|
|
|
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
|
Exhibit No.
|
Description
|
|
|
|
|
NantHealth, Inc.
|
|
|
|
|
|
Date:
|
August 9, 2018
|
By:
|
|
/s/ Paul Holt
|
|
|
|
|
Paul Holt
|
|
|
|
|
Chief Financial Officer
|
|
Investor Contact:
Robert Jaffe
rjaffe@rjaffeco.com
424.288.4098
|
|
•
|
Liquid GPS® Successfully Launched in Q2
|
•
|
Total Revenue in Q2 was $22.0 Million
|
◦
|
Revenue in 2017 Q2 included a large completed Connected Care device implementation of approximately $4 million, benefiting prior period revenue of $23.5 million
|
◦
|
SaaS revenue of $16.2 million in Q2, up 9% from $14.9 million in prior year Q2
|
◦
|
In June 2018, introduced two SaaS products on the NaviNet Platform
|
•
|
Molecular Analysis Q2 Revenue Grew 105% to $0.9 Million from $0.5 Million in Prior Year
|
◦
|
908 total tests ordered in Q2, including 642 GPS Cancer and 266 Liquid GPS Tests
|
◦
|
Liquid molecular analyses initiated for 53 subjects enrolled in QUILT clinical studies sponsored by Nant affiliated entities under a pilot annual subscription program
|
•
|
Secured $100 Million Line of Credit from NantCapital, Providing Additional Strength and Flexibility to the NantHealth Balance Sheet
|
•
|
In Q2 2018, at AHIP
, the company’s Chief Medical Officer, Sandeep Reddy, M.D., and Vice President of Sales, Kristin Lee,
presented “Demystifying the Convergence of Precision Medicine and Value-Based Care,” which highlights the challenges and opportunities posed by precision medicine and value-based care and how health plans can navigate their convergence
|
•
|
In Q2 2018, at ASCO:
|
◦
|
Launched Liquid GPS®, a powerful next-generation tool for blood-based tumor profiling and quantitative monitoring
|
◦
|
Co-presented, with Shumei Kato, M.D., and Razelle Kurzrock, M.D., both at the University of California San Diego, data on next-generation sequencing of paired DNA and RNA analysis in patients with rare cancers
|
◦
|
Co-presented data on three-fold overestimation of tumor mutation burden (TMB) using a 248 gene list as a panel to impute TMB
|
◦
|
Co-presented, with Sumanta Pal, M.D., at City of Hope, findings on how targeting immune checkpoints can improve clinical trial design across a variety of tumor types
|
◦
|
Co-presented findings on how 17 percent of DNA next generation sequencing (NGS) 50 gene panel variants are not expressed in RNA sequencing
|
•
|
Commercially Launched the Precision Insights Portal: GPS and Eviti
|
◦
|
Precision Insights Portal is a web-based application for molecular test ordering and results and the only solution available to blend guidelines-based regimen information powered by Eviti with personalized insights from GPS Cancer
|
•
|
Payer Engagement (NaviNet):
|
◦
|
In Q2 2018, closed a SaaS contract with major east coast-based health plan -- expected to be a significant revenue contributor to the Payer Engagement business
|
◦
|
In June 2018, launched Provider Initiated Document Exchange, which streamlines and automates the delivery of information between providers and payers; and, Authorizations Appeals, a product for automating the authorizations appeals process
|
•
|
Clinical Decision Support (Eviti):
|
◦
|
Developed and deployed the Precision Insights Portal, the only solution available to blend guidelines-based regimen information powered by Eviti, with personalized insights from GPS Cancer, as mentioned above
|
◦
|
Software release 7.0 successfully launched in May, with expanded policy guidance information for radiation oncology and drug management of high cost/abuse drugs, differentiating Eviti from the competition on standard of care policy guidance
|
•
|
Connected Care:
|
◦
|
In Q2 2018, showcased medical device integration (MDI) product portfolio (including DeviceConX™, VitalsConX and HBox®) at Vitalis, the largest e-health event in Scandinavia
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,409
|
|
|
$
|
61,660
|
|
Accounts receivable, net
|
18,968
|
|
|
11,491
|
|
||
Inventories
|
731
|
|
|
839
|
|
||
Deferred implementation costs
|
11
|
|
|
1,960
|
|
||
Related party receivables, net
|
860
|
|
|
585
|
|
||
Prepaid expenses and other current assets
|
6,225
|
|
|
5,358
|
|
||
Total current assets
|
56,204
|
|
|
81,893
|
|
||
Property, plant, and equipment, net
|
24,366
|
|
|
18,517
|
|
||
Deferred implementation costs, net of current
|
4
|
|
|
3,951
|
|
||
Goodwill
|
115,930
|
|
|
114,625
|
|
||
Intangible assets, net
|
69,278
|
|
|
69,424
|
|
||
Investment in related party
|
142,203
|
|
|
156,863
|
|
||
Related party receivable, net of current
|
1,915
|
|
|
1,727
|
|
||
Other assets
|
1,874
|
|
|
2,195
|
|
||
Total assets
|
$
|
411,774
|
|
|
$
|
449,195
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
4,881
|
|
|
$
|
3,164
|
|
Accrued and other current liabilities
|
11,767
|
|
|
18,134
|
|
||
Deferred revenue
|
15,218
|
|
|
10,057
|
|
||
Related party payables, net
|
5,618
|
|
|
4,504
|
|
||
Total current liabilities
|
37,484
|
|
|
35,859
|
|
||
Deferred revenue, net of current
|
8,108
|
|
|
7,126
|
|
||
Related party liabilities
|
14,575
|
|
|
11,500
|
|
||
Related party promissory note
|
112,666
|
|
|
112,666
|
|
||
Related party convertible note, net
|
8,156
|
|
|
7,947
|
|
||
Convertible notes, net
|
77,065
|
|
|
74,845
|
|
||
Other liabilities
|
5,599
|
|
|
5,950
|
|
||
Total liabilities
|
263,653
|
|
|
255,893
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 109,385,560 and 108,383,602 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively (including 3,490 shares of restricted stock)
|
11
|
|
|
10
|
|
||
Additional paid-in capital
|
885,887
|
|
|
886,669
|
|
||
Accumulated deficit
|
(737,535
|
)
|
|
(693,233
|
)
|
||
Accumulated other comprehensive loss
|
(242
|
)
|
|
(144
|
)
|
||
Total stockholders' equity
|
148,121
|
|
|
193,302
|
|
||
Total liabilities and stockholders' equity
|
$
|
411,774
|
|
|
$
|
449,195
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
22,047
|
|
|
$
|
23,514
|
|
|
$
|
44,311
|
|
|
$
|
42,618
|
|
|
|
|
|
|
|
|
|
||||||||
Total cost of revenue
|
10,582
|
|
|
9,652
|
|
|
21,651
|
|
|
21,170
|
|
||||
Gross Profit
|
11,465
|
|
|
13,862
|
|
|
22,660
|
|
|
21,448
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
18,388
|
|
|
19,225
|
|
|
39,122
|
|
|
36,660
|
|
||||
Research and development
|
5,889
|
|
|
8,376
|
|
|
11,040
|
|
|
17,302
|
|
||||
Amortization of acquisition-related assets
|
1,054
|
|
|
1,054
|
|
|
2,108
|
|
|
2,108
|
|
||||
Total operating expenses
|
25,331
|
|
|
28,655
|
|
|
52,270
|
|
|
56,070
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(13,866
|
)
|
|
(14,793
|
)
|
|
(29,610
|
)
|
|
(34,622
|
)
|
||||
Interest expense, net
|
(4,262
|
)
|
|
(4,013
|
)
|
|
(8,460
|
)
|
|
(7,982
|
)
|
||||
Other income (expense), net
|
(1,334
|
)
|
|
13
|
|
|
(1,154
|
)
|
|
248
|
|
||||
Loss from related party equity method investment, including impairment
|
(2,945
|
)
|
|
(38,885
|
)
|
|
(6,206
|
)
|
|
(43,411
|
)
|
||||
Loss from continuing operations before income taxes
|
(22,407
|
)
|
|
(57,678
|
)
|
|
(45,430
|
)
|
|
(85,767
|
)
|
||||
(Benefit from) provision for income taxes
|
(601
|
)
|
|
18
|
|
|
(1,651
|
)
|
|
55
|
|
||||
Net loss from continuing operations
|
(21,806
|
)
|
|
(57,696
|
)
|
|
(43,779
|
)
|
|
(85,822
|
)
|
||||
Loss from discontinued operations, net of tax
|
(1,591
|
)
|
|
(12,368
|
)
|
|
(1,785
|
)
|
|
(25,357
|
)
|
||||
Net loss
|
$
|
(23,397
|
)
|
|
$
|
(70,064
|
)
|
|
$
|
(45,564
|
)
|
|
$
|
(111,179
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.20
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.71
|
)
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.01
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
$
|
(0.21
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.91
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted - common stock
|
109,120,438
|
|
|
121,756,108
|
|
|
108,851,348
|
|
|
121,687,454
|
|
|
Three Months Ended June 30, 2018
|
||||||||||
|
As Reported
|
|
Adjustments due to ASC 606
1
|
|
Without new Revenue Standard
|
||||||
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
22,047
|
|
|
$
|
(821
|
)
|
|
$
|
21,226
|
|
|
|
|
|
|
|
||||||
Total cost of revenue
|
10,582
|
|
|
(47
|
)
|
|
10,535
|
|
|||
Gross Profit
|
11,465
|
|
|
(774
|
)
|
|
10,691
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
18,388
|
|
|
11
|
|
|
18,399
|
|
|||
Research and development
|
5,889
|
|
|
—
|
|
|
5,889
|
|
|||
Amortization of acquisition-related assets
|
1,054
|
|
|
—
|
|
|
1,054
|
|
|||
Total operating expenses
|
25,331
|
|
|
11
|
|
|
25,342
|
|
|||
|
|
|
|
|
|
||||||
Loss from operations
|
(13,866
|
)
|
|
(785
|
)
|
|
(14,651
|
)
|
|||
Interest expense, net
|
(4,262
|
)
|
|
—
|
|
|
(4,262
|
)
|
|||
Other income (expense), net
|
(1,334
|
)
|
|
—
|
|
|
(1,334
|
)
|
|||
Loss from related party equity method investment, including impairment
|
(2,945
|
)
|
|
—
|
|
|
(2,945
|
)
|
|||
Loss from continuing operations before income taxes
|
(22,407
|
)
|
|
(785
|
)
|
|
(23,192
|
)
|
|||
(Benefit from) provision for income taxes
|
(601
|
)
|
|
(120
|
)
|
|
(721
|
)
|
|||
Net loss from continuing operations
|
(21,806
|
)
|
|
(665
|
)
|
|
(22,471
|
)
|
|||
Loss from discontinued operations, net of tax
|
(1,591
|
)
|
|
—
|
|
|
(1,591
|
)
|
|||
Net loss
|
$
|
(23,397
|
)
|
|
$
|
(665
|
)
|
|
$
|
(24,062
|
)
|
|
|
|
|
|
|
||||||
Net loss per share:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
$
|
(0.21
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.22
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
109,120,438
|
|
|
|
|
109,120,438
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
As Reported
|
|
Adjustments due to ASC 606
|
|
Without new Revenue Standard
|
||||||
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
44,311
|
|
|
$
|
(1,357
|
)
|
|
$
|
42,954
|
|
|
|
|
|
|
|
||||||
Total cost of revenue
|
21,651
|
|
|
(82
|
)
|
|
21,569
|
|
|||
Gross Profit
|
22,660
|
|
|
(1,275
|
)
|
|
21,385
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
39,122
|
|
|
484
|
|
|
39,606
|
|
|||
Research and development
|
11,040
|
|
|
—
|
|
|
11,040
|
|
|||
Amortization of acquisition-related assets
|
2,108
|
|
|
—
|
|
|
2,108
|
|
|||
Total operating expenses
|
52,270
|
|
|
484
|
|
|
52,754
|
|
|||
|
|
|
|
|
|
||||||
Loss from operations
|
(29,610
|
)
|
|
(1,759
|
)
|
|
(31,369
|
)
|
|||
Interest expense, net
|
(8,460
|
)
|
|
—
|
|
|
(8,460
|
)
|
|||
Other income (expense), net
|
(1,154
|
)
|
|
—
|
|
|
(1,154
|
)
|
|||
Loss from related party equity method investment
|
(6,206
|
)
|
|
—
|
|
|
(6,206
|
)
|
|||
Loss from continuing operations before income taxes
|
(45,430
|
)
|
|
(1,759
|
)
|
|
(47,189
|
)
|
|||
(Benefit from) provision for income taxes
|
(1,651
|
)
|
|
(239
|
)
|
|
(1,890
|
)
|
|||
Net loss from continuing operations
|
(43,779
|
)
|
|
(1,520
|
)
|
|
(45,299
|
)
|
|||
Loss from discontinued operations, net of tax
|
(1,785
|
)
|
|
—
|
|
|
(1,785
|
)
|
|||
Net Loss
|
$
|
(45,564
|
)
|
|
$
|
(1,520
|
)
|
|
$
|
(47,084
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
$
|
(0.42
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted - common stock
|
108,851,348
|
|
|
|
|
108,851,348
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Software-as-a-service related
|
$
|
16,220
|
|
|
$
|
14,946
|
|
|
$
|
32,386
|
|
|
$
|
29,743
|
|
Software and hardware related
|
$
|
885
|
|
|
$
|
3,279
|
|
|
$
|
2,340
|
|
|
$
|
3,877
|
|
Maintenance
|
2,388
|
|
|
3,468
|
|
|
4,835
|
|
|
5,487
|
|
||||
Total software-related revenue
|
19,493
|
|
|
21,693
|
|
|
39,561
|
|
|
39,107
|
|
||||
Sequencing and molecular analysis
|
924
|
|
|
450
|
|
|
1,764
|
|
|
960
|
|
||||
Home health care services
|
1,630
|
|
|
1,371
|
|
|
2,986
|
|
|
2,551
|
|
||||
Total net revenue
|
$
|
22,047
|
|
|
$
|
23,514
|
|
|
$
|
44,311
|
|
|
$
|
42,618
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of Revenue:
|
|
|
|
|
|
|
|
||||||||
Software-as-a-service related
|
$
|
5,741
|
|
|
$
|
5,195
|
|
|
$
|
12,342
|
|
|
$
|
11,428
|
|
Software and hardware related
|
789
|
|
|
1,024
|
|
|
1,675
|
|
|
2,028
|
|
||||
Maintenance
|
234
|
|
|
129
|
|
|
449
|
|
|
290
|
|
||||
Amortization of developed technologies
|
1,293
|
|
|
1,142
|
|
|
2,466
|
|
|
2,885
|
|
||||
Total software-related cost of revenue
|
8,057
|
|
|
7,490
|
|
|
16,932
|
|
|
16,631
|
|
||||
Sequencing and molecular analysis
|
1,689
|
|
|
1,512
|
|
|
3,120
|
|
|
3,105
|
|
||||
Home health care services
|
836
|
|
|
650
|
|
|
1,599
|
|
|
1,434
|
|
||||
Total cost of revenue
|
$
|
10,582
|
|
|
$
|
9,652
|
|
|
$
|
21,651
|
|
|
$
|
21,170
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
||||||||||
Net loss from continuing operations
|
$
|
(21,806
|
)
|
|
$
|
(57,696
|
)
|
|
$
|
(43,779
|
)
|
|
$
|
(85,822
|
)
|
Adjustments to GAAP net loss:
|
|
|
|
|
|
|
|
||||||||
Loss from related party equity method investment including impairment loss
|
2,945
|
|
|
38,885
|
|
|
6,206
|
|
|
43,411
|
|
||||
Stock-based compensation expense from continuing operations
|
2,718
|
|
|
344
|
|
|
4,432
|
|
|
(314
|
)
|
||||
Corporate restructuring from continuing operations
|
—
|
|
|
1,392
|
|
|
—
|
|
|
1,589
|
|
||||
Acquisition related sales incentive
|
425
|
|
|
671
|
|
|
570
|
|
|
1,334
|
|
||||
Change in fair value of derivatives liability
|
(1
|
)
|
|
(24
|
)
|
|
(1
|
)
|
|
(239
|
)
|
||||
Non-cash interest expense related to convertible notes
|
1,235
|
|
|
1,088
|
|
|
2,429
|
|
|
2,139
|
|
||||
Intangible amortization from continuing operations
|
2,347
|
|
|
2,196
|
|
|
4,574
|
|
|
4,993
|
|
||||
Securities litigation costs
|
749
|
|
|
—
|
|
|
823
|
|
|
—
|
|
||||
Impairment of equity securities
|
1,750
|
|
|
—
|
|
|
1,750
|
|
|
—
|
|
||||
Tax benefit resulting from certain non-cash tax items
|
(599
|
)
|
|
—
|
|
|
(1,706
|
)
|
|
—
|
|
||||
Total adjustments to GAAP net loss from continuing operations
|
10,659
|
|
|
44,552
|
|
|
19,077
|
|
|
52,913
|
|
||||
Net loss - Non-GAAP from continuing operations
|
$
|
(11,147
|
)
|
|
$
|
(13,144
|
)
|
|
$
|
(24,702
|
)
|
|
$
|
(32,909
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
109,120,438
|
|
|
121,756,108
|
|
|
108,851,348
|
|
|
121,687,454
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share from continuing operations - Non-GAAP
|
$
|
(0.10
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.27
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.71
|
)
|
Adjustments to GAAP net loss per common share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Loss from related party equity method investment including impairment loss
|
0.03
|
|
|
0.32
|
|
|
0.06
|
|
|
0.36
|
|
||||
Stock-based compensation expense from continuing operations
|
0.02
|
|
|
—
|
|
|
0.04
|
|
|
—
|
|
||||
Corporate restructuring from continuing operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
Acquisition related sales incentive
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
||||
Change in fair value of derivatives liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-cash interest expense related to convertible notes
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
|
0.02
|
|
||||
Intangible amortization from continuing operations
|
0.02
|
|
|
0.02
|
|
|
0.03
|
|
|
0.04
|
|
||||
Securities litigation costs
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Impairment of equity securities
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
||||
Tax benefit resulting from certain non-cash tax items
|
(0.01
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Total adjustments to GAAP net loss per common share from continuing operations
|
0.10
|
|
|
0.37
|
|
|
0.17
|
|
|
0.44
|
|
||||
Net loss per common share from continuing operations - Non-GAAP
|
$
|
(0.10
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.27
|
)
|