
|
(32,045
|
)
|
||||
Net loss
|
$
|
(42,398
|
)
|
|
$
|
(36,874
|
)
|
|
$
|
(153,577
|
)
|
|
$
|
(124,151
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.20
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
(0.90
|
)
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.17
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.37
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(1.19
|
)
|
Basic and diluted - redeemable common stock
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
$
|
0.74
|
|
|||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
115,924,122
|
|
|
121,245,440
|
|
|
119,745,231
|
|
|
108,359,973
|
|
||||
Basic and diluted - redeemable common stock
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6,686,653
|
|
(1)
|
The net income (loss) per share and weighted-average shares outstanding for the
three and nine
months ended
September 30, 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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Software and hardware
|
$
|
1,162
|
|
|
$
|
2,065
|
|
|
$
|
4,408
|
|
|
$
|
6,077
|
|
Software–as-a-service
|
15,200
|
|
|
14,000
|
|
|
44,863
|
|
|
41,809
|
|
||||
Total software-related revenue
|
16,362
|
|
|
16,065
|
|
|
49,271
|
|
|
47,886
|
|
||||
Maintenance
|
2,696
|
|
|
1,979
|
|
|
8,182
|
|
|
6,979
|
|
||||
Sequencing and molecular analysis
|
1,025
|
|
|
77
|
|
|
1,985
|
|
|
122
|
|
||||
Other services
|
1,677
|
|
|
2,541
|
|
|
4,940
|
|
|
7,571
|
|
||||
Total net revenue
|
$
|
21,760
|
|
|
$
|
20,662
|
|
|
$
|
64,378
|
|
|
$
|
62,558
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of Revenue:
|
|
|
|
|
|
|
|
||||||||
Software and hardware
|
$
|
443
|
|
|
$
|
528
|
|
|
$
|
596
|
|
|
$
|
668
|
|
Software-as-a-service
|
5,859
|
|
|
4,159
|
|
|
17,143
|
|
|
14,791
|
|
||||
Total software-related cost of revenue
|
6,302
|
|
|
4,687
|
|
|
17,739
|
|
|
15,459
|
|
||||
Maintenance
|
274
|
|
|
112
|
|
|
564
|
|
|
621
|
|
||||
Sequencing and molecular analysis
|
1,757
|
|
|
570
|
|
|
4,807
|
|
|
929
|
|
||||
Other services
|
1,996
|
|
|
2,623
|
|
|
5,504
|
|
|
9,309
|
|
||||
Amortization of developed technologies
|
1,143
|
|
|
2,044
|
|
|
4,029
|
|
|
6,896
|
|
||||
Total cost of revenue
|
$
|
11,472
|
|
|
$
|
10,036
|
|
|
$
|
32,643
|
|
|
$
|
33,214
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
||||||||||
Net loss from continuing operations
|
$
|
(23,015
|
)
|
|
$
|
(26,392
|
)
|
|
$
|
(108,839
|
)
|
|
$
|
(92,106
|
)
|
Adjustments to GAAP net loss:
|
|
|
|
|
|
|
|
||||||||
Loss from related party equity method investment including impairment loss
|
2,942
|
|
|
2,604
|
|
|
46,353
|
|
|
7,893
|
|
||||
Stock-based compensation expense from continuing operations
|
(170
|
)
|
|
3,576
|
|
|
(485
|
)
|
|
40,455
|
|
||||
Corporate restructuring from continuing operations
|
807
|
|
|
362
|
|
|
2,396
|
|
|
2,298
|
|
||||
Acquisition related compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,814
|
|
||||
Acquisition related sales incentive
|
727
|
|
|
567
|
|
|
2,061
|
|
|
2,027
|
|
||||
Change in fair value of derivatives liability
|
(6
|
)
|
|
—
|
|
|
(245
|
)
|
|
—
|
|
||||
Non-cash interest expense related to convertible notes
|
1,121
|
|
|
—
|
|
|
3,260
|
|
|
—
|
|
||||
Intangible amortization from continuing operations
|
2,197
|
|
|
3,098
|
|
|
7,192
|
|
|
10,058
|
|
||||
Securities litigation costs
|
500
|
|
|
—
|
|
|
685
|
|
|
—
|
|
||||
Impacts of the conversion from a limited liability company to a corporation on benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,533
|
)
|
||||
Total adjustments to GAAP net loss from continuing operations
|
8,118
|
|
|
10,207
|
|
|
61,217
|
|
|
48,012
|
|
||||
Net loss - Non-GAAP from continuing operations
|
$
|
(14,897
|
)
|
|
$
|
(16,185
|
)
|
|
$
|
(47,622
|
)
|
|
$
|
(44,094
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
(1)
|
115,924,122
|
|
|
121,245,440
|
|
|
119,745,231
|
|
|
108,359,973
|
|
||||
Weighted average Series F/redeemable stock
(1)(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,686,653
|
|
||||
Shares outstanding - Non-GAAP
(1)
|
115,924,122
|
|
|
121,245,440
|
|
|
119,745,231
|
|
|
115,046,626
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share from continuing operations - Non-GAAP
(1)
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.38
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss per common share from continuing operations
-
GAAP
|
$
|
(0.20
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
(0.90
|
)
|
Adjustments to GAAP net loss per common share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Loss from related party equity method investment including impairment loss
|
0.03
|
|
|
0.02
|
|
|
0.39
|
|
|
0.07
|
|
||||
Stock-based compensation expense from continuing operations
|
—
|
|
|
0.03
|
|
|
—
|
|
|
0.37
|
|
||||
Corporate restructuring from continuing operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
0.02
|
|
||||
Acquisition related compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
||||
Acquisition related sales incentive
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
0.02
|
|
||||
Non-cash interest expense related to convertible notes
|
0.01
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||||
Intangible amortization from continuing operations
|
0.01
|
|
|
0.04
|
|
|
0.04
|
|
|
0.10
|
|
||||
Securities litigation costs
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Impacts of the conversion from a limited liability company to a corporation on benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.18
|
)
|
||||
Accretion to redemption value of Series F/redeemable common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
||||
Dilution from Series F/redeemable common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||
Total adjustments to GAAP net loss per common share from continuing operations
|
0.07
|
|
|
0.09
|
|
|
0.51
|
|
|
0.52
|
|
||||
Net loss per common share from continuing operations - Non-GAAP
(1)
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.38
|
)
|
(1)
|
The net loss per common share - non-GAAP, weighted average shares outstanding, weighted average Series F units/redeemable stock, and shares outstanding - non-GAAP have been computed to give effect to the LLC conversion that occurred June 1, 2016 prior to our IPO. In conjunction with the LLC Conversion, (a) all of our outstanding units automatically converted into shares of common stock, based on the relative rights of our pre-IPO equityholders as set forth in the limited liability company agreement and (b) we adopted and filed a certificate of incorporation with the Secretary of State of the state of Delaware and adopted bylaws. We filed an amended certificate of incorporation to effect a 1-for-5.5 reverse stock split of our common stock on June 1, 2016.
|
(2)
|
The weighted average shares outstanding have been further adjusted to account for the redeemable Series F units (converted to common stock in conjunction with the LLC conversion), whose Put Right expired on June 20, 2016. Prior to June 20, 2016, these units/shares of common stock were classified as redeemable members’/stockholders’ equity in the balance sheet, and as such, were not included in the weighted-average shares outstanding prior to June 20, 2016. The Put Right expired June 20, 2016, and the shares were no longer redeemable and are included in shareholders’ equity following that day. The weighted-average shares are adjusted to include the redeemable common stock in the weighted average shares outstanding for the entire period.
|