Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 $0.0001 per share | |
Trading Symbol | NH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,550,244 | |
Entity Central Index Key | 0001566469 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 5,711 | $ 29,084 |
Accounts receivable, net | 5,049 | 5,810 |
Related party receivables, net | 476 | 506 |
Prepaid expenses and other current assets | 3,628 | 4,010 |
Total current assets | 14,864 | 39,410 |
Property, plant, and equipment, net | 12,066 | 12,366 |
Goodwill | 98,333 | 98,333 |
Intangible assets, net | 34,575 | 39,039 |
Related party receivable, net of current | 1,041 | 1,012 |
Operating lease right-of-use assets | 5,038 | 6,048 |
Other assets | 971 | 1,620 |
Total assets | 166,888 | 197,828 |
Current liabilities | ||
Accounts payable | 4,847 | 3,204 |
Accrued and other current liabilities | 13,312 | 16,358 |
Deferred revenue | 2,518 | 2,440 |
Related party payables, net | 2,914 | 5,161 |
Notes payable | 0 | 782 |
Total current liabilities | 23,591 | 27,945 |
Deferred revenue, net of current | 1,562 | 2,024 |
Related party liabilities | 42,019 | 38,278 |
Related party promissory note | 112,666 | 112,666 |
Related party convertible note, net | 62,301 | 62,268 |
Convertible notes, net | 74,643 | 74,603 |
Deferred income taxes, net | 1,568 | 1,775 |
Operating lease liabilities | 5,141 | 6,248 |
Other liabilities | 31,495 | 34,013 |
Total liabilities | 354,986 | 359,820 |
Commitments and Contingencies (Note 11) | ||
Stockholders' deficit | ||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 115,550,244 and 115,505,244 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 12 | 12 |
Additional paid-in capital | 893,835 | 891,105 |
Accumulated deficit | (1,081,359) | (1,052,897) |
Accumulated other comprehensive loss | (586) | (212) |
Total stockholders' deficit | (188,098) | (161,992) |
Total liabilities and stockholders' deficit | $ 166,888 | $ 197,828 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 (shares) | 115,550,244 | 115,505,244 |
Common stock outstanding (shares) | 115,550,244 | 115,505,244 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Revenue | $ 16,498 | $ 16,090 | $ 32,871 | $ 32,259 |
Cost of Revenue | ||||
Total cost of revenue | 7,347 | 7,009 | 14,526 | 14,050 |
Gross Profit | 9,151 | 9,081 | 18,345 | 18,209 |
Operating Expenses | ||||
Selling, general and administrative | 14,017 | 11,837 | 28,997 | 24,340 |
Research and development | 5,861 | 4,849 | 11,576 | 9,862 |
Amortization of acquisition-related assets | 986 | 985 | 1,971 | 1,971 |
Total operating expenses | 20,864 | 17,671 | 42,544 | 36,173 |
Loss from operations | (11,713) | (8,590) | (24,199) | (17,964) |
Interest expense, net | (3,470) | (3,803) | (6,920) | (7,371) |
Other income (expense), net | 2,642 | (3,051) | 2,648 | (5,621) |
Loss from continuing operations before income taxes | (12,541) | (15,444) | (28,471) | (30,956) |
Provision for (benefit from) income taxes | (29) | 6 | (9) | (2) |
Net loss from continuing operations | (12,512) | (15,450) | (28,462) | (30,954) |
Income from discontinued operations, net of tax attributable to NantHealth | 0 | 19 | 0 | 24 |
Net loss | (12,512) | (15,431) | (28,462) | (30,930) |
Net loss attributable to noncontrolling interests | 0 | (128) | (219) | |
Net loss attributable to NantHealth | $ (12,512) | $ (15,303) | $ (28,462) | $ (30,711) |
Basic and diluted net loss per share attributable to NantHealth: | ||||
Total net loss per share - common stock, basic (in dollars per share) | $ (0.11) | $ (0.13) | $ (0.25) | $ (0.27) |
Total net loss per share - common stock, diluted (in dollars per share) | $ (0.11) | $ (0.13) | $ (0.25) | $ (0.27) |
Weighted average shares outstanding | ||||
Basic - common stock (in shares) | 115,550,244 | 114,512,542 | 115,535,822 | 112,924,619 |
Diluted - common stock (in shares) | 115,550,244 | 114,512,542 | 115,535,822 | 112,924,619 |
Total software-related revenue | ||||
Revenue | ||||
Revenue | $ 16,497 | $ 16,090 | $ 32,870 | $ 32,256 |
Cost of Revenue | ||||
Total cost of revenue | 7,346 | 6,962 | 14,525 | 13,957 |
Software-as-a-service related | ||||
Revenue | ||||
Revenue | 15,861 | 15,504 | 31,632 | 31,261 |
Cost of Revenue | ||||
Total cost of revenue | 5,621 | 5,444 | 11,184 | 10,979 |
Maintenance | ||||
Revenue | ||||
Revenue | 428 | 413 | 892 | 795 |
Cost of Revenue | ||||
Total cost of revenue | 469 | 270 | 838 | 477 |
Professional services | ||||
Revenue | ||||
Revenue | 208 | 173 | 346 | 200 |
Cost of Revenue | ||||
Total cost of revenue | 9 | 1 | 9 | 7 |
Amortization of developed technologies | ||||
Cost of Revenue | ||||
Total cost of revenue | 1,247 | 1,247 | 2,494 | 2,494 |
Other | ||||
Revenue | ||||
Revenue | 1 | 0 | 1 | 3 |
Cost of Revenue | ||||
Total cost of revenue | $ 1 | $ 47 | $ 1 | $ 93 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (12,512) | $ (15,431) | $ (28,462) | $ (30,930) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Foreign currency translation adjustments | (278) | 18 | (374) | 46 |
Total other comprehensive (loss) income | (278) | 18 | (374) | 46 |
Comprehensive loss | (12,790) | (15,413) | (28,836) | (30,884) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (128) | 0 | (219) |
Comprehensive loss attributable to NantHealth | $ (12,790) | $ (15,285) | $ (28,836) | $ (30,665) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total NantHealth Stockholders' Deficit | Total NantHealth Stockholders' Deficit Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 111,284,733 | ||||||||||
Beginning balance 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 cost | 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) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 111,366,133 | ||||||||||
Ending balance at Mar. 31, 2021 | (131,641) | (131,934) | $ 11 | 878,241 | (1,010,046) | (140) | 293 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 111,284,733 | ||||||||||
Beginning balance 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 | 46 | ||||||||||
Net loss | (30,930) | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 115,204,656 | ||||||||||
Ending balance at Jun. 30, 2021 | (136,105) | (136,270) | $ 12 | 889,189 | (1,025,349) | (122) | 165 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 111,366,133 | ||||||||||
Beginning balance 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 cost | 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 (in 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) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 115,204,656 | ||||||||||
Ending balance at Jun. 30, 2021 | (136,105) | (136,270) | $ 12 | 889,189 | (1,025,349) | (122) | 165 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 115,505,244 | ||||||||||
Beginning balance at Dec. 31, 2021 | (161,992) | (161,992) | $ 12 | 891,105 | (1,052,897) | (212) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation cost | 1,417 | 1,417 | 1,417 | ||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 45,000 | ||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 24 | 24 | 24 | ||||||||
Other comprehensive loss | (96) | (96) | (96) | ||||||||
Net loss | (15,950) | (15,950) | (15,950) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 115,550,244 | ||||||||||
Ending balance at Mar. 31, 2022 | (176,597) | (176,597) | $ 12 | 892,546 | (1,068,847) | (308) | 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 115,505,244 | ||||||||||
Beginning balance at Dec. 31, 2021 | (161,992) | (161,992) | $ 12 | 891,105 | (1,052,897) | (212) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive loss | (374) | ||||||||||
Net loss | (28,462) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 115,550,244 | ||||||||||
Ending balance at Jun. 30, 2022 | (188,098) | (188,098) | $ 12 | 893,835 | (1,081,359) | (586) | 0 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 115,550,244 | ||||||||||
Beginning balance at Mar. 31, 2022 | (176,597) | (176,597) | $ 12 | 892,546 | (1,068,847) | (308) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation cost | 1,289 | 1,289 | 1,289 | ||||||||
Other comprehensive loss | (278) | (278) | (278) | ||||||||
Net loss | (12,512) | (12,512) | (12,512) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 115,550,244 | ||||||||||
Ending balance at Jun. 30, 2022 | $ (188,098) | $ (188,098) | $ 12 | $ 893,835 | $ (1,081,359) | $ (586) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss | $ (28,462) | $ (30,930) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 7,896 | 7,705 | |
Amortization of debt discounts and deferred financing offering cost | 73 | 510 | |
Change in fair value of derivatives liability | 0 | (4) | |
Change in fair value of Bookings Commitment | (2,500) | 4,803 | |
Stock-based compensation | 2,653 | 1,742 | |
Deferred income taxes, net | (214) | (181) | |
Provision for bad debt expense | 20 | 29 | |
Impairment of ROU asset | 208 | 0 | |
Loss on exchange and prepayment of 2016 Notes | 0 | 742 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 741 | (1,385) | |
Related party receivables, net | 1 | 6 | |
Prepaid expenses and other current assets | 226 | 506 | |
Accounts payable | 1,638 | (2,799) | |
Accrued and other current liabilities | (3,069) | (2,047) | |
Deferred revenue | (384) | 932 | |
Related party payables, net | 1,157 | 3,922 | |
Change in operating lease right-of-use assets and liabilities | (228) | (204) | |
Other assets and liabilities | 50 | (32) | |
Net cash used in operating activities | (20,194) | (16,685) | |
Cash flows from investing activities: | |||
Purchases of property and equipment, including internal-use software | (2,861) | (2,411) | |
Net cash used in investing activities | (2,861) | (2,411) | |
Cash flows from financing activities: | |||
Repayments of insurance promissory note and notes payable | (782) | (227) | |
Proceeds from related party convertible notes | 0 | 62,500 | |
Proceeds from convertible notes | 0 | 75,000 | |
Payment of convertible notes | 0 | (87,500) | |
Proceeds from exercises of stock options | 24 | 125 | |
Payment of deferred financing costs, related party | 0 | (268) | |
Payment of deferred financing costs | 0 | (390) | |
Net cash (used in) provided by financing activities | (758) | 49,240 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (78) | 5 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (23,891) | 30,149 | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 31,402 | 24,162 |
Cash, cash equivalents and restricted cash, end of period | [1] | 7,511 | 54,311 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,099 | 2,447 | |
Non-cash transactions: | |||
Purchases of property and equipment including internal use software | 18 | 57 | |
Common stock issued in Exchange for 2016 Notes | $ 0 | $ 10,000 | |
[1] Cash and cash equivalents included restricted cash of $1,800 and $2,318 at June 30, 2022 and December 31, 2021, respectively, and $2,318 and $1,375 at June 30, 2021 and December 31, 2020, respectively. At June 30, 2022 , restricted cash of $1,180 is included in prepaid expenses and other current assets and $620 is included in other assets. At June 30, 2021 , restricted cash of $1,180 is included in prepaid expenses and other current assets and $1,138 is included in other assets. Restricted cash is included in prepaid expenses and other current assets and other assets and consists of funds that are contractually restricted as to usage or withdrawal related to the Company's performance bond related to a contract with a customer, and security deposits in the form of standby letters of credit for leased facilities. No amounts have been drawn upon the letters of credit as of June 30, 2022. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted cash | $ 1,800 | $ 2,318 | $ 2,318 | $ 1,375 |
Prepaid Expenses and Other Current Assets | ||||
Restricted cash | 1,180 | 1,180 | ||
Other Assets | ||||
Restricted cash | $ 620 | $ 1,138 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Nature of Business Nant Health, LLC was formed on July 7, 2010, as a Delaware limited liability company. On June 1, 2016, Nant Health, LLC converted into a Delaware corporation (the “LLC Conversion”) and changed its name to NantHealth, Inc. (“NantHealth”). NantHealth, together with its subsidiaries (the “Company”), is a healthcare IT company converging science and technology. The Company works to transform clinical delivery with actionable clinical intelligence at the moment of decision, enabling clinical discovery through real-time machine learning systems. The Company markets certain of its solutions as a comprehensive integrated solution that includes its 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 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. In August 2021, the Company purchased the remaining 9%, or 241,485 shares of outstanding OpenNMS common stock held by the remaining shareholders. The Company is integrating OpenNMS with NantHealth’s software portfolio and service offerings, as well as expanding the Company’s capabilities in cloud, Software-as-a-Service ("SaaS"), and artificial intelligence ("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 June 30, 2022, 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 unaudited 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 unaudited Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended December 31, 2021. The accompanying Consolidated Balance Sheet as of December 31, 2021 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, and its ability to borrow on the $125,000 promissory note with Nant Capital, LLC ("Nant Capital") (see Note 16) 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 launch, commercialization and marketing of the Company's existing products and services 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 promissory notes with Nant Capital and affiliates, convertible notes, the sale of its common stock, revenue generated from our products and services and proceeds from the sale of components of its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. The estimates and assumptions used in the accompanying unaudited Consolidated Financial Statements are based upon management’s evaluation of the relevant facts and circumstances at the balance sheet date. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, accounts receivable allowance, useful lives of long-lived assets and intangible assets, income taxes, stock-based compensation, impairment of long-lived assets and intangible assets, and the expected performance against minimum reseller commitments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. 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. 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 for smaller reporting companies 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and 2021, there were revenues of $795 and $490 recognized, respectively, that were included in the deferred revenue balance at the beginning of the period. During the six months ended June 30, 2022 and 2021, there were revenues of $1,522 and $1,028 recognized, respectively. 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 $556 at June 30, 2022 and $810 at December 31, 2021. During the three months ended June 30, 2022 and 2021, the Company recorded amortization of $93 and $155, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded amortization of $235 and $315, respectively. Where management is not able to conclude that the costs of a contract will be recovered, costs to obtain the contract are expensed as incurred. Performance Obligations As of June 30, 2022, the Company has allocated a total transaction price of $3,186 to unfulfilled performance obligations that are expected to be fulfilled within 9 years. Excluded from this amount are contracts of less than one year and variable consideration that relates to the value of services provided. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 was $3 and $2, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities Prepaid expenses and other current assets as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Prepaid expenses $ 2,052 $ 2,256 Restricted cash 1,180 1,180 Other current assets 396 574 Prepaid expenses and other current assets $ 3,628 $ 4,010 Accrued and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Payroll and related costs $ 5,602 $ 8,545 Accrued liabilities 2,264 2,640 Bookings Commitment (see Note 9) 1,679 1,661 Interest payable 703 703 Operating lease liabilities 2,002 1,912 Other accrued and other current liabilities 1,062 897 Accrued and other current liabilities $ 13,312 $ 16,358 |
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 June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Prepaid expenses $ 2,052 $ 2,256 Restricted cash 1,180 1,180 Other current assets 396 574 Prepaid expenses and other current assets $ 3,628 $ 4,010 Accrued and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Payroll and related costs $ 5,602 $ 8,545 Accrued liabilities 2,264 2,640 Bookings Commitment (see Note 9) 1,679 1,661 Interest payable 703 703 Operating lease liabilities 2,002 1,912 Other accrued and other current liabilities 1,062 897 Accrued and other current liabilities $ 13,312 $ 16,358 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Computer equipment and software $ 7,596 $ 9,267 Furniture and equipment 1,055 1,060 Leasehold improvements 3,778 3,821 Property, plant, and equipment, excluding internal-use software, gross 12,429 14,148 Less: Accumulated depreciation and amortization (10,147) (10,857) Property, plant and equipment, excluding internal-use software, net 2,282 3,291 Internal-use software 45,942 43,314 Construction in progress - Internal-use software 1,368 1,082 Less: Accumulated depreciation and amortization, internal-use software (37,526) (35,321) Internal-use software, net 9,784 9,075 Property, plant and equipment, net $ 12,066 $ 12,366 Depreciation expense from continuing operations was $1,559 and $3,196, respectively, for the three and six months ended June 30, 2022 , of which $1,078 and $2,206, respectively, related to internal-use software costs. Depreciation expense from continuing operations was $1,515 and $2,926, respectively, for the three and six months ended June 30, 2021 , of which $1,022 and $2,011, respectively, related to internal-use software costs. Amounts capitalized to internal-use software related to continuing operations for the three and six months ended June 30, 2022 we re $1,713 and $2,919 , respectively. Amounts capitalized to internal-use software related to continuing operations for the three and six months ended June 30, 2021 we re $742 and $1,632 , respectively. |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The Company’s definite-lived intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: June 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 (57,625) (53,161) Intangible assets, net $ 34,575 $ 39,039 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 June 30, 2022 and 2021 was $2,233 and $2,232, respectively. Amortization expense from continuing operations for the six months ended June 30, 2022 and 2021 was $4,465 and $4,464, respectively. The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of June 30, 2022 is as follows: Amounts Remainder of 2022 $ 4,466 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,866 Total future intangible amortization expense $ 34,575 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 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 to issue and sell $137,500 in aggregate principal amount of its 4.5% convertible senior 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 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 5.5% Convertible Senior Notes ("2016 Notes") held by Highbridge (“Repurchased Notes”) and pay $644 of accrued and unpaid interest. On April 27, 2021, in connection with the issuance of the 2021 Notes, 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 via a Fundamental Change repurchase and paid $1,358 of accrued and unpaid interest thereon. 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”). Interest rates on the 2021 Notes 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. The 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 June 30, 2022, the remaining life of the Convertible Notes is approximately 45.5 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 2021 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 2021 Notes), or prepaying any such indebtedness, subject to certain exceptions, unless certain conditions described in the 2021 Indenture have been satisfied. Under the 2021 Indenture, the Company may incur affiliate debt if there is (i) no default or event of default at the time of such incurrence or would occur as a consequence of such incurrence; (ii) such affiliate debt is unsecured and subordinated to the 2021 Notes; and (iii) no principal of such affiliate debt is scheduled to mature earlier than the date that is 181 days after April 15, 2026, the maturity date of the 2021 Notes. See Note 11 Commitments and Contingencies for default provisions. The following table summarizes how the issuance of the 2021 Notes is reflected in the Company's Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. Related Party Others Total Balance as of June 30, 2022 Gross proceeds $ 62,500 $ 75,000 $ 137,500 Unamortized debt discounts and deferred financing offering costs (199) (357) (556) Net carrying amount $ 62,301 $ 74,643 $ 136,944 Balance as of December 31, 2021 Gross proceeds $ 62,500 $ 75,000 $ 137,500 Unamortized debt discounts and deferred financing offering costs (232) (397) (629) Net carrying amount $ 62,268 $ 74,603 $ 136,871 The following tables set forth the Company's interest expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended Six Months Ended 2021 Notes Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 703 $ 844 $ 1,547 $ 1,406 $ 1,688 $ 3,094 Amortization of deferred financing offering costs 17 19 36 34 39 73 Total convertible notes interest expense $ 720 $ 863 $ 1,583 $ 1,440 $ 1,727 $ 3,167 Three Months Ended Six Months Ended 2021 Notes Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 492 $ 591 $ 1,083 $ 492 $ 591 $ 1,083 Amortization of deferred financing offering costs 11 15 26 11 15 26 2016 Notes Accrued coupon interest expense $ 79 $ 657 $ 736 $ 216 $ 1,991 $ 2,207 Amortization of debt discounts 5 37 42 13 113 126 Amortization of deferred financing offering costs 3 116 119 8 350 358 Total convertible notes interest expense $ 590 $ 1,416 $ 2,006 $ 740 $ 3,060 $ 3,800 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 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 $ 31,974 $ — $ — $ 31,974 December 31, 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 $ 34,474 $ — $ — $ 34,474 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 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 both June 30, 2022 and December 31, 2021, the accrued Annual Minimum Commitment was $1,200. 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 14% and 15% at June 30, 2022 and 11% at December 31, 2021. 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 June 30, 2022, the fair value of the liability would increase by $3,226. 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 six months ended June 30, 2022: December 31, 2021 Transfers in (out) Change in fair value recognized in earnings June 30, 2022 Liabilities Bookings Commitment 34,474 — (2,500) 31,974 $ 34,474 $ — $ (2,500) $ 31,974 Fair Value of Convertible Notes held at amortized cost As of June 30, 2022 and December 31, 2021, the fair value and carrying value of the Company's Convertible 2021 Notes were: Fair value Carrying value Face value 2021 Notes Balance as of June 30, 2022 Related party $ 43,886 $ 62,301 $ 62,500 Others 52,664 74,643 75,000 $ 96,550 $ 136,944 $ 137,500 Balance as of December 31, 2021 Related party $ 51,466 $ 62,268 $ 62,500 Others 61,760 74,603 75,000 $ 113,226 $ 136,871 $ 137,500 The fair value of the 2021 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 | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for corporate offices, data centers, and certain equipment. The Company's leases have lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. Options to extend are included in the lease term where the Company is reasonably certain to exercise the options. Variable payments on the Company's leases are expensed as incurred, as they do not depend on an index or rate. The Company concluded certain leases for data centers had a term of less than 1 year at inception, as arrangements are only renewed following marketplace assessments and negotiations with vendors. Future minimum lease payments under the Company's operating leases at June 30, 2022 were: Maturity Analysis Amounts Remainder of 2022 $ 1,345 2023 2,679 2024 2,524 2025 671 2026 604 2027 427 Thereafter 660 Total future minimum lease payments 8,910 Less: imputed interest (1,767) Total $ 7,143 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 2,002 Operating lease liabilities 5,141 $ 7,143 In June 2022, the Company entered into a sublease for 27 percent of our Boston office space which is expected to commence in September 2022. We recorded an ROU asset impairment charge in the three months ended June 30, 2022 of $208, which was the amount by which the carrying value of the ROU asset allocated to the sublease exceeded the fair value. We estimated the fair value of the ROU asset using an income approach based on the net present value of the sublease rental income during the sublease term. The ROU asset impairment charge is included in other income (expense), net. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company's principal commitments consist of obligations under its outstanding debt obligations, non-cancelable leases for its office space 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 16). 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. 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 16, 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 (see Note 8). Indenture Obligations Under Convertible Notes 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 16). During the six months ended June 30, 2022, the Company made payments of approximately $162 for the amounts purchased related to the unconditional purchase obligations for the ERP implementation project. As of June 30, 2022, the Company has fulfilled its share of the unconditional purchase obligations for the ERP implementation project. Regulatory Matter 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 23, 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 by the Company. On September 10, 2020, the Court entered an order granting final approval of the settlement, and the order and 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, 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. 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. 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 District Court granted defendant’s motion to dismiss the amended complaint in full with prejudice. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The benefit for income taxes for the three and six months ended June 30, 2022 from continuing operations was a benefit of $29 and a benefit of $9, respectively. The provision for (benefit from) income taxes for the three and six months ended June 30, 2021 from continuing operations was a provision of $6 and a benefit of $2, respectively. The provision for (benefit from) income taxes for the three and six months ended June 30, 2022 and 2021 from continuing operations included an income tax provision for (benefit from) the consolidated group based on an estimated annual effective tax rate. The effective tax rates for the three and six months ended June 30, 2022 from continuing operations were a benefit of 0.20% and a benefit of 0.02%, respectively. The effective tax rates for the three and six months ended June 30, 2021 from continuing operations were a provision of 0.04% and a benefit of 0.01%, respectively. The effective tax rates for the three and six months ended June 30, 2022 and 2021 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, 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 June 30, 2022, and December 31, 2021, there were no outstanding shares of preferred stock. On April 13, 2021, the Company exchanged with Cambridge and Highbridge, $10,000 principal of the 2016 Notes ($5,000 with each party), for 1,689,189 and 1,926,781 common shares, respectively. On November 12, 2021, the Company entered into a certain Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) relating to shares of our common stock, $0.0001 par value per share, offered pursuant to an effective shelf registration statement on Form S-3 that was declared effective on May 6, 2021. In accordance with the terms of the Sale Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $30,000 from time to time through Jefferies acting as our agent. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Stock options: Cost of revenue 8 42 68 84 Selling, general and administrative 1,135 570 2,275 1,268 Research and development 80 105 221 203 Total stock options stock-based compensation expense 1,223 717 2,564 1,555 Restricted stock units: Selling, general and administrative 27 25 54 74 Total restricted stock units stock-based compensation expense 27 25 54 74 Related party share based payments: Selling, general and administrative 12 67 24 67 Research and development 1 46 11 46 Total related party stock-based compensation expense 13 113 35 113 Total stock-based compensation expense 1,263 855 2,653 1,742 Amount capitalized to internal-use software 26 32 53 57 Total stock-based compensation cost $ 1,289 $ 887 $ 2,706 $ 1,799 2016 Equity Incentive Plan In May and June of 2016, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2016 Equity Incentive Plan (the "2016 Plan”) in connection with the Company’s IPO. The 2016 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants. In April 2018, the Company’s Board of Directors adopted and, in June 2018, the Company’s stockholders approved an amendment to the 2016 Plan, to reserve a further 6,800,000 shares of common stock for issuance pursuant to the 2016 Plan. In May 2020, the Company’s stockholders approved an amendment to the 2016 Plan, to reserve a further 12,000,000 shares of common stock for issuance pursuant to the 2016 Plan. In June 2022, the Company's stockholders approved an amendment to the 2016 Plan, to reserve a further 3,000,000 shares of common stock for issuance pursuant to the 2016 Plan. Following the approval of the amendments, a total of 27,800,000 shares of common stock were reserved for issuance pursuant to the 2016 Plan. Stock Options The following table summarizes the activity related to stock options during the three and six months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2021 14,475,636 $ 2.06 Exercised (45,000) $ 0.55 Forfeited (118,750) $ 3.60 Stock options outstanding - March 31, 2022 14,311,886 $ 2.05 Granted 300,000 $ 0.58 Forfeited (247,500) $ 2.43 Stock options outstanding - June 30, 2022 14,364,386 $ 2.01 Stock options exercisable - June 30, 2022 4,720,636 $ 1.46 As of June 30, 2022, the Company had $9,844 of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 1.7 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 six months ended June 30, 2022: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2021 119,705 $ 1.81 Vested (59,852) $ 1.81 Unvested restricted stock units outstanding - March 31, 2022 59,853 $ 1.81 Unvested restricted stock units outstanding - June 30, 2022 59,853 $ 1.81 Vested and exercisable - June 30, 2022 59,852 $ 1.81 Vested and unvested restricted stock units outstanding - June 30, 2022 119,705 $ 1.81 As of June 30, 2022, the Company had $75 of unrecognized stock-based compensation expense related to restricted stock units. This cost is expected to be recognized over a weighted-average period of 0.7 years. During the six months ended June 30, 2022, the Company issued 0 shares of common stock to participants of the 2016 Plan based in the United States. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock attributable to NantHealth for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 Common Stock Common Stock Common Stock Common Stock Net loss per share numerator: Net loss from continuing operations $ (12,512) $ (15,450) $ (28,462) $ (30,954) Net loss attributable to noncontrolling interests — (128) (219) Net loss from continuing operations attributable to NantHealth (12,512) (15,322) (28,462) (30,735) Income from discontinued operations attributable to NantHealth — 19 — 24 Net loss attributable to NantHealth for basic and diluted net loss per share $ (12,512) $ (15,303) $ (28,462) $ (30,711) Weighted-average shares for basic and diluted net loss per share 115,550,244 114,512,542 115,535,822 112,924,619 Basic and diluted net loss per share attributable to NantHealth: Total net loss per share - common stock $ (0.11) $ (0.13) $ (0.25) $ (0.27) 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: June 30, 2022 2021 Unvested and vested and unissued restricted stock units 119,705 119,705 Unexercised stock options 14,364,386 9,448,724 Convertible notes 35,732,853 36,515,562 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022, the Company incurred $387 and $152, respectively, from selling, general and administrative expenses for services provided to the Company by NantWorks and affiliates, net of services provided to NantWorks and affiliates by the Company. During the three and six months ended June 30, 2021, the Company incurred $201 and $307, respectively, from selling, general and administrative expenses for services provided to the Company by NantWorks and affiliates, net of services provided to NantWorks and affiliates by the Company. Nant Capital Note Purchase Agreement On April 13, 2021, the Company entered into a Note Purchase Agreement with Nant Capital to issue and sell $62,500 in aggregate principal amount of its 2021 Notes (see Note 8). The accrued and unpaid interest on the 2021 Notes held by Nant Capital was $586 and $586 at June 30, 2022 and December 31, 2021, respectively, and was included as part of current related party payables, net in the Consolidated Balance Sheets. Related Party Receivables and Payables As of June 30, 2022 and December 31, 2021, the Company had related party receivables of $1,517 and $1,518, respectively, primarily consisting of a receivable from Ziosoft KK of $1,144 in both periods, which was related to the sale of Qi Imaging. As of June 30, 2022 and December 31, 2021, the Company had related party payables and related party liabilities of $44,933 and $43,439, respectively, which primarily relate to interest payable on the $112,666 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. 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 noncancellable 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 June 30, 2022 and December 31, 2021, the Company had no outstanding related party payables under the Second Amended Reseller Agreement. During the three and six months ended June 30, 2022 and June 30, 2021, no direct costs were recorded as cost of revenue related to the Second Amended Reseller Agreement. Related Party Promissory Notes In January 2016, we executed a demand promissory note with Nant Capital (the "Nant Capital Note"), a personal investment vehicle for Dr. Soon-Shiong, our Chairman and CEO. As of June 30, 2022, the total advances made by Nant Capital to us pursuant to the note was approximately $112,666. On May 9, 2016, the Nant Capital Note was amended and restated to provide that all outstanding principal and accrued and unpaid 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, we entered into a Second Amended and Restated Promissory Note which amended and restated the Amended and Restated Promissory Note, dated May 9, 2016, between us and Nant Capital, to, among other things, extend the maturity date of the Nant Capital Note to June 15, 2022 and to subordinate the Nant Capital Note in right of payment to the 2016 Notes. The Nant Capital Note bears interest at a per annum rate of 5.0% compounded annually and computed on the basis of the actual number of days in the year. When a repayment is made, Nant Capital has the option, but not the obligation, to require us to repay any such amount in cash, Series A-2 units of NantOmics (based on a per unit price of $1.484 held by us, shares of our 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 April 27, 2021, in connection with the issuance of the 2021 Notes, we 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 16, 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 June 30, 2022 and December 31, 2021, the total principal and interest outstanding on the promissory note amounted to $154,685 and $150,944, respectively. The accrued and unpaid interest on the promissory note as of June 30, 2022 and December 31, 2021 was $42,019 and $38,278, respectively, included as part of noncurrent related party liabilities in the Consolidated Balance Sheets. On March 3, 2017, NantHealth Labs (formerly Liquid Genomics, Inc.), executed a promissory note with NantWorks. The principal amount of the advance made by NantWorks totaled $250 as of June 30, 2022 and December 31, 2021. On June 30, 2017, the promissory note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due on demand. The note bears interest at a per annum rate of 5.0%, compounded annually. As of June 30, 2022 and December 31, 2021, the total interest outstanding on this note amounted to $74 and $66, respectively, and is included in related party payables, net. 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 us to request advances up to a maximum commitment of $125,000 that bears interest at a per annum rate of 5.50%, 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 includes customary negative covenants. 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 promissory note in right of payment to the 2021 Notes. As of June 30, 2022, no advances had been made under the promissory note. As of June 30, 2022, the Company was in compliance with the covenants. 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. 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, including certain NantHealth employees working on behalf of ImmunityBio, which vest 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 $13 and $35 for t he three and six months ended June 30, 2022, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event The Company has evaluated subsequent events that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On August 3, 2022 the Company received approval from Nant Capital for a $6,000 advance on its Second Amended and Restated Promissory Note, which matures on December 31, 2026. The note allows the Company to request advances up to a maximum commitment of $125,000 and bears interest at a per annum rate of 5.50%. As of June 30, 2022, no advances had been made under the promissory note. As of June 30, 2022, the Company was in compliance with the covenants (see to Note 16). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 unaudited 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 unaudited Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended December 31, 2021. The accompanying Consolidated Balance Sheet as of December 31, 2021 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 the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. The estimates and assumptions used in the accompanying unaudited Consolidated Financial Statements are based upon management’s evaluation of the relevant facts and circumstances at the balance sheet date. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, accounts receivable allowance, useful lives of long-lived assets and intangible assets, income taxes, stock-based compensation, impairment of long-lived assets and intangible assets, and the expected performance against minimum reseller commitments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. |
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 Pronouncements | 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 for smaller reporting companies and must be adopted as a cumulative effect adjustment to retained earnings. Early adoption is permitted. The Company is still evaluating the effects of this ASU. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not have, nor are believed by management to have, a material impact on the Company's present or future Consolidated Financial Statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Prepaid expenses $ 2,052 $ 2,256 Restricted cash 1,180 1,180 Other current assets 396 574 Prepaid expenses and other current assets $ 3,628 $ 4,010 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Payroll and related costs $ 5,602 $ 8,545 Accrued liabilities 2,264 2,640 Bookings Commitment (see Note 9) 1,679 1,661 Interest payable 703 703 Operating lease liabilities 2,002 1,912 Other accrued and other current liabilities 1,062 897 Accrued and other current liabilities $ 13,312 $ 16,358 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Computer equipment and software $ 7,596 $ 9,267 Furniture and equipment 1,055 1,060 Leasehold improvements 3,778 3,821 Property, plant, and equipment, excluding internal-use software, gross 12,429 14,148 Less: Accumulated depreciation and amortization (10,147) (10,857) Property, plant and equipment, excluding internal-use software, net 2,282 3,291 Internal-use software 45,942 43,314 Construction in progress - Internal-use software 1,368 1,082 Less: Accumulated depreciation and amortization, internal-use software (37,526) (35,321) Internal-use software, net 9,784 9,075 Property, plant and equipment, net $ 12,066 $ 12,366 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s definite-lived intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: June 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 (57,625) (53,161) Intangible assets, net $ 34,575 $ 39,039 |
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 June 30, 2022 is as follows: Amounts Remainder of 2022 $ 4,466 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,866 Total future intangible amortization expense $ 34,575 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The following table summarizes how the issuance of the 2021 Notes is reflected in the Company's Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. Related Party Others Total Balance as of June 30, 2022 Gross proceeds $ 62,500 $ 75,000 $ 137,500 Unamortized debt discounts and deferred financing offering costs (199) (357) (556) Net carrying amount $ 62,301 $ 74,643 $ 136,944 Balance as of December 31, 2021 Gross proceeds $ 62,500 $ 75,000 $ 137,500 Unamortized debt discounts and deferred financing offering costs (232) (397) (629) Net carrying amount $ 62,268 $ 74,603 $ 136,871 |
Schedule of Interest Expense | The following tables set forth the Company's interest expense recognized in the Company's Consolidated Statements of Operations: Three Months Ended Six Months Ended 2021 Notes Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 703 $ 844 $ 1,547 $ 1,406 $ 1,688 $ 3,094 Amortization of deferred financing offering costs 17 19 36 34 39 73 Total convertible notes interest expense $ 720 $ 863 $ 1,583 $ 1,440 $ 1,727 $ 3,167 Three Months Ended Six Months Ended 2021 Notes Related Party Others Total Related Party Others Total Accrued coupon interest expense $ 492 $ 591 $ 1,083 $ 492 $ 591 $ 1,083 Amortization of deferred financing offering costs 11 15 26 11 15 26 2016 Notes Accrued coupon interest expense $ 79 $ 657 $ 736 $ 216 $ 1,991 $ 2,207 Amortization of debt discounts 5 37 42 13 113 126 Amortization of deferred financing offering costs 3 116 119 8 350 358 Total convertible notes interest expense $ 590 $ 1,416 $ 2,006 $ 740 $ 3,060 $ 3,800 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 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 $ 31,974 $ — $ — $ 31,974 December 31, 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 $ 34,474 $ — $ — $ 34,474 |
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 six months ended June 30, 2022: December 31, 2021 Transfers in (out) Change in fair value recognized in earnings June 30, 2022 Liabilities Bookings Commitment 34,474 — (2,500) 31,974 $ 34,474 $ — $ (2,500) $ 31,974 Fair Value of Convertible Notes held at amortized cost As of June 30, 2022 and December 31, 2021, the fair value and carrying value of the Company's Convertible 2021 Notes were: Fair value Carrying value Face value 2021 Notes Balance as of June 30, 2022 Related party $ 43,886 $ 62,301 $ 62,500 Others 52,664 74,643 75,000 $ 96,550 $ 136,944 $ 137,500 Balance as of December 31, 2021 Related party $ 51,466 $ 62,268 $ 62,500 Others 61,760 74,603 75,000 $ 113,226 $ 136,871 $ 137,500 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Operating Lease Maturities | Future minimum lease payments under the Company's operating leases at June 30, 2022 were: Maturity Analysis Amounts Remainder of 2022 $ 1,345 2023 2,679 2024 2,524 2025 671 2026 604 2027 427 Thereafter 660 Total future minimum lease payments 8,910 Less: imputed interest (1,767) Total $ 7,143 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 2,002 Operating lease liabilities 5,141 $ 7,143 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Stock options: Cost of revenue 8 42 68 84 Selling, general and administrative 1,135 570 2,275 1,268 Research and development 80 105 221 203 Total stock options stock-based compensation expense 1,223 717 2,564 1,555 Restricted stock units: Selling, general and administrative 27 25 54 74 Total restricted stock units stock-based compensation expense 27 25 54 74 Related party share based payments: Selling, general and administrative 12 67 24 67 Research and development 1 46 11 46 Total related party stock-based compensation expense 13 113 35 113 Total stock-based compensation expense 1,263 855 2,653 1,742 Amount capitalized to internal-use software 26 32 53 57 Total stock-based compensation cost $ 1,289 $ 887 $ 2,706 $ 1,799 |
Activity related to unvested stock options | The following table summarizes the activity related to stock options during the three and six months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Stock options outstanding - December 31, 2021 14,475,636 $ 2.06 Exercised (45,000) $ 0.55 Forfeited (118,750) $ 3.60 Stock options outstanding - March 31, 2022 14,311,886 $ 2.05 Granted 300,000 $ 0.58 Forfeited (247,500) $ 2.43 Stock options outstanding - June 30, 2022 14,364,386 $ 2.01 Stock options exercisable - June 30, 2022 4,720,636 $ 1.46 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activity related to the unvested restricted stock units during the three and six months ended June 30, 2022: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted stock units outstanding - December 31, 2021 119,705 $ 1.81 Vested (59,852) $ 1.81 Unvested restricted stock units outstanding - March 31, 2022 59,853 $ 1.81 Unvested restricted stock units outstanding - June 30, 2022 59,853 $ 1.81 Vested and exercisable - June 30, 2022 59,852 $ 1.81 Vested and unvested restricted stock units outstanding - June 30, 2022 119,705 $ 1.81 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock attributable to NantHealth for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 Common Stock Common Stock Common Stock Common Stock Net loss per share numerator: Net loss from continuing operations $ (12,512) $ (15,450) $ (28,462) $ (30,954) Net loss attributable to noncontrolling interests — (128) (219) Net loss from continuing operations attributable to NantHealth (12,512) (15,322) (28,462) (30,735) Income from discontinued operations attributable to NantHealth — 19 — 24 Net loss attributable to NantHealth for basic and diluted net loss per share $ (12,512) $ (15,303) $ (28,462) $ (30,711) Weighted-average shares for basic and diluted net loss per share 115,550,244 114,512,542 115,535,822 112,924,619 Basic and diluted net loss per share attributable to NantHealth: Total net loss per share - common stock $ (0.11) $ (0.13) $ (0.25) $ (0.27) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: June 30, 2022 2021 Unvested and vested and unissued restricted stock units 119,705 119,705 Unexercised stock options 14,364,386 9,448,724 Convertible notes 35,732,853 36,515,562 |
Description of Business and B_2
Description of Business and Basis of Presentation Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Aug. 31, 2021 | Aug. 08, 2018 | |
Affiliated Entity | ||
Business Acquisition [Line Items] | ||
Maximum commitment available on promissory note | $ 125,000 | |
OpenNMS | Chief Executive Officer | ||
Business Acquisition [Line Items] | ||
Outstanding shares purchased (in shares) | 241,485 | |
OpenNMS Assignment | ||
Business Acquisition [Line Items] | ||
Remaining percentage of voting interest acquired | 9% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 activity segment | |
Accounting Policies [Abstract] | |
Number of business activities | activity | 1 |
Number of reportable segments | segment | 1 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue recognized | $ 795 | $ 490 | $ 1,522 | $ 1,028 | |
Capitalized contract cost | 556 | 556 | $ 810 | ||
Amortization of contract costs | 93 | $ 155 | 235 | $ 315 | |
Unfulfilled performance obligations | $ 3,186 | $ 3,186 | |||
Description of timing of performance obligations | unfulfilled performance obligations that are expected to be fulfilled within 9 years. |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 3 | $ 2 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Other Current Assets And Other Current Liabilities [Abstract] | ||
Prepaid expenses | $ 2,052 | $ 2,256 |
Restricted cash | 1,180 | 1,180 |
Other current assets | 396 | 574 |
Prepaid expenses and other current assets | $ 3,628 | $ 4,010 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Other Current Assets And Other Current Liabilities [Abstract] | ||
Payroll and related costs | $ 5,602 | $ 8,545 |
Accrued liabilities | 2,264 | 2,640 |
Bookings Commitment | 1,679 | 1,661 |
Interest payable | 703 | 703 |
Operating lease liabilities | 2,002 | 1,912 |
Other accrued and other current liabilities | 1,062 | 897 |
Accrued and other current liabilities | $ 13,312 | $ 16,358 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, net | $ 12,066 | $ 12,066 | $ 12,366 | ||
Depreciation expense | 1,559 | $ 1,515 | 3,196 | $ 2,926 | |
Amount capitalized to internal use software | 1,713 | 742 | 2,919 | 1,632 | |
Property, plant, and equipment, excluding internal-use software, gross | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 12,429 | 12,429 | 14,148 | ||
Less: Accumulated depreciation and amortization | (10,147) | (10,147) | (10,857) | ||
Property, plant, and equipment, net | 2,282 | 2,282 | 3,291 | ||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 7,596 | 7,596 | 9,267 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 1,055 | 1,055 | 1,060 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 3,778 | 3,778 | 3,821 | ||
Internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 45,942 | 45,942 | 43,314 | ||
Less: Accumulated depreciation and amortization | (37,526) | (37,526) | (35,321) | ||
Construction in progress - Internal-use software | 1,368 | 1,368 | 1,082 | ||
Property, plant, and equipment, net | 9,784 | 9,784 | $ 9,075 | ||
Depreciation expense | $ 1,078 | $ 1,022 | $ 2,206 | $ 2,011 |
Intangible Assets, net Schedule
Intangible Assets, net Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 92,200 | $ 92,200 |
Less: Accumulated amortization | (57,625) | (53,161) |
Intangible assets, net | 34,575 | 39,039 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 53,000 | 53,000 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 34,500 | 34,500 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,300 | 3,300 |
Installed user base | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,400 | $ 1,400 |
Intangible Assets, net Narrativ
Intangible Assets, net Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2,233 | $ 2,232 | $ 4,465 | $ 4,464 |
Intangible Assets, net Schedu_2
Intangible Assets, net Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of fiscal year | $ 4,466 | |
2023 | 4,346 | |
2024 | 4,283 | |
2025 | 4,147 | |
2026 | 3,467 | |
Thereafter | 13,866 | |
Intangible assets, net | $ 34,575 | $ 39,039 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||
May 25, 2021 USD ($) | Apr. 27, 2021 USD ($) day $ / shares shares | Apr. 13, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||
Repayment of convertible notes | $ 0 | $ 87,500 | |||||
Remaining term | 45 months 15 days | ||||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate on debt (in percentage) | 4.50% | 5.50% | |||||
Face value | $ 137,500 | $ 137,500 | |||||
4.50% Convertible Senior Notes Due 2026 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate on debt (in percentage) | 4.50% | 4.50% | |||||
Face value | $ 137,500 | ||||||
Net proceeds from debt offering | $ 136,772 | ||||||
Debt issuance costs | $ 610 | ||||||
Effective interest rate | 4.61% | ||||||
Shares converted per dollar (in shares) | shares | 259.8753 | ||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 3.85 | ||||||
Threshold percentage of stock price trigger | 130% | ||||||
Threshold of trading days | day | 20 | ||||||
Threshold consecutive trading days | day | 30 | ||||||
Redemption price as a percentage of principal | 100% | ||||||
Percent of principal | 100% | ||||||
Principal outstanding to restrict future indebtedness | $ 25,000 | ||||||
4.50% Convertible Senior Notes Due 2026 | Convertible Debt | Nant Capital | |||||||
Debt Instrument [Line Items] | |||||||
Net proceeds from debt offering | 62,223 | ||||||
4.50% Convertible Senior Notes Due 2026 | Convertible Debt | Highbridge Capital Management | |||||||
Debt Instrument [Line Items] | |||||||
Net proceeds from debt offering | 74,549 | ||||||
Debt issuance costs | $ 118 | ||||||
Initial Purchasers Agreement | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of convertible notes | $ 55,555 | 31,945 | |||||
Initial purchasers' discount and debt issuance costs | $ 1,358 | $ 644 |
Convertible Notes - Summary of
Convertible Notes - Summary of Issuance of Convertible Debt (Details) - Convertible Debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Gross proceeds | $ 137,500 | $ 137,500 |
Unamortized debt discounts and deferred financing offering costs | (556) | (629) |
Net carrying amount | 136,944 | 136,871 |
Related Party | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 62,500 | 62,500 |
Unamortized debt discounts and deferred financing offering costs | (199) | (232) |
Net carrying amount | 62,301 | 62,268 |
Others | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 75,000 | 75,000 |
Unamortized debt discounts and deferred financing offering costs | (357) | (397) |
Net carrying amount | $ 74,643 | $ 74,603 |
Convertible Notes - Interest Ex
Convertible Notes - Interest Expense Incurred (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total convertible notes interest expense | $ 2,006 | $ 3,800 | ||
Related Party | ||||
Debt Instrument [Line Items] | ||||
Total convertible notes interest expense | 590 | 740 | ||
Others | ||||
Debt Instrument [Line Items] | ||||
Total convertible notes interest expense | 1,416 | 3,060 | ||
4.50% Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | $ 1,547 | 1,083 | $ 3,094 | 1,083 |
Amortization of deferred financing offering costs | 36 | 26 | 73 | 26 |
Total convertible notes interest expense | 1,583 | 3,167 | ||
4.50% Convertible Senior Notes Due 2026 | Related Party | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 703 | 492 | 1,406 | 492 |
Amortization of deferred financing offering costs | 17 | 11 | 34 | 11 |
Total convertible notes interest expense | 720 | 1,440 | ||
4.50% Convertible Senior Notes Due 2026 | Others | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 844 | 591 | 1,688 | 591 |
Amortization of deferred financing offering costs | 19 | 15 | 39 | 15 |
Total convertible notes interest expense | $ 863 | $ 1,727 | ||
Initial Purchasers Agreement | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 736 | 2,207 | ||
Amortization of debt discounts | 42 | 126 | ||
Amortization of deferred financing offering costs | 119 | 358 | ||
Initial Purchasers Agreement | Related Party | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 79 | 216 | ||
Amortization of debt discounts | 5 | 13 | ||
Amortization of deferred financing offering costs | 3 | 8 | ||
Initial Purchasers Agreement | Others | ||||
Debt Instrument [Line Items] | ||||
Accrued coupon interest expense | 657 | 1,991 | ||
Amortization of debt discounts | 37 | 113 | ||
Amortization of deferred financing offering costs | $ 116 | $ 350 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities | ||
Bookings Commitment | $ 1,679 | $ 1,661 |
Recurring basis | ||
Liabilities | ||
Bookings Commitment | 31,974 | 34,474 |
Recurring basis | Quoted price in active markets for identical assets (Level 1) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Liabilities | ||
Bookings Commitment | $ 31,974 | $ 34,474 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 30, 2017 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Minimum booking commitments | $ 95,000 | ||
Bookings commitment period | 10 years | 10 years | |
Bookings commitment annual minimum | $ 500 | ||
Booking commitments current annual accrual | $ 1,200 | $ 1,200 | |
Percentage of shortfall payable | 70% | ||
Commission percentage | 30% | ||
Cost of debt range used for discounting | 11% | ||
Sensitivity analysis, adverse change in discount rate | 2% | ||
Impact of adverse change in discount rate | $ 3,226 | ||
Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cost of debt range used for discounting | 14% | ||
Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cost of debt range used for discounting | 15% |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of Level 3 Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 34,474 |
Transfers in (out) | 0 |
Change in fair value | (2,500) |
Ending balance | 31,974 |
Bookings Commitment | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 34,474 |
Transfers in (out) | 0 |
Change in fair value | (2,500) |
Ending balance | $ 31,974 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt (Details) - Convertible Debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Face value | $ 137,500 | $ 137,500 |
Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 96,550 | 113,226 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 136,944 | 136,871 |
Related Party | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Face value | 62,500 | 62,500 |
Related Party | Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 43,886 | 51,466 |
Related Party | Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 62,301 | 62,268 |
Others | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Face value | 75,000 | 75,000 |
Others | Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 52,664 | 61,760 |
Others | Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 74,643 | $ 74,603 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Renewal term | 5 years | 5 years | |
Term for option to terminate leases | 1 year | ||
Sublease, percent of office space | 27% | 27% | |
Impairment charge | $ 208 | $ 208 | $ 0 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Original lease term | 1 year | 1 year | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Original lease term | 11 years | 11 years |
Leases Operating Lease Maturity
Leases Operating Lease Maturity Analysis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 1,345 | |
2023 | 2,679 | |
2024 | 2,524 | |
2025 | 671 | |
2026 | 604 | |
2027 | 427 | |
Thereafter | 660 | |
Total future minimum lease payments | 8,910 | |
Less: imputed interest | (1,767) | |
Total | 7,143 | |
As reported in the Consolidated Balance Sheet | ||
Accrued and other current liabilities | 2,002 | $ 1,912 |
Operating lease liabilities | $ 5,141 | $ 6,248 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Apr. 27, 2021 USD ($) day | Oct. 23, 2019 USD ($) | Apr. 30, 2018 claim | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 13, 2021 | Dec. 31, 2016 | Jan. 04, 2016 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Related party promissory note | $ 112,666 | $ 112,666 | ||||||
Payments for amounts purchased under unconditional purchase obligations | 162 | |||||||
Claims filed | claim | 2 | |||||||
Securities and Derivative Litigation Member | ||||||||
Related Party Transaction [Line Items] | ||||||||
Litigation settlement | $ 16,500 | |||||||
Affiliated Entity | Promissory Notes With NantCapital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party promissory note | $ 154,685 | $ 150,944 | $ 112,666 | |||||
Convertible Debt | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate on debt | 4.50% | 5.50% | ||||||
Convertible Debt | 4.50% Convertible Senior Notes Due 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
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% | |||||||
Dollar amount of maximum default | $ 17,500 | |||||||
Number of days in which to rescind or annull failure to pay or default | day | 30 | |||||||
Redemption price as a percentage of principal | 100% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ (29) | $ 6 | $ (9) | $ (2) |
Effective tax rate | (0.20%) | 0.04% | (0.02%) | (0.01%) |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Apr. 13, 2021 USD ($) shares | Jun. 30, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 12, 2021 USD ($) $ / shares | |
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 | $ 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 | ||
Cambridge Purchase Agreement | ||||
Debt Instrument [Line Items] | ||||
Number of shares related party promissory note converted (in shares) | 1,689,189 | |||
Highbridge Capital Management | ||||
Debt Instrument [Line Items] | ||||
Number of shares related party promissory note converted (in shares) | 1,926,781 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of convertible debt converted | $ | $ 10 | |||
Convertible Debt | Cambridge Purchase Agreement | ||||
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ | 5 | |||
Convertible Debt | Highbridge Capital Management | ||||
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ | $ 5 | |||
Open Market Sales Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate offering price | $ | $ 30 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,263 | $ 855 | $ 2,653 | $ 1,742 |
Amount capitalized to internal-use software | 26 | 32 | 53 | 57 |
Total stock-based compensation cost | 1,289 | 887 | 2,706 | 1,799 |
Stock options: | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,223 | 717 | 2,564 | 1,555 |
Stock options: | Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 8 | 42 | 68 | 84 |
Stock options: | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,135 | 570 | 2,275 | 1,268 |
Stock options: | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 80 | 105 | 221 | 203 |
Restricted stock units: | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 27 | 25 | 54 | 74 |
Restricted stock units: | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 27 | 25 | 54 | 74 |
Common Stock | Related Party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 13 | 113 | 35 | 113 |
Common Stock | Selling, general and administrative | Related Party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 12 | 67 | 24 | 67 |
Common Stock | Research and development | Related Party | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1 | $ 46 | $ 11 | $ 46 |
Stock-Based Compensation - Acti
Stock-Based Compensation - Activity of Stock based Compensation Units (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Number of Shares | ||
Stock options outstanding, beginning balance (in shares) | 14,311,886 | 14,475,636 |
Exercised (in shares) | (45,000) | |
Granted (in shares) | 300,000 | |
Forfeited (in shares) | (247,500) | (118,750) |
Stock options outstanding, ending balance (in shares) | 14,364,386 | 14,311,886 |
Stock options exercisable (in shares) | 4,720,636 | |
Weighted-Average Exercise Price | ||
Stock options outstanding, beginning balance (in dollars per share) | $ 2.05 | $ 2.06 |
Exercised (in dollars per share) | 0.55 | |
Granted (in dollars per share) | 0.58 | |
Forfeited (in dollars per share) | 2.43 | 3.60 |
Stock options outstanding, ending balance (in dollars per share) | 2.01 | $ 2.05 |
Stock options exercisable (in dollars per share) | $ 1.46 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | May 31, 2020 | Jun. 30, 2018 | Jun. 30, 2022 | |
Stock options: | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 9,844 | $ 9,844 | ||
Weighted average period of recognition for stock based compensation expense recognition (in years) | 1 year 8 months 12 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 75 | $ 75 | ||
Weighted average period of recognition for stock based compensation expense recognition (in years) | 8 months 12 days | |||
The 2016 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized (in shares) | 3,000,000 | 12,000,000 | 6,800,000 | |
Number of shares authorized (in shares) | 27,800,000 | 27,800,000 | ||
The 2016 Equity Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock issued (in shares) | 0 |
Stock-Based Compensation - Ac_2
Stock-Based Compensation - Activity of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | |
Number of Units | ||
Unvested units outstanding, beginning balance (in units) | 119,705 | |
Vested (in units) | (59,852) | |
Unvested units outstanding, ending balance (in units) | 59,853 | |
Unvested units outstanding (in units) | 59,853 | 59,853 |
Vested and exercisable (in units) | 59,852 | |
Vested and unvested restricted units outstanding, end of period (in shares) | 119,705 | |
Weighted-Average Grant Date Fair Value | ||
Unvested units outstanding, beginning balance (usd per unit) | $ 1.81 | |
Vested (in dollars per unit) | 1.81 | |
Unvested units outstanding, ending balance (usd per unit) | 1.81 | |
Unvested restricted stock units outstanding (in dollars per unit) | $ 1.81 | $ 1.81 |
Vested and exercisable, end of period (in dollars per share) | 1.81 | |
Vested and unvested restricted units outstanding, end of period (in dollars per share) | $ 1.81 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliations of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net loss per share numerator: | ||||
Net loss from continuing operations | $ (12,512) | $ (15,450) | $ (28,462) | $ (30,954) |
Net loss attributable to noncontrolling interests | 0 | (128) | (219) | |
Net loss from continuing operations attributable to NantHealth | (12,512) | (15,322) | (28,462) | (30,735) |
Income from discontinued operations attributable to NantHealth | 0 | 19 | 0 | 24 |
Net loss attributable to NantHealth | $ (12,512) | $ (15,303) | $ (28,462) | $ (30,711) |
Weighted Average Number of Shares | ||||
Weighted-average shares for basic net income (loss) per share (in shares) | 115,550,244 | 114,512,542 | 115,535,822 | 112,924,619 |
Basic and diluted net loss per share attributable to NantHealth: | ||||
Total net loss per share - common stock, basic (in dollars per share) | $ (0.11) | $ (0.13) | $ (0.25) | $ (0.27) |
Total net loss per share - common stock, diluted (in dollars per share) | $ (0.11) | $ (0.13) | $ (0.25) | $ (0.27) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Unvested and vested and unissued 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 | 119,705 |
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) | 14,364,386 | 9,448,724 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 35,732,853 | 36,515,562 |
Related Party Transactions - Na
Related Party Transactions - Nanthealth Shared Services Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
NantWorks | Shared services agreement | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction | $ 387 | $ 201 | $ 152 | $ 307 |
Related Party Transactions - _2
Related Party Transactions - Nant Capital Note Purchase Agreement (Details) - USD ($) $ in Thousands | Apr. 13, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Interest payable | $ 703 | $ 703 | |
4.50% Convertible Senior Notes Due 2026 | Convertible Debt | Nant Capital | |||
Related Party Transaction [Line Items] | |||
Proceeds from issuance of notes | $ 62,500 | ||
Interest payable | $ 586 | $ 586 |
Related Party Transactions - Re
Related Party Transactions - Related Party Receivables and Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 04, 2016 |
Related Party Transaction [Line Items] | |||
Related party receivables | $ 1,517 | $ 1,518 | |
Related party payables, net of receivables balances including related party liabilities | 44,933 | 43,439 | |
Related party promissory note | 112,666 | 112,666 | |
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 | 1,144 | |
Promissory Notes With NantCapital | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Related party promissory note | $ 154,685 | $ 150,944 | $ 112,666 |
Related Party Transactions - Am
Related Party Transactions - Amended Reseller Agreement (Details) - Reseller agreement $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 19, 2015 USD ($) test term | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Assignment agreement term | 5 years 6 months | |||||
Equity Method Investee | ||||||
Related Party Transaction [Line Items] | ||||||
Number of renewals | term | 3 | |||||
Renewal term | 3 years | |||||
Number of tests to qualify for first renewal option | test | 300,000 | |||||
Number of tests to qualify for second renewal option | test | 570,000 | |||||
Number of tests to qualify for third renewal option | test | 760,000 | |||||
Annual minimum fees, tier one | $ | $ 2,000 | |||||
Related party payables | $ | $ 0 | $ 0 | $ 0 | |||
Cost of revenue | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions - _3
Related Party Transactions - Related Party Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 03, 2022 | Aug. 08, 2018 | Jun. 30, 2017 | Jan. 04, 2016 | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Related party promissory note | $ 112,666 | $ 112,666 | ||||
Interest payable | 703 | 703 | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Interest bearing on related promissory note | 5.50% | |||||
Maximum commitment available on promissory note | $ 125,000 | |||||
Affiliated Entity | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Interest bearing on related promissory note | 5.50% | |||||
Maximum commitment available on promissory note | $ 125,000 | |||||
Advances made on note | $ 6,000 | |||||
Promissory Notes With NantCapital | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Related party promissory note | $ 112,666 | 154,685 | 150,944 | |||
Interest bearing on related promissory note | 5% | |||||
Per share price of shares to settle debt (usd per share) | $ 1.484 | |||||
Per share price of stock shares to repay debt (usd per share) | $ 18.6126 | |||||
Interest payable | 42,019 | 38,278 | ||||
Promissory Notes With NantWorks | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Related party promissory note | 250 | 250 | ||||
Interest bearing on related promissory note | 5% | |||||
Interest payable | $ 74 | $ 66 |
Related Party Transactions - _4
Related Party Transactions - Related Party Share-based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Compensation expense post-acquisition | $ 1,263 | $ 855 | $ 2,653 | $ 1,742 |
Common Stock | Convertible Debt, Related Party | ||||
Related Party Transaction [Line Items] | ||||
Compensation expense post-acquisition | $ 13 | $ 113 | $ 35 | $ 113 |
Subsequent Events (Details)
Subsequent Events (Details) - Affiliated Entity - USD ($) $ in Thousands | Aug. 03, 2022 | Aug. 08, 2018 |
Subsequent Event [Line Items] | ||
Maximum commitment available on promissory note | $ 125,000 | |
Interest bearing on related promissory note | 5.50% | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Advances made on note | $ 6,000 | |
Maximum commitment available on promissory note | $ 125,000 | |
Interest bearing on related promissory note | 5.50% |
Uncategorized Items - nh-202206
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 Retrospective [Member] |