Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NantHealth, Inc. | |
Document Type | 10-Q | |
Entity Central Index Key | 0001566469 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 110,619,906 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 9,326 | $ 18,305 |
Accounts receivable, net | 10,948 | 15,286 |
Inventories | 202 | 496 |
Related party receivables, net | 1,047 | 1,007 |
Prepaid expenses and other current assets | 23,670 | 4,350 |
Total current assets | 45,193 | 39,444 |
Property, plant, and equipment, net | 16,351 | 22,978 |
Goodwill | 115,930 | 115,930 |
Intangible assets, net | 54,045 | 64,703 |
Investment in related party | 33,612 | 40,000 |
Related party receivable, net of current | 1,029 | 1,611 |
Operating lease right-of-use assets | 10,353 | 0 |
Other assets | 1,903 | 1,671 |
Total assets | 278,416 | 286,337 |
Current liabilities | ||
Accounts payable | 2,912 | 1,650 |
Accrued and other current liabilities | 35,044 | 13,832 |
Deferred revenue | 17,792 | 16,263 |
Related party payables, net | 3,771 | 4,791 |
Notes payable | 946 | 0 |
Total current liabilities | 60,465 | 36,536 |
Deferred revenue, net of current | 2,764 | 6,704 |
Related party liabilities | 22,583 | 17,708 |
Related party promissory note | 112,666 | 112,666 |
Related party convertible note, net | 8,736 | 8,378 |
Convertible notes, net | 83,281 | 79,433 |
Deferred income taxes, net | 1,892 | 2,437 |
Operating lease liabilities | 11,418 | 0 |
Other liabilities | 21,188 | 19,644 |
Total liabilities | 324,993 | 283,506 |
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 110,619,906 and 109,491,277 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 11 | 11 |
Additional paid-in capital | 888,994 | 887,289 |
Accumulated deficit | (935,135) | (884,122) |
Accumulated other comprehensive loss | (447) | (347) |
Total stockholders' (deficit) equity | (46,577) | 2,831 |
Total liabilities and stockholders' equity (deficit) | $ 278,416 | $ 286,337 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 750,000,000 | 750,000,000 |
Common stock issued (shares) | 110,619,906 | 109,491,277 |
Common stock outstanding (shares) | 110,619,906 | 109,491,277 |
Restricted stock (shares) | 121,244 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Revenue | $ 22,356 | $ 22,292 | $ 71,771 | $ 66,603 |
Cost of Revenue: | ||||
Cost of Revenue | 8,372 | 11,226 | 29,478 | 32,878 |
Gross Profit | 13,984 | 11,066 | 42,293 | 33,725 |
Operating Expenses: | ||||
Selling, general and administrative | 15,136 | 17,001 | 47,101 | 56,123 |
Research and development | 4,568 | 4,835 | 14,232 | 15,875 |
Amortization of acquisition-related assets | 1,054 | 1,054 | 3,163 | 3,163 |
Impairment of intangible assets | 0 | 0 | 3,977 | 0 |
Total operating expenses | 20,758 | 22,890 | 68,473 | 75,161 |
Loss from operations | (6,774) | (11,824) | (26,180) | (41,436) |
Interest expense, net | (4,556) | (4,306) | (13,443) | (12,766) |
Other (expense) income, net | (3,588) | 226 | (5,039) | (928) |
Loss from related party equity method investment | (1,983) | (83,306) | (6,401) | (89,512) |
Loss from continuing operations before income taxes | (16,901) | (99,210) | (51,063) | (144,642) |
Benefit from income taxes | (527) | (1,778) | (168) | (3,429) |
Net loss from continuing operations | (16,374) | (97,432) | (50,895) | (141,213) |
Loss from discontinued operations, net of tax | (3) | (32) | (118) | (1,817) |
Net loss | $ (16,377) | $ (97,464) | $ (51,013) | $ (143,030) |
Continuing operations | ||||
Basic and diluted - common stock (usd per share) | $ (0.15) | $ (0.89) | $ (0.46) | $ (1.29) |
Discontinued operations | ||||
Basic and diluted - common stock (usd per share) | 0 | 0 | 0 | (0.02) |
Total net loss per share | ||||
Basic and diluted - common stock (usd per share) | $ (0.15) | $ (0.89) | $ (0.46) | $ (1.31) |
Weighted average shares outstanding: | ||||
Basic and diluted - common stock (shares) | 110,619,905 | 109,471,712 | 110,261,279 | 109,060,408 |
Total software-related revenue | ||||
Revenue: | ||||
Revenue | $ 22,080 | $ 19,909 | $ 67,327 | $ 59,470 |
Cost of Revenue: | ||||
Cost of goods and services | 7,910 | 8,067 | 23,942 | 25,000 |
Software-as-a-service related | ||||
Revenue: | ||||
Revenue | 18,328 | 15,937 | 54,421 | 48,323 |
Cost of Revenue: | ||||
Cost of goods and services | 5,659 | 5,863 | 17,155 | 18,205 |
Amortization of developed technologies | 1,143 | 1,233 | 3,519 | 3,700 |
Software and hardware related | ||||
Revenue: | ||||
Revenue | 1,009 | 1,450 | 5,135 | 3,790 |
Cost of Revenue: | ||||
Cost of goods and services | 624 | 737 | 2,203 | 2,412 |
Maintenance | ||||
Revenue: | ||||
Revenue | 2,743 | 2,522 | 7,771 | 7,357 |
Cost of Revenue: | ||||
Cost of goods and services | 484 | 234 | 1,065 | 683 |
Sequencing and molecular analysis | ||||
Revenue: | ||||
Revenue | 276 | 742 | 1,581 | 2,506 |
Cost of Revenue: | ||||
Cost of goods and services | 462 | 2,323 | 4,065 | 5,443 |
Home health care services | ||||
Revenue: | ||||
Revenue | 0 | 1,641 | 2,863 | 4,627 |
Cost of Revenue: | ||||
Cost of goods and services | $ 0 | $ 836 | $ 1,471 | $ 2,435 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (16,377) | $ (97,464) | $ (51,013) | $ (143,030) |
Share in related party equity investment - other comprehensive (loss) income | (155) | 77 | (7) | 77 |
Other comprehensive loss from foreign currency translation loss | (82) | (15) | (93) | (113) |
Total other comprehensive income (loss) | (237) | 62 | (100) | (36) |
Comprehensive loss | $ (16,614) | $ (97,402) | $ (51,113) | $ (143,066) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2017 | 108,383,602 | ||||
Beginning balance at Dec. 31, 2017 | $ 193,302 | $ 10 | $ 886,669 | $ (693,233) | $ (144) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 2,655 | 2,655 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 208,344 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (339) | (339) | |||
Assignment of NantHealth Labs (see Note 20) | (3,785) | (3,785) | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 110 | 110 | |||
Net loss | (22,168) | (22,168) | |||
Ending balance (in shares) at Mar. 31, 2018 | 108,591,946 | ||||
Ending balance at Mar. 31, 2018 | 171,038 | $ 10 | 885,200 | (714,138) | (34) |
Beginning balance (in shares) at Dec. 31, 2017 | 108,383,602 | ||||
Beginning balance at Dec. 31, 2017 | 193,302 | $ 10 | 886,669 | (693,233) | (144) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (36) | ||||
Net loss | (143,030) | ||||
Ending balance (in shares) at Sep. 30, 2018 | 109,491,277 | ||||
Ending balance at Sep. 30, 2018 | 51,195 | $ 11 | 886,363 | (834,999) | (180) |
Beginning balance (in shares) at Mar. 31, 2018 | 108,591,946 | ||||
Beginning balance at Mar. 31, 2018 | 171,038 | $ 10 | 885,200 | (714,138) | (34) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 1,808 | 1,808 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 793,614 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (1,656) | $ 1 | (1,657) | ||
Assignment of NantHealth Labs (see Note 20) | 536 | 536 | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (208) | (208) | |||
Net loss | (23,397) | (23,397) | |||
Ending balance (in shares) at Jun. 30, 2018 | 109,385,560 | ||||
Ending balance at Jun. 30, 2018 | 148,121 | $ 11 | 885,887 | (737,535) | (242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 485 | 485 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 105,717 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (9) | (9) | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 62 | 62 | |||
Net loss | (97,464) | (97,464) | 0 | ||
Ending balance (in shares) at Sep. 30, 2018 | 109,491,277 | ||||
Ending balance at Sep. 30, 2018 | 51,195 | $ 11 | 886,363 | (834,999) | (180) |
Beginning balance (in shares) at Dec. 31, 2018 | 109,491,277 | ||||
Beginning balance at Dec. 31, 2018 | 2,831 | $ 11 | 887,289 | (884,122) | (347) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 707 | 707 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 430,370 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (53) | (53) | |||
Assignment of NantHealth Labs (see Note 20) | 20 | 20 | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 55 | 55 | |||
Net loss | (19,923) | (19,923) | |||
Ending balance (in shares) at Mar. 31, 2019 | 109,921,647 | ||||
Ending balance at Mar. 31, 2019 | (16,363) | $ 11 | 887,963 | (904,045) | (292) |
Beginning balance (in shares) at Dec. 31, 2018 | 109,491,277 | ||||
Beginning balance at Dec. 31, 2018 | 2,831 | $ 11 | 887,289 | (884,122) | (347) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (100) | ||||
Net loss | (51,013) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 110,619,906 | ||||
Ending balance at Sep. 30, 2019 | (46,577) | $ 11 | 888,994 | (935,135) | (447) |
Beginning balance (in shares) at Mar. 31, 2019 | 109,921,647 | ||||
Beginning balance at Mar. 31, 2019 | (16,363) | $ 11 | 887,963 | (904,045) | (292) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 707 | 707 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 532,860 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (209) | (209) | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 82 | 82 | |||
Net loss | (14,713) | (14,713) | |||
Ending balance (in shares) at Jun. 30, 2019 | 110,454,507 | ||||
Ending balance at Jun. 30, 2019 | (30,496) | $ 11 | 888,461 | (918,758) | (210) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 535 | 535 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 165,399 | ||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (2) | (2) | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (237) | (237) | |||
Net loss | (16,377) | (16,377) | |||
Ending balance (in shares) at Sep. 30, 2019 | 110,619,906 | ||||
Ending balance at Sep. 30, 2019 | $ (46,577) | $ 11 | $ 888,994 | $ (935,135) | $ (447) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities: | |||||||||
Net loss | $ (16,377) | $ (19,923) | $ (97,464) | $ (22,168) | $ (51,013) | $ (143,030) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Loss on sale of business | 582 | 0 | |||||||
Depreciation and amortization | 17,543 | 16,486 | |||||||
Amortization of debt discounts and deferred financing offering cost | 4,207 | 3,702 | |||||||
Impairment of goodwill and other intangible assets | 0 | 0 | 3,977 | 0 | |||||
Change in fair value of derivatives liability | 0 | (7) | |||||||
Change in fair value of Bookings Commitment | 4,664 | 0 | |||||||
Stock-based compensation | 1,849 | 4,805 | |||||||
Deferred income taxes, net | (549) | (3,594) | |||||||
Provision for bad debt expense | 17 | 141 | |||||||
Loss from related party equity method investment | 1,983 | 83,306 | 6,401 | 89,512 | |||||
Other noncash expense | 0 | 219 | |||||||
Impairment of equity securities | 0 | 1,750 | |||||||
Changes in operating assets and liabilities, net of business combinations and divestitures: | |||||||||
Accounts receivable, net | 3,202 | (1,644) | |||||||
Inventories | 294 | 185 | |||||||
Related party receivables, net | 542 | (592) | |||||||
Prepaid expenses and other current assets | (19,986) | 1,678 | |||||||
Deferred implementation costs | 14 | 33 | |||||||
Accounts payable | 1,259 | (988) | |||||||
Accrued and other current liabilities | 20,096 | (3,126) | |||||||
Deferred revenue | (2,411) | 530 | |||||||
Related party payables, net | 3,766 | 5,014 | |||||||
Change in operating lease right-of-use assets and liabilities | (297) | 0 | |||||||
Other operating assets and liabilities | (605) | 2,579 | |||||||
Net cash used in operating activities | (6,448) | (26,347) | |||||||
Cash flows from investing activities: | |||||||||
Proceeds from sale and assignment of business, net of cash disposed | 300 | 68 | |||||||
Purchases of property and equipment including internal use software | (3,495) | (9,394) | |||||||
Net cash used in investing activities | (3,195) | (9,326) | |||||||
Cash flows from financing activities: | |||||||||
Proceeds from insurance promissory note | 1,647 | 0 | |||||||
Repayments of insurance promissory note | (701) | 0 | |||||||
Tax payments related to stock issued, net of stock withheld, for vested equity awards | (270) | (2,005) | |||||||
Capital lease obligation payments | 0 | 93 | |||||||
Net cash provided by (used in) financing activities | 676 | (2,098) | |||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12) | (262) | |||||||
Net decrease in cash, cash equivalents and restricted cash | (8,979) | (38,033) | |||||||
Cash, cash equivalents and restricted cash, beginning of period | [1] | $ 19,441 | $ 62,010 | 19,441 | 62,010 | $ 62,010 | |||
Cash, cash equivalents and restricted cash, end of period | [1] | 10,462 | 23,977 | 10,462 | 23,977 | 19,441 | |||
Supplemental disclosure of cash flow information: | |||||||||
Interest paid | 2,958 | 2,943 | |||||||
Interest received | 0 | 11 | |||||||
Noncash investing and financing activities: | |||||||||
Purchases of property and equipment including internal use software | 105 | 285 | |||||||
Restricted Cash | $ 1,136 | $ 1,136 | $ 1,136 | $ 1,136 | $ 1,136 | $ 350 | |||
[1] | Cash and cash equivalents included restricted cash of $1,136 and $1,136 at December 31, 2018 and September 30, 2019, respectively, included in Other assets and $350 and $1,136 at December 31, 2017 and September 30, 2018, respectively. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal related to the Company's security deposits in the form of standby letters of credit for leased facilities. No amounts have been drawn upon the letters of credit as of September 30, 2019. |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Nature of Business Nant Health, LLC was formed on July 7, 2010, as a Delaware limited liability company. On June 1, 2016, Nant Health, LLC converted into a Delaware corporation (the “LLC Conversion”) and changed its name to NantHealth, Inc. (“NantHealth”). NantHealth, together with its subsidiaries (the “Company”), is a healthcare IT company converging science and technology. The Company works to transform clinical delivery with actionable clinical intelligence at the moment of decision, enabling clinical discovery through real-time machine learning systems. The Company markets certain of its solutions as a comprehensive integrated solution that includes its molecular sequencing and analysis services, clinical decision support, and payer engagement solutions. The Company also markets molecular sequencing and analysis services, clinical decision support, payer engagement and connected care solutions. NantHealth is a majority-owned subsidiary of NantWorks, LLC (“NantWorks”), which is a subsidiary of California Capital Equity, LLC (“Cal Cap”). The three companies were founded by and are led by Dr. Patrick Soon-Shiong. On August 25, 2017, the Company sold substantially all of the assets of the Company’s provider/patient engagement solutions business (see Note 4). On June 7, 2019, the Company sold its home health care services business (see Note 4). The sale enabled the Company to focus on its core competencies of genomic sequencing, clinical decision support, connected care, and payer engagement. As of September 30, 2019 , the Company conducted the majority of its operations in the United States, the United Kingdom, Singapore and Canada. Basis of Presentation and Principles of Consolidation The accompanying unaudited Consolidated Financial Statements include the accounts of NantHealth and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and, in the opinion of management, include all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the Company's financial position and results of operations. In accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission ("SEC"), these Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended December 31, 2018 . The results of operations of the entities disposed of are included in the unaudited Consolidated Financial Statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. The accompanying Consolidated Balance Sheet as of December 31, 2018 has been derived from the audited Consolidated Financial Statements at that date, without retrospective application of ASC 842, Leases . Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The Company believes its existing cash, cash equivalents and ability to borrow from affiliated entities will be sufficient to fund operations through at least 12 months following the issuance date of the financial statements based upon the Company’s Chairman and CEO’s intent and ability to support the Company’s operations with additional funds as required. The Company may also seek to sell additional equity, through one or more follow-on public offerings or in separate financings, or sell additional debt securities, or obtain a credit facility. However, the Company may not be able to secure such financing in a timely manner or on favorable terms. We may also consider selling off components of our business. Without additional funds, the Company may choose to delay or reduce its operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the Company's existing products as well as products in development, the Company may need additional funds to meet its needs sooner than planned. To date, the Company's primary sources of capital have been the private placement of membership interests prior to its IPO, debt financing agreements, including the promissory note with Nant Capital, LLC (“NantCapital”), convertible notes, and its IPO. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no significant changes to the accounting policies as disclosed in the Company's Annual Report on Form 10-K, apart from the application of the new lease reporting standard issued by FASB as Accounting Standards Codification ("ASC") 842, Leases , and the new accounting guidance applicable to non-employee stock compensation, released as Accounting Standards Update ("ASU") No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting , described below. The other accounting policies, including the accounting policy for leases and non-employee stock compensation, applied to periods before January 1, 2019, are described in the Company’s 2018 Annual Report on Form 10-K. Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. Segment Reporting The chief operating decision maker for the Company is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, or plans for levels or components below the Consolidated unit level. Accordingly, management has determined that the Company operates in one reportable segment. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rate based on the information available at commencement date, or at January 1, 2019 for the Company's leases on transition to ASC 842, in determining the present value of future payments. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. For data center leases and real estate leases, the Company accounts for the lease and non-lease components as a single lease component. The Company treats data center leases with lease terms of less than one year as short-term leases and recognizes the lease expense straight-line over the lease term. Stock-Based Compensation The Company accounts for stock-based compensation arrangements issued to nonemployees using the fair value approach prescribed by ASC 505-50, Equity-Based Payments to Non-Employees. Following the implementation of ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , the value of nonemployee stock-based compensation is recorded by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the nonemployee provides the services. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASC 842, which is aimed at making leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases previously accounted for as operating leases. This led to the recognition upon adoption, of operating lease liabilities of $12,703 , the short-term portion of which, $1,624 was recorded in accrued and other current liabilities. Operating lease right-of-use assets of $9,724 were recognized. The Company applied the new lease standard at the adoption date and did not restate comparative periods. There was no cumulative-effect adjustment recognized in accumulated deficit in the period of adoption. On adoption, the Company elected the package of transition practical expedients and therefore did not reassess: whether expired or existing contracts are or contain leases; the lease classification of expired or existing leases; initial direct costs for any existing leases (see Note 14). Effective January 1, 2019, the Company adopted ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to simplify accounting for non-employee stock-based compensation. The Company applied the new guidance to equity-classified nonemployee awards for which a measurement date had not been established, which were valued at adoption date fair value. There was no cumulative-effect adjustment to the Company's accumulated deficit. Effective January 1, 2019, the Company adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides the option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The Company adopted this standard on January 1, 2019 with no impact on the Consolidated Financial Statements. The SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification, effective for filings submitted on or after November 5, 2018. The guidance extended to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04 to disclose changes in shareholders' equity. Under the requirements in SEC Regulation S-X, Rules 8-03(a)(5) and 10-01(a)(7), as amended by this new guidance, registrants must now analyze changes in shareholders' equity, in the form of a reconciliation, for the current and comparative year-to-date interim periods, with subtotals for each interim period. The Company has presented separate Consolidated Statements of Stockholders' Equity (Deficit) to satisfy this new disclosure requirement. Upcoming Accounting Standard Pronouncements In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The standard provides guidance on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor, i.e. a service contract. Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This ASU will become effective for annual periods beginning January 1, 2020. Early adoption is permitted and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is still evaluating the impact of this ASU. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the accounting for goodwill impairment. This guidance, among other things, removes step 2 of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of ASU No. 2017-04, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in more or less impairment being recognized than under current guidance. This ASU will become effective for the Company's annual and interim goodwill impairment tests beginning in the first quarter of 2020, and early adoption is permitted. The Company is still evaluating the impact of this ASU. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which changes how companies measure credit losses on most financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. ASU No. 2016-13 is effective for fiscal periods beginning after December 15, 2019 and must be adopted as a cumulative effect adjustment to retained earnings. Early adoption is permitted. The Company is still evaluating the effects of this ASU. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not have, nor are believed by management to have, a material impact on the Company's present or future Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The Company records deferred revenue when cash payments are received, or payment is due, in advance of its fulfillment of performance obligations. During the three and nine months ended September 30, 2019 , there were revenues of $ 9,777 and $22,301 recognized, respectively, that were included in the deferred revenue balance at the beginning of the period. During the three and nine months ended September 30, 2018 , these revenues recognized were $4,559 and $12,524 , respectively. Contract assets are recognized when a contractual performance obligation has been satisfied, but payment is not due until the completion of additional performance obligations, or the right to receive payment becomes unconditional. Contract assets reduced to $428 at September 30, 2019 from $434 at December 31, 2018, due to payments from customers. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs to obtain a contract with a customer, where the stated contract term, with expected renewals, is longer than one year. The Company amortizes these assets over the expected period of benefit. These costs are generally employee sales commissions, with amortization of the balance recorded in selling, general and administrative expenses. The value of these assets was $ 1,601 at September 30, 2019 and $ 1,163 at December 31, 2018. During the three and nine months ended September 30, 2019 , the Company recorded amortization of $205 and $665 , respectively. During the three and nine months ended September 30, 2018 , amortization was $118 and $358 , respectively. Performance Obligations As of September 30, 2019 , the Company has allocated a total transaction price of $12,066 to unfulfilled performance obligations that are expected to be fulfilled within three years . Excluded from this amount are contracts of less than one year and variable consideration that relates to the value of services provided. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Discontinued Operations and Divestitures Discontinued Operations Sale to Allscripts On August 3, 2017, the Company entered into an asset purchase agreement (the “APA”) with Allscripts Healthcare Solutions, Inc. (“Allscripts”), pursuant to which the Company agreed to sell to Allscripts substantially all of the assets of the Company’s provider/patient engagement solutions business, including the Company’s FusionFX solution and components of its NantOS software connectivity solutions (the “Business”). On August 25, 2017, the Company and Allscripts completed the sale of the Business (the "Disposition") pursuant to the APA. Allscripts conveyed to the Company 15,000,000 shares of Company's common stock at par value of $0.0001 per share that were previously owned by Allscripts as consideration for the acquired Business upon Disposition. Allscripts paid the Company $1,742 of cash consideration as an estimated working capital payment, and the Company recorded a receivable of $1,021 related to final working capital adjustments. The Company was also responsible for fulfilling certain customer service obligations of the Business post-closing. As of December 31, 2018, the Company accrued $1,372 in accrued and other current liabilities for these obligations, which included estimates for certain unresolved items. These and certain other outstanding amounts were settled by agreement on March 18, 2019 with a net payment to the Company from Allscripts of $435 . Concurrent with the closing of the Disposition and as contemplated by the APA, (a) the Company and Allscripts modified the amended and restated mutual license and reseller agreement dated June 26, 2015, which was further amended on December 30, 2017, such that, among other things, the Company committed to deliver a minimum of $95,000 of total bookings over a ten -year period (“Bookings Commitment”) from referral transactions and sales of certain Allscripts products; (b) the Company and Allscripts each licensed certain intellectual property to the other party pursuant to a cross license agreement; (c) the Company agreed to provide certain transition services to Allscripts pursuant to a transition services agreement; and (d) the Company licensed certain software and agreed to sell certain hardware to Allscripts pursuant to a software license and supply agreement. In the event of a Bookings Commitment shortfall at the end of the ten -year period, the Company may be obligated to pay 70% of the shortfall, subject to certain credits. The Company will earn 30% commission from Allscripts on each software referral transaction that results in a booking with Allscripts. The Company accounts for the Bookings Commitment at its estimated fair value over the life of the agreement. As of September 30, 2019 and December 31, 2018 , the estimated fair value was $21,611 and $16,947 , respectively. Divestitures Sale of Home Health Care Services Business On June 7, 2019, the Company completed the divestiture of its home health care services business in exchange for cash proceeds of $300 , which resulted in a loss on sale of business of $582 . The home health care services business does not qualify as discontinued operations as its divestiture does not represent a strategic shift that has had a major impact on the Company's operations or financial results. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are included on the Consolidated Balance Sheets, net of the allowance for doubtful accounts. The allowance for doubtful accounts at September 30, 2019 and December 31, 2018 was $158 and $163 , respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories as of September 30, 2019 and December 31, 2018 consisted of $202 and $496 of finished goods, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities Prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Prepaid expenses $ 3,005 $ 1,485 Securities litigation insurance receivable 19,282 306 Other current assets 1,383 2,559 Prepaid expenses and other current assets $ 23,670 $ 4,350 Accrued and other current liabilities as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Payroll and related costs $ 6,949 $ 5,803 NaviNet acquisition accrued earnout — 1,700 Securities litigation expense payable 19,782 306 Operating lease liabilities 1,875 — Other accrued and other current liabilities 6,438 6,023 Accrued and other current liabilities $ 35,044 $ 13,832 |
Accrued and Other Current Liabilities | Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities Prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Prepaid expenses $ 3,005 $ 1,485 Securities litigation insurance receivable 19,282 306 Other current assets 1,383 2,559 Prepaid expenses and other current assets $ 23,670 $ 4,350 Accrued and other current liabilities as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Payroll and related costs $ 6,949 $ 5,803 NaviNet acquisition accrued earnout — 1,700 Securities litigation expense payable 19,782 306 Operating lease liabilities 1,875 — Other accrued and other current liabilities 6,438 6,023 Accrued and other current liabilities $ 35,044 $ 13,832 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant, and Equipment, net Property, plant and equipment, net as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Computer equipment and software $ 13,950 $ 14,058 Furniture and equipment 2,755 3,732 Leasehold and building improvements 7,173 7,450 Construction in progress - PPE 627 — Property, plant, and equipment, excluding internal use software 24,505 25,240 Less: Accumulated depreciation and amortization (19,557 ) (17,884 ) Property, plant and equipment, excluding internal use software, net 4,948 7,356 Internal use software 32,283 31,565 Construction in progress - Internal use software 2,386 903 Less: Accumulated depreciation and amortization, internal use software (23,266 ) (16,846 ) Internal use software, net 11,403 15,622 Property, plant, and equipment, net $ 16,351 $ 22,978 Depreciation and amortization expense from continuing operations was $3,198 and $10,198 , respectively, for the three and nine months ended September 30, 2019 , of which $2,174 and $7,122 , respectively, related to internal use software costs. Depreciation and amortization expense from continuing operations was $3,200 and $9,307 , respectively, for the three and nine months ended September 30, 2018 , of which $2,351 and $6,694 , respectively, related to internal use software costs. Amounts capitalized to internal use software for the three and nine months ended September 30, 2019 were $1,011 and $2,907 , respectively. Amounts capitalized to internal use software for the three and nine months ended September 30, 2018 were $2,140 and $5,484 , respectively. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The Company’s definite-lived intangible assets as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Customer relationships $ 52,000 $ 52,000 Developed technologies 32,000 36,700 Trade name 3,000 3,000 87,000 91,700 Less: Accumulated amortization (32,955 ) (26,997 ) Intangible assets, net $ 54,045 $ 64,703 Amortization of definite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Amortization expense from continuing operations for the three and nine months ended September 30, 2019 was $2,197 and $6,681 , respectively. Amortization expense from continuing operations for the three and nine months ended September 30, 2018 was $2,287 and $6,861 , respectively. At February 28, 2018, the Company recorded $4,700 of definite-lived intangible assets and accumulated amortization of $271 related to the assignment of NantHealth Labs (see Note 20). These intangibles are amortized over a period of thirteen years. During the three months ended June 30, 2019, the Company identified an indicator of impairment with respect to the NantHealth Labs definite-lived intangible assets given the decline in sales and the Company's decision to cease commercial sales of its liquid biopsy test offering to focus on performing a study to measure the clinical utility of the AR-V7 analyte for informing treatment in patients with castration-resistant prostate cancer. Although the Company will continue this study while also pursuing other strategically aligned clinical studies that support its liquid biopsy platform, the Company determined that the assets were not recoverable given the significant amount of costs required to further build evidence of clinical utility while also ceasing commercial sales of the Liquid GPS product. Therefore, the Company fully impaired the intangible assets as of June 30, 2019 and recorded an impairment loss of $3,977 within operating expenses. The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of September 30, 2019 is as follows: Amounts Remainder of 2019 $ 2,197 2020 8,038 2021 8,038 2022 8,038 2023 3,467 2024 3,467 Thereafter 20,800 Total future intangible amortization expense $ 54,045 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill as of September 30, 2019 and December 31, 2018 was $115,930 . On February 28, 2018, the Company recognized $1,305 of goodwill related to the assignment of NantHealth Labs (see Note 20). Goodwill acquired in a business combination is tested for impairment annually as of October 1, or between annual tests when an impairment indicator exists. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Equity method investment Investment in NantOmics In 2015, the Company purchased a total of 169,074,539 Series A-2 units of NantOmics, LLC (“NantOmics”), a related party of the Company, for an aggregate purchase price of $250,774 . The Series A-2 units do not have any voting rights and, at the time of the purchase, represented approximately 14.28% of NantOmics’ issued and outstanding membership interests. NantOmics is majority owned by NantWorks and delivers molecular diagnostic capabilities with the intent of providing actionable intelligence and molecularly driven decision support for cancer patients and their providers at the point of care. The Company applies the equity method to account for its investment in NantOmics as the interest in the equity is similar to a partnership interest. Further, the Company has the ability to exert significant influence over the operating and financial policies of the entity since NantWorks controls both NantHealth and NantOmics. The difference between the carrying amount of the investment in NantOmics and the Company’s underlying equity in NantOmics’ net assets relate to both definite and indefinite-lived intangible assets. At the date of purchase, the Company attributed $28,195 and $14,382 of these differences to NantOmics’ developed technologies and its reseller agreement with the Company, respectively, prior to the application of developed technology intangibles included in NantOmics net assets, and the remaining basis differences were attributed to goodwill. The Company amortizes the basis differences related to the definite-lived intangible assets over the assets’ estimated useful lives and records these amounts as a reduction in the carrying amount of its investment and an increase in its equity method loss. The investment in related party is assessed for possible impairment when events indicate that the fair value of the investment may be below the carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in net loss. In making the determination as to whether a decline is other than temporary, the Company considers such factors as the duration and extent of the decline, the investee’s financial performance, and the Company's ability and intention to retain the investment for a period that will be sufficient to allow for any anticipated recovery in the investment’s market value. The new cost basis of the investment is not changed for subsequent recoveries in fair value. The fair value of the Company's equity method investment is determined using the income approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations for future revenue, operating expenses, and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate. The related cash flow forecasts are discounted using an estimated weighted-average cost of capital at the date of valuation. Differences between the carrying value of an equity investment and its underlying equity in the net assets of the related party are assigned to the extent practicable to specific assets and liabilities based on our analysis of the various factors giving rise to the difference. When appropriate, the Company's share of the related party’s reported earnings is adjusted quarterly to reflect the difference between these allocated values and the related party’s historical book values. At December 31, 2018 and September 30, 2018, the Company determined that other than temporary impairments of $14,768 and $80,444 , respectively, in the value of the investment in NantOmics had occurred, predominantly attributed to declines in the value of goodwill. The decline in fair value at December 31, 2018 was primarily caused by altered pricing assumptions for the reseller agreement between the Company and NantOmics. The decline in fair value at September 30, 2018, was primarily caused by changes in projected GPS Cancer revenue, due to delays in the Company’s GPS Cancer revenue growth and changes in the risk profile of the financial projections for NantOmics. The Company based its financial projections on information that the Company believed was reasonable; however, actual results may differ materially from those projections. The other than temporary impairments were based on judgments and estimates that were forward looking in nature and it is reasonably possible that the estimate of the impairments of the equity method investment in NantOmics will change in the near term due to the following: actual NantOmics cash distribution is materially lower than expected, significant adverse changes in NantOmics' operating environment, increase in the discount rate, and changes in other key assumptions. Risks and uncertainties are related to assumptions regarding future financial performance, commercial acceptance of product and service offerings, risk of reimbursement for the Company’s sequencing and molecular analysis solution, developments in the healthcare and molecular diagnostics industry, NantOmics' ability to integrate its business acquisitions, regulatory risks, and other general business risks including unanticipated adverse changes in NantOmics' operating environment. At February 28, 2018, the Company transferred 9,088,362 of the Series A-2 units to NantOmics as consideration for the assignment of NantHealth Labs, Inc. (see Note 20). An additional 564,779 units were transferred by May 31, 2018. This reduced NantHealth's ownership of NantOmics to approximately 13.58% . Pertaining to the Company's share of NantOmics' income or loss, amortization of basis differences, and other than temporary impairments, for the three months ended September 30, 2019 and 2018 , the Company recognized losses of $1,983 and $83,306 , respectively, and for the nine months ended September 30, 2019 and 2018 , the Company recognized losses of $6,401 and $89,512 , respectively. The Company reports its share of NantOmics’ income or loss and the amortization of basis differences using a one quarter lag. The Company used the following summarized financial information for NantOmics for the three and nine months ended June 30, 2019 and 2018, to record its equity method losses for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 847 $ 1,265 $ 3,913 $ 4,231 Gross loss (1,239 ) (1,328 ) (2,573 ) (7,615 ) Loss from operations (4,436 ) (11,594 ) (17,541 ) (38,278 ) Impairment on equity investments — — (12,265 ) (19,976 ) Net loss (3,333 ) (10,444 ) (26,263 ) (54,482 ) Net loss attributable to NantOmics (3,296 ) (10,078 ) (26,005 ) (53,120 ) Investment in equity securities without readily determinable fair values Investment in IOBS On June 16, 2015, the Company invested $1,750 in Innovative Oncology Business Solutions, Inc. (“IOBS”) in exchange for 1,750,000 shares of IOBS’ Series A preferred stock. IOBS offers community oncology practices an alternative medical home model for oncology patients that improves health outcomes, enhances patient care experiences and significantly reduces costs of care. The shares of preferred stock represent 35.0% of the outstanding equity of IOBS on an as-converted basis. The Company applied the cost method to account for its investment because the preferred stock is not considered in-substance common stock, is not considered a debt instrument, as the Company cannot unilaterally demand redemption of the preferred stock and the preferred stock does not have a readily determinable fair value. As of September 30, 2019 and December 31, 2018 , IOBS was considered a variable interest entity. The Company is not the primary beneficiary of IOBS because it only has the right to elect two of five directors. All major decisions of IOBS require the majority vote by the members of the board of directors, including decisions made to manage the business including hiring and firing of officers and other critical management functions. Therefore, the Company does not consolidate IOBS. During July 2018, the management of IOBS informed their board of directors that a transition plan had been agreed to migrate all current customers of the company to a business partner, as IOBS was unable to profitably serve those customers. The management of IOBS continues to seek ways to monetize the intellectual property held by the company, but future cash flows are uncertain. Therefore, the Company concluded that the investment in IOBS was impaired as of June 30, 2018. Given the level of uncertainty on future cash flows and the limited assets of IOBS available for distribution, the Company concluded the fair value of the investment was $0 as of June 30, 2018 and recognized an impairment charge of $1,750 in other expenses. No other arrangements exist that could require the Company to provide additional financial support or otherwise expose the Company to a loss. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes In December 2016, the Company entered into the Purchase Agreement with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $90,000 in aggregate principal amount of its 5.50% senior convertible notes due 2021 ("Convertible Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons pursuant to Regulation S under the Securities Act. In December 2016, the Company entered into a purchase agreement (the “Cambridge Purchase Agreement”) with Cambridge Equities, L.P., an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Chairman and Chief Executive Officer (“Cambridge”), to issue and sell $10,000 in aggregate principal amount of the Convertible Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In December 2016, pursuant to the exercise of the overallotment by the Initial Purchasers, the Company issued an additional $7,000 principal amount of the Convertible Notes. The total net proceeds from this offering were approximately $102,714 , $9,917 from Cambridge and $92,797 from the Initial Purchasers, after deducting the Initial Purchasers’ discount and debt issuance costs of $4,286 in connection with the Convertible Notes offering. On December 21, 2016, the Company entered into an Indenture, relating to the issuance of the Convertible Notes (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The interest rates are fixed at 5.50% per year, payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2017. The Convertible Notes will mature on December 15, 2021, unless earlier repurchased by the Company or converted pursuant to their terms. In connection with the offering of the Convertible Notes, on December 15, 2016, the Company entered into a Second Amended and Restated Promissory Note which amended and restated the Amended and Restated Promissory Note, dated May 9, 2016, between the Company and NantCapital, to, among other things, extend the maturity date of the promissory note to June 30, 2022 and to subordinate such promissory note in right of payment to the Convertible Notes (see Note 20). The initial conversion rate of the Convertible Notes is 82.3893 shares of common stock per $1 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $12.14 per share). Prior to the close of business on the business day immediately preceding September 15, 2021, the Convertible Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2017 (and only during such calendar quarter), if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 120% of the conversion price on such trading day; (2) during the five -business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions as described in the Indenture agreement. Upon conversion, the Convertible Notes will be settled in cash, shares of the Company’s common stock or any combination thereof at the Company’s option. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to purchase all or a portion of the Convertible Notes in principal amounts of $1 or an integral multiple thereof, for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. The conversion rate will be subject to adjustment upon the occurrence of certain specified events. On or after the date that is one year after the last date of original issuance of the Convertible Notes, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending within the five trading days immediately preceding a conversion date is greater than or equal to 120% of the conversion price on each applicable trading day, the Company will make an interest make-whole payment to a converting holder (other than a conversion in connection with a make-whole fundamental change in which the conversion rate is adjusted) equal to the sum of the present values of the scheduled payments of interest that would have been made on the Convertible Notes to be converted had such Convertible Notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date if the Convertible Notes had not been so converted. The present values of the remaining interest payments will be computed using a discount rate equal to 2.0% . The Company may pay any interest make-whole payment either in cash or in shares of its common stock, at the Company’s election as described in the Indenture. The Company accounts for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) by recording the liability and equity components of the convertible debt separately. The liability component is computed based on the fair value of a similar liability that does not include the conversion option. The liability component includes both the value of the embedded interest make-whole derivative and the carrying value of the Convertible Notes. The equity component is computed based on the total debt proceeds less the fair value of the liability component. The equity component is also recorded as debt discount and amortized as interest expense over the expected term of the Convertible Notes. The liability component of the Convertible Notes on the date of issuance was computed as $83,079 , consisting of the value of the embedded interest make-whole derivative of $1,499 and the carrying value of the Convertible Notes of $81,580 . Accordingly, the equity component on the date of issuance was $23,921 . If the debt is considered current at the balance sheet date, the liability component of the convertible notes will be classified as current liabilities and presented in current portion of convertible notes debt and the equity component of the convertible debt will be considered a redeemable security and presented as redeemable equity on the Company's Consolidated Balance Sheet. Offering costs of $4,286 related to the issuance of the Convertible Notes were allocated to the liability and equity components in proportion to the allocation of the proceeds and accounted for as deferred financing offering costs and equity issuance costs, respectively. Approximately $972 of this amount was allocated to equity and the remaining $3,314 was capitalized as deferred financing offering costs. The debt discounts and deferred financing offering costs on the Convertible Notes are being amortized to interest expense over the contractual terms of the Convertible Notes, using the effective interest method at an effective interest rate of 12.82% . As of September 30, 2019 , the remaining life of the Convertible Notes is approximately 27 months . The following table summarizes how the issuance of the Convertible Notes is reflected in the Company's Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . Related Party Others Total Balance as of September 30, 2019 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (1,264 ) (13,719 ) (14,983 ) Net carrying amount $ 8,736 $ 83,281 $ 92,017 Balance as of December 31, 2018 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (1,622 ) (17,567 ) (19,189 ) Net carrying amount $ 8,378 $ 79,433 $ 87,811 The following tables set forth the Company's interest expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 137 $ 1,334 $ 1,471 $ 411 $ 4,002 $ 4,413 Amortization of debt discounts 120 1,160 1,280 350 3,372 3,722 Amortization of deferred financing offering costs 3 163 166 9 476 485 Total convertible notes interest expense $ 260 $ 2,657 $ 2,917 $ 770 $ 7,850 $ 8,620 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 137 $ 1,334 $ 1,471 $ 411 $ 4,002 $ 4,413 Amortization of debt discounts 106 1,020 1,126 309 2,966 3,275 Amortization of deferred financing offering costs 3 144 147 8 419 427 Total convertible notes interest expense $ 246 $ 2,498 $ 2,744 $ 728 $ 7,387 $ 8,115 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 21,611 $ — $ — $ 21,611 December 31, 2018 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 16,947 $ — $ — $ 16,947 The Company’s intangible assets and goodwill are initially measured at fair value and any subsequent adjustment to the initial fair value occurs only if an impairment charge is recognized. Cash is valued at nominal value. The fair values of the Company’s marketable securities and cash equivalents (consisting of mainly money market accounts) are based on quoted market prices in active markets with no valuation adjustment. Level 3 Inputs Bookings Commitment The Company values the Bookings Commitment, assumed upon the disposal of the provider/patient engagement solutions business (see Note 4), using a Monte Carlo Simulation model to calculate average payments due under the Bookings Commitment, based on management's estimate of its performance in securing bookings and resulting annual payments, discounted at the cost of debt based on a yield curve. The cost of debt used for discounting was between 15% and 17% at September 30, 2019 and between 17% and 20% at December 31, 2018 . The change in fair value is recorded as an unrealized gain or loss through earnings within other (expense) income, net in the Company's Consolidated Statements of Operations. The fair value of the Bookings Commitment is dependent on management's estimate of the probability of success on individual opportunities and the cost of debt applied in discounting the liability. The higher the probability of success on each opportunity, the lower the fair value of the Bookings Commitment liability. The lower the cost of debt applied, the higher the value of the liability. The fair market value for level 3 securities may be highly sensitive to the use of unobservable inputs and subjective assumptions. Generally, changes in significant unobservable inputs may result in significantly lower or higher fair value measurements. The following tables set forth a summary of changes in the fair value of Level 3 liabilities for the three and nine months ended September 30, 2019 : June 30, 2019 Additions Change in Fair Value September 30, 2019 Bookings Commitment $ 18,452 $ — $ 3,159 $ 21,611 December 31, 2018 Additions Change in Fair Value September 30, 2019 Bookings Commitment $ 16,947 $ — $ 4,664 $ 21,611 Fair Value of Convertible Notes held at amortized cost As of September 30, 2019 and December 31, 2018 , the fair value and carrying value of the Company's Convertible Notes were: Fair Value Carrying Value Face Value 5.5% convertible senior notes due December 15, 2021: Balance as of September 30, 2019 Related party $ 6,277 $ 8,736 $ 10,000 Others 60,885 83,281 97,000 $ 67,162 $ 92,017 $ 107,000 Balance as of December 31, 2018 Related party $ 5,879 $ 8,378 $ 10,000 Others 57,031 79,433 97,000 $ 62,910 $ 87,811 $ 107,000 The fair value shown above represents the fair value of the debt instrument, inclusive of both the debt and equity components, but excluding the derivative liability. The carrying value represents only the carrying value of the debt component. The fair value of the Convertible Notes was determined using unobservable inputs that are supported by minimal non-active market activity and that are significant to determining the fair value of the debt instrument. The fair value is level 3 in the fair value hierarchy. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for corporate offices, data centers, and certain equipment. The Company's leases have lease terms of one year to eleven years , some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. NantWorks, a related party, subleases one of the Company's data centers on the same terms the Company agreed with the lessor. Options to extend are included in the lease term where the Company is reasonably certain to exercise the options. Variable payments on the Company's leases are expensed as incurred, as they do not depend on an index, or rate. The Company concluded certain leases for data centers had a term of less than 1 year at inception, as arrangements are only renewed following marketplace assessments and negotiations with vendors. The Company's leases do not indicate the rate implicit in the lease. As such, the Company has used its incremental borrowing rate, determined based on market indications of the rate at which the Company could borrow, adjusted for the term, value and payment schedule of individual leases, at the effective date for ASC 842 or at the lease commencement date for leases entered into after January 1, 2019. Lease expense, charged to selling, general and administrative expense, for the three and nine months ended September 30, 2019 consisted of: Three Months Ended Nine Months Ended September 30, 2019 2019 Operating lease cost $ 709 $ 2,056 Short-term lease cost 252 804 Variable cost 98 248 Sublease income (52 ) (156 ) Total lease cost $ 1,007 $ 2,952 For the three and nine months ended September 30, 2018 , rental expense was charged to selling, general and administrative expense in the amount of $841 and $3,217 , respectively. Other information regarding the Company's leases: Three Months Ended September 30, Nine Months Ended September 30, 2019 2019 Operating cash flows for operating leases $ (772 ) $ (2,112 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,837 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 1,837 Weighted average remaining lease term - operating leases 6.0 years Weighted average discount rate - operating leases 11 % As of September 30, 2019 and December 31, 2018, the Company had no material capital leases and the remaining lives of its operating leases ranged from one to ten years as of September 30, 2019. Future minimum lease payments under the Company's operating leases at September 30, 2019 were: Maturity Analysis Amounts 2019 $ 793 2020 3,174 2021 3,025 2022 3,066 2023 3,107 Thereafter 4,994 Total future minimum lease payments 18,159 Less imputed interest (4,866 ) Total $ 13,293 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,875 Operating lease liabilities 11,418 $ 13,293 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company's principal commitments consist of obligations under its outstanding debt obligations, non-cancelable leases for its office space, data centers and certain equipment and vendor contracts to provide research services, and purchase obligations under license agreements and reseller agreements. Regulatory Matters The Company is subject to regulatory oversight by the U.S. Food and Drug Administration and other regulatory authorities with respect to the development, manufacturing, and sale of some of the solutions. In addition, the Company is subject to the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act and related patient confidentiality laws and regulations with respect to patient information. The Company reviews the applicable laws and regulations regarding effects of such laws and regulations on its operations on an on-going basis and modifies operations as appropriate. The Company believes it is in substantial compliance with all applicable laws and regulations. Failure to comply with regulatory requirements could have a significant adverse effect on the Company’s business and operations. Legal Matters The Company is, from time to time, subject to claims and litigation that arise in the ordinary course of its business. The Company intends to defend vigorously any such litigation that may arise under all defenses that would be available to it. Except as discussed below, in the opinion of management, the ultimate outcome of proceedings of which management is aware, even if adverse to the Company, would not have a material adverse effect on the Company’s Consolidated Financial Condition or Results of Operations. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Securities Litigation In March 2017, a number of putative class action securities complaints were filed in U.S. District Court for the Central District of California, naming as defendants the Company and certain of our current or former executive officers and directors. These complaints have been consolidated with the lead case captioned Deora v. NantHealth, Inc., 2:17-cv-01825. ("Deora") In June 2017, the lead plaintiffs filed an amended consolidated complaint, which generally alleges that defendants violated federal securities laws by making material misrepresentations in NantHealth’s IPO registration statement and in subsequent public statements. In particular, the complaint refers to various third-party articles in alleging that defendants misrepresented NantHealth’s business with the University of Utah, donations to the university by non-profit entities associated with the Company's founder Dr. Soon-Shiong, and orders for GPS Cancer. The lead plaintiffs seek unspecified damages and other relief on behalf of putative classes of persons who purchased or acquired NantHealth securities in the IPO or on the open market from June 1, 2016 through May 1, 2017. In March 2018, the court largely denied Defendants’ motion to dismiss the consolidated amended complaint. On July 30, 2019, the court certified the case as a class action. On October 23, 2019, the parties notified the court that they had reached a settlement in principle to resolve the action on a classwide basis in the amount of $16,500 , which is included in accrued and other current liabilities on the Consolidated Balance Sheet at September 30, 2019. The settlement is subject to several conditions, including the execution of a stipulation of settlement that is satisfactory to all parties, and preliminary and final approval from the court, among other things. If the settlement is finalized and approved by the court, the majority of the settlement amount will be funded by the Company’s insurance carriers, and a portion will be funded by the Company. In May 2017, a putative class action complaint was filed in California Superior Court, Los Angeles County, asserting claims for violations of the Securities Act based on allegations similar to those in Deora. That case is captioned Bucks County Employees Retirement Fund v. NantHealth, Inc., BC 662330. The parties have agreed to stay the case until the next case management conference, scheduled for December 3, 2019. The Company believes that the claims lack merit and intends to vigorously defend the litigation. In April 2018, two putative shareholder derivative actions-captioned Engleman v. Soon-Shiong, Case No. 2018-0282-AGB, and Petersen v. Soon-Shiong, Case No. 2018-0302-AGB were filed in the Delaware Court of Chancery. The plaintiff in the Engleman action previously filed a similar complaint in California Superior Court, Los Angeles County, which was dismissed based on a provision in the Company’s charter requiring derivative actions to be brought in Delaware. The Engleman and Petersen complaints contain allegations similar to those in Deora but assert causes of action on behalf of NantHealth against various of the Company’s current or former executive officers and directors for alleged breaches of fiduciary duty, abuse of control, gross mismanagement, and unjust enrichment. The Company is named solely as a nominal defendant. In July 2018, the court issued an order consolidating the Engleman and Petersen actions as in re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB, appointing Petersen as lead plaintiff, and designating the Petersen complaint as the operative complaint. On September 20, 2018, the defendants moved to dismiss the complaint. In October 2018, in response to the motion to dismiss, Petersen filed an amended complaint. In November 2018, the defendants moved to dismiss the amended complaint. A hearing on the defendants’ motion was held on September 25, 2019. In April 2018, a putative shareholder derivative action captioned Shen v. Soon-Shiong was filed in U.S. District Court for the District of Delaware. The complaint contains allegations similar to those in Deora but asserts causes of action on behalf of NantHealth against various of the Company’s current or former executive officers and directors for alleged breaches of fiduciary duty and unjust enrichment, as well as alleged violations of the federal securities laws based on alleged misstatements or omissions in the Company’s 2017 proxy statement. The parties have agreed to stay the case pending a decision on defendants’ motion to dismiss in the derivative action in the Delaware Court of Chancery. Real Estate Litigation On March 9, 2018, PayPal, Inc. (“PayPal”) commenced an action against the Company in the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts, for Suffolk County. The action was originally captioned PayPal, Inc. v. NantHealth, Inc., Civil Action No. 18-0780-E. On April 10, 2018, the Superior Court transferred the case to its Business Litigation Section, where it is currently pending and captioned as PayPal, Inc. v. NantHealth, Inc., Civil Action No. 18-0780-BLS1. This action arises out of a Sublease Agreement that PayPal and the Company entered into on or about November 30, 2017. The Sublease Agreement pertained to commercial real estate that PayPal leased at One International Place in Boston, Massachusetts. On January 25, 2018, the Company notified PayPal that we were electing to terminate the Sublease Agreement. In its Verified Complaint, and a contemporaneous notice of default that the Company disputed, PayPal alleges that the Company breached the Sublease Agreement. In addition, PayPal asserts claims for breach of the covenant of good faith and fair dealing, and violations of Massachusetts General Laws, Chapter 93A, sections 2 and 11, and seeks a declaratory judgment recognizing and enforcing the terms of the Sublease Agreement. Among other relief, PayPal seeks damages, treble damages, interest, costs, and attorneys’ fees. PayPal has asserted that its damages are $2,349 , which it has requested that the Court treble pursuant to the provisions of Massachusetts General Laws, Chapter 93A. On April 12, 2018, the Company filed its answer and jury demand in the action. On August 2, 2018, PayPal requested a status conference with the Court in order to discuss PayPal’s potential filing of a motion for partial judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c). A Rule 16 Litigation Control Conference (“Rule 16 Conference”) was held on August 22, 2018. During the Rule 16 Conference, the Court denied PayPal’s request for leave to file a motion for partial judgment on the pleadings. Following the Rule 16 Conference, the Court issued a tracking order setting deadlines and other procedures that would apply to this action. On September 26, 2018, the Company filed its Assented to Motion for Leave to Amend Its Answer. The Court granted the Company's motion on October 3, 2018. On October 9, 2018, the Company filed and served its amended answer and jury demand. On January 8, 2019, the parties filed a joint motion to extend certain of the tracking order deadlines, which motion the Court granted by endorsed order dated January 9, 2019. On April 4, 2019, PayPal filed a motion to add NantWorks, LLC as a defendant in the litigation, which motion was filed together with the Company's opposition. The Court denied PayPal's motion on April 16, 2019. PayPal served a motion for summary judgment on June 5, 2019 and the Company served its opposition on July 12, 2019. PayPal responded with a reply to the Company’s opposition on July 18, 2019 and filed the fully briefed motion that same day. The parties completed fact discovery on March 15, 2019 and completed expert discovery on August 22, 2019. A hearing on PayPal’s motion for summary judgment was held on October 17, 2019. At the hearing, the Court indicated its intention to issue a written decision (1) granting PayPal’s motion for summary judgment regarding its claim for breach of the Sublease Agreement, as to liability only and not as to damages; (2) denying PayPal’s motion for summary judgment regarding its claim for unfair and deceptive trade practices in violation of Massachusetts General Laws, Chapter 93A, sections 2 and 11; and (3) finding PayPal’s claim for breach of the covenant of good faith and fair dealing to be irrelevant or moot and denying its motion for summary judgment as to that claim. At the October 17, 2019 hearing, PayPal orally withdrew its claim for attorneys’ fees on its breach of the Sublease Agreement claim only and left uncertain whether it intends to pursue its claim for a declaratory judgment. Based on the Court’s statements at the October 17, 2019 hearing, the issue of damages on PayPal’s claim for breach of the Sublease Agreement remains to be determined. The Company has asserted that PayPal failed to mitigate any damages that PayPal claims the Company owes. PayPal’s claim for unfair and deceptive practices in violation of Massachusetts General Laws, Chapter 93A, sections 2 and 11, and its requests for treble damages and attorneys’ fees, as well as its requests for interest and costs on the claims it is pursuing, also remain to be determined. The precise contours of the Court’s rulings on PayPal’s summary judgment motion will not be known until the Court issues its written decision. The Company denies any liability to PayPal and intends to continue vigorously defending the action. Insurance Recoveries The Company has reflected its right to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with the Company’s third-party insurers and receipt is deemed probable. This includes instances where the Company’s third-party insurers have agreed to pay, on the Company’s behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. The amount of such receivable related to the securities litigation recorded at September 30, 2019 and December 31, 2018 was $19,282 and $306 , respectively, and is included in prepaid expenses and other current assets on the Consolidated Balance Sheets . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended September 30, 2019 , the benefit from income taxes was $527 and $168 , respectively. For the three and nine months ended September 30, 2018 , the benefit from income taxes was $1,778 and $3,429 , respectively. The benefit from income taxes for the three and nine months ended September 30, 2019 and the benefit from income taxes for the three and nine months ended September 30, 2018 included an income tax benefit for the consolidated group based on an estimated annual effective tax rate. The effective tax rate for the three and nine months ended September 30, 2019 was a benefit of 3.12% and 0.33% , respectively. The effective tax rate for the three and nine months ended September 30, 2018 was a benefit of 1.79% and 2.37% , respectively. The effective tax rates for the three and nine months ended September 30, 2019 and September 30, 2018 differed from the U.S. federal statutory rates of 21% primarily as a result of a reduction to the deferred tax liability related to an indefinite lived intangible asset, an increase of purchase accounting deferred tax liabilities that cannot be absorbed by the deferred tax assets, nondeductible expenses, state income taxes, foreign income tax rate differential and the impact of valuation allowance on the Company's deferred tax assets. The Company has evaluated all available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If/when the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period(s) such determination is made. The Company files income tax returns in the U.S. Federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. The Company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2013 or prior, however, its tax attributes, such as net operating loss (“NOL”) carryforwards and tax credits, are still subject to examination in the year they are used. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Amended Certificate of Incorporation In accordance with the Company’s amended and restated certificate of incorporation, which was filed immediately following the closing of its IPO, the Company is authorized to issue 750,000,000 shares of common stock, with a par value of $0.0001 per share, and 20,000,000 shares of undesignated preferred stock, with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of its stockholders. Holders of the Company’s common stock have no cumulative voting rights. Further, as of September 30, 2019 and December 31, 2018 , holders of the Company’s common stock have no preemptive, conversion, redemption or subscription rights and there are no sinking fund provisions applicable to the Company’s common stock. Upon liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors. As of September 30, 2019 , and December 31, 2018 , there were no outstanding shares of preferred stock. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following table reflects the components of stock-based compensation expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Stock: Research and development $ — $ 28 $ — $ 79 Phantom units: Cost of revenue (3 ) 52 18 302 Selling, general and administrative 16 (484 ) 53 (69 ) Research and development 18 (13 ) 14 313 Total phantom units stock-based compensation expense 31 (445 ) 85 546 Stock options: Selling, general and administrative 75 — 90 — Restricted Stock Units: Cost of revenue 6 4 11 22 Selling, general and administrative 390 759 1,622 3,983 Research and development 24 27 41 175 Total restricted stock units stock-based compensation expense 420 790 1,674 4,180 Total stock-based compensation expense 526 373 1,849 4,805 Amount capitalized to internal-use software 14 149 105 410 Total stock-based compensation cost $ 540 $ 522 $ 1,954 $ 5,215 Retired Profits Interests Plan On December 3, 2013, the Company adopted the Profits Interests Plan under which it had reserved an aggregate of 63,750,000 Series C units for issuance to associates, consultants and contractors of the Company in consideration for bona fide services provided to the Company. The Series C units were considered profits interests of the Company and did not entitle their holders (the “Series C Members”) to receive distributions if the Company were liquidated immediately after the grant. Instead, the Series C Members were entitled to receive an allocation of a portion of the profit and loss of the Company arising after the date of the grant and, subject to vesting conditions, distributions made out of a portion of the profits of the Company arising after the grant date of the Series C units. Grants of the Series C units were either fully vested, partially vested, or entirely unvested at the time of the grant as determined by the Board. Series C Members were not entitled to receive any distributions until the aggregate distributions made by the Company exceeded a hurdle amount applicable to those Series C units. The hurdle amount for each grant was determined by the Board at the date of issuance of such units. After all other members received their applicable hurdle amount, the Series C Members were entitled to receive their percentage interest of such excess distributions. As of December 31, 2015, and through the date of the LLC Conversion, the Company had 3,470,254 Series C units outstanding. Upon the LLC Conversion on June 1, 2016, the Company issued 28,973 shares of common stock to holders of vested Series C units and 10,462 shares of restricted stock to holders of unvested Series C units. The shares of restricted stock issued to holders of unvested profits interests are subject to forfeiture until becoming fully vested in accordance with the terms of the original Series C unit grant agreements (see Restricted Stock below). Phantom Unit Plan On March 31, 2015, the Company approved the Nant Health, LLC Phantom Unit Plan (the “Phantom Unit Plan”). The maximum number of phantom units that may be issued under the Phantom Plan is equal to 11,590,909 minus the number of issued and outstanding Series C units of the Company. As of September 30, 2019 , there were 121,244 phantom units outstanding under the Phantom Unit Plan. Each grant of phantom units made to a participant under the Phantom Unit Plan vests over a defined service period, subject to completion of a liquidity event. The Company’s IPO satisfied the liquidity event condition and the phantom units now entitle their holders to cash or non-cash payments in an amount equal to the number of vested units held by that participant multiplied by the fair market value of one share of the Company’s common stock on the date each phantom unit vests. After the Company’s IPO, the Company will no longer issue any units under the Phantom Unit Plan. The Company intends to settle all vested phantom unit payments held by United States-based participants in shares of the Company’s common stock and classifies these awards as equity awards in its Consolidated Balance Sheet. Awards held by participants who are based outside of the United States will be settled in cash and are classified within accrued and other current liabilities on the Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . The following table summarizes the activity related to the unvested phantom units during the three and nine months ended September 30, 2019 : Number of Units Weighted- Average Grant Date Value Per Phantom Unit Unvested phantom units outstanding - December 31, 2018 588,852 $ 14.95 Vested (287,500 ) $ 15.79 Forfeited (17,500 ) $ 14.05 Unvested phantom units outstanding - March 31, 2019 283,852 $ 14.16 Vested (129,881 ) $ 14.10 Forfeited (19,773 ) $ 14.10 Unvested phantom units outstanding - June 30, 2019 134,198 $ 14.22 Vested (10,227 ) $ 15.84 Forfeited (2,727 ) $ 14.00 Unvested phantom units outstanding - September 30, 2019 121,244 $ 14.11 The Company has previously granted phantom units to employees of related companies who are providing services to the Company under the shared services agreement with NantWorks (see Note 20) as well as certain consultants of the Company. No phantom units were granted during the three and nine months ending September 30, 2019 or 2018 . All other grants of phantom units have been made to employees of the Company. Stock-based compensation expense for the phantom units issued to participants who are based outside of the United States is re-measured at the end of each reporting period until the awards vest. The Company uses the accelerated attribution method to recognize expense for all phantom units since the awards’ vesting was subject to the completion of a liquidity event. The grant date fair value of the phantom units granted prior to LLC Conversion was estimated using both an option pricing method and a probability weighted expected return method. As of September 30, 2019 , the Company had $189 of unrecognized stock-based compensation expense related to phantom units which will be recognized over a weighted-average period of 0.7 years . Of that amount, $187 of unrecognized expense is related to employee grants with a weighted-average period of 0.7 years and $2 of unrecognized expense is related to non-employee grants with a weighted-average period of 0.6 years . During the three and nine months ended September 30, 2019 , the Company issued 6,917 and 270,554 shares, respectively, of common stock to participants of the Phantom Unit Plan based in the United States. 2016 Equity Incentive Plan In May and June of 2016, the Company’s Board of Directors adopted, and the Company’s stockholders approved the 2016 Equity Incentive Plan (the "2016 Plan”) in connection with the Company’s IPO. The 2016 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants. In April 2018, the Company’s Board of Directors adopted, and, in June 2018, the Company’s stockholders approved an amendment to the 2016 Plan, to reserve a further 6,800,000 shares of common stock for issuance pursuant to the 2016 Plan. Following the approval of the amendment, a total of 12,800,000 shares of common stock were reserved for issuance pursuant to the 2016 Plan. Restricted Stock The Company issued 10,462 shares of restricted stock under the 2016 Plan on June 1, 2016, in connection with the conversion of the Series C units. No units were vested and converted into unrestricted common stock during the three and nine months ending September 30, 2019 or 2018 . As of September 30, 2019 , there were no shares of restricted stock outstanding under the 2016 Plan. As of December 31, 2018 , there were no shares of restricted stock outstanding under the 2016 Plan. Stock Options Stock-based compensation expense is calculated based on the grant date fair value of the award and the attribution of that cost is being recognized ratably over the vesting period. The Company has utilized the Black-Scholes option-pricing model to determine the fair value of the stock options. The following table summarizes the activity related to the unvested stock options during the three and nine months ended September 30, 2019 : Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2018 — $ — Stock options outstanding - March 31, 2019 — $ — Granted 905,724 $ 0.61 Stock options outstanding - June 30, 2019 905,724 $ 0.61 Granted 1,100,000 $ 0.55 Vested (137,500 ) $ 0.55 Stock options outstanding - September 30, 2019 1,868,224 $ 0.58 As of September 30, 2019 , the Company had $564 of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.1 years . Restricted Stock Units The Company intends to settle all vested restricted stock unit payments held by United States-based participants in shares of the Company’s common stock and classifies these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States will be settled in cash and are classified within accrued and other current liabilities on the Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . The following table summarizes the activity related to the unvested restricted stock units during the three and nine months ended September 30, 2019 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2018 1,812,961 $ 2.74 Granted 60,000 $ 0.98 Vested (38,967 ) $ 1.65 Forfeited (43,812 ) $ 3.39 Unvested restricted stock units outstanding - March 31, 2019 1,790,182 $ 2.66 Vested (865,129 ) $ 2.70 Forfeited (129,530 ) $ 3.06 Unvested restricted stock units outstanding - June 30, 2019 795,523 $ 2.59 Forfeited (84,631 ) $ 1.79 Unvested restricted units outstanding - September 30, 2019 710,892 $ 2.69 Unrecognized compensation expense related to unvested restricted stock units was $1,183 at September 30, 2019 , which is expected to be recognized as expense over the weighted-average period of 0.9 years . During the three and nine months ended September 30, 2019 , the Company issued 0 and 642,520 shares, respectively, of common stock to participants of the 2016 Plan based in the United States. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock and redeemable common stock for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 Common Stock Common Stock Common Stock Common Stock Net loss per share numerator: Net loss from continuing operations $ (16,374 ) $ (97,432 ) $ (50,895 ) $ (141,213 ) Net loss from discontinued operations (3 ) (32 ) (118 ) (1,817 ) Net loss for basic and diluted net loss per share $ (16,377 ) $ (97,464 ) $ (51,013 ) $ (143,030 ) Weighted-average shares for basic net loss per share 110,619,905 109,471,712 110,261,279 109,060,408 Effect of dilutive securities — — — — Weighted-average shares for dilutive net loss per share 110,619,905 109,471,712 110,261,279 109,060,408 Basic and diluted net loss per share from continuing operations $ (0.15 ) $ (0.89 ) $ (0.46 ) $ (1.29 ) Basic and diluted net loss per share from discontinued operations $ — $ — $ — $ (0.02 ) Basic and diluted total net loss per share $ (0.15 ) $ (0.89 ) $ (0.46 ) $ (1.31 ) The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: September 30, 2019 2018 Unvested restricted stock 1 3,490 Unvested phantom units 121,244 601,352 Unvested restricted stock units 710,892 1,602,176 Unexercised stock options 1,868,224 — Convertible notes 8,815,655 8,815,655 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions NantWorks Shared Services Agreement In October 2012, the Company entered into a shared services agreement with NantWorks that provides for ongoing services from NantWorks in areas such as public relations, information technology and cloud services, human resources and administration management, finance and risk management, environmental health and safety, sales and marketing services, facilities, procurement and travel, and corporate development and strategy (the "Shared Services Agreement"). The Company is billed quarterly for such services at cost, without mark-up or profit for NantWorks, but including reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the associates providing the services. NantHealth also bills NantWorks and affiliates for services such as information technology and cloud services, finance and risk management, and facilities management, on the same basis. During the three and nine months ended September 30, 2019 , the Company incurred $20 and $834 , respectively, of expenses recognized in selling, general and administrative expenses for services provided to the Company by NantWorks and affiliates, net of services provided to NantWorks and affiliates. During the three and nine months ended September 30, 2018 , the Company incurred $733 and $2,267 , respectively, of expenses recognized in selling, general and administrative expenses for services provided to the Company by NantWorks and affiliates, net of services provided to NantWorks and affiliates. Related Party Receivables and Payables As of September 30, 2019 and December 31, 2018 , the Company had related party receivables, net of related party payables of $2,076 and $2,618 , respectively, primarily consisting of a receivable from Ziosoft KK of $1,658 at both dates, which was related to the sale of Qi Imaging. As of September 30, 2019 and December 31, 2018 , the Company had related party payables, net of receivables balances, and related party liabilities of $26,354 and $22,499 , respectively, which primarily relate to amounts owed to NantWorks pursuant to the Shared Services Agreement, amounts owed to NantOmics under the Second Amended Reseller Agreement (defined below) and interest payable. The balance of the related party receivables and payables represent amounts paid by affiliates on behalf of the Company or vice versa. Amended Reseller Agreement On June 19, 2015, the Company entered into a five and a half year exclusive Reseller Agreement with NantOmics for sequencing and bioinformatics services (the "Original Reseller Agreement"). NantOmics is a majority owned subsidiary of NantWorks and is controlled by the Company's Chairman and CEO. On May 9, 2016, the Company and NantOmics executed an Amended and Restated Reseller Agreement (the “Amended Reseller Agreement”), pursuant to which the Company received the worldwide, exclusive right to resell NantOmics’ quantitative proteomic analysis services, as well as related consulting and other professional services, to institutional customers (including insurers and self-insured healthcare providers) throughout the world. The Company retained its existing rights to resell NantOmics’ genomic sequencing and bioinformatics services. Under the Amended Reseller Agreement, the Company is responsible for various aspects of delivering its sequencing and molecular analysis solutions, including patient engagement and communications with providers such as providing interpretations of the reports delivered to the physicians and resolving any disputes, ensuring customer satisfaction, and managing billing and collections. On September 20, 2016, the Company and NantOmics further amended the Reseller Agreement (the "Second Amended Reseller Agreement"). The Second Amended Reseller Agreement permits the Company to use vendors other than NantOmics to provide any or all of the services that are currently being provided by NantOmics and clarifies that the Company is responsible for order fulfillment and branding. The Second Amended Reseller Agreement grants to the Company the right to renew the agreement (with exclusivity) for up to three renewal terms, each lasting three years , if the Company achieves projected volume thresholds, as follows: (i) the first renewal option can be exercised if the Company completes at least 300,000 tests between June 19, 2015 and June 30, 2020; (ii) the second renewal option can be exercised if the Company completes at least 570,000 tests between July 1, 2020 and June 30, 2023; and (iii) the third renewal option can be exercised if the Company completes at least 760,000 tests between July 1, 2023 and June 30, 2026. If the Company does not meet the applicable volume threshold during the initial term or the first or second exclusive renewal terms, the Company can renew for a single additional three year term, but only on a non-exclusive basis. The Company agreed to pay NantOmics noncancelable annual minimum fees of $2,000 per year for each of the calendar years from 2016 through 2020 and, subject to the Company exercising at least one of its renewal options described above, the Company is required to pay annual minimum fees to NantOmics of at least $25,000 per year for each of the calendar years from 2021 through 2023 and $50,000 per year for each of the calendar years from 2024 through 2029. On December 18, 2017, the Company and NantOmics executed Amendment No. 1 to the Second Amended Reseller Agreement. The Second Amended Reseller Agreement was amended to allow fee adjustments with respect to services completed by NantOmics between the amendment effective date of October 1, 2017 to June 30, 2018. On April 23, 2019, the Company and NantOmics executed Amendment No. 2 to the Second Amended Reseller Agreement. The Second Amended Reseller Agreement was amended to set a fixed fee with respect to services completed by NantOmics between the amendment effective date and the end of the Initial Term, December 31, 2020. As of September 30, 2019 and December 31, 2018 , the Company has $67 and $394 , respectively, of outstanding related party payables under the Second Amended Reseller Agreement. During the three and nine months ended September 30, 2019 , direct costs of $105 and $1,852 , respectively, were recorded as cost of revenue related to the Second Amended Reseller Agreement. During the three and nine months ended September 30, 2018 , direct costs of $1,401 and $3,663 , respectively, were recorded as cost of revenue related to the Second Amended Reseller Agreement. Cambridge Purchase Agreement On December 15, 2016, the Company entered into the Cambridge Purchase Agreement with Cambridge, an entity affiliated with the Company's Chairman and CEO, Dr. Patrick Soon-Shiong, to issue and sell $10,000 in aggregate principal amount of the Convertible Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Cambridge Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions (see Note 12). The accrued and unpaid interest on the Convertible Notes held by Cambridge was $162 and $24 at September 30, 2019 and December 31, 2018 , respectively, as part of current related party payables, net on the Consolidated Balance Sheets. Assignment of NantHealth Labs, Inc. (formerly Liquid Genomics, Inc.) On July 5, 2018 Liquid Genomics, Inc. filed a certificate of amendment to its certificate of incorporation with the secretary of state for Delaware to change its name to NantHealth Labs, Inc. ("NantHealth Labs"). On February 28, 2018, the Company acquired 100% of the equity of NantHealth Labs, a company that provides liquid biopsy analysis of gene expressions and mutations using cell-free RNA and DNA, pursuant to an assignment agreement dated February 1, 2018 between the Company and NantOmics, a related party. The purchase price for the acquisition consisted of 9,088,362 Series A-2 units of NantOmics previously owned by the Company that were transferred at the closing plus 564,779 of Series A-2 units of NantOmics owned by the Company that were transferred to NantOmics during May 2018. The Company and NantOmics are controlled by the Company's Chairman and CEO, therefore no gain or loss was recognized on the transaction. The difference in the purchase price and the historical cost of the assets and liabilities acquired was recorded as a distribution from equity at the assignment date. The transaction did not cause a material change in the reporting entity, and the Company has not retrospectively adjusted its previously issued financial statements. Amounts NantOmics Series A-2 shares transferred, or to be transferred, to NantOmics $ 8,956 Assets and liabilities of NantHealth Labs at assignment: Goodwill 1,305 Intangible asset 4,429 Other assets 251 Liabilities assumed (814 ) Net assets acquired at assignment 5,171 Recorded as distribution from additional paid-in capital $ 3,785 Liquid Tumor Profiling Services Agreements In March 2018, NantHealth Labs, a wholly-owned subsidiary of the Company, and NantKwest, Inc. ("NantKwest"), an affiliate, entered into agreements whereby NantHealth Labs is providing liquid tumor profiling services to NantKwest for clinical trials, on an annual, stand-ready, basis from the date of the first test of each participant, with revenues recognized ratably over time for the period of the stand-ready obligation. In June 2018, NantHealth Labs entered into similar agreements to provide liquid tumor profiling services to Altor BioScience ("Altor"), ImmunityBio, Inc. ("ImmunityBio", formerly NantCell, Inc.), and NantBioScience, Inc. ("NantBio"), all affiliates of the Company. Under these agreements, the Company recorded $43 and $459 of revenue during the three and nine months ended September 30, 2019 , respectively, and $211 and $393 of revenue during the three and nine months ended September 30, 2018 , respectively. As of September 30, 2019 , the Company has $250 of accounts receivable from related parties and $56 of deferred revenue due to these agreements. As of December 31, 2018 , the Company had $540 of accounts receivable from related parties and $375 of deferred revenue due to these agreements. Related Party Promissory Notes On January 4, 2016, the Company executed a $112,666 demand promissory note in favor of NantCapital to fund the acquisition of NaviNet. The note bears interest at a per annum rate of 5.0% , compounded annually and computed on the basis of the actual number of days elapsed and a year of 365 or 366 days, as the case may be. The unpaid principal and any accrued and unpaid interest on the note were originally due and payable on demand in either (i) cash, (ii) shares of the Company's common stock based on per share price of $18.6126 , (iii) Series A-2 units of NantOmics based on a per unit price of $1.484 to the extent such equity is owned by the Company or (iv) any combination of the foregoing, all at the option of NantCapital. Subject to the preceding sentence, the Company may prepay the outstanding amount at any time, either in whole or in part, without premium or penalty and without the prior consent of NantCapital. On May 9, 2016, the promissory note with NantCapital was amended to provide that all outstanding principal and accrued interest is due and payable on June 30, 2021, and not on demand. On December 15, 2016, in connection with the offering of the Convertible Notes, the Company entered into a Second Amended and Restated Promissory Note which amends and restates the Amended and Restated Promissory Note, dated May 9, 2016, between the Company and NantCapital, to, among other things, extend the maturity date of the Promissory Note to June 30, 2022 and to subordinate the Promissory Note in right of payment to the Convertible Notes (see Note 12). No other terms of the promissory note were changed. As of September 30, 2019 , and December 31, 2018 , the total principal and interest outstanding on the note amounted to $135,249 and $130,374 , respectively. The accrued and unpaid interest on the note was $22,583 and $17,708 , respectively, as of September 30, 2019 and December 31, 2018 , as part of noncurrent related party liabilities on the Consolidated Balance Sheets. The Company can request additional advances subject to NantCapital approval. The NantCapital Note bears interest at a per annum rate of 5.0% compounded annually and computed on the basis of the actual number of days in the year. NantCapital has the option, but not the obligation, to require us to repay any such amount in cash, Series A-2 units of NantOmics (based on a per unit price of $1.484 ) held by us, shares of the Company's common stock based on a per share price of $18.6126 (if such equity exists at the time of repayment), or any combination of the foregoing at the sole discretion of NantCapital. On January 22, 2016, the Company executed a demand promissory note in favor of NantOmics. The principal amount of the initial advance totaled $20,000 . On March 8, 2016, NantOmics made a second advance to the Company for $20,000 . The note bears interest at a per annum rate of 5.0% and is compounded annually. In May and June of 2016, the Company executed amendments to the demand promissory note with NantOmics, which provide that all unpaid principal of each advance owed to NantOmics and any accrued and unpaid interest would convert automatically into shares of the Company’s common stock after pricing of the Company’s IPO and immediately after conversion of the Company from a limited liability company to a corporation. On June 1, 2016, approximately $40,590 of principal and accrued interest under the promissory note with NantOmics was converted into 2,899,297 shares of the Company’s common stock in connection with the IPO. The Company can request additional advances subject to NantOmics approval, and as of September 30, 2019 , there was no outstanding balance on the promissory note. On August 8, 2018, the Company executed a promissory note in favor of NantCapital, with a maturity date of June 15, 2022. The note bears interest at a per annum rate of 9.75% and is compounded annually, with interest payments on outstanding amounts due on June 15 and December 15 of each calendar year. No advances have currently been made under the note. The note allows the Company to request advances, up to a maximum commitment of $100,000 . Advances can be requested of up to $10,000 per calendar quarter until March 31, 2019 and, following that, up to $20,000 per calendar quarter until December 31, 2020, after which no further advances can be requested. The promissory note is subordinated to the Convertible Notes (see Note 12). The promissory note includes customary negative covenants and a Performance to Plan - Adjusted EBITDA covenant, that stipulates, in order for the Company to draw on the promissory note, the profit measure, as defined in the agreement, may not negatively deviate from board approved financial plans by more than 25% . At September 30, 2019 , the Company was in compliance with the covenants. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 24, 2019, the Company received a notice from Nasdaq stating that it had regained compliance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) because its common stock maintained a minimum market value of publicly held shares ("MVPHS") of $15,000 for 10 consecutive trading days, from October 10, 2019 to October 23, 2019. This followed the notice dated June 24, 2019, stating that the Company was not in compliance the MVPHS Rule because its common stock failed to maintain a minimum MVPHS of $15,000 for 30 consecutive business days. On May 6, 2019, the Company received a notice from Nasdaq stating that it was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”) because its common stock failed to maintain a minimum closing bid price of $1.00 for 30 consecutive trading days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial period of 180 calendar days, or until November 4, 2019, to regain compliance with the Minimum Bid Price Rule. As the Company has not regained compliance with the Minimum Bid Price Rule within such time period, on November 6, 2019, the Company received a written notice from Nasdaq that the Company’s common stock would be delisted from the Nasdaq Global Select Market and suspended at the opening of business on November 15, 2019, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). In accordance with Nasdaq’s procedures, the Company has appealed Nasdaq’s determination and on November 7, 2019 requested a hearing before the Panel (the “Hearing”) to seek continued listing on the Nasdaq Global Select Market. This hearing request automatically stays Nasdaq’s suspension and delisting of the Company’s common stock pending the Panel’s decision. The Company expects the Hearing to be held within 45 days of the Company’s request for the Hearing, pursuant to the Nasdaq Listing Rules. At or prior to the Hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Bid Price Rule and request an extension of time so that the Board and management of the Company can effect a reverse stock split at a time that is in the best interests of the Company and its stockholders. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited Consolidated Financial Statements include the accounts of NantHealth and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and, in the opinion of management, include all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the Company's financial position and results of operations. In accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission ("SEC"), these Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended December 31, 2018 . The results of operations of the entities disposed of are included in the unaudited Consolidated Financial Statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. The accompanying Consolidated Balance Sheet as of December 31, 2018 has been derived from the audited Consolidated Financial Statements at that date, without retrospective application of ASC 842, Leases . Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. |
Use of Estimates | Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. |
Segment Reporting | Segment Reporting The chief operating decision maker for the Company is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, or plans for levels or components below the Consolidated unit level. Accordingly, management has determined that the Company operates in one reportable segment. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rate based on the information available at commencement date, or at January 1, 2019 for the Company's leases on transition to ASC 842, in determining the present value of future payments. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. For data center leases and real estate leases, the Company accounts for the lease and non-lease components as a single lease component. The Company treats data center leases with lease terms of less than one year as short-term leases and recognizes the lease expense straight-line over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements issued to nonemployees using the fair value approach prescribed by ASC 505-50, Equity-Based Payments to Non-Employees. Following the implementation of ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , the value of nonemployee stock-based compensation is recorded by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the nonemployee provides the services. |
Recently Adopted and Upcoming Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASC 842, which is aimed at making leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases previously accounted for as operating leases. This led to the recognition upon adoption, of operating lease liabilities of $12,703 , the short-term portion of which, $1,624 was recorded in accrued and other current liabilities. Operating lease right-of-use assets of $9,724 were recognized. The Company applied the new lease standard at the adoption date and did not restate comparative periods. There was no cumulative-effect adjustment recognized in accumulated deficit in the period of adoption. On adoption, the Company elected the package of transition practical expedients and therefore did not reassess: whether expired or existing contracts are or contain leases; the lease classification of expired or existing leases; initial direct costs for any existing leases (see Note 14). Effective January 1, 2019, the Company adopted ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to simplify accounting for non-employee stock-based compensation. The Company applied the new guidance to equity-classified nonemployee awards for which a measurement date had not been established, which were valued at adoption date fair value. There was no cumulative-effect adjustment to the Company's accumulated deficit. Effective January 1, 2019, the Company adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides the option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The Company adopted this standard on January 1, 2019 with no impact on the Consolidated Financial Statements. The SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification, effective for filings submitted on or after November 5, 2018. The guidance extended to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04 to disclose changes in shareholders' equity. Under the requirements in SEC Regulation S-X, Rules 8-03(a)(5) and 10-01(a)(7), as amended by this new guidance, registrants must now analyze changes in shareholders' equity, in the form of a reconciliation, for the current and comparative year-to-date interim periods, with subtotals for each interim period. The Company has presented separate Consolidated Statements of Stockholders' Equity (Deficit) to satisfy this new disclosure requirement. Upcoming Accounting Standard Pronouncements In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The standard provides guidance on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor, i.e. a service contract. Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This ASU will become effective for annual periods beginning January 1, 2020. Early adoption is permitted and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is still evaluating the impact of this ASU. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the accounting for goodwill impairment. This guidance, among other things, removes step 2 of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of ASU No. 2017-04, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in more or less impairment being recognized than under current guidance. This ASU will become effective for the Company's annual and interim goodwill impairment tests beginning in the first quarter of 2020, and early adoption is permitted. The Company is still evaluating the impact of this ASU. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which changes how companies measure credit losses on most financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. ASU No. 2016-13 is effective for fiscal periods beginning after December 15, 2019 and must be adopted as a cumulative effect adjustment to retained earnings. Early adoption is permitted. The Company is still evaluating the effects of this ASU. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not have, nor are believed by management to have, a material impact on the Company's present or future Consolidated Financial Statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Prepaid expenses $ 3,005 $ 1,485 Securities litigation insurance receivable 19,282 306 Other current assets 1,383 2,559 Prepaid expenses and other current assets $ 23,670 $ 4,350 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Payroll and related costs $ 6,949 $ 5,803 NaviNet acquisition accrued earnout — 1,700 Securities litigation expense payable 19,782 306 Operating lease liabilities 1,875 — Other accrued and other current liabilities 6,438 6,023 Accrued and other current liabilities $ 35,044 $ 13,832 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Computer equipment and software $ 13,950 $ 14,058 Furniture and equipment 2,755 3,732 Leasehold and building improvements 7,173 7,450 Construction in progress - PPE 627 — Property, plant, and equipment, excluding internal use software 24,505 25,240 Less: Accumulated depreciation and amortization (19,557 ) (17,884 ) Property, plant and equipment, excluding internal use software, net 4,948 7,356 Internal use software 32,283 31,565 Construction in progress - Internal use software 2,386 903 Less: Accumulated depreciation and amortization, internal use software (23,266 ) (16,846 ) Internal use software, net 11,403 15,622 Property, plant, and equipment, net $ 16,351 $ 22,978 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s definite-lived intangible assets as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Customer relationships $ 52,000 $ 52,000 Developed technologies 32,000 36,700 Trade name 3,000 3,000 87,000 91,700 Less: Accumulated amortization (32,955 ) (26,997 ) Intangible assets, net $ 54,045 $ 64,703 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of September 30, 2019 is as follows: Amounts Remainder of 2019 $ 2,197 2020 8,038 2021 8,038 2022 8,038 2023 3,467 2024 3,467 Thereafter 20,800 Total future intangible amortization expense $ 54,045 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company used the following summarized financial information for NantOmics for the three and nine months ended June 30, 2019 and 2018, to record its equity method losses for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 847 $ 1,265 $ 3,913 $ 4,231 Gross loss (1,239 ) (1,328 ) (2,573 ) (7,615 ) Loss from operations (4,436 ) (11,594 ) (17,541 ) (38,278 ) Impairment on equity investments — — (12,265 ) (19,976 ) Net loss (3,333 ) (10,444 ) (26,263 ) (54,482 ) Net loss attributable to NantOmics (3,296 ) (10,078 ) (26,005 ) (53,120 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The following table summarizes how the issuance of the Convertible Notes is reflected in the Company's Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . Related Party Others Total Balance as of September 30, 2019 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (1,264 ) (13,719 ) (14,983 ) Net carrying amount $ 8,736 $ 83,281 $ 92,017 Balance as of December 31, 2018 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (1,622 ) (17,567 ) (19,189 ) Net carrying amount $ 8,378 $ 79,433 $ 87,811 |
Schedule of Interest Expense | The following tables set forth the Company's interest expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 137 $ 1,334 $ 1,471 $ 411 $ 4,002 $ 4,413 Amortization of debt discounts 120 1,160 1,280 350 3,372 3,722 Amortization of deferred financing offering costs 3 163 166 9 476 485 Total convertible notes interest expense $ 260 $ 2,657 $ 2,917 $ 770 $ 7,850 $ 8,620 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 137 $ 1,334 $ 1,471 $ 411 $ 4,002 $ 4,413 Amortization of debt discounts 106 1,020 1,126 309 2,966 3,275 Amortization of deferred financing offering costs 3 144 147 8 419 427 Total convertible notes interest expense $ 246 $ 2,498 $ 2,744 $ 728 $ 7,387 $ 8,115 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 21,611 $ — $ — $ 21,611 December 31, 2018 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 16,947 $ — $ — $ 16,947 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables set forth a summary of changes in the fair value of Level 3 liabilities for the three and nine months ended September 30, 2019 : June 30, 2019 Additions Change in Fair Value September 30, 2019 Bookings Commitment $ 18,452 $ — $ 3,159 $ 21,611 December 31, 2018 Additions Change in Fair Value September 30, 2019 Bookings Commitment $ 16,947 $ — $ 4,664 $ 21,611 Fair Value of Convertible Notes held at amortized cost As of September 30, 2019 and December 31, 2018 , the fair value and carrying value of the Company's Convertible Notes were: Fair Value Carrying Value Face Value 5.5% convertible senior notes due December 15, 2021: Balance as of September 30, 2019 Related party $ 6,277 $ 8,736 $ 10,000 Others 60,885 83,281 97,000 $ 67,162 $ 92,017 $ 107,000 Balance as of December 31, 2018 Related party $ 5,879 $ 8,378 $ 10,000 Others 57,031 79,433 97,000 $ 62,910 $ 87,811 $ 107,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease, Cost | Lease expense, charged to selling, general and administrative expense, for the three and nine months ended September 30, 2019 consisted of: Three Months Ended Nine Months Ended September 30, 2019 2019 Operating lease cost $ 709 $ 2,056 Short-term lease cost 252 804 Variable cost 98 248 Sublease income (52 ) (156 ) Total lease cost $ 1,007 $ 2,952 Other information regarding the Company's leases: Three Months Ended September 30, Nine Months Ended September 30, 2019 2019 Operating cash flows for operating leases $ (772 ) $ (2,112 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,837 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 1,837 Weighted average remaining lease term - operating leases 6.0 years Weighted average discount rate - operating leases 11 % |
Operating Lease Maturities | Future minimum lease payments under the Company's operating leases at September 30, 2019 were: Maturity Analysis Amounts 2019 $ 793 2020 3,174 2021 3,025 2022 3,066 2023 3,107 Thereafter 4,994 Total future minimum lease payments 18,159 Less imputed interest (4,866 ) Total $ 13,293 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,875 Operating lease liabilities 11,418 $ 13,293 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table reflects the components of stock-based compensation expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Stock: Research and development $ — $ 28 $ — $ 79 Phantom units: Cost of revenue (3 ) 52 18 302 Selling, general and administrative 16 (484 ) 53 (69 ) Research and development 18 (13 ) 14 313 Total phantom units stock-based compensation expense 31 (445 ) 85 546 Stock options: Selling, general and administrative 75 — 90 — Restricted Stock Units: Cost of revenue 6 4 11 22 Selling, general and administrative 390 759 1,622 3,983 Research and development 24 27 41 175 Total restricted stock units stock-based compensation expense 420 790 1,674 4,180 Total stock-based compensation expense 526 373 1,849 4,805 Amount capitalized to internal-use software 14 149 105 410 Total stock-based compensation cost $ 540 $ 522 $ 1,954 $ 5,215 |
Schedule of Share-based Compensation, Activity | The following table summarizes the activity related to the unvested phantom units during the three and nine months ended September 30, 2019 : Number of Units Weighted- Average Grant Date Value Per Phantom Unit Unvested phantom units outstanding - December 31, 2018 588,852 $ 14.95 Vested (287,500 ) $ 15.79 Forfeited (17,500 ) $ 14.05 Unvested phantom units outstanding - March 31, 2019 283,852 $ 14.16 Vested (129,881 ) $ 14.10 Forfeited (19,773 ) $ 14.10 Unvested phantom units outstanding - June 30, 2019 134,198 $ 14.22 Vested (10,227 ) $ 15.84 Forfeited (2,727 ) $ 14.00 Unvested phantom units outstanding - September 30, 2019 121,244 $ 14.11 |
Activity related to unvested stock options | The following table summarizes the activity related to the unvested stock options during the three and nine months ended September 30, 2019 : Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2018 — $ — Stock options outstanding - March 31, 2019 — $ — Granted 905,724 $ 0.61 Stock options outstanding - June 30, 2019 905,724 $ 0.61 Granted 1,100,000 $ 0.55 Vested (137,500 ) $ 0.55 Stock options outstanding - September 30, 2019 1,868,224 $ 0.58 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activity related to the unvested restricted stock units during the three and nine months ended September 30, 2019 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2018 1,812,961 $ 2.74 Granted 60,000 $ 0.98 Vested (38,967 ) $ 1.65 Forfeited (43,812 ) $ 3.39 Unvested restricted stock units outstanding - March 31, 2019 1,790,182 $ 2.66 Vested (865,129 ) $ 2.70 Forfeited (129,530 ) $ 3.06 Unvested restricted stock units outstanding - June 30, 2019 795,523 $ 2.59 Forfeited (84,631 ) $ 1.79 Unvested restricted units outstanding - September 30, 2019 710,892 $ 2.69 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock and redeemable common stock for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 Common Stock Common Stock Common Stock Common Stock Net loss per share numerator: Net loss from continuing operations $ (16,374 ) $ (97,432 ) $ (50,895 ) $ (141,213 ) Net loss from discontinued operations (3 ) (32 ) (118 ) (1,817 ) Net loss for basic and diluted net loss per share $ (16,377 ) $ (97,464 ) $ (51,013 ) $ (143,030 ) Weighted-average shares for basic net loss per share 110,619,905 109,471,712 110,261,279 109,060,408 Effect of dilutive securities — — — — Weighted-average shares for dilutive net loss per share 110,619,905 109,471,712 110,261,279 109,060,408 Basic and diluted net loss per share from continuing operations $ (0.15 ) $ (0.89 ) $ (0.46 ) $ (1.29 ) Basic and diluted net loss per share from discontinued operations $ — $ — $ — $ (0.02 ) Basic and diluted total net loss per share $ (0.15 ) $ (0.89 ) $ (0.46 ) $ (1.31 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: September 30, 2019 2018 Unvested restricted stock 1 3,490 Unvested phantom units 121,244 601,352 Unvested restricted stock units 710,892 1,602,176 Unexercised stock options 1,868,224 — Convertible notes 8,815,655 8,815,655 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Business Acquisitions | Amounts NantOmics Series A-2 shares transferred, or to be transferred, to NantOmics $ 8,956 Assets and liabilities of NantHealth Labs at assignment: Goodwill 1,305 Intangible asset 4,429 Other assets 251 Liabilities assumed (814 ) Net assets acquired at assignment 5,171 Recorded as distribution from additional paid-in capital $ 3,785 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019USD ($)segment | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |||
Number of reportable segments | segment | 1 | ||
Operating lease liabilities | $ 13,293 | $ 12,703 | |
Operating lease liabilities | 1,875 | 1,624 | $ 0 |
Right-of-use asset | $ 10,353 | $ 9,724 | $ 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue recognized | $ 9,777 | $ 4,559 | $ 22,301 | $ 12,524 | |
Contract assets | 428 | 428 | $ 434 | ||
Capitalized contract cost | 1,601 | 1,601 | $ 1,163 | ||
Amortization of contract costs | $ 205 | $ 118 | $ 665 | $ 358 |
Revenue Recognition Performance
Revenue Recognition Performance Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Unfulfilled performance obligations | $ 12,066 |
Description of timing of performance obligations | expected to be fulfilled within three years |
Discontinued Operations and D_2
Discontinued Operations and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2019 | Dec. 30, 2017 | Aug. 25, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 18, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |||||
Bookings Commitment | $ (2,411) | $ 530 | |||||
Loss from sale of business | 582 | $ 0 | |||||
NantHealth, Inc.'s Provider/Patient Engagement Solutions Business | Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Shares received for sale of provider/patient engagement solutions business (shares) | 15,000,000 | ||||||
Common stock, par value (usd per share) | $ 0.0001 | ||||||
Cash consideration as an estimated working capital payment | $ 1,742 | ||||||
Deferred consideration related to working capital adjustments | $ 1,021 | ||||||
Accrued customer service obligations | $ 1,372 | ||||||
Payment of accrued liabilities by settlement agreement | $ 435 | ||||||
Amount committed to deliver of total bookings, minimum | $ 95,000 | ||||||
Period minimum dollar bookings to be delivered | 10 years | ||||||
Bookings commitments, percentage of shortfall that may be obligated | 70.00% | ||||||
Bookings commitment, commission percentage earned by NantHealth for each referral to Allscripts | 30.00% | ||||||
Home health care services | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of business | $ 300 | ||||||
Loss from sale of business | $ 582 | ||||||
Booking Commitment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Bookings Commitment | 16,947 | ||||||
Recurring basis | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Bookings Commitment | 21,611 | 16,947 | |||||
Significant unobservable inputs (Level 3) | Recurring basis | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Bookings Commitment | $ 21,611 | $ 16,947 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 158 | $ 163 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 202 | $ 496 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Other Current Assets And Other Current Liabilities [Abstract] | ||
Prepaid expenses | $ 3,005 | $ 1,485 |
Securities litigation insurance receivable | 19,282 | 306 |
Other current assets | 1,383 | 2,559 |
Prepaid expenses and other current assets | $ 23,670 | $ 4,350 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Other Current Assets And Other Current Liabilities [Abstract] | |||
Payroll and related costs | $ 6,949 | $ 5,803 | |
NaviNet acquisition accrued earnout | 0 | 1,700 | |
Securities litigation expense payable | 19,782 | 306 | |
Operating lease liabilities | 1,875 | $ 1,624 | 0 |
Other accrued and other current liabilities | 6,438 | 6,023 | |
Accrued and other current liabilities | $ 35,044 | $ 13,832 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, net | $ 16,351 | $ 16,351 | $ 22,978 | ||
Depreciation expense | 3,198 | $ 3,200 | 10,198 | $ 9,307 | |
Amount capitalized to internal use software | 1,011 | 2,140 | 2,907 | 5,484 | |
Property, plant, and equipment, excluding internal use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 24,505 | 24,505 | 25,240 | ||
Less: Accumulated depreciation and amortization | (19,557) | (19,557) | (17,884) | ||
Property, plant, and equipment, net | 4,948 | 4,948 | 7,356 | ||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 13,950 | 13,950 | 14,058 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 2,755 | 2,755 | 3,732 | ||
Leasehold and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 7,173 | 7,173 | 7,450 | ||
Construction in progress - PPE | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 627 | 627 | 0 | ||
Internal use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 32,283 | 32,283 | 31,565 | ||
Less: Accumulated depreciation and amortization | (23,266) | (23,266) | (16,846) | ||
Property, plant, and equipment, net | 11,403 | 11,403 | 15,622 | ||
Construction in progress - Internal use software | 2,386 | 2,386 | $ 903 | ||
Depreciation expense | $ 2,174 | $ 2,351 | $ 7,122 | $ 6,694 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 87,000 | $ 91,700 |
Less: Accumulated amortization | (32,955) | (26,997) |
Intangible assets, net | 54,045 | 64,703 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 52,000 | 52,000 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 32,000 | 36,700 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 3,000 | $ 3,000 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization expense | $ 2,197 | $ 2,287 | $ 6,681 | $ 6,861 | |||
Accumulated amortization of definite-lived intangible assets | 32,955 | 32,955 | $ 26,997 | ||||
Impairment of intangible assets | $ 0 | $ 3,977 | $ 0 | $ 3,977 | $ 0 | ||
Liquid Genomics | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Definite-lived intangible assets related to acquisition | $ 4,700 | ||||||
Accumulated amortization of definite-lived intangible assets | $ 271 | ||||||
Estimated lives of definite-lived intangible assets | 13 years |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2019 | $ 2,197 | |
2020 | 8,038 | |
2021 | 8,038 | |
2022 | 8,038 | |
2023 | 3,467 | |
Finite Lived Intangible Assets Amortization Expense Year Six | 3,467 | |
Thereafter | 20,800 | |
Intangible assets, net | $ 54,045 | $ 64,703 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | |||
Goodwill | $ 115,930 | $ 115,930 | |
Liquid Genomics | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,305 | ||
Goodwill related to the assignment of NantHealth Labs | $ 1,305 |
Investments - Narrative (Detail
Investments - Narrative (Details) | Feb. 28, 2018shares | Jun. 16, 2015USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | May 31, 2018shares | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)director | Sep. 30, 2018USD ($) | Dec. 31, 2015USD ($)shares |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Loss from related party equity method investment | $ 1,983,000 | $ 83,306,000 | $ 6,401,000 | $ 89,512,000 | ||||||
Impairment of equity securities | 0 | 1,750,000 | ||||||||
NantOmics | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of A-2 units purchased (in shares) | shares | 9,088,362 | 564,779 | 169,074,539 | |||||||
Aggregate purchase price | $ 250,774,000 | |||||||||
Ownership percentage | 13.58% | 14.28% | ||||||||
Difference between the carrying value and equity, intangible assets | $ 28,195,000 | |||||||||
Difference between the carrying value and equity, goodwill | $ 14,382,000 | |||||||||
Other than temporary impairment on equity method investment | $ 14,768,000 | 80,444,000 | ||||||||
Loss from related party equity method investment | $ 1,983,000 | $ 83,306,000 | $ 6,401,000 | $ 89,512,000 | ||||||
Variable Interest Entity, Not Primary Beneficiary | IOBS | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
IOBS investment | $ 1,750,000 | |||||||||
Number of shares acquired in IOBS | shares | 1,750,000 | |||||||||
Percentage of ownership in variable interest entity | 35.00% | |||||||||
Number of directors NantHealth has right to elect | director | 2 | |||||||||
Number of directors on IOBS board | director | 5 | |||||||||
Fair Value | Variable Interest Entity, Not Primary Beneficiary | IOBS | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
IOBS investment | $ 0 | |||||||||
Impairment of equity securities | $ 1,750,000 |
Investments - Summarized Financ
Investments - Summarized Financial Information (Details) - NantOmics - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 847 | $ 1,265 | $ 3,913 | $ 4,231 |
Gross loss | (1,239) | (1,328) | (2,573) | (7,615) |
Loss from operations | (4,436) | (11,594) | (17,541) | (38,278) |
Impairment on equity investments | 0 | 0 | (12,265) | (19,976) |
Net loss | (3,333) | (10,444) | (26,263) | (54,482) |
Net loss attributable to NantOmics | $ (3,296) | $ (10,078) | $ (26,005) | $ (53,120) |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | Dec. 21, 2016$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2019USD ($)Day | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Number of consecutive trading days trading price evaluated | 5 days | |||
Remaining life of convertible notes | 27 months | |||
Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Face value of debt | $ 107,000,000 | $ 107,000,000 | ||
Interest rate on debt | 5.50% | 5.50% | ||
Proceeds from issuance of convertible notes, net of offering costs | $ 102,714,000 | |||
Initial purchasers' discount and debt issuance costs | 4,286,000 | |||
Conversion rate of convertible debt | 82.3893 | |||
Conversion price of convertible debt (usd per share) | $ / shares | $ 12.14 | |||
Threshold of trading days | Day | 20 | |||
Threshold consecutive trading days | Day | 30 | |||
Threshold percentage of stock price trigger | 120.00% | |||
Business day period trading price evaluated | 5 days | |||
Threshold percentage of principal amount | 98.00% | |||
Percent of principal | 100.00% | |||
Period after conversion date to trigger interest make-whole feature | 3 years | |||
Total liability component of convertible notes on date of issuance | 83,079,000 | |||
Interest make-whole derivative on date of issuance | 1,499,000 | |||
Carrying value of convertible notes on date of issuance | 81,580,000 | $ 92,017,000 | $ 87,811,000 | |
Conversion option reported in equity as additional paid-in capital | 23,921,000 | |||
Purchasers' initial discount | 972,000 | |||
Deferred financing offering costs | 3,314,000 | |||
Effective interest rate | 12.82% | |||
Convertible debt | Initial Purchasers Agreement | ||||
Debt Instrument [Line Items] | ||||
Face value of debt | 90,000,000 | |||
Proceeds from issuance of convertible notes, net of offering costs | 92,797,000 | |||
Convertible debt | Cambridge Purchase Agreement | ||||
Debt Instrument [Line Items] | ||||
Face value of debt | 10,000,000 | |||
Proceeds from issuance of convertible notes, net of offering costs | 9,917,000 | |||
Convertible debt | Pursuant to the exercise of the overallotment by the Initial Purchasers | ||||
Debt Instrument [Line Items] | ||||
Face value of debt | $ 7,000,000 | |||
Measurement Input, Discount Rate | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Discount rate | 2.00% |
Convertible Notes - Summary of
Convertible Notes - Summary of Issuance of Convertible Debt (Details) - Convertible debt - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Gross proceeds | $ 107,000 | $ 107,000 | |
Unamortized debt discounts and deferred financing offering costs | (14,983) | (19,189) | |
Net carrying amount | 92,017 | 87,811 | $ 81,580 |
Related Party | |||
Debt Instrument [Line Items] | |||
Gross proceeds | 10,000 | 10,000 | |
Unamortized debt discounts and deferred financing offering costs | (1,264) | (1,622) | |
Net carrying amount | 8,736 | 8,378 | |
Others | |||
Debt Instrument [Line Items] | |||
Gross proceeds | 97,000 | 97,000 | |
Unamortized debt discounts and deferred financing offering costs | (13,719) | (17,567) | |
Net carrying amount | $ 83,281 | $ 79,433 |
Convertible Notes - Interest Ex
Convertible Notes - Interest Expense Incurred (Details) - Convertible debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | $ 1,471 | $ 1,471 | $ 4,413 | $ 4,413 |
Amortization of debt discounts | 1,280 | 1,126 | 3,722 | 3,275 |
Amortization of deferred financing offering costs | 166 | 147 | 485 | 427 |
Total convertible notes interest expense | 2,917 | 2,744 | 8,620 | 8,115 |
Related Party | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 137 | 137 | 411 | 411 |
Amortization of debt discounts | 120 | 106 | 350 | 309 |
Amortization of deferred financing offering costs | 3 | 3 | 9 | 8 |
Total convertible notes interest expense | 260 | 246 | 770 | 728 |
Others | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 1,334 | 1,334 | 4,002 | 4,002 |
Amortization of debt discounts | 1,160 | 1,020 | 3,372 | 2,966 |
Amortization of deferred financing offering costs | 163 | 144 | 476 | 419 |
Total convertible notes interest expense | $ 2,657 | $ 2,498 | $ 7,850 | $ 7,387 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Liabilities | |||
Bookings Commitment | $ (2,411) | $ 530 | |
Recurring basis | |||
Liabilities | |||
Bookings Commitment | 21,611 | $ 16,947 | |
Recurring basis | Quoted price in active markets for identical assets (Level 1) | |||
Liabilities | |||
Bookings Commitment | 0 | 0 | |
Recurring basis | Significant other observable inputs (Level 2) | |||
Liabilities | |||
Bookings Commitment | 0 | 0 | |
Recurring basis | Significant unobservable inputs (Level 3) | |||
Liabilities | |||
Bookings Commitment | $ 21,611 | $ 16,947 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost of debt range used for discounting | 15.00% | 17.00% |
Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost of debt range used for discounting | 17.00% | 20.00% |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of Level 3 Liabilities (Details) - Derivative liability - Others - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Interest make-whole derivative | $ 18,452 | $ 16,947 |
Additions | 0 | 0 |
Change in Fair Value | 3,159 | 4,664 |
Interest make-whole derivative | $ 21,611 | $ 21,611 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt (Details) - Convertible debt - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 21, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Face Value | $ 107,000,000 | $ 107,000,000 | ||
Interest rate on debt | 5.50% | 5.50% | ||
Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | 67,162,000 | 62,910,000 | ||
Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | 92,017,000 | 87,811,000 | ||
Related Party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Face Value | 10,000,000 | 10,000,000 | ||
Related Party | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | $ 6,277,000 | 5,879,000 | ||
Interest rate on debt | 5.50% | |||
Related Party | Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | $ 8,736,000 | 8,378,000 | ||
Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Face Value | 97,000,000 | 97,000,000 | ||
Others | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | 60,885,000 | 57,031,000 | ||
Others | Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | $ 83,281,000 | $ 79,433,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Renewal term | 5 years | ||
Term for option to terminate leases | 1 year | ||
Rental expense charged to selling, general and administrative expense | $ 841 | $ 3,217 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Original lease term | 1 year | ||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Original lease term | 11 years | ||
Remaining lease term | 10 years |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 709 | $ 2,056 |
Short-term lease cost | 252 | 804 |
Variable cost | 98 | 248 |
Sublease income | (52) | (156) |
Total lease cost | $ 1,007 | $ 2,952 |
Leases - Additional Operating L
Leases - Additional Operating Lease Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ (772) | $ (2,112) |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,837 |
Weighted average remaining lease term - operating leases | 5 years 11 months 27 days | 5 years 11 months 27 days |
Weighted average discount rate - operating leases | 11.00% | 11.00% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Analysis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2019 | $ 793 | ||
2020 | 3,174 | ||
2021 | 3,025 | ||
2022 | 3,066 | ||
2023 | 3,107 | ||
Thereafter | 4,994 | ||
Total future minimum lease payments | 18,159 | ||
Less imputed interest | (4,866) | ||
Total | 13,293 | $ 12,703 | |
Accrued and other current liabilities | 1,875 | $ 1,624 | $ 0 |
Operating lease liabilities | $ 11,418 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Oct. 23, 2019 | Mar. 09, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | ||||
Damages sought by Paypal in litigation | $ 2,349 | |||
Insurance settlement receivable related to securities litigation | $ 19,282 | $ 306 | ||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Settlement of securities litigation | $ 16,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Benefit from income taxes | $ 527 | $ 1,778 | $ 168 | $ 3,429 |
Effective tax rate | 3.12% | 1.79% | 0.33% | 2.37% |
U.S. federal statutory rate | 21.00% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) | 9 Months Ended | |
Sep. 30, 2019vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | ||
Common stock authorized (shares) | 750,000,000 | 750,000,000 |
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (shares) | 20,000,000 | |
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | |
Number of votes per unit held | vote | 1 | |
Preferred stock outstanding (in shares) | 0 | 0 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 526 | $ 373 | $ 1,849 | $ 4,805 |
Amount capitalized to internal-use software | 14 | 149 | 105 | 410 |
Total stock-based compensation cost | 540 | 522 | 1,954 | 5,215 |
Restricted Stock: | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 0 | 28 | 0 | 79 |
Phantom units: | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 31 | (445) | 85 | 546 |
Phantom units: | Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | (3) | 52 | 18 | 302 |
Phantom units: | Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 16 | (484) | 53 | (69) |
Phantom units: | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 18 | (13) | 14 | 313 |
Stock options | Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 75 | 0 | 90 | 0 |
Restricted Stock Units: | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 420 | 790 | 1,674 | 4,180 |
Restricted Stock Units: | Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 6 | 4 | 11 | 22 |
Restricted Stock Units: | Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 390 | 759 | 1,622 | 3,983 |
Restricted Stock Units: | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 24 | $ 27 | $ 41 | $ 175 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Jun. 01, 2016 | Jun. 30, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 03, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of restricted stock units unvested (in shares) | 121,244 | 121,244 | ||||||||||
Number of stock options issued (in shares) | 1,100,000 | 905,724 | ||||||||||
Stock compensation plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares as a result of conversion of units (in shares) | 28,973 | |||||||||||
Unvested restricted stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares as a result of conversion of units (in shares) | 10,462 | |||||||||||
Unvested phantom units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Units granted to employees of related companies for providing services (in shares) | 0 | 0 | 0 | 0 | ||||||||
Stock-based compensation expense expected to be recognized | $ 189 | $ 189 | ||||||||||
Period for recognition of compensation cost not yet recognized | 8 months | |||||||||||
Number of restricted stock units unvested (in shares) | 134,198 | 283,852 | 588,852 | |||||||||
Unvested phantom units | Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense expected to be recognized | 187 | $ 187 | ||||||||||
Period for recognition of compensation cost not yet recognized | 8 months | |||||||||||
Unvested phantom units | Nonemployee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense expected to be recognized | 2 | $ 2 | ||||||||||
Period for recognition of compensation cost not yet recognized | 7 months | |||||||||||
Stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Period for recognition of compensation cost not yet recognized | 25 months | |||||||||||
Unrecognized stock based compensation | $ 564 | $ 564 | ||||||||||
Restricted Stock Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of restricted stock units unvested (in shares) | 710,892 | 795,523 | 710,892 | 1,790,182 | 1,812,961 | |||||||
Unrecognized stock based compensation | $ 1,183 | $ 1,183 | ||||||||||
Weighted average term for recognition of compensation expense | 11 months | |||||||||||
Series C units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Units outstanding (in shares) | 3,470,254 | |||||||||||
Profits Interests Plan | Series C units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate units authorized for issuance (in shares) | 63,750,000 | |||||||||||
Phantom Unit Plan | Unvested phantom units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate units authorized for issuance (in shares) | 11,590,909 | |||||||||||
Number of shares available for grant | 121,244 | 121,244 | ||||||||||
Phantom Unit Plan in United States | Unvested phantom units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares of common stock issued for vested phantom units | 6,917 | 270,554 | ||||||||||
The 2016 Equity Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate units authorized for issuance (in shares) | 12,800,000 | 12,800,000 | ||||||||||
Number of additional shares authorized (in shares) | 6,800,000 | |||||||||||
The 2016 Equity Incentive Plan | Unvested restricted stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares as a result of conversion of units (in shares) | 10,462 | |||||||||||
The 2016 Equity Incentive Plan | Series C units | Unvested restricted stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of restricted stock units unvested (in shares) | 0 | 0 | 0 | |||||||||
UNITED STATES | Restricted Stock Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares of common stock issued for vested phantom units | 0 | 642,520 |
Stock-Based Compensation - Acti
Stock-Based Compensation - Activity of Phantom Units (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Number of Units | |||
Unvested units outstanding, ending balance (units) | 121,244 | ||
Unvested phantom units | |||
Number of Units | |||
Unvested units outstanding, beginning balance (units) | 134,198 | 283,852 | 588,852 |
Vested (in units) | (10,227) | (129,881) | (287,500) |
Forfeited (in units) | (2,727) | (19,773) | (17,500) |
Unvested units outstanding, ending balance (units) | 134,198 | 283,852 | |
Weighted- Average Grant Date Value Per Phantom Unit | |||
Unvested units outstanding, beginning balance (usd per unit) | $ 14.22 | $ 14.16 | $ 14.95 |
Vested (usd per unit) | 15.84 | 14.10 | 15.79 |
Forfeited (usd per unit) | 14 | 14.10 | 14.05 |
Unvested units outstanding, ending balance (usd per unit) | $ 14.11 | $ 14.22 | $ 14.16 |
Stock-Based Compensation Activi
Stock-Based Compensation Activity of Stock based Compensation Units (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Number of Shares | |||
Stock options outstanding, beginning balance (in shares) | 905,724 | 0 | 0 |
Granted (in shares) | 1,100,000 | 905,724 | |
Vested (in shares) | (137,500) | ||
Stock options outstanding, ending balance (in shares) | 1,868,224 | 905,724 | 0 |
Weighted-Average Exercise Price | |||
Stock options outstanding, beginning balance (in dollars per share) | $ 0.61 | $ 0 | $ 0 |
Stock options granted (in dollars per share) | 0.55 | 0.61 | |
Stock options vested (in dollars per share) | 0.55 | ||
Stock options outstanding, ending balance (in dollars per share) | $ 0.58 | $ 0.61 | $ 0 |
Stock-Based Compensation - Ac_2
Stock-Based Compensation - Activity of Restricted Stock Units (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Number of Units | |||
Unvested units outstanding, ending balance (units) | 121,244 | ||
Restricted Stock Units | |||
Number of Units | |||
Unvested units outstanding, beginning balance (units) | 795,523 | 1,790,182 | 1,812,961 |
Granted (in units) | 60,000 | ||
Vested (in units) | (865,129) | (38,967) | |
Forfeited (in units) | (84,631) | (129,530) | (43,812) |
Unvested units outstanding, ending balance (units) | 710,892 | 795,523 | 1,790,182 |
Weighted- Average Grant Date Value Per Phantom Unit | |||
Unvested units outstanding, beginning balance (usd per unit) | $ 2.59 | $ 2.66 | $ 2.74 |
Granted (in units) | 0.98 | ||
Vested (usd per unit) | 2.70 | 1.65 | |
Forfeited (usd per unit) | 1.79 | 3.06 | 3.39 |
Unvested units outstanding, ending balance (usd per unit) | $ 2.69 | $ 2.59 | $ 2.66 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliations of the Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net loss per share numerator: | ||||||||
Net loss from continuing operations | $ (16,374) | $ (97,432) | $ (50,895) | $ (141,213) | ||||
Net loss from discontinued operations | (3) | (32) | (118) | (1,817) | ||||
Net loss | $ (16,377) | $ (14,713) | $ (19,923) | $ (97,464) | $ (23,397) | $ (22,168) | $ (51,013) | $ (143,030) |
Weighted Average Number of Shares | ||||||||
Weighted-average shares for basic net loss per share (shares) | 110,619,905 | 109,471,712 | 110,261,279 | 109,060,408 | ||||
Effect of dilutive securities (shares) | 0 | 0 | 0 | 0 | ||||
Weighted-average shares for dilutive net loss per share (shares) | 110,619,905 | 109,471,712 | 110,261,279 | 109,060,408 | ||||
Basic and diluted net loss per share from continuing operations (usd per share) | $ (0.15) | $ (0.89) | $ (0.46) | $ (1.29) | ||||
Basic and diluted net loss per share from discontinued operations (usd per share) | 0 | 0 | 0 | (0.02) | ||||
Basic and diluted total net loss per share (usd per share) | $ (0.15) | $ (0.89) | $ (0.46) | $ (1.31) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 1 | 3,490 |
Unvested phantom units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 121,244 | 601,352 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 710,892 | 1,602,176 |
Unexercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 8,815,655 | 8,815,655 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Aug. 08, 2018USD ($) | Feb. 28, 2018shares | Jun. 01, 2016USD ($)shares | Mar. 08, 2016USD ($) | Jan. 22, 2016USD ($) | Jan. 04, 2016USD ($)$ / shares | Jun. 19, 2015USD ($)testterm | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | May 31, 2018shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 15, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Related party receivables | $ 2,076,000 | $ 2,076,000 | $ 2,618,000 | |||||||||||
Related party payables, net of receivables balances including related party liabilities | 26,354,000 | 26,354,000 | 22,499,000 | |||||||||||
Cost of revenue | 8,372,000 | $ 11,226,000 | 29,478,000 | $ 32,878,000 | ||||||||||
Related party promissory note | 112,666,000 | 112,666,000 | 112,666,000 | |||||||||||
Liquid Genomics | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of voting interest acquired | 100.00% | |||||||||||||
Number of shares issued in acquisition | shares | 9,088,362 | 564,779 | ||||||||||||
Convertible debt | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Face value of debt | 107,000,000 | 107,000,000 | 107,000,000 | |||||||||||
Reseller agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Term of agreement with related party | 5 years 6 months | |||||||||||||
Liquid Tumor Profiling Services Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party receivables | 250,000 | 250,000 | 540,000 | |||||||||||
Related party payables | 56,000 | 56,000 | 375,000 | |||||||||||
Revenue from related parties | 43,000 | 211,000 | 459,000 | 393,000 | ||||||||||
Affiliated Entity | Receivable from Ziosoft KK related to sale of Qi Imaging | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party receivables | 1,658,000 | 1,658,000 | ||||||||||||
Affiliated Entity | Cambridge Purchase Agreement | Convertible debt | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Face value of debt | $ 10,000,000 | |||||||||||||
Accrued and unpaid interest on convertible notes | 162,000 | 162,000 | 24,000 | |||||||||||
Affiliated Entity | Promissory Notes With NantCapital | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accrued and unpaid interest on convertible notes | 22,583,000 | 22,583,000 | 17,708,000 | |||||||||||
Related party promissory note | $ 112,666,000 | 135,249,000 | 135,249,000 | 130,374,000 | ||||||||||
Interest bearing on related promissory note | 5.00% | |||||||||||||
Per share price of stock shares to repay debt (usd per share) | $ / shares | $ 18.6126 | |||||||||||||
Per share price of shares to settle debt (usd per share) | $ / shares | $ 1.484 | |||||||||||||
Affiliated Entity | Promissory Note 9.75%, Due June 15, 2022 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party promissory note | $ 100,000,000 | |||||||||||||
Interest bearing on related promissory note | 9.75% | |||||||||||||
Maximum advances available through March 2019 | $ 10,000,000 | |||||||||||||
Maximum advances available after March 2019 until maturity | $ 20,000,000 | |||||||||||||
Percentage profit measure deviation allowed | 25.00% | |||||||||||||
Equity Method Investee | Reseller agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of renewals | term | 3 | |||||||||||||
Renewal term | 3 years | |||||||||||||
Number of tests to qualify for first renewal option | test | 300,000 | |||||||||||||
Number of tests to qualify for second renewal option | test | 570,000 | |||||||||||||
Number of tests to qualify for third renewal option | test | 760,000 | |||||||||||||
Renewal option if threshold unmet, nonexclusive, number of years | 3 years | |||||||||||||
Annual minimum fees, tier one | $ 2,000,000 | |||||||||||||
Annual minimum fees, tier two | 25,000,000 | |||||||||||||
Annual minimum fees, tier three | $ 50,000,000 | |||||||||||||
Related party payables | 67,000 | 67,000 | $ 394,000 | |||||||||||
Cost of revenue | 105,000 | 1,401,000 | 1,852,000 | 3,663,000 | ||||||||||
Equity Method Investee | Promissory Notes With NantOmics | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party promissory note | $ 20,000,000 | 0 | 0 | |||||||||||
Interest bearing on related promissory note | 5.00% | |||||||||||||
Additional advance on related party promissory note | $ 20,000,000 | |||||||||||||
Amount of principal and interest under promissory note converted to shares | $ 40,590,000 | |||||||||||||
Number of shares related party promissory note converted | shares | 2,899,297 | |||||||||||||
NantWorks | Affiliated Entity | Shared services agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Net selling, general, and administrative service expenses incurred related to services provided by related parties | $ 20,000 | $ 733,000 | $ 834,000 | $ 2,267,000 |
Related Party Transactions - Ac
Related Party Transactions - Acquisition of Liquid Genomics (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Assets and liabilities of NantHealth Labs at assignment: | ||||||
Goodwill | $ 115,930 | $ 115,930 | ||||
Recorded as distribution from additional paid-in capital | $ (20) | $ (536) | $ 3,785 | |||
Liquid Genomics | ||||||
Business Acquisition [Line Items] | ||||||
NantOmics Series A-2 shares transferred, or to be transferred, to NantOmics | $ 8,956 | |||||
Assets and liabilities of NantHealth Labs at assignment: | ||||||
Goodwill | 1,305 | |||||
Intangible asset | 4,429 | |||||
Other assets | 251 | |||||
Liabilities assumed | (814) | |||||
Net assets acquired at assignment | 5,171 | |||||
Recorded as distribution from additional paid-in capital | $ 3,785 |
Uncategorized Items - nh-201909
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,263,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,263,000 |