UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8‑K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 9, 2017
NantHealth, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-37792
 
27-3019889
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
9920 Jefferson Boulevard
Culver City, California 90232
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (310) 883-1300

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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


 





Item 2.02
Results of Operations and Financial Condition.

On November 9, 2017 , NantHealth, Inc. publicly disseminated a press release announcing its financial results for the three months ended September 30, 2017 . A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits .

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit No.
Description
99.1
Press Release dated November 9, 2017 announcing results for the quarter ended September 30, 2017.






EXHIBIT INDEX
Exhibit No.
Description

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
NantHealth, Inc.
 
 
 
 
Date:
November 9, 2017
By:
 
/s/ Paul Holt
 
 
 
 
Paul Holt
 
 
 
 
Chief Financial Officer




Exhibit 99.1
  NANTHEALTHLOGOAA01.JPG
 
Investor Contact:
Robert Jaffe
rjaffe@rjaffeco.com
424.288.4098
 

NANTHEALTH REPORTS 2017 THIRD QUARTER FINANCIAL RESULTS; GPS REVENUE DOUBLES FROM PRECEDING QUARTER

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

Culver City, Calif. - November 9, 2017 - NantHealth, Inc. (NASDAQ-GS: NH), a next-generation, evidence-based, personalized healthcare company, today reported financial results for its third quarter ended September 30, 2017.

In August 2017, NantHealth sold its provider/patient engagement assets to Allscripts to focus on core competencies and accelerate the plan to achieve profitability. As a result, the company has classified the current and prior period operating results of its provider/patient engagement business as discontinued operations. All results presented below represent the company’s continuing operations.

The company reported 547 GPS Commercial Tests were ordered in Q3, up from 379 in Q2.

GPS Cancer - Highlights
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.





“We are encouraged and heartened by the positive results of an independent 1,040-patient clinical study performed at the Memorial Sloan Kettering Cancer Center and recently published in the Journal of the American Medical Association (JAMA),” said Patrick Soon-Shiong, M.D., Chief Executive Officer and Chairman of NantHealth. “Results of the study show that universal sequencing of a broad panel of cancer-related genes in paired germline and tumor DNA samples, similar to GPS Cancer, was associated with increased detection of clinically significant mutations. The study’s conclusion directly supports our long-held contention and aligns with the data we presented to MolDx illustrating the need for tumor-normal sequencing for all cancer patients. We are making every effort to share this medically important information with regulatory bodies, the oncology community and insurers.”

Payer Engagement & Clinical Decision Support Software and Services:
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

“During the quarter, we made excellent progress on the plan to focus our business on core competencies, enhanced efficiencies and accelerate toward profitability,” said Ron Louks, Chief Operating Officer of NantHealth. “Regarding our third quarter financial performance, the key highlights of our performance were significantly increased sales of our GPS solution and substantially lower operating expenses, which were largely due to the sale of our provider/patient engagement assets combined with our recently implemented restructuring plan.”

Business and Financial Highlights
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.

For the 2017 third quarter, total net revenue increased to $21.8 million from $20.7 million in 2016 third quarter. Gross profit was $10.3 million compared with $10.6 million for the prior year third quarter. Selling, general and administrative expenses substantially declined to $17.5 million from $22.0 million for the 2016 third quarter. Research and development expenses decreased to $7.7 million from $10.0 million. Net loss from continuing operations, net of tax, narrowed to $23.0 million, or $0.20 per share, from $26.4 million, or $0.22 per share for the 2016 third quarter. Loss from discontinued operations, net of tax, was $19.4 million, or $0.17 per share, compared with $10.5 million, or $0.09 per share, for the prior year third quarter. Net loss was $42.4 million, or $0.37 per share, compared with $36.9 million, or $0.30 per share, for 2016 third quarter.

Financial results for the 2017 third quarter included approximately $2.9 million loss from related party equity method investment, $0.8 million of corporate restructuring expense, $0.7 million of acquisition related sales incentive, $1.1 million of net non-cash expense related to convertible notes, and $2.2 million of intangible amortization, totaling $0.07 per share. On a non-GAAP basis, adjusted net loss from continuing operations was $14.9 million, or $0.13 per share, for the 2017 third quarter, compared with $16.2 million, or $0.13 per share, for the 2016 third quarter.










Conference Call Information and Forward-Looking Statements
Later today, the company will host a conference call at 1:30 p.m. PT (4:30 p.m. ET) to review its results of operations for the third quarter ended September 30, 2017. The conference call will be available to interested parties by dialing 844-309-3709 from the U.S. or Canada, or 281-962-4864 from international locations, passcode 7296769. The call will be broadcast via the Internet at www.nanthealth.com. Listeners are encouraged to visit the website at least 10 minutes prior to the start of the scheduled presentation to register, download and install any necessary audio software. A playback of the call will be archived and accessible on the same website for at least three months.

Discussion during the conference call may include forward-looking statements regarding topics such as the company’s financial status and performance, regulatory and operational developments, and other comments the company may make about its future plans or prospects in response to questions from participants on the conference call.

Use of Non-GAAP Financial Measures
This news release contains references to Non-GAAP financial measures, including adjusted net loss and adjusted net loss per share, which are financial measures that are not prepared in conformity with United States generally accepted accounting principles (U.S. GAAP). The Company’s management believes that the presentation of Non-GAAP financial measures provides useful supplementary information regarding operational performance, because it enhances an investor’s overall understanding of the financial results for the Company’s core business. Additionally, it provides a basis for the comparison of the financial results for the Company’s core business between current, past and future periods. Other companies may define these measures in different ways. Non-GAAP financial measures should be considered only as a supplement to, and not as a substitute for or as a superior measure to, financial measures prepared in accordance with U.S. GAAP. Non-GAAP per share numbers are calculated based on one class of common stock and do not incorporate the effects, if any, of using the two-class method.

About NantHealth, Inc.
NantHealth, Inc., a member of the NantWorks ecosystem of companies, is a next-generation, evidence-based, personalized healthcare company enabling improved patient outcomes and more effective treatment decisions for critical illnesses. NantHealth's unique systems-based approach to personalized healthcare applies novel diagnostics tailored to the specific molecular profiles of patient tissues and integrates this molecular data in a clinical setting with large-scale, real-time biometric signal and phenotypic data to track patient outcomes and deliver precision medicine. For nearly a decade, NantHealth has developed an adaptive learning system, which includes its unique software, middleware and hardware systems infrastructure that collects, indexes, analyzes and interprets billions of molecular, clinical, operational and financial data points derived from novel and traditional sources, continuously improves decision-making and further optimizes our clinical pathways and decision algorithms over time. For more information please visit  www.nanthealth.com .

About GPS Cancer™
GPS Cancer™ is a unique, comprehensive test available through NantHealth. GPS Coverage
GPS Cancer integrates whole genome (DNA) sequencing, whole transcriptome (RNA) sequencing, and quantitative proteomics through mass spectrometry, providing oncologists with a comprehensive molecular profile of a patient’s cancer to inform personalized treatment strategies. GPS Cancer testing is conducted in CLIA-certified and CAP-accredited laboratories, and is a key enabler for Cancer Breakthroughs 2020, the world’s most comprehensive cancer collaborative initiative seeking to accelerate the potential of combination immunotherapy as the next generation standard of care in cancer patients. For more information, visit  www.gpscancer.com  and www.cancerbreakthroughs2020.org .











This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. Risks and uncertainties include, but are not limited to: our ability to successfully integrate a complex learning system to address a wide range of healthcare issues; our ability to successfully amass the requisite data to achieve maximum network effects; appropriately allocating financial and human resources across a broad array of product and service offerings; raising additional capital as necessary to fund our operations; achieving significant commercial market acceptance for our sequencing and molecular analysis solutions; establish relationships with, key thought leaders or payers’ key decision makers in order to establish GPS Cancer as a standard of care for patients with cancer; our ability to grow the market for our Systems Infrastructure, and applications; successfully enhancing our Systems Infrastructure and applications to achieve market acceptance and keep pace with technological developments; customer concentration; competition; security breaches; bandwidth limitations; our ability to continue our relationship with NantOmics; our ability to obtain regulatory approvals; dependence upon senior management; the need to comply with and meet applicable laws and regulations; unexpected adverse events; clinical adoption and market acceptance of GPS Cancer; and anticipated cost savings. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our reports filed with the Securities and Exchange Commission.
# # #

FINANCIAL TABLES FOLLOW





NantHealth, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
 
September 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
73,493

 
$
157,573

Accounts receivable, net
12,037

 
11,673

Inventories
974

 
1,685

Deferred implementation costs
1,121

 
606

Related party receivables, net
500

 
693

Prepaid expenses and other current assets
4,224

 
3,356

Current assets of discontinued operations

 
9,992

Total current assets
92,349

 
185,578

Property, plant, and equipment, net
19,984

 
20,129

Deferred implementation costs, net of current
4,374

 
3,201

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






NantHealth, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
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






Footnote:    
(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.
The net loss per share for the common stock for the nine months ended September 30, 2016 reflects $4,958 in accretion value allocated to the redeemable common stock. The redeemable common stock contained a put right, which expired unexercised on June 20, 2016. As a result of and as of that date, the shares were no longer redeemable and were included in common stock.





NantHealth, Inc.
Supplemental Revenue Schedule
(Dollars in thousands)
(Unaudited)

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

 
$
2,065

 
$
4,408

 
$
6,077

Software–as-a-service
15,200

 
14,000

 
44,863

 
41,809

Total software-related revenue
16,362

 
16,065

 
49,271

 
47,886

Maintenance
2,696

 
1,979

 
8,182

 
6,979

Sequencing and molecular analysis
1,025

 
77

 
1,985

 
122

Other services
1,677

 
2,541

 
4,940

 
7,571

Total net revenue
$
21,760

 
$
20,662

 
$
64,378

 
$
62,558

 
 
 
 
 
 
 
 
Cost of Revenue:
 
 
 
 
 
 
 
Software and hardware
$
443

 
$
528

 
$
596

 
$
668

Software-as-a-service
5,859

 
4,159

 
17,143

 
14,791

Total software-related cost of revenue
6,302

 
4,687

 
17,739

 
15,459

Maintenance
274

 
112

 
564

 
621

Sequencing and molecular analysis
1,757

 
570

 
4,807

 
929

Other services
1,996

 
2,623

 
5,504

 
9,309

Amortization of developed technologies
1,143

 
2,044

 
4,029

 
6,896

Total cost of revenue
$
11,472

 
$
10,036

 
$
32,643

 
$
33,214







NantHealth, Inc.
Non-GAAP Net Loss and Non-GAAP Net Loss Per Share
(Dollars in thousands, except per share amounts)
(Unaudited)

 
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
)

Reconciliation of Net Loss per Common Share to Net Loss per Common Share - Non-GAAP (Unaudited):

 
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.