Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37792 | |
Entity Registrant Name | NantHealth, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3019889 | |
Entity Address, Address Line One | 3000 RDU Center Drive, Suite 200 | |
Entity Address, City or Town | Morrisville, | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560 | |
City Area Code | 855 | |
Local Phone Number | 949-6268 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,445,244 | |
Entity Central Index Key | 0001566469 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Former Address | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 9920 Jefferson Blvd. | |
Entity Address, City or Town | Culver City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90232 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 45,513 | $ 22,787 |
Accounts receivable, net | 4,504 | 3,273 |
Related party receivables, net | 1,516 | 1,031 |
Prepaid expenses and other current assets | 5,262 | 3,504 |
Total current assets | 56,795 | 30,595 |
Property, plant, and equipment, net | 12,875 | 13,102 |
Goodwill | 98,333 | 98,333 |
Intangible assets, net | 41,272 | 47,969 |
Related party receivable, net of current | 0 | 823 |
Operating lease right-of-use assets | 6,497 | 7,539 |
Other assets | 1,596 | 1,927 |
Total assets | 217,368 | 200,288 |
Current liabilities | ||
Accounts payable | 2,069 | 5,122 |
Accrued and other current liabilities | 14,380 | 13,975 |
Deferred revenue | 1,938 | 1,166 |
Related party payables, net | 5,136 | 4,238 |
Notes payable | 1,557 | 268 |
Related party convertible note, net | 4,995 | 9,411 |
Convertible notes, net | 4,488 | 90,578 |
Total current liabilities | 34,563 | 124,758 |
Deferred revenue, net of current | 1,682 | 393 |
Related party liabilities | 36,465 | 31,091 |
Related party promissory note | 112,666 | 112,666 |
Related party convertible note, net | 62,251 | 0 |
Convertible notes, net | 74,583 | 0 |
Deferred income taxes, net | 1,673 | 1,853 |
Operating lease liabilities | 6,878 | 8,170 |
Other liabilities | 33,398 | 32,757 |
Total liabilities | 364,159 | 311,688 |
Commitments and Contingencies (Note 14) | ||
Stockholders' deficit | ||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 115,307,744 and 111,284,733 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 12 | 11 |
Additional paid-in capital | 889,620 | 891,583 |
Accumulated deficit | (1,036,192) | (1,003,210) |
Accumulated other comprehensive loss | (231) | (168) |
Total NantHealth stockholders' deficit | (146,791) | (111,784) |
Noncontrolling interests | 0 | 384 |
Total stockholders' deficit | (146,791) | (111,400) |
Total liabilities and stockholders' deficit | $ 217,368 | $ 200,288 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 750,000,000 | 750,000,000 |
Common stock issued (in shares) | 115,307,744 | 111,284,733 |
Common stock outstanding (shares) | 115,307,744 | 111,284,733 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenue | |||||
Revenue | $ 14,359 | $ 18,765 | $ 46,618 | $ 54,530 | |
Cost of Revenue: | |||||
Total cost of revenue | 6,829 | 7,519 | 20,879 | 22,033 | |
Gross Profit | 7,530 | 11,246 | 25,739 | 32,497 | |
Operating Expenses | |||||
Selling, general and administrative | 12,969 | 12,442 | 37,309 | 36,864 | |
Research and development | 4,648 | 4,681 | 14,510 | 12,446 | |
Amortization of acquisition-related assets | 985 | 958 | 2,956 | 2,691 | |
Total operating expenses | 18,602 | 18,081 | 54,775 | 52,001 | |
Loss from operations | (11,072) | (6,835) | (29,036) | (19,504) | |
Interest expense, net | (3,572) | (4,861) | (10,943) | (14,291) | |
Other income (expense), net | 3,759 | 747 | (1,862) | (2,550) | |
Loss from related party equity method investment | 0 | 0 | 0 | (31,702) | [1] |
Loss from continuing operations before income taxes | (10,885) | (10,949) | (41,841) | (68,047) | |
Provision for income taxes | 23 | 77 | 21 | 174 | |
Net loss from continuing operations | (10,908) | (11,026) | (41,862) | (68,221) | |
Income (loss) from discontinued operations, net of tax attributable to NantHealth | 0 | (16) | 24 | 31,955 | |
Net loss | (10,908) | (11,042) | (41,838) | (36,266) | [1] |
Net loss attributable to non-controlling interests | (65) | (42) | (284) | (42) | |
Net loss attributable to NantHealth | $ (10,843) | $ (11,000) | $ (41,554) | $ (36,224) | |
Basic and diluted net (loss) income per share attributable to NantHealth: | |||||
Continuing operations - basic common stock (in US dollars per share) | $ (0.09) | $ (0.10) | $ (0.37) | $ (0.62) | |
Continuing operations - diluted common stock (in Us dollars per share) | (0.09) | (0.10) | (0.37) | (0.62) | |
Discontinued operations - basic common stock (in US dollars per share) | 0 | 0 | 0 | 0.29 | |
Discontinued operations - diluted common stock (in US dollars per share) | 0 | 0 | 0 | 0.29 | |
Total net (loss) income per share, basic - common stock (in US dollars per share) | (0.09) | (0.10) | (0.37) | (0.33) | |
Total net (loss) income per share, diluted - common stock (in Us dollars per share) | $ (0.09) | $ (0.10) | $ (0.37) | $ (0.33) | |
Weighted average shares outstanding | |||||
Weighted-average shares for diluted net loss per share (in shares) | 115,243,671 | 110,929,357 | 113,706,124 | 110,859,611 | |
Weighted-average shares for basic net loss per share (in shares) | 115,243,671 | 110,929,357 | 113,706,124 | 110,859,611 | |
Total software-related revenue | |||||
Revenue | |||||
Revenue | $ 14,342 | $ 18,716 | $ 46,598 | $ 54,358 | |
Cost of Revenue: | |||||
Total cost of revenue | 6,795 | 7,303 | 20,752 | 21,206 | |
Software-as-a-service related | |||||
Revenue | |||||
Revenue | 13,879 | 18,355 | 45,140 | 53,997 | |
Cost of Revenue: | |||||
Total cost of revenue | 5,244 | 5,935 | 16,223 | 17,552 | |
Maintenance | |||||
Revenue | |||||
Revenue | 406 | 299 | 1,201 | 299 | |
Cost of Revenue: | |||||
Total cost of revenue | 298 | 131 | 775 | 131 | |
Professional services | |||||
Revenue | |||||
Revenue | 57 | 62 | 257 | 62 | |
Cost of Revenue: | |||||
Total cost of revenue | 6 | 15 | 13 | 15 | |
Amortization of developed technologies | |||||
Cost of Revenue: | |||||
Total cost of revenue | 1,247 | 1,222 | 3,741 | 3,508 | |
Other | |||||
Revenue | |||||
Revenue | 17 | 49 | 20 | 172 | |
Cost of Revenue: | |||||
Total cost of revenue | $ 34 | $ 216 | $ 127 | $ 827 | |
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (10,908) | $ (11,042) | $ (41,838) | $ (36,266) | [1] |
Other comprehensive income (loss), net of tax | |||||
Foreign currency translation adjustments | (109) | 133 | (63) | (65) | |
Total other comprehensive income (loss) | (109) | 133 | (63) | (65) | |
Comprehensive loss | (11,017) | (10,909) | (41,901) | (36,331) | |
Less: Comprehensive loss attributable to non-controlling interests | (65) | (42) | (284) | (42) | |
Comprehensive loss attributable to NantHealth | $ (10,952) | $ (10,867) | $ (41,617) | $ (36,289) | |
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Total NantHealth Stockholders' Deficit | Total NantHealth Stockholders' DeficitModified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalModified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Accumulated Deficit | Accumulated DeficitModified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Accumulated Other Comprehensive Loss | Non-controlling Interests | |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 110,619,678 | |||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (57,136) | $ (57,136) | $ 11 | $ 889,955 | $ (946,884) | $ (218) | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 668 | 668 | 668 | |||||||||
Other comprehensive loss | (188) | (188) | (188) | |||||||||
Net loss | 23,065 | 23,065 | 23,065 | |||||||||
Balance at end of period (in shares) at Mar. 31, 2020 | 110,619,678 | |||||||||||
Balance at end of period at Mar. 31, 2020 | (33,591) | (33,591) | $ 11 | 890,623 | (923,819) | (406) | 0 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 110,619,678 | |||||||||||
Balance at beginning of period at Dec. 31, 2019 | (57,136) | (57,136) | $ 11 | 889,955 | (946,884) | (218) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive loss | (65) | |||||||||||
Net loss | [1] | (36,266) | ||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 111,214,133 | |||||||||||
Balance at end of period at Sep. 30, 2020 | (92,329) | (92,790) | $ 11 | 890,590 | (983,108) | (283) | 461 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 110,619,678 | |||||||||||
Balance at beginning of period at Mar. 31, 2020 | (33,591) | (33,591) | $ 11 | 890,623 | (923,819) | (406) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 408 | 408 | 408 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 309,679 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (739) | (739) | (739) | |||||||||
Other comprehensive loss | (10) | (10) | (10) | |||||||||
Net loss | (48,289) | (48,289) | (48,289) | |||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 110,929,357 | |||||||||||
Balance at end of period at Jun. 30, 2020 | (82,221) | (82,221) | $ 11 | 890,292 | (972,108) | (416) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 656 | 656 | 656 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 284,776 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 171 | 171 | 171 | |||||||||
Assignment of OpenNMS (Note 19) | (26) | (529) | (529) | 503 | ||||||||
Other comprehensive loss | 133 | 133 | 133 | |||||||||
Net loss | (11,042) | (11,000) | (11,000) | (42) | ||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 111,214,133 | |||||||||||
Balance at end of period at Sep. 30, 2020 | (92,329) | (92,790) | $ 11 | 890,590 | (983,108) | (283) | 461 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 111,284,733 | |||||||||||
Balance at beginning of period at Dec. 31, 2020 | (111,400) | $ (5,746) | (111,784) | $ (5,746) | $ 11 | 891,583 | $ (14,318) | (1,003,210) | $ 8,572 | (168) | 384 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 912 | 912 | 912 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 81,400 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 64 | 64 | 64 | |||||||||
Other comprehensive loss | 28 | 28 | 28 | |||||||||
Net loss | (15,499) | (15,408) | (15,408) | (91) | ||||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 111,366,133 | |||||||||||
Balance at end of period at Mar. 31, 2021 | (131,641) | (131,934) | $ 11 | 878,241 | (1,010,046) | (140) | 293 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 111,284,733 | |||||||||||
Balance at beginning of period at Dec. 31, 2020 | (111,400) | $ (5,746) | (111,784) | $ (5,746) | $ 11 | 891,583 | $ (14,318) | (1,003,210) | $ 8,572 | (168) | 384 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive loss | (63) | |||||||||||
Net loss | (41,838) | |||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 115,307,744 | |||||||||||
Balance at end of period at Sep. 30, 2021 | (146,791) | (146,791) | $ 12 | 889,620 | (1,036,192) | (231) | 0 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 111,366,133 | |||||||||||
Balance at beginning of period at Mar. 31, 2021 | (131,641) | (131,934) | $ 11 | 878,241 | (1,010,046) | (140) | 293 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 887 | 887 | 887 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 222,553 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 61 | 61 | 61 | |||||||||
Stock issued on Exchange of 2016 Notes (Shares) | 3,615,970 | |||||||||||
Stock issued on Exchange of 2016 Notes | 10,001 | 10,001 | $ 1 | 10,000 | ||||||||
Other comprehensive loss | 18 | 18 | 18 | |||||||||
Net loss | (15,431) | (15,303) | (15,303) | (128) | ||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 115,204,656 | |||||||||||
Balance at end of period at Jun. 30, 2021 | (136,105) | (136,270) | $ 12 | 889,189 | (1,025,349) | (122) | 165 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 830 | 830 | 830 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 103,088 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 57 | 57 | 57 | |||||||||
Purchase of non-controlling interest | (556) | (456) | (456) | (100) | ||||||||
Other comprehensive loss | (109) | (109) | (109) | |||||||||
Net loss | (10,908) | (10,843) | (10,843) | (65) | ||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 115,307,744 | |||||||||||
Balance at end of period at Sep. 30, 2021 | $ (146,791) | $ (146,791) | $ 12 | $ 889,620 | $ (1,036,192) | $ (231) | $ 0 | |||||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | |||
Cash flows from operating activities: | ||||
Net loss | $ (41,838) | $ (36,266) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain on sale of businesses | 0 | (32,211) | [1] | |
Depreciation and amortization | 11,601 | 12,602 | [1] | |
Amortization of debt discounts and deferred financing offering cost | 569 | 4,779 | [1] | |
Change in fair value of derivatives liability | (4) | 7 | [1] | |
Change in fair value of Bookings Commitment | 1,133 | 3,070 | [1] | |
Stock-based compensation | 2,540 | 1,684 | [1] | |
Deferred income taxes, net | (180) | (181) | [1] | |
Provision for bad debt expense | 91 | 118 | [1] | |
Loss on exchange and prepayment of 2016 Notes | 742 | 0 | [1] | |
Loss from related party equity method investment | 0 | 31,702 | [1] | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (1,322) | 3,879 | [1] | |
Inventories | 0 | (18) | [1] | |
Related party receivables, net | 338 | (258) | [1] | |
Prepaid expenses and other current assets | (935) | 14,493 | [1] | |
Accounts payable | (3,048) | (1,671) | [1] | |
Accrued and other current liabilities | (3) | (17,881) | [1] | |
Deferred revenue | 2,061 | (4,944) | [1] | |
Related party payables, net | 6,212 | 5,416 | [1] | |
Change in operating lease right-of-use assets and liabilities | (314) | (228) | [1] | |
Other assets and liabilities | (28) | (77) | [1] | |
Net cash used in operating activities | (22,385) | (15,985) | [1] | |
Cash flows from investing activities: | ||||
Net proceeds from sale of business | 0 | 46,401 | [1] | |
Assignment of OpenNMS, net of cash acquired (see Note 19) | 0 | (5,475) | ||
Purchases of property and equipment, including internal-use software | (4,116) | (4,281) | [1] | |
Purchase of non-controlling interest | (556) | 0 | [1] | |
Net cash (used in) provided by investing activities | (4,672) | 36,645 | [1] | |
Cash flows from financing activities: | ||||
Proceeds from insurance promissory note | 2,324 | 1,855 | [1] | |
Repayments of insurance promissory note and notes payable | (1,035) | (1,045) | [1] | |
Payment of deferred financing costs, related party | (277) | 0 | [1] | |
Payment of deferred financing costs | (451) | 0 | [1] | |
Proceeds from related party convertible notes | 62,500 | 0 | [1] | |
Proceeds from convertible notes | 75,000 | 0 | [1] | |
Payment of convertible notes | (87,500) | [1] | ||
Proceeds from exercises of stock options | 182 | 171 | [1] | |
Tax payments related to stock issued, net of stock withheld, for vested equity awards | 0 | (739) | [1] | |
Net cash provided by financing activities | 50,743 | 242 | [1] | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (17) | 2 | [1] | |
Net increase in cash, cash equivalents and restricted cash | 23,669 | 20,904 | [1] | |
Cash, cash equivalents and restricted cash, beginning of period | [2] | 24,162 | 6,379 | [1] |
Cash, cash equivalents and restricted cash, end of period | [2] | 47,831 | 27,283 | [1] |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 2,467 | 2,961 | [1] | |
Additional Cash Flow Elements [Abstract] | ||||
Common stock issued in exchange for 2016 Notes | $ 10,000 | $ 0 | [1] | |
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). | |||
[2] | Cash and cash equivalents included restricted cash of $2,318 and $1,375 at September 30, 2021 and September 30, 2020, respectively. Restricted cash is included in prepaid expenses and other current assets and other assets and consists of funds that are contractually restricted as to usage or withdrawal related to the Company's performance bond related to a contract with a customer, security deposits in the form of standby letters of credit for leased facilities, and funds previously held in an escrow account related to the sale of the Connected Care Business (see Note 4). No amounts have been drawn upon the letters of credit as of September 30, 2021. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Restricted Cash | $ 2,318 | $ 1,375 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
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 provides enterprise solutions that help businesses transform complex data into actionable insights. By offering efficient ways to move, interpret and visualize complex and highly sensitive information, NantHealth enables customers in healthcare, life sciences, logistics, telecommunications and other industries to automate, understand and act on data while keeping it secure and scalable. The Company markets certain of its solutions as a comprehensive integrated solution that includes its clinical decision support, payer engagement solutions, data analysis and network monitoring and management. The Company also markets its clinical decision support, payer engagement solutions, data analysis and network monitoring and management on a stand-alone basis. 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 February 3, 2020, the Company sold certain of its assets related to its Connected Care Business (see Note 4). The divestiture enables the Company to focus on its core competencies of clinical decision support, payer engagement and data analytics. On July 22, 2020, the Company acquired The OpenNMS Group, Inc. ("OpenNMS") pursuant to an assignment agreement with Cambridge Equities, L.P. ("Cambridge"), a related party (see Note 19). The Company intends to integrate OpenNMS with NantHealth’s software portfolio and service offerings, as well as expand the Company’s capabilities in cloud, SaaS, and AI technologies, providing customers with services to maintain reliable network connections for critical data flows that enable patient data collaboration and decision making at the point of care. At the same time, this transaction will allow the Company to expand penetration of OpenNMS services in the healthcare industry. As of September 30, 2021, the Company conducted the majority of its operations in the United States, Canada, and the United Kingdom. COVID-19 Pandemic In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a pandemic. In the same month, the President of the United States declared a State of National Emergency due to the COVID-19 pandemic. The COVID-19 pandemic has resulted in intermittent worldwide government restrictions on the movement of people, goods, and services resulting in increased volatility in and disruptions to global markets. To date, there has been no material adverse impact to the Company's business from the COVID-19 pandemic. Given the unprecedented and evolving nature of the pandemic, the future impact of these changes and potential changes on the Company and its contractors, consultants, customers, resellers and partners is unknown at this time. However, in light of the uncertainties regarding economic, business, social, health and geopolitical conditions, the Company’s revenues, earnings, liquidity, and cash flows could be adversely affected, whether on an annual or quarterly basis. Continued impacts of the COVID-19 pandemic could materially adversely affect the Company’s current and long-term accounts receivable collectability, as its negatively impacted customers from the pandemic may request temporary relief, delay, or not make scheduled payments. In addition, the deployment of the Company’s solutions may represent a large portion of its customers' investments in software technology. Decisions to make such an investment are impacted by the economic environment in which the customers operate. Uncertain global geopolitical, economic and health conditions and the lack of visibility or the lack of financial resources may cause some customers to reduce, postpone or terminate their investments, or to reduce or not renew ongoing paid services, adversely impacting the Company’s revenues or timing of revenue. Health conditions in some geographic areas where the Company’s customers operate could impact the economic situation of those areas. These conditions, including the COVID-19 pandemic, may present risks for health and limit the ability to travel for Company employees, which could further lengthen the Company’s sales cycle and delay revenue and cash flows in the near-term. 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, 2020. 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, 2020 has been derived from the audited Consolidated Financial Statements at that date. 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 and cash equivalents will be sufficient to fund operations through at least 12 months following the issuance date of the financial statements. The Company continues to have its 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. The Company may also consider selling off components of its 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 (“Nant Capital”) and its convertible notes, the sale of its common stock, and proceeds from the sale of components of its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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. Ac cordingly, management has determined that the Company operates in one reportable segment. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU') No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU No. 2020-06 is effective for fiscal periods beginning after December 15, 2023. The Company early adopted ASU 2020-06 on a modified retrospective basis on January 1, 2021. The cumulative effect of the adoption on accumulated deficit and additional paid-in capital was a decrease of $8,572 and $14,318, respectively, on January 1, 2021. Under the new guidance, the Company will record less noncash interest expense going forward as the cash conversion model that was previously applied is now eliminated. Upcoming Accounting Standard Pronouncements 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, 2022 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, 2021 | |
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 months ended September 30, 2021 and 2020, there were revenues of $213 and $2,089 recognized, respectively, that were included in the deferred revenue balance at the beginning of the period. During the nine months ended September 30, 2021 and 2020, there were revenues of $1,212 and $5,633 recognized, respectively, that were included in the deferred revenue balance at the beginning of the year. 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 $847 at September 30, 2021 and $1,321 at December 31, 2020. During the three months ended September 30, 2021 and 2020, the Company recorded amortization of $160 and $233, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded amortization of $474 and $701, respectively. Remaining Performance Obligations As of September 30, 2021, the Company has allocated a total transaction price of $3,771 to unfulfilled performance obligations that are expected to be fulfilled within 10 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, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Discontinued Operations and Divestitures Discontinued Operations Sale of Connected Care Business On January 13, 2020, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Masimo Corporation (“Masimo”), VCCB Holdings, Inc., a wholly owned subsidiary of Masimo (collectively with Masimo, the “Purchaser”), and, solely with respect to certain provisions of the Purchase Agreement, NantWorks, LLC, an affiliate of the Company. Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser certain of its assets related to its Connected Care business, including the products known as DCX (formerly DeviceConX), VCX (formerly VitalsConX), HBox and Shuttle Cable (collectively, the “Connected Care Business”). On February 3, 2020, the Company completed the sale of the Connected Care Business for $47,250 of cash consideration in exchange for assets primarily related to the Connected Care Business (as defined under the terms of the Purchase Agreement). The sale of the Connected Care Business qualified as a discontinued operation because it comprised operations and cash flows that could be distinguished, operationally and for financial reporting purposes, from the rest of the Company. The disposal of the Connected Care Business, which represented the Company's medical device interoperability solutions, represented a strategic shift in the Company’s operations as the sale enables the Company to focus on clinical decision support, payer engagement, and molecular analysis. The total gain on sale of the Connected Care Business consisted of the following: Cash received as consideration $ 47,250 Less: Costs to sell (849) Less: Carrying value of net assets sold (14,190) Gain on sale of the Connected Care Business $ 32,211 The operating results of the Company's discontinued operation were as follows: Three Months Ended Nine Months Ended 2020 2020 Major classes of line items constituting pretax income (loss) of discontinued operations Net revenue $ — $ 1,165 Cost of revenue — (467) Selling, general and administrative 1 (525) Research and development (18) (601) Other expense, net — (5) Pretax loss from discontinued operations related to major classes of pretax income (loss) (17) (433) Pretax gain on sale of the Connected Care Business — 32,211 Total pretax income (loss) from discontinued operations (17) 31,778 Benefit from income taxes (1) (217) Total gain (loss) from discontinued operations, net of tax $ (16) $ 31,995 The significant operating and investing cash and noncash items of the discontinued operation included on the Consolidated Statements of Cash Flows were as follows: Nine Months Ended 2020 Cash flows from operating activities: Depreciation and amortization $ 10 Gain on sale of the Connected Care Business 32,211 Cash flows from investing activities: Net proceeds from sale of the Connected Care Business $ 46,401 Purchases of property and equipment, including internal-use software 76 |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are included in the Consolidated Balance Sheets, net of the allowance for doubtful accounts. The allowance for doubtful accounts at September 30, 2021 and December 31, 2020 was $20 and $44, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [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, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Prepaid expenses $ 3,392 $ 2,268 Restricted cash 1,180 238 Other current assets 690 998 Prepaid expenses and other current assets $ 5,262 $ 3,504 Accrued and other current liabilities as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Accrued payroll and related costs $ 6,354 $ 7,247 Bookings commitment (see Note 12) 2,150 1,662 Accrued liabilities 1,532 1,455 Interest payable 1,507 289 Operating lease liabilities 1,841 1,900 Other accrued and other current liabilities 996 1,422 Accrued and other current liabilities $ 14,380 $ 13,975 |
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, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Prepaid expenses $ 3,392 $ 2,268 Restricted cash 1,180 238 Other current assets 690 998 Prepaid expenses and other current assets $ 5,262 $ 3,504 Accrued and other current liabilities as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Accrued payroll and related costs $ 6,354 $ 7,247 Bookings commitment (see Note 12) 2,150 1,662 Accrued liabilities 1,532 1,455 Interest payable 1,507 289 Operating lease liabilities 1,841 1,900 Other accrued and other current liabilities 996 1,422 Accrued and other current liabilities $ 14,380 $ 13,975 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Computer equipment and software $ 9,268 $ 12,332 Furniture and equipment 1,059 1,168 Leasehold improvements 3,806 4,282 Property, plant, and equipment, excluding internal-use software, gross 14,133 17,782 Less: Accumulated depreciation and amortization (10,359) (12,837) Property, plant and equipment, excluding internal-use software, net 3,774 4,945 Internal-use software 41,084 38,488 Construction in progress - Internal-use software 2,333 1,616 Less: Accumulated depreciation and amortization, internal-use software (34,316) (31,947) Internal-use software, net 9,101 8,157 Property, plant and equipment, net $ 12,875 $ 13,102 Depreciation and amortization expense from continuing operations was $1,504 and $4,430, respectively, for the three and nine months ended September 30, 2021, of which $1,012 and $3,023, respectively, related to internal-use software costs. Depreciation and amortization expense from continuing operations was $1,885 and $5,692, respectively, for the three and nine months ended September 30, 2020, of which $1,489 and $4,545, respectively, related to internal-use software costs. Amounts capitalized to internal-use software related to continuing operations for the three and nine months ended September 30, 2021 were $1,454 and $3,569, respectively. Amounts capitalized to internal-use software related to continuing operations for the three and nine months ended September 30, 2020 were $520 and $2,673, respectively. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The Company’s definite-lived intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Customer relationships $ 53,000 $ 53,000 Developed technologies 34,500 34,500 Trade name 3,300 3,300 Installed user base 1,400 1,400 Intangible assets, gross 92,200 92,200 Less: Accumulated amortization (50,928) (44,231) Intangible assets, net $ 41,272 $ 47,969 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 months ended September 30, 2021 and 2020 was $2,232 and $2,180, respectively. Amortization expense from continuing operations for the nine months ended September 30, 2021 and 2020 was $6,697 and $6,199, respectively. At July 22, 2020, the Company recorded $5,200 of definite-lived intangible assets and accumulated amortization of $647 related to the assignment of OpenNMS (see Note 19). These intangible assets are amortized over a period of 4 to 6 years. The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of September 30, 2021 is as follows: Amounts Remainder of 2021 $ 2,232 2022 8,930 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,867 Total future intangible amortization expense $ 41,272 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill as of both September 30, 2021 and December 31, 2020 was $98,333 , net of goodwill allocated to the discontinued operation of $18,623 during 2020. The goodwill allocated to the discontinued operation was based on the fair value of the Connected Care Business as a percentage of the total fair value of the Connected Care Business and the Company that remains after the sales transaction (see Note 4). On July 22, 2020, the Company rec ognized $1,026 of good will related to the assignment of OpenNMS (see Note 19). |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
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 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. 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 19). An additional 564,779 units were transferred by May 31, 2018. This reduced NantHealth's ownership of NantOmics to approximately 13.58%. 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 time of the 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. At June 30, 2020, the Company determined that an other-than-temporary-impairment of $28,227, the full remaining carrying value of the Company's investment in NantOmics, had occurred, through observation of Level 3 inputs predominantly attributed to (i) limited progress by NantOmics in completing revenue generating transactions for paid molecular analysis services for the research and pharmaceutical industries; (ii) limited progress in completing licensing transactions for proprietary molecular analysis technologies and/or intellectual property of NantOmics; and (iii) the Company's decision to shift future laboratory operations in-house related to the GPS Cancer and Omics Core products to better control the supply chain and CMS reimbursement process, which the Company expects to result in reduced fees to NantOmics. Pertaining to the Company's share of NantOmics' income or loss, amortization of basis differences, and other-than-temporary impairments, for the nine months ended September 30, 2020, the Company recognized a loss of $31,702. The Company did not recognize any income or losses during nine months ended September 30, 2021. The Company reports its share of NantOmics’ income or loss and the amortization of basis differences using a one quarter lag. As the Company's equity method investment in NantOmics was reduced to zero during the second quarter of 2020, the Company no longer applies the equity method as NantOmics continued to generate net losses. The Company used the following summarized financial information for NantOmics for the nine months ended June 30, 2020, to record its equity method losses for the nine months ended September 30, 2020: Nine Months Ended June 30, 2020 Revenues $ 349 Gross loss (1,641) Loss from operations (7,806) Net loss (2,618) Net loss attributable to NantOmics (2,559) |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 2016 5.5% Convertible Senior Notes ("2016 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 5.5% senior convertible notes due 2021 ("2016 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, an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Chairman and Chief Executive Officer, to issue and sell $10,000 in aggregate principal amount of the 2016 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 2016 Notes. The total net proceeds from this offering were approximately $102,714, comprised of $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 2016 Notes offering. On December 21, 2016, the Company entered into an indenture, relating to the issuance of the 2016 Notes (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The interest rates are fixed at 5.5% per year, payable semi-annually on June 15th and December 15th of each year, beginning on June 15, 2017. The 2016 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 2016 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 Nant Capital, to, among other things, extend the maturity date of the promissory note to June 15, 2022 and to subordinate such promissory note in right of payment to the 2016 Notes (see Note 19). The initial conversion rate of the 2016 Notes is 82.3893 shares of common stock per $1 principal amount of 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 Notes to be converted had such 2016 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 2016 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 accounted 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 was computed based on the fair value of a similar liability that does not include the conversion option. The liability component included both the value of the embedded interest make-whole derivative and the carrying value of the 2016 Notes. The equity component was computed based on the total debt proceeds less the fair value of the liability component. The equity component was also recorded as debt discount and amortized as interest expense over the expected term of the 2016 Notes. The liability component of the 2016 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 2016 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 2016 Notes will be classified as current liabilities and presented in current portion of 2016 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 2016 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 Company adopted ASU No. 2020-06 on January 1, 2021 through a modified retrospective method of transition, which eliminated the separation model for convertible debt with a cash conversion feature, resulting in less noncash interest expense going forward (see Note 2). The cumulative effect of the adoption on January 1, 2021 was a decrease of $5,746 to unamortized debt discount and deferred financing offering costs. Th e debt discounts and deferred financing offering costs on the 2016 Notes are being amortized to interest expense over the contractual terms of the 2016 Notes, using the effective interest method at an effective interest rate of 6.78%. On April 13, 2021, NantHealth entered into a transaction with Highbridge Capital Management, LLC and one of its affiliates (“Highbridge”) to exchange $5,000 principal amount of its $36,945 in existing 2016 Notes and with Cambridge to exchange $5,000 principal amount of its $10,000 in existing 2016 Notes for shares of the Company’s common stock pursuant to an exchange agreement dated as of April 13, 2021 (the “Exchange Agreement”). On April 13, 2021, in connection with the Exchange Agreement, the Company paid Cambridge $91 for accrued and unpaid interest and issued 1,689,189 shares of the Company’s common stock at $2.96 per share, representing the closing price of the Company’s common stock on April 13, 2021. The Company recorded a loss on exchange of the 2016 Notes with Cambridge and a decrease to unamortized debt discount and deferred financing offering costs of $18. On April 14, 2021, in connection with the Exchange Agreement, the Company paid Highbridge $92 for accrued and unpaid interest and issued 1,926,781 shares of the Company’s common stock at $2.595 per share, representing the closing price of the Company’s common stock on April 14, 2021. The Company recorded a loss on exchange of the 2016 Notes with Highbridge and a decrease to unamortized debt discount and deferred financing offering costs of $44. As of September 30, 2021, the remaining life of the 2016 Notes is approximately 2.5 months. 2021 4.5% Convertible Senior Notes ("2021 Notes") On April 13, 2021, the Company and its wholly owned subsidiary, NaviNet (the "Guarantor") entered into a note purchase agreement (the “Note Purchase Agreement”) with Highbridge and certain other buyers, including Nant Capital, LLC (“Nant Capital”) to issue and sell $137,500 in aggregate principal amount of its 4.5% convertible senior notes (the "2021 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 2021 Notes were issued on April 27, 2021. The total net proceeds from this offering were approximately $136,772, comprised of $62,223 from Nant Capital and $74,549 from Highbridge, after deducting the Highbridge’s debt issuance costs of $118 and $610 in debt issuance costs paid to third parties in connection with the 2021 Notes offering. The Company used part of the proceeds from the 2021 Notes issuance to repurchase the remaining $31,945 of principal amount of the 2016 Notes held by Highbridge (“Repurchased Notes”) and pay $644 of accrued and unpaid interest. The Company recorded a loss on repurchase of the 2016 Notes with Highbridge and a decrease to unamortized debt discount and deferred financing offering costs of $267. On April 27, 2021, in connection with the issuance of the 2021 Notes, the Company and Highbridge entered into a Resale Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, the Company was obligated to file a registration statement to register the resale of the shares of the Company’s equity stock issuable upon conversion of the 2021 Notes no later than May 27, 2021 and such registration statement shall be effective no later than July 26, 2021. The registration statement was filed timely. In connection with the issuance of the 2021 Notes and the amended and restated promissory notes, on April 27, 2021, the Company provided a notice of a fundamental change (as defined in the indenture governing the Company's 2016 Notes) and an offer to repurchase all the outstanding 2016 Notes. On May 25, 2021, the Company purchased $55,555 of the outstanding 2016 Notes ("Fundamental Change Repurchase") and paid $1,358 of accrued and unpaid interest thereon. The Company recorded a loss on repurchase of the 2016 Notes with other investors and a decrease to unamortized debt discount and deferred financing offering costs of $412. After the repurchase of the 2016 Notes, fundamental change repurchase, and exchanges on the 2016 Notes, $9,500 of unpaid principal remained outstanding, including $5,000 held by Cambridge and $4,500 held by Initial Purchasers. The remaining 2016 Notes have a maturity date of December 15, 2021. On April 27, 2021, the 2021 Notes were issued to the investors under an indenture (the “2021 Indenture”) dated April 27, 2021 entered into between the Company and U.S. Bank National Association (the “Trustee”). The interest rates are fixed at 4.5% per year, payable semi-annually on October 15th and April 15th of each year, beginning on October 15, 2021. The 2021 Notes will mature on April 15, 2026, unless earlier repurchased by the Company or converted pursuant to their terms. Th e deferred financing offering costs on the 2021 Notes are being amortized to interest expense over the contractual terms of the 2021 Notes, using the effective interest method at an effective interest rate of 4.61%. The initial conversion rate of the 2021 Notes is 259.8753 shares of common stock per $1 principal amount of 2021 Notes (which is equivalent to an initial conversion price of approximately $3.85 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events in accordance with the terms of the 2021 Indenture but will not be adjusted for accrued and unpaid interest. Holders of the 2021 Notes may convert all or a portion of their 2021 Notes, in multiples of $1 principal amount, at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the 2021 Notes will be settled in cash, shares of the Company's common stock or any combination thereof at the Company's option. As of September 30, 2021, the remaining life of the 2021 Notes is approximately 55 months. The 2021 Notes are the Company’s general unsecured obligations and are initially guaranteed on a senior unsecured basis by the Guarantor. The Company may not redeem the 2021 Notes prior to April 20, 2024. The Company may redeem for cash all or any portion of the 2021 Notes, at its option, on or after April 20, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus any accrued and unpaid special interest up to, but excluding, the redemption date. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire the 2021 Notes periodically. If the Company exercises this option to redeem the 2021 Notes owned by Highbridge and Highbridge is unable to convert such 2021 Notes as a result of the application of the beneficial ownership limitations, at the request of Highbridge, the Company shall convert such 2021 Notes into the number of shares of the Company’s Series 1 Preferred Stock equal to the number of shares that the 2021 Notes are convertible into pursuant to the Conversion Option (as defined in the 2021 Indenture) into common stock. Upon the occurrence of a fundamental change (as defined in the 2021 Indenture), holders may require the Company to purchase all or a portion of the 2021 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 2021 Notes to be purchased plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. For so long as at least $25,000 principal amount of the 2021 Notes are outstanding, the 2021 Indenture restricts the Company or any of its subsidiaries from creating, assuming, or incurring any indebtedness owing to any of the Company's affiliates (other than intercompany indebtedness between the Company and its subsidiaries and other than any of the Company's 5.5% Convertible Notes due in 2021 or the 4.50% Convertible Note due in 2026 held by the Company’s affiliates), or prepaying any such indebtedness, subject to certain exceptions, unless certain conditions described in the 2021 Indenture have been satisfied. See Note 14 Commitments and Contingencies for default provisions. The following tables set forth the interest expense from the Company's Convertible Notes that is included in the Consolidated Statements of Operations: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 772 $ 906 $ 1,678 $ 1,480 $ 3,488 $ 4,968 Amortization of debt discounts 4 4 8 17 117 134 Amortization of deferred financing offering costs 19 31 50 38 397 435 Total convertible notes interest expense $ 795 $ 941 $ 1,736 $ 1,535 $ 4,002 $ 5,537 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 138 $ 1,333 $ 1,471 $ 412 $ 4,001 $ 4,413 Amortization of debt discounts 135 1,318 1,453 393 3,834 4,227 Amortization of deferred financing offering costs 4 187 191 11 541 552 Total convertible notes interest expense $ 277 $ 2,838 $ 3,115 $ 816 $ 8,376 $ 9,192 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 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 $ 33,284 $ — $ — $ 33,284 December 31, 2020 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 $ 32,651 $ — $ — $ 32,651 Interest make-whole derivative 4 — — 4 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. Level 2 and 3 Inputs Bookings Commitment 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. 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 C ompany licensed certain software and agreed to sell certain hardware to Allscripts pursuant to a software license and supply agreement. The Company also agreed that Allscripts shall receive at least $500 per year in payments from bookings (the “Annual Minimum Commitment”). If the total payments received by Allscripts from bookings during such period are less than the Annual Minimum Commitment, the Company shall pay to Allscripts the difference between the Annual Minimum Commitment and the total amount received by Allscripts from bookings during such period. A s of September 30, 2021 and December 31, 2020, the accrued Annual Minimum Commitment was $1,700 and $1,200, respectively. 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. The Company values the Bookings Commitment, assumed upon the disposal of the provider/patient engagement solutions business, 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 10% and 11% at September 30, 2021 and between 10% and 11% at December 31, 2020. The change in fair value is recorded within other income (expense), 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. Management believes the assumptions used on projected financial information is reasonable, but those assumptions require judgment and are forward looking in nature. However, actual results may differ materially from those projections. The fair value of the Bookings Commitment is most sensitive to management's estimate of the discount rate applied to present value the liability. If the discount rate applied was 2% lower at September 30, 2021, the fair value of the liability would increase by $3,929. Convertible Note derivative liability In December 2016, the Company issued $107,000 in aggregate principal amount of 2016 Notes due December 15, 2021, of which $10,000 issued to a related party (see Note 11). The 2016 Notes include an interest make-whole feature whereby if a note holder converts any of the 2016 Notes one year after the last date of original issuance of the 2016 Notes, they are entitled, in addition to the other consideration payable or deliverable in connection with such conversion, to an interest make-whole payment equal to the sum of the present values of the scheduled payments, computed using a discount rate equal to 2.0%, of interest that would have been made on the 2016 Notes to be converted had such 2016 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 2016 Notes had not been so converted. 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 has determined that this feature is an embedded derivative. The fair value of the derivative liability includes the estimated volatility and risk-free rate. The higher/lower the estimated volatility, the higher/lower the value of the liability. The higher/lower the risk-free interest rate, the higher/lower 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 nine months ended September 30, 2021: December 31, 2020 Transfers in (out) Change in fair value recognized in earnings September 30, 2021 Liabilities Interest make-whole derivative - related party and others $ 4 $ — $ (4) $ — Bookings Commitment 32,651 — 633 33,284 $ 32,655 $ — $ 629 $ 33,284 Fair Value of Convertible Notes held at amortized cost As of September 30, 2021 and December 31, 2020, the fair value and carrying value of the Company's Convertible 2016 Notes and 2021 Notes were: Fair value Carrying value Face value 2016 Notes Balance as of September 30, 2021 Related party $ 5,003 $ 4,995 $ 5,000 Others 4,503 4,488 4,500 $ 9,506 $ 9,483 $ 9,500 Balance as of December 31, 2020 Related party $ 9,553 $ 9,411 $ 10,000 Others 92,660 90,578 97,000 $ 102,213 $ 99,989 $ 107,000 Fair value Carrying value Face value 2021 Notes Balance as of September 30, 2021 Related party $ 62,268 $ 62,251 $ 62,500 Others 74,721 74,583 75,000 $ 136,989 $ 136,834 $ 137,500 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. As of December 31, 2020, the carrying value of the 2016 Notes, represents only the carrying value of the debt component before the adoption of ASU 2020-06. The fair value of the 2016 Notes was determined by 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, 2021 | |
Leases [Abstract] | |
Leases | Leases Future minimum lease payments under the Company's operating leases at September 30, 2021 were: Maturity Analysis Amounts Remainder of 2021 $ 664 2022 2,676 2023 2,685 2024 2,530 2025 678 2026 609 Thereafter 1,087 Total future minimum lease payments 10,929 Less: imputed interest (2,210) Total $ 8,719 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,841 Operating lease liabilities 6,878 $ 8,719 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company's principal commitments consist of obligations under its outstanding debt obligations, noncancellable 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. Related Party Promissory Note On January 4, 2016, the Company executed a $112,666 demand promissory note in favor of Nant Capital to fund the acquisition of NaviNet ( see Note 19). On May 9, 2016 and December 15, 2016, the promissory note with Nant Capital was amended to provide that all outstanding principal and accrued interest is due and payable on June 15, 2022, and not on demand and the Company subordinated the promissory note in right of payment to the 2016 Notes (see Note 11). On April 27, 2021, in connection with the issuance of the 2021 Notes, the Company entered into a Third Amended and Restated Promissory Note to extend the maturity date of the promissory note to October 1, 2026 and to subordinate the promissory note in right of payment to the 2021 Notes. Indenture Obligations Under 2016 Notes and 2021 Notes On December 21, 2016, the Company entered into the Indenture relating to the issuance of the $107,000 2016 Notes, by and between the Company and U.S. Bank National Association the Trustee. The interest rates are fixed at 5.5% per year, payable semi-annually on June 15th and December 15th of each year, beginning on June 15, 2017. The 2016 Notes will mature on December 15, 2021, unless earlier repurchased by the Company or converted pursuant to their terms (see Note 11). On April 27, 2021, the Company and the Guarantor entered into an indenture (the “2021 Indenture”) by and among NantHealth, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Company issued the 2021 Notes. The 2021 Notes will bear interest at a rate of 4.5% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. The 2021 Notes will mature on April 15, 2026, unless earlier repurchased, redeemed or converted. The following events are considered “events of default” with respect to the 2021 Notes, which may result in the acceleration of the maturity of the 2021 Notes: (1) the Company defaults in any payment of interest on the 2021 Notes when due and payable and the default continues for a period of 30 days; (2) the Company defaults in the payment of principal on the 2021 Notes when due and payable at the stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise; (3) failure by the Company to comply with its obligation to convert the 2021 Notes in accordance with the 2021 Indenture upon exercise of a holder’s conversion right and such failure continues for a period of five business days; (4) failure by the Company to give a fundamental change notice or notice of a specified corporate transaction when due with respect to the 2021 Notes; (5) failure by the Company to comply with its obligations under the 2021 Indenture with respect to consolidation, merger and sale of assets of the Company; (6) failure by the Company to comply with any of its other agreements contained in the 2021 Notes or the 2021 Indenture, for a period 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the 2021 Notes then outstanding has been received; (7) default by the Company or any of its significant subsidiaries (as defined in the 2021 Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $17,500 (or its foreign currency equivalent) in the aggregate of the Company and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and, in the case of clauses (i) and (ii), such default is not rescinded or annulled or such failure to pay or default shall not have been cured or waived, such acceleration is not rescinded or such indebtedness is not discharged, as the case may be, within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% in aggregate principal amount of 2021 Notes then outstanding in accordance with the 2021 Indenture; or (8) certain events of bankruptcy, insolvency, or reorganization of the Company or any of its significant subsidiaries (as defined in the 2021 Indenture). If such an event of default, other than an event of default described in clause (8) above with respect to the Company, occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2021 Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2021 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest on the 2021 Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest on the 2021 Notes, if any, will be due and payable immediately. Unconditional Purchase Obligations In 2020, NantWorks entered into agreements with various vendors related to an enterprise resource planning (“ERP”) implementation project on behalf of its subsidiaries, including NantHealth. NantWorks bills the Company for its portion of these expenses through the Shared Services Agreement (see Note 19). As of September 30, 2021, the Company’s estimated unconditional purchase obligations total approximately $200 for the remainder of 2021, $600 in 2022, and $100 in 2023. During the nine months ended September 30, 2021, the Company made payments of approximately $344 fo r the amounts purchased related to the unconditional purchase obligations for the ERP implementation project. Regulatory Matters 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. 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 and Derivative 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. Patrick 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 21, 2019, the parties notified the Court that they had reached a settlement in principle to resolve the action on a class wide basis in the amount of $16,500, which was included in accrued and other current liabilities in the Consolidated Balance Sheet at December 31, 2019. The Court granted preliminary approval of the settlement on January 31, 2020. A hearing for final approval of the settlement was scheduled for June 15, 2020, but on June 5, 2020, the Court decided to take the final approval motion on submission, and on July 17, 2020, the Court directed Plaintiff’s counsel to submit evidence substantiating all costs incurred. The $16,500 settlement was paid into a settlement fund prior to the payment deadline of March 2, 2020. The majority of the settlement amount was funded by the Company’s insurance carriers, and a portion was funded by the Company. On September 10, 2020, the Court entered an order granting final approval of the settlement, and the order and the settlement are now final. 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. At a case management conference on December 3, 2019, the parties informed the court of the pending settlement of the federal class action in the Deora action. During a status conference on February 4, 2021, the Court scheduled a further status conference for April 7, 2021 and stated that if Plaintiff did not voluntarily dismiss the action, the Court would entertain a motion to dismiss in light of the finalization of the Deora settlement. Plaintiff filed an unopposed request for voluntarily dismissal on March 15, 2021. On March 22, 2021, the court issued an order granting plaintiff’s request and dismissing the action with prejudice. 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 the Deora action but asserted 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, waste of corporate assets, 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, which asserts claims for breach of fiduciary duty, waste of corporate assets (which Petersen subsequently withdrew), and unjust enrichment. On January 14, 2020, the court issued an order granting in part and denying in part the defendants’ motion to dismiss. The court dismissed all claims except one claim against Dr. Patrick Soon-Shiong for breach of fiduciary duty. Dr. Soon-Shiong and the Company filed answers to the amended complaint on March 30, 2020. Discovery commenced and the action remains pending. On June 29, 2021, the Court granted the Unopposed Motion to Substitute Lead Plaintiff, following Plaintiff Petersen’s sale of his NantHealth stock, and appointed Engleman as Lead Plaintiff 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. In November 2018, a putative shareholder derivative action captioned Manuel v. Soon-Shiong was filed in the U.S. District Court for the District of Delaware. The complaints contain allegations similar to those in the Deora action but also asserted 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 Company is named solely as a nominal defendant. On January 15, 2019, the Shen and Manuel actions were consolidated in a case captioned In re NantHealth, Inc. Stockholder Derivative Litigation. The parties agreed to stay the consolidated case pending a decision on defendants’ motion to dismiss in the derivative action in the Delaware Court of Chancery. The stay was lifted after the Delaware Court of Chancery's January 14, 2020 decision granting in part and denying in part the motion to dismiss. On October 5, 2020, an amended consolidated complaint was filed which brings claims only against Dr. Soon-Shiong for alleged violations of the federal securities laws and breach of fiduciary duty based on alleged misstatement or omissions in the Company’s 2017 and 2018 proxy statements and other public filings. On December 4, 2020, defendant moved to dismiss the amended complaint. On February 2, 2021, plaintiffs filed an answering brief in opposition to defendant’s motion to dismiss. On March 18, 2021, defendant filed a reply brief in further support of his motion to dismiss the amended complaint. On May 12, 2021, the court issued an order dismissing the amended complaint with prejudice. 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, 2021 and December 31, 2020 was $56 and $253, respectively, and is included in prepaid expenses and other current assets in the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the three and nine months ended September 30, 2021 from continuing operations was $23 and $21, respectively. The provision for income taxes for the three and nine months ended September 30, 2020 from continuing operations was $77 and $174, respectively. The tax provision for income taxes for the three and nine months ended September 30, 2021 and 2020 from continuing operations included an income tax (benefit) provision for the consolidated group based on an estimated annual effective tax rate. The effective tax rates for the three and nine months ended September 30, 2021 were a provision from continuing operations of 0.21% and 0.05%, respectively. The effective tax rates for the three and nine months ended September 30, 2020 were a provision from continuing operations of 0.70% and 0.26%, respectively. The effective tax rates for the nine months ended September 30, 2021 and 2020 differed from the U.S. federal statutory rates of 21% primarily as a result of a 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 has recently completed an IRS audit for the tax year 2016 with no adjustments. 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, 2015 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
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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, 2021 and December 31, 2020, 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, 2021, and December 31, 2020, there were no outstanding shares of preferred stock. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [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 2021 2020 2021 2020 Phantom units: Cost of revenue $ — $ — $ — $ 27 Selling, general and administrative — — — (23) Research and development — — — 36 Total phantom units stock-based compensation expense — — — 40 Stock options: Cost of revenue 48 27 132 55 Selling, general and administrative 578 483 1,846 947 Research and development 112 75 315 118 Total stock options stock-based compensation expense 738 585 2,293 1,120 Restricted stock units: Cost of revenue — — — 9 Selling, general and administrative 27 50 101 571 Research and development — — — 23 Total restricted stock units stock-based compensation expense 27 50 101 603 Related party share based payments Cost of revenue — — — — Selling, general and administrative 9 — 76 — Research and development 24 — 70 — Total related party share based payments 33 — 146 — Discontinued operations — — — (79) Total stock-based compensation expense 798 635 2,540 1,684 Amount capitalized to internal-use software 32 23 89 71 Total stock-based compensation cost $ 830 $ 658 $ 2,629 $ 1,755 2016 Equity Incentive Plan Stock Options The following table summarizes the activity related to stock options during the three and nine months ended September 30, 2021: Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2020 10,025,124 $ 2.19 Exercised (103,900) $ 0.55 Forfeited (242,500) $ 3.05 Stock options outstanding - March 31, 2021 9,678,724 $ 2.18 Granted 400,000 $ 2.65 Exercised (100,000) $ 0.55 Forfeited (330,000) $ 2.79 Stock options outstanding - June 30, 2021 9,648,724 $ 2.20 Granted 6,690,000 (1) $ 1.96 Exercised (240,588) $ 0.55 Forfeited (711,250) $ 2.90 Stock options outstanding - September 30, 2021 15,386,886 $ 2.09 Stock options exercisable - September 30, 2021 4,538,136 $ 1.41 (1) Includes 1,000,000 stock options issued to the Company's Chairman and CEO, Dr. Patrick Soon-Shiong on September 9, 2021. As of September 30, 2021, the Company had $15,473 of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 2.4 years. The Company settles all exercised stock options by issuing shares of the Company's common stock without netting down the portion related to payroll withholding tax obligations. Restricted Stock Units The following table summarizes the activity related to the unvested restricted stock units during the three and nine months ended September 30, 2021: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2020 253,308 $ 1.64 Vested (59,853) $ 1.81 Unvested restricted stock units outstanding - March 31, 2021 193,455 $ 1.59 Vested (58,750) $ 1.23 Forfeited (15,000) $ 1.23 Unvested restricted stock units outstanding - June 30, 2021 119,705 $ 1.81 Unvested restricted stock units outstanding - September 30, 2021 119,705 $ 1.81 As of September 30, 2021, the Company had $156 of unrecognized stock-based compensation expense related to restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.4 years. During the nine months ended September 30, 2021, the Company issued 118,603 shares 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, 2021 | |
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) income per share of common stock attributable to NantHealth for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss per share numerator: Net loss from continuing operations $ (10,908) $ (11,026) $ (41,862) $ (68,221) Net loss attributable to non-controlling interests (65) (42) (284) (42) Net loss from continuing operations attributable to NantHealth (10,843) (10,984) (41,578) (68,179) Income (loss) from discontinued operations attributable to NantHealth — (16) 24 31,955 Net loss attributable to NantHealth for basic and diluted net loss per share $ (10,843) $ (11,000) $ (41,554) $ (36,224) Weighted-average shares for basic and diluted net loss per share 115,243,671 110,929,357 113,706,124 110,859,611 Basic and diluted net (loss) income per share attributable to NantHealth: Continuing operations - common stock $ (0.09) $ (0.10) $ (0.37) $ (0.62) Discontinued operations - common stock $ — $ — $ — $ 0.29 Total net loss per share - common stock $ (0.09) $ (0.10) $ (0.37) $ (0.33) 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, 2021 2020 Unvested restricted stock units 119,705 253,306 Unexercised stock options 15,386,886 10,150,724 Convertible notes 36,515,552 8,815,655 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021, the Company recognized $393 and $806 of expenses, respectively, 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, 2020, the Company had income of $34 and incurred expenses of $56, respectively, 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, 2021 and December 31, 2020, the Company had related party receivables of $1,516 and $1,854 respectively, primarily consisting of a receivable from Ziosoft KK of $1,144 as of September 30, 2021 and $1,477 as of December 31, 2020, which was related to the sale of Qi Imaging. As of September 30, 2021 and December 31, 2020, the Company had related party payables and related party liabilities of $41,601 and $35,329, respectively, which primarily relate to interest payable on the $112,666 demand promissory note in favor of Nant Capital and amounts owed to NantWorks pursuant to the Shared Services Agreement. The balance of the related party receivables and payables represent amounts paid by affiliates on behalf of the Company or vice versa. Assignment of The OpenNMS Group, Inc. On July 22, 2020, the Company entered into an assignment agreement (the “Assignment Agreement”) with Cambridge to acquire approximately 91% of The OpenNMS Group, Inc. for $5,577 in cash. Contemporaneously with the closing of the Assignment Agreement, OpenNMS issued call options to the Company consisting of, when exercised, cash payment of $278 and issuance of 56,769 shares of the Company's common stock in exchange for the 9% of the shares of OpenNMS common stock held by the remaining shareholders. These call options expired unexercised on September 30, 2020. As the Company and Cambridge are controlled by the Company's Chairman and CEO, the acquisition was treated as a transaction between entities under common control. The Company recognized the assets and liabilities transferred under the Assignment Agreement at their carrying amounts on July 22, 2020 based on Cambridge's historical cost, including the effects of purchase accounting from the November 1, 2019 acquisition of OpenNMS by Cambridge. The transaction did not cause a material change in the reporting entity, and the Company has not retrospectively adjusted its previously issued financial statements. The intangible assets acquired are amortized over the weighted-average useful life of 5.9 years. These definite-lived intangible assets include developed technology of $2,500 (6-year useful life), installed user base of $1,400 (6-year useful life), customer relationship of $1,000 (6-year useful life), and trade name of $300 (4-year useful life). Amounts Total cash consideration $ 5,577 Assets and liabilities of OpenNMS at assignment: Cash and cash equivalents 102 Goodwill 1,026 Intangible asset, net 4,553 Other assets 1,097 Other liabilities assumed (1,227) Net assets acquired at assignment 5,551 Non-controlling interests (503) Recorded as distribution from additional paid-in capital $ 529 In August 2021, the Company purchased the remaining 9%, or 241,485 shares of outstanding OpenNMS common stock held by the remaining shareholders for $556 in cash. The Company recognized the difference between the $556 purchase price and the $100 carrying value of the non-controlling interest acquired as a reduction to additional paid in capital of $456. As of August 24, 2021, the Company owns 100% of the outstanding common stock of OpenNMS. 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’ molecular analysis 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 Amended 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 non-cancelable 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 was also required to pay annual minimum fees to from 2021 through 2029. These annual minimum fees are no longer applicable with the execution of Amendment No. 3 to the Second Amended Reseller Agreement. 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. On December 31, 2020, the Company and NantOmics executed Amendment No. 3 to the Second Amended Reseller Agreement to automatically renew at the end of December 2020 for a non-exclusive renewal term and to waive the annual minimum fee for the 2020 calendar year and calendar years 2021 through 2023. As of September 30, 2021 and December 31, 2020, the Company had $0 and $3, respectively, of outstanding related party payables under the Second Amended Reseller Agreement. During the three and nine months ended September 30, 2021, direct costs of $0 were recorded as cost of revenue related to the Second Amended Reseller Agreement. During the three and nine months ended September 30, 2020, direct costs of $3 and $48, 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 2016 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 11). On April 13, 2021, Cambridge agreed to exchange $5,000 of its $10,000 in Convertible Notes due 2021 in exchange for 1,689,189 shares of the Company’s common stock (see Note 11). The accrued and unpaid interest on the 2016 Notes was $81 an d $24 at September 30, 2021 and December 31, 2020, respectively, included as part of current related party payables, net in the Consolidated Balance Sheets. Nant Capital Purchase Agreement On April 13, 2021, the Company entered into a purchase agreement ("the Purchase Agreement") with Nant Capital and Highbridge to provide for the issuance of 4.5% convertible senior notes due on April 15, 2026 for an aggregate amount of $137,500 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. Nant Capital purchased $62,500 of the 2021 Notes. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions (see Note 11). The accrued and unpaid interest on the 2021 Notes are to be paid on April 15 and October 15 semiannually, commencing on October 15, 2021. The accrued and unpaid interest on the 2021 Notes to Nant Capital was $1,195 at September 30, 2021, included as part of current related party payables, net in the Consolidated Balance Sheets . 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"), NantCel l, Inc. ("NantCell"), and NantBioScience, Inc. ("NantBio"), all affiliates of the Company. During both the three and nine months ended September 30, 2021 and 2020, the Company did not record any revenue under these agreements. As of both September 30, 2021 and December 31, 2020, the Company had accounts receivable from related parties due to these agreements of $110. Related Party Promissory Notes On January 4, 2016, the Company executed a $112,666 demand promissory note in favor of Nant Capital 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 Nant Capital. 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 Nant Capital. On May 9, 2016, the promissory note with Nant Capital 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 2016 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 Nant Capital, to, among other things, extend the maturity date of the promissory note to June 15, 2022 and to subordinate the promissory note in right of payment to the 2016 Notes (see Note 11). No other terms of the promissory note were changed. On April 27, 2021, in connection with the issuance of the 2021 Notes, the Company entered into a Third Amended and Restated Promissory Note which amends and restates its promissory note, dated January 4, 2016, as amended on May 9, 2016, and on December 15, 2016, between the Company and Nant Capital, to, among other things, extend the maturity date of the promissory note to October 1, 2026 and to subordinate the promissory note in right of payment to the 2021 Notes. As of September 30, 2021 and December 31, 2020, the total principal and interest outstanding on the promissory note amounted to $149,131 and $143,756, respectively. The accrued and unpaid interest on the promissory note as of September 30, 2021 and December 31, 2020 was $36,465 and $31,090, respectively, included as part of noncurrent related party liabilities in the Consolidated Balance Sheets. Nant Capital has the option, but not the obligation, to require the Company to repay any such amount in cash, Series A-2 units of NantOmics (based on a per unit price $1.484) held by the Company, 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 Nant Capital. 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 amendments also provided a maturity date for the promissory note of June 30, 2021. The Company can request additional advances subject to NantOmics approval. There are no other stated restrictions or maximum commitment for advances. On April 26, 2021, in connection with the issuance of the 2021 Notes, the Company entered into an agreement with NantOmics which terminated its demand promissory note in favor of NantOmics, dated January 22, 2016, as amended during May and June of 2016. On August 8, 2018, the Company executed a promissory note in favor of Nant Capital, with a maturity date of June 15, 2022. On December 31, 2020, the Company and Nant Capital executed an agreement to amend and restate the original promissory note allowing the Company to request advances up to a maximum commitment of $125,000 that bears interest at a per annum rate of 5.5%, extended the maturity date to December 31, 2023, and created an option for the securitization of the debt under the promissory note upon full repayment of the 2016 Notes. Interest payments on outstanding amounts are due on December 15th of each calendar year. The promissory note is subordinated to the 2016 Notes (see Note 11). The promissory note includes customary negative covenants. No advances have currently been made under the note. On April 27, 2021, in connection with the issuance of the 2021 Notes, the Company and Nant Capital entered into a Second Amended and Restated Promissory Note which amends and restates its promissory note, dated August 8, 2018, as amended on December 31, 2020, between the Company and Nant Capital, to among other things, extend the maturity date of the promissory note to December 31, 2026 and to subordinate the Second Promissory Note in right of payment to the 2021 Notes. At September 30, 2021, the Company was in compliance with the covenants of both the 2016 Notes and the 2021 Notes. Related Party Share-based Payments On December 21, 2020, ImmunityBio, Inc. (formerly known as NantKwest, Inc.) ("ImmunityBio"), NantCell, and Nectarine Merger Sub, Inc., a wholly owned subsidiary of ImmunityBio, entered into an Agreement and Plan of Merger, which was completed on March 9, 2021 (the "Merger"). The newly merged entity is majority owned by entities controlled by Dr. Patrick Soon-Shiong, Chairman and Chief Executive Officer of the Company. On March 4, 2021, prior to the Merger, NantCell awarded restricted stock units to its employees and non-employees of the company and its affiliates, including certain NantHealth employees, which vests over defined service periods, subject to completion of a liquidity event. At the effective time of the Merger on March 9, 2021, the performance condition was met and each share of common stock of NantCell that was issued and outstanding immediately prior to the Merger was automatically converted into the right to receive as consideration newly issued common shares of ImmunityBio. The Company accounts for these awards as compensation cost at its estimated fair value over the vesting period with a corresponding credit to equity to reflect a capital contribution from, or on behalf of, the common controlling entity, to the extent that those services provided by its employees associated with these awards benefit NantHealth. The fair value is dependent on management's estimate of the benefit to NantHealth. The higher the estimate of benefit to the Company, the higher the fair value of compensation cost. The compensation cost attributed to NantHealth associated with these awards was $33 and $146 for the three and nine months ended September 30, 2021, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe 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, 2020. 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, 2020 has been derived from the audited Consolidated Financial Statements at that date. 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. Ac cordingly, management has determined that the Company operates in one reportable segment. |
Recently Adopted and Upcoming Accounting Standard Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU') No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU No. 2020-06 is effective for fiscal periods beginning after December 15, 2023. The Company early adopted ASU 2020-06 on a modified retrospective basis on January 1, 2021. The cumulative effect of the adoption on accumulated deficit and additional paid-in capital was a decrease of $8,572 and $14,318, respectively, on January 1, 2021. Under the new guidance, the Company will record less noncash interest expense going forward as the cash conversion model that was previously applied is now eliminated. Upcoming Accounting Standard Pronouncements 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, 2022 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. |
Discontinued Operations and D_2
Discontinued Operations and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedules of Discontinued Operations | The total gain on sale of the Connected Care Business consisted of the following: Cash received as consideration $ 47,250 Less: Costs to sell (849) Less: Carrying value of net assets sold (14,190) Gain on sale of the Connected Care Business $ 32,211 The operating results of the Company's discontinued operation were as follows: Three Months Ended Nine Months Ended 2020 2020 Major classes of line items constituting pretax income (loss) of discontinued operations Net revenue $ — $ 1,165 Cost of revenue — (467) Selling, general and administrative 1 (525) Research and development (18) (601) Other expense, net — (5) Pretax loss from discontinued operations related to major classes of pretax income (loss) (17) (433) Pretax gain on sale of the Connected Care Business — 32,211 Total pretax income (loss) from discontinued operations (17) 31,778 Benefit from income taxes (1) (217) Total gain (loss) from discontinued operations, net of tax $ (16) $ 31,995 The significant operating and investing cash and noncash items of the discontinued operation included on the Consolidated Statements of Cash Flows were as follows: Nine Months Ended 2020 Cash flows from operating activities: Depreciation and amortization $ 10 Gain on sale of the Connected Care Business 32,211 Cash flows from investing activities: Net proceeds from sale of the Connected Care Business $ 46,401 Purchases of property and equipment, including internal-use software 76 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Prepaid expenses $ 3,392 $ 2,268 Restricted cash 1,180 238 Other current assets 690 998 Prepaid expenses and other current assets $ 5,262 $ 3,504 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Accrued payroll and related costs $ 6,354 $ 7,247 Bookings commitment (see Note 12) 2,150 1,662 Accrued liabilities 1,532 1,455 Interest payable 1,507 289 Operating lease liabilities 1,841 1,900 Other accrued and other current liabilities 996 1,422 Accrued and other current liabilities $ 14,380 $ 13,975 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Computer equipment and software $ 9,268 $ 12,332 Furniture and equipment 1,059 1,168 Leasehold improvements 3,806 4,282 Property, plant, and equipment, excluding internal-use software, gross 14,133 17,782 Less: Accumulated depreciation and amortization (10,359) (12,837) Property, plant and equipment, excluding internal-use software, net 3,774 4,945 Internal-use software 41,084 38,488 Construction in progress - Internal-use software 2,333 1,616 Less: Accumulated depreciation and amortization, internal-use software (34,316) (31,947) Internal-use software, net 9,101 8,157 Property, plant and equipment, net $ 12,875 $ 13,102 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s definite-lived intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Customer relationships $ 53,000 $ 53,000 Developed technologies 34,500 34,500 Trade name 3,300 3,300 Installed user base 1,400 1,400 Intangible assets, gross 92,200 92,200 Less: Accumulated amortization (50,928) (44,231) Intangible assets, net $ 41,272 $ 47,969 |
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, 2021 is as follows: Amounts Remainder of 2021 $ 2,232 2022 8,930 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,867 Total future intangible amortization expense $ 41,272 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company used the following summarized financial information for NantOmics for the nine months ended June 30, 2020, to record its equity method losses for the nine months ended September 30, 2020: Nine Months Ended June 30, 2020 Revenues $ 349 Gross loss (1,641) Loss from operations (7,806) Net loss (2,618) Net loss attributable to NantOmics (2,559) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | The following tables set forth the interest expense from the Company's Convertible Notes that is included in the Consolidated Statements of Operations: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 772 $ 906 $ 1,678 $ 1,480 $ 3,488 $ 4,968 Amortization of debt discounts 4 4 8 17 117 134 Amortization of deferred financing offering costs 19 31 50 38 397 435 Total convertible notes interest expense $ 795 $ 941 $ 1,736 $ 1,535 $ 4,002 $ 5,537 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 138 $ 1,333 $ 1,471 $ 412 $ 4,001 $ 4,413 Amortization of debt discounts 135 1,318 1,453 393 3,834 4,227 Amortization of deferred financing offering costs 4 187 191 11 541 552 Total convertible notes interest expense $ 277 $ 2,838 $ 3,115 $ 816 $ 8,376 $ 9,192 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 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 $ 33,284 $ — $ — $ 33,284 December 31, 2020 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 $ 32,651 $ — $ — $ 32,651 Interest make-whole derivative 4 — — 4 |
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 nine months ended September 30, 2021: December 31, 2020 Transfers in (out) Change in fair value recognized in earnings September 30, 2021 Liabilities Interest make-whole derivative - related party and others $ 4 $ — $ (4) $ — Bookings Commitment 32,651 — 633 33,284 $ 32,655 $ — $ 629 $ 33,284 Fair Value of Convertible Notes held at amortized cost As of September 30, 2021 and December 31, 2020, the fair value and carrying value of the Company's Convertible 2016 Notes and 2021 Notes were: Fair value Carrying value Face value 2016 Notes Balance as of September 30, 2021 Related party $ 5,003 $ 4,995 $ 5,000 Others 4,503 4,488 4,500 $ 9,506 $ 9,483 $ 9,500 Balance as of December 31, 2020 Related party $ 9,553 $ 9,411 $ 10,000 Others 92,660 90,578 97,000 $ 102,213 $ 99,989 $ 107,000 Fair value Carrying value Face value 2021 Notes Balance as of September 30, 2021 Related party $ 62,268 $ 62,251 $ 62,500 Others 74,721 74,583 75,000 $ 136,989 $ 136,834 $ 137,500 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Operating Lease Maturities | Future minimum lease payments under the Company's operating leases at September 30, 2021 were: Maturity Analysis Amounts Remainder of 2021 $ 664 2022 2,676 2023 2,685 2024 2,530 2025 678 2026 609 Thereafter 1,087 Total future minimum lease payments 10,929 Less: imputed interest (2,210) Total $ 8,719 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,841 Operating lease liabilities 6,878 $ 8,719 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [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 2021 2020 2021 2020 Phantom units: Cost of revenue $ — $ — $ — $ 27 Selling, general and administrative — — — (23) Research and development — — — 36 Total phantom units stock-based compensation expense — — — 40 Stock options: Cost of revenue 48 27 132 55 Selling, general and administrative 578 483 1,846 947 Research and development 112 75 315 118 Total stock options stock-based compensation expense 738 585 2,293 1,120 Restricted stock units: Cost of revenue — — — 9 Selling, general and administrative 27 50 101 571 Research and development — — — 23 Total restricted stock units stock-based compensation expense 27 50 101 603 Related party share based payments Cost of revenue — — — — Selling, general and administrative 9 — 76 — Research and development 24 — 70 — Total related party share based payments 33 — 146 — Discontinued operations — — — (79) Total stock-based compensation expense 798 635 2,540 1,684 Amount capitalized to internal-use software 32 23 89 71 Total stock-based compensation cost $ 830 $ 658 $ 2,629 $ 1,755 |
Activity related to unvested stock options | The following table summarizes the activity related to stock options during the three and nine months ended September 30, 2021: Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2020 10,025,124 $ 2.19 Exercised (103,900) $ 0.55 Forfeited (242,500) $ 3.05 Stock options outstanding - March 31, 2021 9,678,724 $ 2.18 Granted 400,000 $ 2.65 Exercised (100,000) $ 0.55 Forfeited (330,000) $ 2.79 Stock options outstanding - June 30, 2021 9,648,724 $ 2.20 Granted 6,690,000 (1) $ 1.96 Exercised (240,588) $ 0.55 Forfeited (711,250) $ 2.90 Stock options outstanding - September 30, 2021 15,386,886 $ 2.09 Stock options exercisable - September 30, 2021 4,538,136 $ 1.41 |
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, 2021: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2020 253,308 $ 1.64 Vested (59,853) $ 1.81 Unvested restricted stock units outstanding - March 31, 2021 193,455 $ 1.59 Vested (58,750) $ 1.23 Forfeited (15,000) $ 1.23 Unvested restricted stock units outstanding - June 30, 2021 119,705 $ 1.81 Unvested restricted stock units outstanding - September 30, 2021 119,705 $ 1.81 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) income per share of common stock attributable to NantHealth for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss per share numerator: Net loss from continuing operations $ (10,908) $ (11,026) $ (41,862) $ (68,221) Net loss attributable to non-controlling interests (65) (42) (284) (42) Net loss from continuing operations attributable to NantHealth (10,843) (10,984) (41,578) (68,179) Income (loss) from discontinued operations attributable to NantHealth — (16) 24 31,955 Net loss attributable to NantHealth for basic and diluted net loss per share $ (10,843) $ (11,000) $ (41,554) $ (36,224) Weighted-average shares for basic and diluted net loss per share 115,243,671 110,929,357 113,706,124 110,859,611 Basic and diluted net (loss) income per share attributable to NantHealth: Continuing operations - common stock $ (0.09) $ (0.10) $ (0.37) $ (0.62) Discontinued operations - common stock $ — $ — $ — $ 0.29 Total net loss per share - common stock $ (0.09) $ (0.10) $ (0.37) $ (0.33) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | September 30, 2021 2020 Unvested restricted stock units 119,705 253,306 Unexercised stock options 15,386,886 10,150,724 Convertible notes 36,515,552 8,815,655 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Assignment of OpenNMS | Amounts Total cash consideration $ 5,577 Assets and liabilities of OpenNMS at assignment: Cash and cash equivalents 102 Goodwill 1,026 Intangible asset, net 4,553 Other assets 1,097 Other liabilities assumed (1,227) Net assets acquired at assignment 5,551 Non-controlling interests (503) Recorded as distribution from additional paid-in capital $ 529 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Narrative (Details) $ in Thousands | 9 Months Ended | |||||||
Sep. 30, 2021USD ($)activitysegment | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Number of business activities | activity | 1 | |||||||
Number of reportable segments | segment | 1 | |||||||
Cumulative effect of accounting standard | $ (146,791) | $ (136,105) | $ (131,641) | $ (111,400) | $ (92,329) | $ (82,221) | $ (33,591) | $ (57,136) |
Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | (1,036,192) | (1,025,349) | (1,010,046) | (1,003,210) | (983,108) | (972,108) | (923,819) | (946,884) |
Additional Paid-In Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | $ 889,620 | $ 889,189 | $ 878,241 | 891,583 | $ 890,590 | $ 890,292 | $ 890,623 | $ 889,955 |
Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | (5,746) | |||||||
Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | 8,572 | |||||||
Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Accumulated Deficit | Accounting Standard Updated 2020-06 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | 8,572 | |||||||
Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Additional Paid-In Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | (14,318) | |||||||
Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | Additional Paid-In Capital | Accounting Standard Updated 2020-06 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect of accounting standard | $ (14,318) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue recognized | $ 213 | $ 2,089 | $ 1,212 | $ 5,633 | |
Capitalized contract cost | 847 | 847 | $ 1,321 | ||
Amortization of contract costs | $ 160 | $ 233 | $ 474 | $ 701 |
Revenue Recognition Performance
Revenue Recognition Performance Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Unfulfilled performance obligations | $ 3,771 |
Description of timing of performance obligations | unfulfilled performance obligations that are expected to be fulfilled within 10 years. |
Discontinued Operations and D_3
Discontinued Operations and Divestitures - Narrative (Details) $ in Thousands | Feb. 03, 2020USD ($) |
Connected Care Business | Discontinued Operations, Disposed of by Sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash received as consideration | $ 47,250 |
Discontinued Operations and D_4
Discontinued Operations and Divestitures - Schedule of Gain on Sale of Connected Care Business (Details) - Connected Care Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Feb. 03, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash received as consideration | $ 47,250 | |||
Less: Costs to sell | (849) | |||
Less: Carrying value of net assets sold | $ (14,190) | |||
Gain on sale of the Connected Care Business | $ 0 | $ 32,211 | $ 32,211 |
Discontinued Operations and D_5
Discontinued Operations and Divestitures - Schedule of Operating Results of Discontinued Operations (Details) - Connected Care Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net revenue | $ 0 | $ 1,165 | |
Cost of revenue | 0 | (467) | |
Selling, general and administrative | 1 | (525) | |
Research and development | (18) | (601) | |
Other expense, net | 0 | (5) | |
Pretax loss from discontinued operations related to major classes of pretax income (loss) | (17) | (433) | |
Pretax gain on sale of the Connected Care Business | 0 | $ 32,211 | 32,211 |
Total pretax income (loss) from discontinued operations | (17) | 31,778 | |
Benefit from income taxes | (1) | (217) | |
Total gain (loss) from discontinued operations, net of tax | $ (16) | $ 31,995 |
Discontinued Operations and D_6
Discontinued Operations and Divestitures - Schedule of Significant Operating and Investing Cash and Noncash Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Cash flows from investing activities: | ||||
Net proceeds from sale of the Connected Care Business | $ 0 | $ 46,401 | [1] | |
Connected Care Business | Discontinued Operations, Disposed of by Sale | ||||
Cash flows from operating activities: | ||||
Depreciation and amortization | 10 | |||
Gain on sale of the Connected Care Business | $ 0 | 32,211 | $ 32,211 | |
Cash flows from investing activities: | ||||
Net proceeds from sale of the Connected Care Business | 46,401 | |||
Purchases of property and equipment, including internal-use software | $ 76 | |||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 20 | $ 44 |
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, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,392 | $ 2,268 |
Restricted cash | 1,180 | 238 |
Other current assets | 690 | 998 |
Prepaid expenses and other current assets | $ 5,262 | $ 3,504 |
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, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Accrued payroll and related costs | $ 6,354 | $ 7,247 |
Bookings commitment (see Note 12) | 2,150 | 1,662 |
Accrued liabilities | 1,532 | 1,455 |
Interest payable | 1,507 | 289 |
Operating lease liabilities | 1,841 | 1,900 |
Other accrued and other current liabilities | 996 | 1,422 |
Accrued and other current liabilities | $ 14,380 | $ 13,975 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, net | $ 12,875 | $ 12,875 | $ 13,102 | ||
Depreciation expense | 1,504 | $ 1,885 | 4,430 | $ 5,692 | |
Amount capitalized to internal use software | 1,454 | 520 | 3,569 | 2,673 | |
Property, plant, and equipment, excluding internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 14,133 | 14,133 | 17,782 | ||
Less: Accumulated depreciation and amortization | (10,359) | (10,359) | (12,837) | ||
Property, plant, and equipment, net | 3,774 | 3,774 | 4,945 | ||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 9,268 | 9,268 | 12,332 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 1,059 | 1,059 | 1,168 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 3,806 | 3,806 | 4,282 | ||
Internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 41,084 | 41,084 | 38,488 | ||
Less: Accumulated depreciation and amortization | (34,316) | (34,316) | (31,947) | ||
Construction in progress - Internal-use software | 2,333 | 2,333 | 1,616 | ||
Property, plant, and equipment, net | 9,101 | 9,101 | $ 8,157 | ||
Depreciation expense | $ 1,012 | $ 1,489 | $ 3,023 | $ 4,545 |
Intangible Assets, net Schedule
Intangible Assets, net Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 92,200 | $ 92,200 |
Less: Accumulated amortization | (50,928) | (44,231) |
Intangible assets, net | 41,272 | 47,969 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 53,000 | 53,000 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 34,500 | 34,500 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,300 | 3,300 |
Installed user base | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,400 | $ 1,400 |
Intangible Assets, net Narrativ
Intangible Assets, net Narrative (Details) - USD ($) $ in Thousands | Jul. 22, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 2,232 | $ 2,180 | $ 6,697 | $ 6,199 | |
OpenNMS Assignment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible asset acquired in assignment | $ 5,200 | ||||
Accumulated amortization of intangible asset | $ (647) | ||||
Minimum | OpenNMS Assignment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated lives of definite-lived intangible assets | 4 years | ||||
Maximum | OpenNMS Assignment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated lives of definite-lived intangible assets | 6 years |
Intangible Assets, net Schedu_2
Intangible Assets, net Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 2,232 | |
2022 | 8,930 | |
2023 | 4,346 | |
2024 | 4,283 | |
2025 | 4,147 | |
2026 | 3,467 | |
Thereafter | 13,867 | |
Intangible assets, net | $ 41,272 | $ 47,969 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 22, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 98,333 | $ 98,333 | |
Discontinued operations, goodwill | $ 18,623 | ||
OpenNMS Assignment | Equity Method Investee | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,026 |
Investments Narrative (Details)
Investments Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Feb. 28, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | May 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Loss from related party equity method investment | $ 0 | $ 0 | $ 0 | $ 31,702 | [1] | ||||
NantOmics | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of A-2 units purchased (in shares) | 9,088,362 | 564,779 | 169,074,539 | ||||||
Aggregate purchase price | $ 250,774 | ||||||||
Ownership percentage | 13.58% | 14.28% | |||||||
Difference between the carrying value and equity, intangible assets | $ 28,195 | ||||||||
Difference between the carrying value and equity, goodwill | $ 14,382 | ||||||||
Other-than temporary impairment | $ 28,227 | ||||||||
Loss from related party equity method investment | $ 0 | $ 31,702 | |||||||
Investment in related party | $ 0 | ||||||||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Investments Summarized Financia
Investments Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Gross loss | $ 7,530 | $ 11,246 | $ 25,739 | $ 32,497 | ||||||
Loss from operations | (11,072) | (6,835) | (29,036) | (19,504) | ||||||
Net loss | (10,908) | $ (15,431) | $ (15,499) | (11,042) | $ (48,289) | $ 23,065 | (41,838) | (36,266) | [1] | |
Net loss attributable to NantOmics | $ (10,843) | $ (11,000) | $ (41,554) | $ (36,224) | ||||||
NantOmics | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Revenues | $ 349 | |||||||||
Gross loss | (1,641) | |||||||||
Loss from operations | (7,806) | |||||||||
Net loss | (2,618) | |||||||||
Net loss attributable to NantOmics | $ (2,559) | |||||||||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | May 25, 2021USD ($) | Apr. 27, 2021USD ($)day$ / sharesshares | Apr. 14, 2021USD ($)$ / sharesshares | Apr. 13, 2021USD ($)$ / sharesshares | Dec. 21, 2016USD ($)day$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | [1] | Jan. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of convertible notes, net of offering costs | $ 75,000,000 | $ 0 | ||||||||
Loss on exchange and prepayment of 2016 Notes | 742,000 | 0 | ||||||||
Repayment of convertible notes | $ 87,500,000 | |||||||||
Cambridge Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,689,189 | |||||||||
4.50% Convertible Senior Notes Due 2026 | Nant Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate on debt | 4.50% | |||||||||
Highbridge Capital Management Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,926,781 | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate on debt | 4.50% | 5.50% | ||||||||
Face value | $ 107,000 | $ 107,000,000 | ||||||||
Proceeds from issuance of convertible notes, net of offering costs | 102,714,000 | |||||||||
Initial purchasers' discount and debt issuance costs | $ 4,286,000 | 4,286,000 | ||||||||
Conversion rate of convertible debt (in shares) | 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 | day | 5 | |||||||||
Number of consecutive trading days trading price evaluated | day | 5 | |||||||||
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 | |||||||||
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 | 6.78% | |||||||||
Amount of convertible debt converted | $ 10,000,000 | |||||||||
Decrease in debt discount and deferred financing offering costs | $ 412,000 | |||||||||
Loss on exchange and prepayment of 2016 Notes | 412,000 | |||||||||
Convertible Debt | Modified retrospective adjustment on adoption of ASU No. 2020-06 (Note 2) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying value of convertible notes on date of issuance | $ 5,746,000 | |||||||||
Convertible Debt | Initial Purchasers Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | 90,000,000 | |||||||||
Proceeds from issuance of convertible notes, net of offering costs | 92,797,000 | |||||||||
Initial purchasers' discount and debt issuance costs | 1,358,000 | 644,000 | ||||||||
Remaining life of convertible notes | 2 months 15 days | |||||||||
Convertible notes payable | $ 9,500,000 | 4,500,000 | ||||||||
Loss on exchange and prepayment of 2016 Notes | 267,000 | |||||||||
Repayment of convertible notes | $ 55,555,000 | $ 31,945,000 | ||||||||
Convertible Debt | Cambridge Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | 10,000,000 | |||||||||
Proceeds from issuance of convertible notes, net of offering costs | 9,917,000 | |||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 2.96 | |||||||||
Amount of convertible debt converted | $ 5,000,000 | |||||||||
Accrued and unpaid interest | 91,000 | |||||||||
Convertible notes payable | 5,000,000 | $ 10,000,000 | ||||||||
Loss on exchange and prepayment of 2016 Notes | 18,000 | |||||||||
Decrease to unamortized debt discount and deferred financing offering costs | $ 18,000 | |||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,689,189 | |||||||||
Convertible Debt | Pursuant to the exercise of the overallotment by the Initial Purchasers | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | $ 7,000,000 | |||||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate on debt | 4.50% | 4.50% | ||||||||
Face value | $ 137,500,000 | $ 137,500,000 | ||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 3.85 | |||||||||
Threshold of trading days | day | 20 | |||||||||
Threshold consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Percent of principal | 100.00% | |||||||||
Effective interest rate | 4.61% | |||||||||
Debt issuance costs | $ 610,000 | |||||||||
Shares converted per dollar (in shares) | shares | 259.8753 | |||||||||
Net proceeds from debt offering | $ 136,772,000 | |||||||||
Redemption price as a percentage of principal | 100.00% | |||||||||
Principal outstanding to restrict future indebtedness | $ 25,000,000 | |||||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | Highbridge Capital Management | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | 118,000 | |||||||||
Net proceeds from debt offering | 74,549,000 | |||||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | Nant Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | 137,500,000 | |||||||||
Net proceeds from debt offering | $ 62,223,000 | |||||||||
Convertible Debt | Highbridge Capital Management Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Initial purchasers' discount and debt issuance costs | $ 44,000 | |||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 2.595 | |||||||||
Accrued and unpaid interest | $ 92,000 | |||||||||
Convertible notes payable | $ 5,000,000 | $ 36,945,000 | ||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,926,781 | |||||||||
Convertible Debt | Measurement Input, Discount Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Discount rate | 2.00% | |||||||||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Convertible Notes - Interest Ex
Convertible Notes - Interest Expense Incurred (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | $ 1,678 | $ 1,471 | $ 4,968 | $ 4,413 |
Amortization of debt discounts | 8 | 1,453 | 134 | 4,227 |
Amortization of deferred financing offering costs | 50 | 191 | 435 | 552 |
Total convertible notes interest expense | 1,736 | 3,115 | 5,537 | 9,192 |
Convertible Debt, Related Party | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 772 | 138 | 1,480 | 412 |
Amortization of debt discounts | 4 | 135 | 17 | 393 |
Amortization of deferred financing offering costs | 19 | 4 | 38 | 11 |
Total convertible notes interest expense | 795 | 277 | 1,535 | 816 |
Others | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 906 | 1,333 | 3,488 | 4,001 |
Amortization of debt discounts | 4 | 1,318 | 117 | 3,834 |
Amortization of deferred financing offering costs | 31 | 187 | 397 | 541 |
Total convertible notes interest expense | $ 941 | $ 2,838 | $ 4,002 | $ 8,376 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Bookings Commitment | $ 2,150 | $ 1,662 |
Recurring basis | ||
Liabilities | ||
Bookings Commitment | 33,284 | 32,651 |
Interest make-whole derivative | 4 | |
Recurring basis | Quoted price in active markets for identical assets (Level 1) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Interest make-whole derivative | 0 | |
Recurring basis | Significant other observable inputs (Level 2) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Interest make-whole derivative | 0 | |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Liabilities | ||
Bookings Commitment | $ 33,284 | 32,651 |
Interest make-whole derivative | $ 4 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Dec. 30, 2017 | Dec. 21, 2016 | Dec. 31, 2016 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 27, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Minimum booking commitments | $ 95,000,000 | |||||
Bookings commitment period | 10 years | 10 years | ||||
Bookings commitment annual minimum | $ 500,000 | |||||
Booking commitments current annual accrual | $ 1,700,000 | $ 1,700,000 | ||||
Percentage of shortfall payable | 70.00% | |||||
Commission percentage | 30.00% | |||||
Impact of adverse change in discount rate | $ 3,929,000 | |||||
Sensitivity analysis, adverse change in discount rate | 2.00% | |||||
Convertible Debt | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Face value | $ 107,000 | $ 107,000,000 | ||||
Period to lapse to trigger interest make-whole feature | 1 year | |||||
Threshold period used to compute interest payment | 3 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 4.50% | ||||
Convertible Debt | Measurement Input, Discount Rate | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Discount rate | 2.00% | |||||
Convertible Debt | Related party | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Face value | $ 10,000,000 | |||||
Minimum | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cost of debt range used for discounting | 10.00% | 10.00% | ||||
Maximum | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cost of debt range used for discounting | 11.00% | 11.00% | ||||
Derivative Financial Instruments, Liabilities | Measurement Input, Discount Rate | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Discount rate | 2.00% |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of Level 3 Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 32,655 |
Transfers in (out) | 0 |
Change in fair value recognized in earnings | 629 |
Ending balance | 33,284 |
Interest make-whole derivative - related party and others | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 4 |
Transfers in (out) | 0 |
Change in fair value recognized in earnings | (4) |
Ending balance | 0 |
Bookings Commitment | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 32,651 |
Transfers in (out) | 0 |
Change in fair value recognized in earnings | 633 |
Ending balance | $ 33,284 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt (Details) - Convertible Debt - USD ($) | Sep. 30, 2021 | Apr. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Dec. 21, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | $ 107,000,000 | $ 107,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | $ 9,500,000 | $ 97,000,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | 5,000,000 | 107,000,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | 4,500,000 | 10,000,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Fair value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 9,506,000 | 92,660,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Fair value | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 5,003,000 | 102,213,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Fair value | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 4,503,000 | 9,553,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Carrying value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 9,483,000 | 90,578,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Carrying value | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 4,995,000 | 99,989,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2016 | Carrying value | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 4,488,000 | $ 9,411,000 | |||
4.50% Convertible Senior Notes Due 2026 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | 137,500,000 | $ 137,500,000 | |||
4.50% Convertible Senior Notes Due 2026 | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | 62,500,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Face value | 75,000,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Fair value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 136,989,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Fair value | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 62,268,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Fair value | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 74,721,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Carrying value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 136,834,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Carrying value | Related party | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | 62,251,000 | ||||
4.50% Convertible Senior Notes Due 2026 | Carrying value | Others | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value | $ 74,583,000 |
Leases Operating Lease Maturity
Leases Operating Lease Maturity Analysis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 664 | |
2022 | 2,676 | |
2023 | 2,685 | |
2024 | 2,530 | |
2025 | 678 | |
2026 | 609 | |
Thereafter | 1,087 | |
Total future minimum lease payments | 10,929 | |
Less: imputed interest | (2,210) | |
Total | 8,719 | |
As reported in the Consolidated Balance Sheet | ||
Accrued and other current liabilities | $ 1,841 | $ 1,900 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other current liabilities | |
Operating lease liabilities | $ 6,878 | $ 8,170 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 27, 2021USD ($)day | Oct. 23, 2019USD ($) | Apr. 30, 2018claim | Sep. 30, 2021USD ($) | Apr. 13, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) | Jan. 04, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||||
Related party promissory note | $ 112,666,000 | $ 112,666,000 | |||||||
Unconditional purchase obligations in year one | 200,000 | ||||||||
Unconditional purchase obligations in year two | 600,000 | ||||||||
Unconditional purchase obligations in year three | 100,000 | ||||||||
Payments for amounts purchased under unconditional purchase obligations | 344,000 | ||||||||
Claims filed | claim | 2 | ||||||||
Insurance recoveries | 56,000 | 253,000 | |||||||
Securities and Derivative Litigation Member | |||||||||
Related Party Transaction [Line Items] | |||||||||
Litigation settlement | $ 16,500,000 | ||||||||
Affiliated Entity | Promissory Notes With NantCapital | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party promissory note | 149,131,000 | $ 143,756,000 | $ 112,666,000 | ||||||
Convertible Debt | |||||||||
Related Party Transaction [Line Items] | |||||||||
Face value | $ 107,000,000 | $ 107,000 | |||||||
Interest rate on debt | 4.50% | 5.50% | |||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Face value | $ 137,500,000 | $ 137,500,000 | |||||||
Interest rate on debt | 4.50% | 4.50% | |||||||
Number of days interest payments are in default | day | 30 | ||||||||
Number of days after written notice of failure to comply | day | 60 | ||||||||
Percentage of debt holders | 25.00% | ||||||||
Dollar amount of maximum default | $ 17,500,000 | ||||||||
Number of days in which to rescind or annul failure to pay or default | day | 30 | ||||||||
Redemption price as a percentage of principal | 100.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 23 | $ 77 | $ 21 | $ 174 |
Effective tax rate | 0.21% | 0.70% | 0.05% | 0.26% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | Apr. 14, 2021shares | Sep. 30, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Debt Instrument [Line Items] | |||
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 | |
Highbridge Capital Management Agreement | |||
Debt Instrument [Line Items] | |||
Number of shares related party promissory note converted (in shares) | 1,926,781 | ||
Cambridge Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Number of shares related party promissory note converted (in shares) | 1,689,189 |
Stock-Based Compensation Compon
Stock-Based Compensation Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Amount capitalized to internal-use software | $ 32 | $ 23 | $ 89 | $ 71 |
Total stock-based compensation cost | 830 | 658 | 2,629 | 1,755 |
Phantom units: | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 40 |
Phantom units: | Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 27 |
Phantom units: | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | (23) |
Phantom units: | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 36 |
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 738 | 585 | 2,293 | 1,120 |
Stock options | Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 48 | 27 | 132 | 55 |
Stock options | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 578 | 483 | 1,846 | 947 |
Stock options | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 112 | 75 | 315 | 118 |
Restricted stock units: | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 27 | 50 | 101 | 603 |
Restricted stock units: | Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 9 |
Restricted stock units: | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 27 | 50 | 101 | 571 |
Restricted stock units: | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 23 |
Common Stock | Related party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 33 | 0 | 146 | 0 |
Common Stock | Cost of revenue | Related party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Common Stock | Selling, general and administrative | Related party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 9 | 0 | 76 | 0 |
Common Stock | Research and development | Related party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 24 | 0 | 70 | 0 |
Discontinued operations | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | (79) |
Total stock-based compensation expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 798 | $ 635 | $ 2,540 | $ 1,684 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock based compensation | $ 15,473 |
Weighted average period of recognition for stock based compensation expense recognition (in years) | 2 years 4 months 24 days |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock based compensation | $ 156 |
Weighted average period of recognition for stock based compensation expense recognition (in years) | 1 year 4 months 24 days |
The 2016 Equity Incentive Plan | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock issued (in shares) | shares | 118,603 |
Stock-Based Compensation Activi
Stock-Based Compensation Activity of Stock based Compensation Units (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Number of Shares | |||
Stock options outstanding, beginning balance (in shares) | 9,648,724 | 9,678,724 | 10,025,124 |
Exercised (in shares) | (240,588) | (100,000) | (103,900) |
Forfeited (in shares) | (711,250) | (330,000) | (242,500) |
Granted (in shares) | 6,690,000 | 400,000 | |
Stock options outstanding, ending balance (in shares) | 15,386,886 | 9,648,724 | 9,678,724 |
Stock options exercisable (in shares) | 4,538,136 | ||
Weighted-Average Exercise Price | |||
Stock options outstanding, beginning balance (in dollars per share) | $ 2.20 | $ 2.18 | $ 2.19 |
Exercised (in dollars per share) | 0.55 | 0.55 | |
Granted (in dollars per share) | 1.96 | 2.65 | |
Vested (in dollars per unit) | 0.55 | ||
Forfeited (in dollars per share) | 2.90 | 2.79 | 3.05 |
Stock options outstanding, ending balance (in dollars per share) | 2.09 | $ 2.20 | $ 2.18 |
Stock options exercisable (in dollars per share) | $ 1.41 |
Stock-Based Compensation Acti_2
Stock-Based Compensation Activity of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Unvested units outstanding, beginning balance (in units) | 193,455 | 253,308 | ||
Vested (in units) | (58,750) | (59,853) | ||
Forfeited (in units) | (15,000) | |||
Unvested units outstanding, ending balance (in units) | 119,705 | 193,455 | ||
Weighted-Average Grant Date Fair Value | ||||
Unvested restricted stock units outstanding, ending balance (in dollars per unit) | $ 1.81 | $ 1.59 | $ 1.81 | $ 1.64 |
Vested (in dollars per unit) | 1.23 | 1.81 | ||
Forfeited (in dollars per unit) | 1.23 | |||
Unvested restricted stock units outstanding, beginning balance (in dollars per unit) | $ 1.81 | $ 1.59 | $ 1.81 | $ 1.64 |
Net Income (Loss) Per Share Rec
Net Income (Loss) Per Share Reconciliations of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss per share numerator: | ||||
Net loss from continuing operations | $ (10,908) | $ (11,026) | $ (41,862) | $ (68,221) |
Net loss attributable to non-controlling interests | (65) | (42) | (284) | (42) |
Net loss from continuing operations attributable to NantHealth | (10,843) | (10,984) | (41,578) | (68,179) |
Income (loss) from discontinued operations attributable to NantHealth | 0 | (16) | 24 | 31,955 |
Net loss attributable to NantHealth | $ (10,843) | $ (11,000) | $ (41,554) | $ (36,224) |
Weighted-average shares for basic net loss per share (in shares) | 115,243,671 | 110,929,357 | 113,706,124 | 110,859,611 |
Weighted-average shares for diluted net loss per share (in shares) | 115,243,671 | 110,929,357 | 113,706,124 | 110,859,611 |
Basic and diluted net (loss) income per share attributable to NantHealth: | ||||
Continuing operations - basic common stock (in US dollars per share) | $ (0.09) | $ (0.10) | $ (0.37) | $ (0.62) |
Continuing operations - diluted common stock (in Us dollars per share) | (0.09) | (0.10) | (0.37) | (0.62) |
Discontinued operations - basic common stock (in US dollars per share) | 0 | 0 | 0 | 0.29 |
Discontinued operations - diluted common stock (in US dollars per share) | 0 | 0 | 0 | 0.29 |
Total net (loss) income per share, diluted - common stock (in Us dollars per share) | (0.09) | (0.10) | (0.37) | (0.33) |
Total net (loss) income per share, basic - common stock (in US dollars per share) | $ (0.09) | $ (0.10) | $ (0.37) | $ (0.33) |
Net Income (Loss) Per Share Ant
Net Income (Loss) Per Share Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 119,705 | 253,306 |
Unexercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,386,886 | 10,150,724 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 36,515,552 | 8,815,655 |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 14, 2021shares | Apr. 13, 2021USD ($)shares | Jul. 22, 2020USD ($)shares | Jun. 01, 2016USD ($)shares | Mar. 08, 2016USD ($) | Jan. 22, 2016USD ($) | Jan. 04, 2016USD ($)$ / shares | Jun. 19, 2015USD ($)testterm | Aug. 31, 2021USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Apr. 27, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) | Dec. 15, 2016USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party receivables | $ 1,516,000 | $ 1,516,000 | $ 1,854,000 | ||||||||||||||||
Related party payables, net of receivables balances including related party liabilities | 41,601,000 | 41,601,000 | 35,329,000 | ||||||||||||||||
Cash payment for purchase of business | 0 | $ 5,475,000 | |||||||||||||||||
Interest payable | 1,507,000 | 1,507,000 | 289,000 | ||||||||||||||||
Related party promissory note | 112,666,000 | 112,666,000 | 112,666,000 | ||||||||||||||||
Amount of principal and interest under promissory note converted to shares | 10,000,000 | 0 | [1] | ||||||||||||||||
Cambridge Purchase Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,689,189 | ||||||||||||||||||
OpenNMS Assignment | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Remaining percentage of voting interests acquired | 9.00% | ||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 5,200,000 | ||||||||||||||||||
Convertible Debt | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 107,000,000 | $ 107,000 | |||||||||||||||||
Amount of convertible debt converted | $ 10,000,000 | ||||||||||||||||||
Interest rate on debt | 4.50% | 5.50% | |||||||||||||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 137,500,000 | 137,500,000 | 137,500,000 | ||||||||||||||||
Interest rate on debt | 4.50% | 4.50% | |||||||||||||||||
Convertible Debt | Initial Purchasers Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 90,000,000 | ||||||||||||||||||
Convertible Debt | Cambridge Purchase Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 10,000,000 | ||||||||||||||||||
Amount of convertible debt converted | $ 5,000,000 | ||||||||||||||||||
Number of shares related party promissory note converted (in shares) | shares | 1,689,189 | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of voting interest acquired | 91.00% | ||||||||||||||||||
Cash paid in business acquisition | $ 5,577,000 | ||||||||||||||||||
Useful life of finite-lived intangible assets | 5 years 10 months 24 days | ||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 4,553,000 | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | Call Option | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Cash payment for purchase of business | $ 278,000 | ||||||||||||||||||
Number of shares issued in acquisition (in shares) | shares | 56,769 | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | Developed technology | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 2,500,000 | ||||||||||||||||||
Estimated lives of definite-lived intangible assets | 6 years | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | Installed user base | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 1,400,000 | ||||||||||||||||||
Estimated lives of definite-lived intangible assets | 6 years | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | Customer relationships | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 1,000,000 | ||||||||||||||||||
Estimated lives of definite-lived intangible assets | 6 years | ||||||||||||||||||
Equity Method Investee | OpenNMS Assignment | Trade name | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Finite lived intangible asset acquired in assignment | $ 300,000 | ||||||||||||||||||
Estimated lives of definite-lived intangible assets | 4 years | ||||||||||||||||||
Nant Capital | 4.50% Convertible Senior Notes Due 2026 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest rate on debt | 4.50% | ||||||||||||||||||
Nant Capital | Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 137,500,000 | ||||||||||||||||||
Proceeds from issuance of debt | 62,500,000 | ||||||||||||||||||
Related party | Common Stock | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value of compensation costs | 33,000 | $ 0 | 146,000 | 0 | |||||||||||||||
Related party | Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | 62,500,000 | 62,500,000 | |||||||||||||||||
Chief Executive Officer | OpenNMS | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Shares outstanding purchased | shares | 241,485 | ||||||||||||||||||
Consideration paid for remaining interest | $ 556,000 | ||||||||||||||||||
Carrying value of non-controlling interest | 100,000 | ||||||||||||||||||
Reduction to additional paid in capital | $ 456,000 | ||||||||||||||||||
Percentage ownership after transaction | 100.00% | ||||||||||||||||||
Receivable from Ziosoft KK related to sale of Qi Imaging | Affiliated Entity | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party payables, net of receivables balances including related party liabilities | 1,144,000 | $ 1,144,000 | 1,477,000 | ||||||||||||||||
Reseller agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Term of reseller agreement | 5 years 6 months | ||||||||||||||||||
Reseller agreement | Equity Method Investee | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of renewals | term | 3 | ||||||||||||||||||
Renewal term | 3 years | 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 | ||||||||||||||||||
Annual minimum fees, tier one | $ 2,000,000 | ||||||||||||||||||
Related party payables | 0 | $ 0 | 3,000 | ||||||||||||||||
Cost of revenue | 0 | 3,000 | 0 | 48,000 | |||||||||||||||
Cambridge Purchase Agreement | Cambridge | Convertible Debt | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face value | $ 10,000,000 | ||||||||||||||||||
Amount of convertible debt converted | $ 5,000,000 | ||||||||||||||||||
Interest payable | 81,000 | 81,000 | 24,000 | ||||||||||||||||
Liquid Tumor Profiling Services Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party receivables | 110,000 | 110,000 | 110,000 | ||||||||||||||||
Revenue from related parties | 0 | 0 | 0 | 0 | |||||||||||||||
Promissory Notes With NantCapital | Affiliated Entity | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest payable | 36,465,000 | 36,465,000 | 31,090,000 | ||||||||||||||||
Related party promissory note | $ 112,666,000 | 149,131,000 | 149,131,000 | 143,756,000 | |||||||||||||||
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 | ||||||||||||||||||
Promissory Notes With NantOmics | Equity Method Investee | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party promissory note | $ 20,000,000 | ||||||||||||||||||
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 (in shares) | shares | 2,899,297 | ||||||||||||||||||
Promissory Note 5.50%, Due December 31, 2023 | Affiliated Entity | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Maximum commitment available on promissory note | 125,000,000 | ||||||||||||||||||
Advances made on note | 0 | 0 | $ 0 | ||||||||||||||||
NantWorks | Shared services agreement | Affiliated Entity | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Net selling, general, and administrative service expenses incurred related to services provided by related parties | $ 393,000 | $ 806,000 | $ 56,000 | ||||||||||||||||
Income from related parties | $ 34,000 | ||||||||||||||||||
[1] | The statements for the nine months ended September 30, 2020 include the Connected Care Business (see Note 4). |
Related Party Transactions - Op
Related Party Transactions - Open NMS Assignment (Details) - USD ($) $ in Thousands | Jul. 22, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Assets and liabilities of OpenNMS at assignment: [Abstract] | |||
Goodwill | $ 98,333 | $ 98,333 | |
OpenNMS Assignment | |||
Assets and liabilities of OpenNMS at assignment: [Abstract] | |||
Intangible asset, net | $ 5,200 | ||
OpenNMS Assignment | Equity Method Investee | |||
Related Party Transaction [Line Items] | |||
Total cash consideration | 5,577 | ||
Assets and liabilities of OpenNMS at assignment: [Abstract] | |||
Cash and cash equivalents | 102 | ||
Goodwill | 1,026 | ||
Intangible asset, net | 4,553 | ||
Other assets | 1,097 | ||
Other liabilities assumed | (1,227) | ||
Net assets acquired at assignment | 5,551 | ||
Non-controlling interests | (503) | ||
Recorded as distribution from additional paid-in capital | $ 529 |
Uncategorized Items - nh-202109
Label | Element | Value |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 119,705 |