Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-37792 | ||
Entity Registrant Name | NantHealth, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3019889 | ||
Entity Address, Address Line One | 3000 RDU Center Drive, Suite 200 | ||
Entity Address, Postal Zip Code | 27500 | ||
Entity Address, City or Town | Morrisville, | ||
Entity Address, State or Province | NC | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 99 | ||
Entity Common Stock, Shares Outstanding | 115,520,244 | ||
Documents Incorporated by Reference | As noted herein, the information called for by Part III is incorporated by reference to specified portions of the Registrant’s definitive proxy statement to be filed in conjunction with the Registrant’s 2022 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the Registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001566469 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 29,084 | $ 22,787 |
Accounts receivable, net | 5,810 | 3,273 |
Related party receivables, net | 506 | 1,031 |
Prepaid expenses and other current assets | 4,010 | 3,504 |
Total current assets | 39,410 | 30,595 |
Property, plant and equipment, net | 12,366 | 13,102 |
Goodwill | 98,333 | 98,333 |
Intangible assets, net | 39,039 | 47,969 |
Related party receivable, net of current | 1,012 | 823 |
Operating lease right-of-use assets | 6,048 | 7,539 |
Other assets | 1,620 | 1,927 |
Total assets | 197,828 | 200,288 |
Current liabilities | ||
Accounts payable | 3,204 | 5,122 |
Accrued and other current liabilities | 16,358 | 13,975 |
Deferred revenue | 2,440 | 1,166 |
Related party payables, net | 5,161 | 4,238 |
Notes payable | 782 | 268 |
Related party convertible note, net | 0 | 9,411 |
Convertible notes, net | 0 | 90,578 |
Total current liabilities | 27,945 | 124,758 |
Deferred revenue, net of current | 2,024 | 393 |
Related party liabilities | 38,278 | 31,091 |
Related party promissory note | 112,666 | 112,666 |
Related party convertible note, net | 62,268 | 0 |
Convertible notes, net | 74,603 | 0 |
Deferred income taxes, net | 1,775 | 1,853 |
Operating lease liabilities | 6,248 | 8,170 |
Other liabilities | 34,013 | 32,757 |
Total liabilities | 359,820 | 311,688 |
Commitments and Contingencies (Note 14) | ||
Stockholders' deficit | ||
Common stock, $0.0001 par value per share, 750,000,000 shares authorized; 115,505,244 and 111,284,733 shares issued and outstanding at December 31, 2021 and 2020, respectively | 12 | 11 |
Additional paid-in capital | 891,105 | 891,583 |
Accumulated deficit | (1,052,897) | (1,003,210) |
Accumulated other comprehensive loss | (212) | (168) |
Total NantHealth stockholders' deficit | (161,992) | (111,784) |
Noncontrolling interests | 0 | 384 |
Total stockholders' deficit | (161,992) | (111,400) |
Total liabilities and stockholders' deficit | $ 197,828 | $ 200,288 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 750,000,000 | 750,000,000 |
Common stock issued (shares) | 115,505,244 | 111,284,733 |
Common stock outstanding (shares) | 115,505,244 | 111,284,733 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue | |||
Net revenue | $ 62,649 | $ 73,172 | |
Cost of Revenue | |||
Total cost of revenue | 27,807 | 29,226 | |
Gross profit | 34,842 | 43,946 | |
Operating Expenses | |||
Selling, general and administrative | 52,092 | 48,534 | |
Research and development | 19,707 | 17,274 | |
Amortization of acquisition-related assets | 3,942 | 3,676 | |
Impairment of intangible assets, including internal-use software | 0 | 729 | |
Total operating expenses | 75,741 | 70,213 | |
Loss from operations | (40,899) | (26,267) | |
Interest expense, net | (14,481) | (19,199) | |
Other expense, net | (3,089) | (10,824) | |
Loss from related party equity method investment | 0 | (31,702) | [1] |
Loss from continuing operations before income taxes | (58,469) | (87,992) | |
Provision for income taxes | 97 | 447 | |
Net loss from continuing operations | (58,566) | (88,439) | |
Income from discontinued operations, net of tax, attributable to NantHealth | 23 | 31,993 | |
Net loss | (58,543) | (56,446) | [1] |
Net loss attributable to noncontrolling interests | (284) | (120) | |
Net loss attributable to NantHealth | $ (58,259) | $ (56,326) | |
Basic and diluted net loss per share attributable to NantHealth: | |||
Continuing operations - common stock per basic share (in dollars per share) | $ (0.51) | $ (0.80) | |
Continuing operations - common stock per diluted share (in dollars per share) | (0.51) | (0.80) | |
Discontinued operations - common stock per basic share (in dollars per share) | 0 | 0.29 | |
Discontinued operations - common stock per diluted share (in dollars per share) | 0 | 0.29 | |
Total net loss per share - common stock, basic (in dollars per share) | (0.51) | (0.51) | |
Total net loss per share - common stock, diluted (in dollars per share) | $ (0.51) | $ (0.51) | |
Weighted average shares outstanding | |||
Basic - common stock (in shares) | 114,148,604 | 110,954,858 | |
Diluted - common stock (in shares) | 114,148,604 | 110,954,858 | |
Total software-related revenue | |||
Revenue | |||
Net revenue | $ 62,626 | $ 72,961 | |
Cost of Revenue | |||
Total cost of revenue | 27,679 | 28,188 | |
Software-as-a-service related | |||
Revenue | |||
Net revenue | 60,402 | 72,198 | |
Cost of Revenue | |||
Total cost of revenue | 21,503 | 23,056 | |
Maintenance | |||
Revenue | |||
Net revenue | 1,717 | 677 | |
Cost of Revenue | |||
Total cost of revenue | 1,174 | 361 | |
Professional services | |||
Revenue | |||
Net revenue | 507 | 86 | |
Cost of Revenue | |||
Total cost of revenue | 14 | 16 | |
Amortization of developed technologies | |||
Cost of Revenue | |||
Total cost of revenue | 4,988 | 4,755 | |
Other | |||
Revenue | |||
Net revenue | 23 | 211 | |
Cost of Revenue | |||
Total cost of revenue | $ 128 | $ 1,038 | |
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (58,543) | $ (56,446) | [1] |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustments | (44) | 51 | |
Total other comprehensive income (loss) | (44) | 51 | |
Comprehensive loss | (58,587) | (56,395) | |
Less: Comprehensive loss attributable to noncontrolling interests | (284) | (119) | |
Comprehensive loss attributable to NantHealth | $ (58,303) | $ (56,276) | |
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total NantHealth Stockholders' Deficit | Total NantHealth Stockholders' DeficitCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interest | |
Beginning balance (in shares) at Dec. 31, 2019 | 110,619,678 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ (57,136) | $ (57,136) | $ 11 | $ 889,955 | $ (946,884) | $ (218) | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 2,725 | 2,725 | 2,725 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes ( in shares) | 665,055 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (568) | (568) | (568) | |||||||||
Assignment of OpenNMS | (26) | (529) | (529) | 503 | ||||||||
Other comprehensive loss | 51 | 50 | 50 | 1 | ||||||||
Net loss | (56,446) | [1] | (56,326) | (56,326) | (120) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 111,284,733 | |||||||||||
Ending 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] | ||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 Retrospective [Member] | |||||||||||
Stock-based compensation expense | $ 4,005 | 4,005 | 4,005 | |||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes ( in shares) | 604,541 | |||||||||||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | 291 | 291 | 291 | |||||||||
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 | ||||||||
Purchase of noncontrolling interest | (556) | (456) | (456) | (100) | ||||||||
Other comprehensive loss | (44) | (44) | (44) | |||||||||
Net loss | (58,543) | (58,259) | (58,259) | (284) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 115,505,244 | |||||||||||
Ending balance at Dec. 31, 2021 | $ (161,992) | $ (161,992) | $ 12 | $ 891,105 | $ (1,052,897) | $ (212) | $ 0 | |||||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Cash flows from operating activities | ||||
Net loss | $ (58,543) | $ (56,446) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain on sale of businesses | 0 | (32,211) | [1] | |
Depreciation and amortization | 15,723 | 16,770 | [1] | |
Amortization of debt discounts and deferred financing offering cost | 623 | 6,477 | [1] | |
Change in fair value of derivatives liability | (4) | 4 | [1] | |
Impairment of intangible assets, including internal-use software | 0 | 729 | [1] | |
Change in fair value of Bookings Commitment | 2,323 | 11,168 | [1] | |
Stock-based compensation | 3,887 | 2,648 | [1] | |
Deferred income taxes, net | (78) | (23) | [1] | |
Provision for bad debt expense | 123 | 133 | [1] | |
Loss on Exchange and Prepayment of 2016 Notes | 742 | 0 | [1] | |
Loss from related party equity method investment | 0 | 31,702 | [1] | |
Changes in operating assets and liabilities | ||||
Accounts receivable, net | (2,660) | 4,786 | [1] | |
Inventories | 0 | (18) | [1] | |
Related party receivables, net | 336 | 77 | [1] | |
Prepaid expenses and other current assets | (104) | 15,143 | [1] | |
Accounts payable | (1,914) | 1,431 | [1] | |
Accrued and other current liabilities | 1,324 | (19,014) | [1] | |
Deferred revenue | 2,905 | (7,376) | [1] | |
Related party payables, net | 8,066 | 6,973 | [1] | |
Change in operating lease right-of-use assets and liabilities | (422) | (298) | [1] | |
Other assets and liabilities | (16) | 491 | [1] | |
Net cash used in operating activities | (27,689) | (16,854) | [1] | |
Cash flows from investing activities | ||||
Net proceeds from sale of the Connected Care Business | 0 | 46,401 | [1] | |
Assignment of OpenNMS, net of cash acquired (see Note 19) | 0 | (5,475) | [1] | |
Purchases of property and equipment, including internal-use software | (5,081) | (5,672) | [1] | |
Purchase of noncontrolling interest | (556) | 0 | [1] | |
Net cash provided by (used in) investing activities | (5,637) | 35,254 | [1] | |
Cash flows from financing activities | ||||
Proceeds from insurance promissory note | 2,324 | 1,855 | [1] | |
Repayments of insurance promissory note and notes payable | (1,810) | (1,842) | [1] | |
Proceeds from exercises of stock options | 291 | 171 | [1] | |
Payment of deferred financing costs, related party | (277) | 0 | [1] | |
Payment of deferred financing costs | (451) | 0 | [1] | |
Proceeds from related party convertible notes | 62,500 | 0 | [1] | |
Proceeds from convertible notes | 75,000 | 0 | [1] | |
Payment of convertible notes | (97,000) | 0 | [1] | |
Tax payments related to stock issued, net of stock withheld, for vested equity awards | 0 | (739) | [1] | |
Net cash provided by (used) in financing activities | 40,577 | (555) | [1] | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (11) | (62) | [1] | |
Net increase in cash, cash equivalents and restricted cash | 7,240 | 17,783 | [1] | |
Cash, cash equivalents and restricted cash, beginning of period | [1],[2] | 24,162 | 6,379 | |
Cash, cash equivalents and restricted cash, end of period | [2] | 31,402 | 24,162 | [1] |
Supplemental disclosure of cash flow information | ||||
Income taxes paid | 400 | 130 | ||
Interest paid | 5,628 | 5,912 | ||
Interest received | 0 | 68 | ||
Noncash transactions: | ||||
Purchases of property and equipment, including internal-use software | 118 | 323 | ||
Common stock issued in Exchange for 2016 Notes | $ 10,000 | $ 0 | ||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). | |||
[2] | Cash and cash equivalents included restricted cash of $2,318, $1,375, and $1,136 at December 31, 2021, 2020, and 2019, respectively. At December 31, 2021, restricted cash of $1,180 is included in prepaid expenses and other current assets and $1,138 is included in other assets. At December 31, 2020, restricted cash of $237 is included in prepaid expenses and other current assets and $1,138 is included in other assets. At December 31, 2019, restricted cash of $1,136 is included in other assets. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal related to the Company's security deposits in the form of standby letters of credit for leased facilities and funds held in an escrow account related to the sale of the Connected Care Business (see Note 4). No amounts have been drawn upon the letters of credit as of December 31, 2021. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted cash | $ 2,318 | $ 1,375 | $ 1,136 |
Prepaid Expenses and Other Current Assets [Member] | |||
Restricted cash | $ 1,180 | 237 | |
Other Assets | |||
Restricted cash | $ 1,138 | $ 1,136 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Nature of Business Nant Health, LLC was formed on July 7, 2010, as a Delaware limited liability company. On June 1, 2016, Nant Health, LLC converted into a Delaware corporation (the “LLC Conversion”) and changed its name to NantHealth, Inc. (“NantHealth”). NantHealth, together with its subsidiaries (the “Company”), is a healthcare IT company converging science and technology. The Company 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 February 3, 2020, the Company sold certain of its assets related to its Connected Care Business (see Note 4). This divestiture enables the Company to focus on its core competencies of clinical decision support, payer engagement and data analytics. On July 22, 2020, the Company acquired The OpenNMS Group, Inc. ("OpenNMS") pursuant to an assignment agreement with Cambridge Equities, L.P. ("Cambridge"), a related party (see Note 19). 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, SaaS, and AI technologies, providing customers with services to maintain reliable network connections for critical data flows that enable patient data collaboration and decision making at the point of care. At the same time, this transaction will allow the Company to expand penetration of OpenNMS services in the healthcare industry. As of December 31, 2021, the Company conducted the majority of its operations in the United States, Canada, and the United Kingdom. COVID-19 Pandemic In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a pandemic. In the same month, the President of the United States declared a State of National Emergency due to the COVID-19 outbreak. 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 our 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 our 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 Consolidated Financial Statements include the accounts of NantHealth and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The results of operations of the entities disposed of are included in the Consolidated Financial Statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. The Company has incurred significant losses and negative cash flows from operations. As of December 31, 2021, the Company had cash and cash equivalents of $29,084 and an accumulated deficit of $1,052,897. The Company had a net loss of $58,543 and used cash of $27,689 for operating activities for the year ended December 31, 2021. The Company believes its existing cash and cash equivalents will be sufficient to fund operations through at least 12 months following the issuance date of the financial statements. The Company continues to have its Chairman and CEO’s intent and ability to support the Company’s operations with additional funds as required, including our ability to borrow on the $125,000 promissory note with Nant Capital, LLC ("Nant Capital") (see Note 19). The Company may also seek to sell additional equity, through one or more follow-on public offerings or in separate financings, or sell additional debt securities, or obtain a credit facility. However, the Company may not be able to secure such financing in a timely manner or on favorable terms. The Company may also consider selling off components of its business. Without additional funds, the Company may choose to delay or reduce its operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the Company's existing products as well as products in development, the Company may need additional funds to meet its needs sooner than planned. To date, the Company's primary sources of capital have been the private placement of membership interests prior to its IPO, debt financing agreements, including promissory notes with Nant Capital and affiliates, convertible notes, the sale of its common stock, and proceeds from the sale of components of its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. The estimates and assumptions used in the accompanying 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. Accordingly, management has determined that the Company operates in one reportable segment. Revenue from Contracts with Customers Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of sales taxes collected from customers, which are subsequently remitted to governmental authorities. The Company’s revenue is generated from the following sources: • Software-as-a-service (“SaaS”) related - SaaS related revenue is generated from customers’ access to and usage of the Company’s hosted software solutions on a subscription basis for a specified contract term. In SaaS arrangements, the customer cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period. SaaS contracts are accounted for as a single performance obligation, as implementation and hosting services are not distinct. As a result, the Company recognizes all fees, including any up front initial system implementation service fees, or other fees, ratably over time from when the system implementation or deployment services are completed, and where necessary accepted by the customer, over the contract term, as stated, or with consideration of termination for convenience clauses as discussed below. • Maintenance - Maintenance revenue includes technical support and maintenance on OpenNMS software during the contract term. Revenue is recognized over the maintenance or support term. The Company’s networking monitoring solutions typically consist of a term-based subscription to the OpenNMS software license and maintenance, which entitle customers to unspecified software updates and upgrades on a when-and-if-available basis. The Company has determined that its promises to transfer the software license and the related maintenance are not separately identifiable because the licensed software and the software updates and upgrades are highly interdependent and highly interrelated, working together to deliver a continuously updated networking monitoring solution. The Company therefore considers the software license and related maintenance obligations to represent a single, combined performance obligation with revenue recognized over the subscription period. • Professional services - Professional services revenue is generated from consulting services to help customers install, integrate and optimize OpenNMS, sponsored development, and training to assist customers deploy and use OpenNMS solutions. Sponsored development relates to professional services to build customer specific functionality, features, and enhancements into the OpenNMS open source platform. Revenue is recognized over time for most of the Company's contracts as performance obligations are satisfied, as the Company is continuously transferring control to the customer. Typically, revenue is recognized over time using direct labor hours as a measure of progress. If any significant obligations to the customer remain post-delivery, typically involving obligations relating to acceptance by the customer, revenue recognition is deferred until such obligations have been fulfilled. Customers are generally billed as the Company satisfies its performance obligations. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones. Management assesses whether contracts entered into at, or near, the same time, should be combined, based on evaluation of the commercial objectives of the contracts. Certain of the Company’s customer contracts allow for termination for convenience, with advanced notice, without substantive termination penalty. In these cases, the Company has concluded the contract term is equal to the remaining non-cancelable period. Such termination rights do not allow for refunds other than prepaid services. These provisions do not affect when the Company commences revenue recognition. Contracts with Multiple Promises for Goods and Services The Company engages in various contracts with promises for multiple goods and services, which may generate revenue across any of the sources noted above. In certain contracts, the Company recognizes its proprietary software, software license, technical support, maintenance, consulting services, sponsored development services, training, certain professional services, and other software-related services as distinct performance obligations. Standalone selling prices (“SSP”) are required to be allocated and revenue recognized for each distinct performance obligation within each contract. Judgment is required to determine the SSP for each distinct performance obligation. The SSP for each performance obligation is determined by considering contracts in which the good or service is sold separately and other factors, including market conditions and the Company’s experience selling similar goods and services, as well as costs and margins achieved. In some cases, to estimate the SSP, the Company first estimates the selling price of each performance obligation for which an SSP is observable and then estimates the SSP of the remaining performance obligation as the residual contractual amount. Generally, consulting and sponsored development professional services do not involve significant integration or customization of the OpenNMS software. As such, consulting and sponsored development are considered distinct performance obligations. The Company has reseller arrangements, and for each promised good or service, the Company evaluates whether it is a principal or an agent. The Company assesses control in terms of relevant indicators of performance, inventory, and pricing risk, such as which party negotiates pricing with the end customer and which party is ultimately responsible for fulfilling services, transferring goods and services, and ensuring support. Cost of Revenue Cost of revenue includes associated salaries and fringe benefits, stock-based compensation, consultant costs, direct reimbursable travel expenses, depreciation related to software developed for internal use, depreciation related to lab equipment, and other direct engagement costs associated with the design, development, sale and installation of systems, including system support and maintenance services for customers. System support includes ongoing customer assistance for software updates and upgrades, installation, training and functionality. All service costs, except development of internal use software and deferred implementation costs, are expensed when incurred. Amortization of deferred implementation costs are also included in cost of revenue. Cost of revenue associated with each of the Company’s revenue sources consists of the following types of costs: • Software-as-a-service related - SaaS related cost of revenue includes personnel-related costs, amortization of deferred implementation costs, amortization of internal-use software, and other direct costs associated with the delivery and hosting of the Company's subscription services. • Maintenance - Maintenance cost of revenue includes personnel-related costs, amortization of internal-use software, and other direct costs associated with the ongoing support or maintenance provided to the Company’s customers. • Professional services - Professional services cost of revenue include personnel-related costs and other direct costs associated with consulting, sponsored development, and training provided to the Company's customers. Selling, General and Administrative Expenses Selling, general and administrative expense consists primarily of personnel-related expenses for the Company's sales and marketing, finance, legal, human resources, administrative personnel, stock-based compensation, advertising and marketing promotions of NantHealth solutions, and corporate shared services fees from NantWorks. This includes amortization of deferred commission costs. It also includes trade show and event costs, sponsorship costs, point of purchase display expenses and related amortization as well as legal costs, facility costs, consulting and professional fees, insurance and other corporate and administrative costs. Research and Development Expenses Research and development (“R&D”) costs incurred to establish the technological feasibility of software to be sold are expensed as incurred. These expenses include the costs of the Company’s proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Research and development expenses consist primarily of personnel-related costs for employees working on development of solutions, including salaries, benefits, and stock-based compensation. Also included are non-personnel costs such as consulting and professional fees to third-party development resources. Substantially all of the Company's research and development expenses are related to developing new software solutions and improving its existing software solutions. These costs incurred in the research and development of new software products and maintenance to existing software products are expensed as incurred. These costs are associated with both the preliminary project stage and post-implementation stage of internal-use software. Qualifying costs associated with the application development stage are capitalized. Stock-Based Compensation The Company accounts for stock-based compensation arrangements granted to employees in accordance with ASC 718, Compensation–Stock Compensation, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. The Company accounts for stock-based compensation arrangements issued to nonemployees using the fair value approach prescribed by ASC 505-50, Equity-Based Payments to Non-Employees. Prior to January 1, 2019 when the Company adopted ASU No. 2018-07, Improvement to nonemployee share-based payment accounting , the value of nonemployee stock-based compensation was re-measured at the end of each reporting period until the award vests and is recognized as stock-based compensation expense over the period during which the nonemployee provides the services. After the adoption of ASU No. 2018-07, the value of nonemployee stock-based compensation is measured at the grant date fair value of the award and the resulting expense is recognized over the period during which the nonemployee provides the services. Stock-based compensation expense for both employee and nonemployee awards is recognized on a straight-line basis over the appropriate service period for awards that are only subject to service conditions and is recognized using the accelerated attribution method for awards that are subject to performance conditions. Stock-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. All excess tax benefits and tax deficiencies are recognized as income tax benefit or expense in the income statement as discrete items in the reporting period in which they occur, and such tax benefits and tax deficiencies are not included in the estimate of an entity’s annual effective tax rate, applied on a prospective basis. The recognition of excess tax benefits is deferred until the benefit is realized through a reduction to taxes payable. When the Company applies the treasury stock method in calculating diluted earnings per share, excess tax benefits, if applicable, and deficiencies from the calculation of assumed proceeds are excluded since such amounts are recognized in the income statement. Excess tax benefits if applicable, are classified as operating activities in the same manner as other cash flows related to income taxes on the statement of cash flows. The Company has elected to account for forfeitures when they occur. Cash paid by the Company when directly withholding shares for tax withholding purposes is classified as a financing activity in the Consolidated Statements of Cash Flows (see Note 15 and Note 17). For information regarding the Company's Phantom Unit Plan and 2016 Equity Incentive Plan, see Note 17. Change in Fair Value of Bookings Commitment The Company has classified the Bookings Commitment assumed upon the disposal of the provider/patient engagement solutions business described in Note 12 as part of accrued and other current liabilities and other liabilities in the Consolidated Balance Sheets. This liability is subject to re-measurement at each balance sheet date, and the Company recognizes any changes in fair value within other income/expense, net. The fair value of the liability is estimated 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 change in the fair value of this liability is primarily due to changes in the costs of debt based on a yield curve and the passage of time (see Note 12). 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 December 31, 2021, the fair value of the liability would increase by $3,890. Income Taxes The Company records the federal and state tax provision of the consolidated group and foreign tax provision of its foreign subsidiaries. ASC 740, Income Taxes , provides the accounting treatment for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As part of the process of preparing its Consolidated Financial Statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which the Company conducts business. This process involves estimating the actual current tax expense in conjunction with the evaluation and measurement of temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary differences result in the establishment of deferred tax assets and liabilities, which are recorded on a net basis and included in the Company's Consolidated Balance Sheets. The Company then evaluates on a periodic basis the probability that the net deferred tax assets will be recovered and therefore realized from future taxable income and to the extent the Company believes that recovery is not more likely than not, a valuation allowance is established to address such risk resulting in an additional related provision for income taxes during the period. Significant management judgment is required in determining its provision for income taxes, its deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation allowance, including taking into consideration the probability of the tax contingencies being incurred. Management assesses this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases. If at a later time its assessment of the probability of these tax contingencies changes, its accrual for such tax uncertainties may increase or decrease. The Company has a valuation allowance due to management’s overall assessment of risks and uncertainties related to its future ability to realize and, hence, utilize certain deferred tax assets, primarily consisting of net operating losses ("NOLs"), carry forward temporary differences and future tax deductions. The effective tax rate for annual and interim reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company's estimate. Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs. Net Loss Per Share Basic net loss per common share attributable to NantHealth is computed by dividing the net loss attributable to NantHealth by the weighted average number of shares of common stock outstanding during the respective periods, without consideration of common stock equivalents. Diluted net loss per common share attributable to NantHealth is computed by dividing the net loss attributable to NantHealth by the weighted average number of shares of common stock outstanding during the respective periods, adjusted to give effect to potentially dilutive securities. However, potentially dilutive securities are excluded from the computation of diluted net loss per common share attributable to NantHealth to the extent that their effect is anti-dilutive. If there is a net loss from continuing operations attributable to NantHealth, diluted net loss per share attributable to NantHealth is computed in the same manner as basic net loss per share attributable to NantHealth is computed, even if the Company reports net income as a result of discontinued operations attributable to NantHealth. The Company applies treasury method in calculating weighted average dilutive number of shares for its stock plans. The convertible notes will be reflected in diluted loss per share using the if-converted method until the Company makes an irrevocable settlement election requiring the future settlement of the convertible notes to have the principal amount settled in cash. Foreign Currency Translation The Company has operations and holds assets in various foreign countries. The local currency is the functional currency for the Company’s subsidiaries in the United Kingdom and Canada. Assets and liabilities are translated at end-of-period exchange rates while revenues and expenses are translated at the average exchange rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income/loss until the translation adjustments are realized. Leases The Company determines if an arrangement is a lease at inception . Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities are included in property, plant, and equipment, net, other current liabilities, and other liabilities in the Consolidated Balance Sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rate based on the information available at commencem ent date, or at January 1, 2019 for the Company's leases on transition to ASC 842, in determining the present value of future payments. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. For data center leases and real estate leases, the Company accounts for the lease and non-lease components as a single lease component. The Company treats data center leases with lease terms of less than one year as short-term leases and recognizes the lease expense straight-line over the lease term. Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Management routinely monitors the factors impacting the acquired assets and liabilities. Transaction related costs are expensed as incurred. The operating results of the acquired business are reflected in the Company’s Consolidated Financial Statements as of the acquisition date. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Quoted prices for identical assets or liabilities in active markets; • Level 2—Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable; and • Level 3—Unobservable inputs that reflect estimates and assumptions. The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, notes payable, deferred revenue, and other current monetary assets and liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. In accordance with this guidance, the Company measures its cash equivalents at fair value. The Company’s cash equivalents are classified within Level 1. The Company's fair value estimate of the Bookings Commitment and convertibles notes are based on Level 3 inputs. Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with an initial maturity of three months or less to be cash equivalents. These amounts are stated at cost, which approximates fair value. At December 31, 2021 and 2020, cash equivalents were deposited in financial institutions and consisted of immediately available fund balances. Cash and cash equivalents are maintained at stable financial institutions, generally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against bad debt expense when identified. Concentrations of Risk The following table summarizes the number of customers that individually comprise greater than 10% of revenues and/or 10% of accounts receivable, and their aggregate percentages of total revenues and total billed and unbilled accounts receivable: Period Significant Customers Percentage of Total Revenues Percentage of Total Accounts Receivable A B C E A B D G Year Ended December 31, 2021 3 22.8 % 12.9 % (1) (1) 26.2 % 12.2 % 13.7 % (1) Year Ended December 31, 2020 6 17.5 % 15.5 % 14.9 % 11.2 % (1) 20.7 % 23.3 % 10.6 % (1) Amounts less than 10% are not disclosed. Insurance Recoveries The Company records probable insurance recoveries gross of related liabilities. The income and expense related to these amounts are recorded net in selling, general and administrative expenses. If the recoveries exceed the loss recognized in the financial statements, such recoveries are recorded in other expense, net, once any contingencies relating to the insurance claim have been resolved. Property, Plant and Equipment, net Property, plant and equipment received in connection with business combinations are recorded at fair value. Property, plant and equipment acquired in the normal course of business are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets (see Note 7). Maintenance and repairs are charged to expense as incurred while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Property, plant and equipment is tested for impairment, and depreciation estimates and methods are reviewed, whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Internal-Use Software The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other . Computer software development costs are expensed as incurred, except for internal-use software costs that qualify for capitalization, and include employee related expenses, including salaries, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment in the Consolidated Balance Sheets. The Company expenses costs incurred in the preliminary project and post implementation stages of software development and capitalizes qualifying costs incurred in the application development stage and costs associated with significant enhancements to existing internal-use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. Internal-use software is tested for impairment where assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Goodwill and Intangible Assets Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized but is tested for impairment annually as of October 1 or between annual tests when an impairment indicator exists. In the event there is a change in reporting units or segments, the Company will test for impairment at the reporting unit. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. As part of the annual impairment test, the Company may conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In a qualitative assessment, the Company would consider the macroeconomic conditions, including any deterioration of general conditions, industry and market conditions, including any deterioration in the environment where the reporting unit operates, increased competition, changes in the products/services and regulator and political developments; cost of doing business; overall financial performance, including any declining cash flows and performance in relation to planned revenues and earnings in past periods; other relevant reporting unit specific facts, such as changes in management or key personnel or pending litigation, and events affecting the reporting unit, including changes in the carrying value of net assets. If an optional qualitative goodwill impairment assessment is not performed, the Company is required to determine the fair value of each reporting unit. If a reporting unit’s carrying value is in excess of its fair value, such excess is recorded as an impairment loss. Under the accounting guidance, there is no requirement to perform a qualitative assessment for reporting units with zero or negative carrying values. Accounting guidance requires that definite-lived intangible assets be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Amortization of finite-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. If the estimates of the useful lives change, the Company amortizes the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset to its fair value may be required at such time. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Investment in Related Party Investment in and advances to a related party in which the Company has a substantial ownership interest of approximately 20% to 50%, or for which the Company exercises significant influence but not control over policy decisions, are accounted for by the equity method. An investment in a limited liability company that is similar to a partnership is also accounted for under the equity method if more than minor influence over the operation of the investee exists (generally through more than 3-5% ownership). As part of that accounting, the Company recognizes gains and losses that arise from the issuance of stock by a related party that results in changes in the Company’s proportionate share of the dollar amount of the related party’s equity. Investment in related party is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company’s carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in net loss. In making the determination as to whether a decline is other than temporary, the Company considers such factors as the duration and extent of the decline, the investee’s financial performance, and the Company’s ability and intention to retain its |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The Company records deferred revenue when cash payments are received, or payment is due, in advance of its fulfillment of performance obligations. There were revenues of $1,408 and $7,105 recognized during the years ended December 31, 2021 and 2020, respectively, that were included in the deferred revenue balance at the beginning of the period. 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 $810 and $1,321 at December 31, 2021 and December 31, 2020, respectively, and amortization during the years ended December 31, 2021 and 2020 was $860 and $934, 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 December 31, 2021, the Company has allocated a total transaction price of $4,004 to unfulfilled performance obligations that are expected to be fulfilled within nine years. Excluded from this amount are contracts of less than one year and variable consideration that relates to the value of services provided. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Discontinued Operations and Divestitures Discontinued Operations Sale of Connected Care Business On January 13, 2020, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Masimo Corporation (“Masimo”), VCCB Holdings, Inc., a wholly owned subsidiary of Masimo (collectively with Masimo, the “Purchaser”), and, solely with respect to certain provisions of the Purchase Agreement, NantWorks, LLC, an affiliate of the Company. Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser certain of its assets related to its Connected Care business, including the products known as DCX (formerly DeviceConX), VCX (formerly VitalsConX), HBox and Shuttle Cable (collectively, the “Connected Care Business”). On February 3, 2020, the Company completed the sale of the Connected Care Business for $47,250 of cash consideration in exchange for assets primarily related to the Connected Care Business (as defined under the terms of the Purchase Agreement). The cash consideration is subject to adjustment based upon the final amount of working capital as of the closing date. The sale of the Connected Care Business qualified as a discontinued operation because it comprised operations and cash flows that could be distinguished, operationally and for financial reporting purposes, from the rest of the Company. The disposal of the Connected Care Business, which represented the Company's medical device interoperability solutions, represented a strategic shift in the Company’s operations as the sale enables the Company to focus on clinical decision support, payer engagement, and molecular analysis. The total gain on sale of the Connected Care Business consisted of the following: Cash received as consideration $ 47,250 Less: Costs to sell (849) Less: Carrying value of net assets sold (14,190) Gain on sale of the Connected Care Business $ 32,211 The operating results of the Company's discontinued operation are as follows: Year Ended December 31, 2020 Major classes of line items constituting pretax income of discontinued operations Net revenue $ 1,165 Cost of revenue (467) Selling, general and administrative (532) Research and development (601) Other expense, net (5) Pretax loss from discontinued operations related to major classes of pretax loss (440) Pretax gain on sale of the Connected Care Business 32,211 Total pretax income from discontinued operations 31,771 Benefit from income taxes (262) Total income from discontinued operations, net of tax $ 32,033 The significant operating and investing cash and noncash items of the discontinued operation included in the Consolidated Statements of Cash Flows for the Year Ended December 31, 2020 was as follows: Year Ended December 31, 2020 Cash flows from operating activities: Depreciation and amortization $ 10 Gain on sale of the Connected Care Business 32,211 Cash flows from investing activities: Net proceeds from sale of the Connected Care Business 46,401 Purchases of property and equipment, including internal-use software 76 |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are included in the Consolidated Balance Sheets net of the allowance for doubtful accounts. A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2021 and 2020 is as follows: Balance at beginning of the period Additions to expense (Write offs) / Recoveries Balance at end of the period Year ended December 31, 2021 $ 44 28 (70) $ 2 Year ended December 31, 2020 $ 95 40 (91) $ 44 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Prepaid Expenses and Other Current Assets and 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 December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Prepaid expenses $ 2,256 $ 2,268 Restricted cash 1,180 238 Other current assets 574 998 Prepaid expenses and other current assets $ 4,010 $ 3,504 Accrued and other current liabilities of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Payroll and related costs $ 8,545 $ 7,247 Accrued liabilities 2,640 1,455 Booking Commitment (see Note 12) 1,661 1,662 Interest payable 703 289 Operating lease liabilities 1,912 1,900 Other accrued and other current liabilities 897 1,422 Accrued and other current liabilities $ 16,358 $ 13,975 |
Prepaid Expenses and Other Current Assets and 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 December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Prepaid expenses $ 2,256 $ 2,268 Restricted cash 1,180 238 Other current assets 574 998 Prepaid expenses and other current assets $ 4,010 $ 3,504 Accrued and other current liabilities of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Payroll and related costs $ 8,545 $ 7,247 Accrued liabilities 2,640 1,455 Booking Commitment (see Note 12) 1,661 1,662 Interest payable 703 289 Operating lease liabilities 1,912 1,900 Other accrued and other current liabilities 897 1,422 Accrued and other current liabilities $ 16,358 $ 13,975 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net as of December 31, 2021 and 2020 consisted of the following: December 31, Useful life (in years) 2021 2020 Computer equipment and software 3 - 5 $ 9,267 $ 12,332 Furniture and equipment 5 - 7 1,060 1,168 Leasehold and building improvements (1) 3,821 4,282 Property, plant, and equipment, excluding internal-use software 14,148 17,782 Less: Accumulated depreciation and amortization (10,857) (12,837) Property, plant and equipment, excluding internal-use software, net 3,291 4,945 Internal-use software 3 43,314 38,488 Construction in progress - Internal-use software 1,082 1,616 Less: Accumulated depreciation and amortization - internal-use software (35,321) (31,947) Internal-use software, net 9,075 8,157 Property, plant and equipment, net $ 12,366 $ 13,102 (1) Useful lives for leasehold and building improvements represent the term of the lease or the estimated life of the related improvements, whichever is shorter. Depreciation expense from continuing operations was $5,932 and $7,394 for the years ended December 31, 2021 and 2020, respectively, of which $4,027 and $5,743, respectively, related to internal-use software costs. Amounts capitalized to internal-use software related to continuing operations for the years ended December 31, 2021 and 2020 were $4,727 and $3,437, respectively. In the fourth quarter of 2020, the Company’s discussions with and exploration of potential opportunities for its sequencing and molecular analysis solutions indicated that certain internal-use software developed by the Company related to its GPS Cancer product would not be utilized in those arrangements. As a result, the Company determined that the carrying value of these internal-use software assets was not recoverable as of December 31, 2020 and recorded an impairment loss of $729 within impairment of intangible assets, including internal-use software. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The Company’s definite-lived intangible assets as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 Customer Developed Technologies Trade Name Installed User Base Total Gross carrying amount $ 53,000 $ 34,500 $ 3,300 $ 1,400 $ 92,200 Accumulated amortization (21,161) (28,331) (3,163) (506) (53,161) Intangible assets, net $ 31,839 $ 6,169 $ 137 $ 894 $ 39,039 December 31, 2020 Customer Developed Technologies Trade Name Installed User Base Total Gross carrying amount $ 53,000 $ 34,500 $ 3,300 $ 1,400 $ 92,200 Accumulated amortization (17,528) (23,343) (3,088) (272) (44,231) Intangible assets, net $ 35,472 $ 11,157 $ 212 $ 1,128 $ 47,969 Amortization of definite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Amortization expense from continuing operations was $8,930 and $8,431 for the years ended December 31, 2021 and 2020, respectively. At July 22, 2020, the Company recorded $5,200 of definite-lived intangible assets and accumulated amortization of $647 related to the assignment of OpenNMS (see Note 19). These intangible assets are amortized over a period of 4 to 6 years. The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of December 31, 2021 is as follows: Amounts 2022 $ 8,930 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,866 Total future intangible amortization expense $ 39,039 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill as of both December 31, 2021 and 2020 was $98,333, net of goodwill allocated to discontinued operations of $18,623 during 2020. On July 22, 2020, the Company rec ognized $1,026 of good will related to the assignment of OpenNMS (see Note 19). The Company did not record any goodwill impairments in either 2021 or 2020. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Equity method investment Investment in NantOmics In 2015, the Company purchased a total of 169,074,539 Series A-2 units of NantOmics, a related party of the Company, for an aggregate purchase price of $250,774. The Series A-2 units do not have any voting rights and, at the time of purchase, represented approximately 14.28% of NantOmics’ issued and outstanding membership interests. NantOmics is majority owned by NantWorks and delivers molecular diagnostic capabilities with the intent of providing actionable intelligence and molecularly driven decision support for cancer patients and their providers at the point of care. At February 28, 2018, the Company transferred 9,088,362 of the Series A-2 units to NantOmics as consideration for the assignment of NantHealth Labs (see Note 19). An additional 564,779 units were transferred by May 31, 2018. This reduced NantHealth's ownership of NantOmics to approximately 13.58%. The Company applied the equity method to account for its investment in NantOmics as the interest in the equity is similar to a partnership interest. Further, the Company has the ability to exert significant influence over the operating and financial policies of the entity since NantWorks controls both NantHealth and NantOmics. The difference between the carrying amount of the investment in NantOmics and the Company’s underlying equity in NantOmics’ net assets relate to both definite and indefinite-lived intangible assets. At the time of the purchase, the Company attributed $28,195 and $14,382 of these differences to NantOmics’ developed technologies and its reseller agreement with the Company, respectively, prior to the application of developed technology intangibles included in NantOmics net assets, and the remaining basis differences were attributed to goodwill. The Company amortizes the basis differences related to the definite-lived intangible assets over the assets’ estimated useful lives and records these amounts as a reduction in the carrying amount of its investment and an increase in its equity method loss. At June 30, 2020, the Company determined that an other-than-temporary-impairment of $28,227, the full remaining carrying value of the Company's investment in NantOmics, had occurred, through observation of Level 3 inputs predominantly attributed to (i) limited progress by NantOmics in completing revenue generating transactions for paid molecular analysis services for the research and pharmaceutical industries; (ii) limited progress in completing licensing transactions for proprietary molecular analysis technologies and/or intellectual property of NantOmics; and (iii) the Company's decision to shift future laboratory operations in-house related to the GPS Cancer and Omics Core products to better control the supply chain and CMS reimbursement process, which the Company expects to result in reduced fees to NantOmics. Refer to Note 2 for the accounting policy for the assessment of the fair value and determination of other-than-temporary-impairments of the Company's investment in related party. Pertaining to the Company's share of NantOmics' income or loss, amortization of basis differences, and other-than-temporary impairments, for the year ended December 31, 2020, the Company recognized a loss of $31,702. The Company did not recognize any income or losses during the year ended December 31, 2021. The Company reports its share of NantOmics’ income or loss and the amortization of basis differences using a one quarter lag. As the Company's equity method investment in NantOmics was reduced to zero during the second quarter of 2020, the Company no longer applies the equity method as NantOmics continued to generate net losses. The Company used the following summarized financial information for NantOmics for the trailing twelve months ended September 30, 2020 to record its equity investment method losses, as applicable, for the year ended December 31, 2020. Twelve Months Ended Revenues $ 349 Gross loss (1,641) Loss from operations (7,806) Impairments on equity investments — Net loss (2,618) Net loss attributable to NantOmics (2,559) Other comprehensive income — |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 2016 5.5% Convertible Senior Notes ("2016 Notes") In December 2016, the Company entered into the Purchase Agreement with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $90,000 in aggregate principal amount of its 5.5% senior convertible notes due 2021 ("2016 Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons pursuant to Regulation S under the Securities Act. In December 2016, the Company entered into a purchase agreement (the “Cambridge Purchase Agreement”) with Cambridge, an entity affiliated with Dr. Soon-Shiong, the Company’s Chairman and Chief Executive Officer, to issue and sell $10,000 in aggregate principal amount of the 2016 Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In December 2016, pursuant to the exercise of the overallotment by the Initial Purchasers, the Company issued an additional $7,000 principal amount of the 2016 Notes. The total net proceeds from this offering were approximately $102,714, comprised of $9,917 from Cambridge and $92,797 from the Initial Purchasers, after deducting the Initial Purchasers’ discount and debt issuance costs of $4,286 in connection with the Convertible Notes offering. The interest rate on the 2016 Notes was fixed at 5.5% per year, payable semi-annually on June 15th and December 15th of each year, beginning on June 15, 2017. The 2016 Notes matured on December 15, 2021. The Company adopted ASU No. 2020-06 on January 1, 2021 through a modified retrospective method of transition, which eliminated the separation model for convertible debt with a cash conversion feature, resulting in less noncash interest expense going forward (see Note 2). The cumulative effect of the adoption on January 1, 2021 was a decrease of $5,746 to unamortized debt discount and deferred financing offering costs. The debt discounts and deferred financing offering costs on the 2016 Notes were amortized to interest expense over the contractual terms of the 2016 Notes, using the effective interest method at an effective interest rate of 6.78%. On April 13, 2021, NantHealth entered into a transaction with Highbridge Capital Management, LLC and one of its affiliates (“Highbridge”) to exchange $5,000 principal amount of its $36,945 in existing 2016 Notes and with Cambridge to exchange $5,000 principal amount of its $10,000 in existing 2016 Notes for shares of the Company’s common stock pursuant to an exchange agreement dated as of April 13, 2021 (the “Exchange Agreement”). On April 13, 2021, in connection with the Exchange Agreement, the Company paid Cambridge $91 for accrued and unpaid interest and issued 1,689,189 shares of the Company’s common stock at $2.96 per share, representing the closing price of the Company’s common stock on April 13, 2021. The Company recorded a loss on exchange of the 2016 Notes with Cambridge and a decrease to unamortized debt discount and deferred financing offering costs of $18. On April 14, 2021, in connection with the Exchange Agreement, the Company paid Highbridge $92 for accrued and unpaid interest and issued 1,926,781 shares of the Company’s common stock at $2.595 per share, representing the closing price of the Company’s common stock on April 14, 2021. The Company recorded a loss on exchange of the 2016 Notes with Highbridge and a decrease to unamortized debt discount and deferred financing offering costs of $44. On December 15, 2021, the Company paid the remaining outstanding principal balance of the 2016 Notes of $9,500 plus accrued interest through that date. 2021 4.5% Convertible Senior Notes ("2021 Notes") On April 13, 2021, the Company and its wholly owned subsidiary, NaviNet (the "Guarantor") entered into a note purchase agreement (the “Note Purchase Agreement”) with Highbridge and certain other buyers, including Nant Capital, LLC (“Nant Capital”) to issue and sell $137,500 in aggregate principal amount of its 4.5% convertible senior notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The 2021 Notes were issued on April 27, 2021. The total net proceeds from this offering were approximately $136,772, comprised of $62,223 from Nant Capital and $74,549 from Highbridge, after deducting the Highbridge’s debt issuance costs of $118 and $610 in debt issuance costs paid to third parties in connection with the 2021 Notes offering. The Company used part of the proceeds from the 2021 Notes issuance to repurchase the remaining $31,945 of principal amount of the 2016 Notes held by Highbridge (“Repurchased Notes”) and pay $644 of accrued and unpaid interest. The Company recorded a loss on repurchase of the 2016 Notes with Highbridge and a decrease to unamortized debt discount and deferred financing offering costs of $267. On April 27, 2021, in connection with the issuance of the 2021 Notes, the Company provided a notice of a fundamental change (as defined in the indenture governing the Company's 2016 Notes) and an offer to repurchase all the outstanding 2016 Notes. On May 25, 2021, the Company purchased $55,555 of the outstanding 2016 Notes ("Fundamental Change Repurchase") and paid $1,358 of accrued and unpaid interest thereon. The Company recorded a loss on repurchase of the 2016 Notes with other investors and a decrease to unamortized debt discount and deferred financing offering costs of $412. On April 27, 2021, the 2021 Notes were issued to the investors under an indenture (the “2021 Indenture”) dated April 27, 2021 entered into between the Company and U.S. Bank National Association (the “Trustee”). The interest rates are fixed at 4.5% per year, payable semi-annually on October 15th and April 15th of each year, beginning on October 15, 2021. The 2021 Notes will mature on April 15, 2026, unless earlier repurchased by the Company or converted pursuant to their terms. 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 December 31, 2021 the remaining life of the 2021 Notes is approximately 52 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 14 Commitments and Contingencies for default provisions. The following table summarizes the parties involved in the issuance of the convertible notes and their respective balances in the Company's Consolidated Balance Sheets as of December 31, 2021 and 2020: Related party Others Total 2021 Notes: 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 2016 Notes: Balance as of December 31, 2020 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (589) (6,422) (7,011) Net carrying amount $ 9,411 $ 90,578 $ 99,989 The following table sets forth the Company's interest expense incurred for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Related party Others Total Related party Others Total Accrued coupon interest expense $ 1,898 $ 2,278 $ 4,176 $ 550 $ 5,335 $ 5,885 Amortization of debt discounts 21 119 140 533 5,197 5,730 Amortization of deferred financing offering costs 57 426 483 14 733 747 Total convertible notes interest expense $ 1,976 $ 2,823 $ 4,799 $ 1,097 $ 11,265 $ 12,362 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 consisted of the following: 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 December 31, 2020 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 32,651 $ — $ — $ 32,651 Interest make-whole derivative 4 $ — $ — $ 4 The Company’s intangible assets and goodwill are initially measured at fair value and any subsequent adjustment to the initial fair value occurs only if an impairment charge is recognized. Level 2 and 3 Inputs Bookings Commitment On August 3, 2017, the Company entered into an asset purchase agreement (the “APA”) with Allscripts Healthcare Solutions, Inc. (“Allscripts”), pursuant to which the Company agreed to sell to Allscripts substantially all of the assets of the Company’s provider/patient engagement solutions business, including the Company’s FusionFX solution and components of its NantOS software connectivity solutions (the “Business”). On August 25, 2017, the Company and Allscripts completed the sale of the Business (the "Disposition") pursuant to the APA. Concurrent with the closing of the Disposition and as contemplated by the APA, (a) the Company and Allscripts modified the amended and restated mutual license and reseller agreement dated June 26, 2015, which was further amended on December 30, 2017, such that, among other things, the Company committed to deliver a minimum of $95,000 of total bookings over a ten-year period (“Bookings Commitment”) from referral transactions and sales of certain Allscripts products; (b) the Company and Allscripts each licensed certain intellectual property to the other party pursuant to a cross license agreement; (c) the Company agreed to provide certain transition services to Allscripts pursuant to a transition services agreement; and (d) the Company 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. As of both December 31, 2021 and December 31, 2020, 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 11% at December 31, 2021 and between 10% and 11% at December 31, 2020. The change in fair value is recorded within other 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. Convertible Note derivative liability In December 2016, the Company issued $107,000 in aggregate principal amount of 2016 Notes due December 15, 2021, of which $10,000 issued to a related party (see Note 11). The 2016 Notes include an interest make-whole feature whereby if a noteholder converts any of the Convertible Notes one year after the last date of original issuance of the 2016 Notes, they are entitled, in addition to the other consideration payable or deliverable in connection with such conversion, to an interest make-whole payment equal to the sum of the present values of the scheduled payments, computed using a discount rate equal to 2.0%, of interest that would have been made on the 2016 Notes to be converted had such 2016 Notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date if the 2016 Notes had not been so converted. The Company may pay any interest make-whole payment either in cash or in shares of its common stock, at the Company’s election as described in the Indenture. The Company has determined that this feature is an embedded derivative. The fair value of the derivative liability includes the estimated volatility and risk-free rate. The higher/lower the estimated volatility, the higher/lower the value of the liability. The higher/lower the risk-free interest rate, the higher/lower the value of the liability. As of December 15, 2021, the 2016 Notes were fully repaid. 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 years ended December 31, 2021 and 2020: December 31, 2020 Transfers in (out) (1) Change in fair value recognized in earnings December 31, 2021 Liabilities Interest make-whole derivative - related party and others $ 4 $ — $ (4) $ — Bookings Commitment 32,651 (500) 2,323 34,474 $ 32,655 $ (500) $ 2,319 $ 34,474 December 31, 2019 Transfers in (out) (1) Change in fair value December 31, 2020 Liabilities Interest make-whole derivative - related party and others $ — $ — $ 4 $ 4 Bookings Commitment 21,983 (500) 11,168 32,651 $ 21,983 $ (500) $ 11,172 $ 32,655 (1) Transfers out of the Bookings Commitment fair value liability relates to the Annual Minimum Commitment, which was recorded in accrued and other current liabilities. Fair Value of Convertible Notes held at amortized cost As of December 31, 2021 and 2020, the fair value and carrying value of the Company's convertible notes were: Fair value Carrying value Face value 2021 Notes 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 Fair value Carrying value Face value 2016 Notes Balance as of December 31, 2020 Related party $ 9,553 $ 9,411 $ 10,000 Others 92,660 90,578 97,000 $ 102,213 $ 99,989 $ 107,000 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 | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company's leases do not indicate the rate implicit in the lease. As such, the Company has used its incremental borrowing rate, determined based on market indications of the rate at which the Company could borrow, adjusted for the term, value and payment schedule of individual leases, at the effective date for ASC 842 or at the lease commencement date for leases entered into after January 1, 2019. Lease expense, charged to selling, general and administrative expense, for the year ended December 31, 2021 and 2020 consisted of: Year Ended December 31, 2021 2020 Operating lease cost $ 2,308 $ 2,428 Short-term lease cost 738 961 Variable cost 590 502 Sublease income (74) (212) Total lease cost $ 3,562 $ 3,679 Other information regarding the Company's leases: Year Ended December 31, 2021 2020 Operating cash flows for operating leases $ (2,717) $ (2,767) Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 319 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 387 Weighted average remaining lease term - operating leases 4.3 years 5.0 years Weighted average discount rate - operating leases 11 % 11 % As of December 31, 2021 and 2020, the Company had no finance leases. As of December 31, 2021, the remaining lives of the Company's operating leases ranged from one Maturities of the Company's operating leases at December 31, 2021 were as follows: Amounts 2022 $ 2,677 2023 2,686 2024 2,531 2025 678 2026 609 Thereafter 1,087 Total future minimum lease payments 10,268 Less: imputed interest (2,108) Total $ 8,160 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,912 Operating lease liabilities 6,248 $ 8,160 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company's principal commitments consist of obligations under its outstanding debt obligations, noncancellable leases for its office space 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, LLC ("Nant Capital") to fund the acquisition of NaviNet ( see Note 19 ). On May 9, 2016 and December 16, 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 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 (see Note 11). Indenture Obligations Under 2016 and 2021 Notes On December 21, 2016, the Company entered into the Indenture relating to the issuance of the 2016 Notes, by and between the Company and U.S. Bank National Association the Trustee. The interest rates are fixed at 5.5% per year, payable semi-annually on June 15th and December 15th of each year, beginning on June 15, 2017. The 2016 Notes matured on December 15, 2021 and were fully repaid (see Note 11). On April 27, 2021, the Company and the Guarantor entered into an indenture (the “2021 Indenture”) by and among NantHealth, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Company issued the 2021 Notes. The 2021 Notes will bear interest at a rate of 4.5% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. The 2021 Notes will mature on April 15, 2026, unless earlier repurchased, redeemed or converted. The following events are considered “events of default” with respect to the 2021 Notes, which may result in the acceleration of the maturity of the 2021 Notes: (1) the Company defaults in any payment of interest on the 2021 Notes when due and payable and the default continues for a period of 30 days; (2) the Company defaults in the payment of principal on the 2021 Notes when due and payable at the stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise; (3) failure by the Company to comply with its obligation to convert the 2021 Notes in accordance with the 2021 Indenture upon exercise of a holder’s conversion right and such failure continues for a period of five business days; (4) failure by the Company to give a fundamental change notice or notice of a specified corporate transaction when due with respect to the 2021 Notes; (5) failure by the Company to comply with its obligations under the 2021 Indenture with respect to consolidation, merger and sale of assets of the Company; (6) failure by the Company to comply with any of its other agreements contained in the 2021 Notes or the 2021 Indenture, for a period 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the 2021 Notes then outstanding has been received; (7) default by the Company or any of its significant subsidiaries (as defined in the 2021 Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $17,500 (or its foreign currency equivalent) in the aggregate of the Company and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and, in the case of clauses (i) and (ii), such default is not rescinded or annulled or such failure to pay or default shall not have been cured or waived, such acceleration is not rescinded or such indebtedness is not discharged, as the case may be, within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% in aggregate principal amount of 2021 Notes then outstanding in accordance with the 2021 Indenture; or (8) certain events of bankruptcy, insolvency, or reorganization of the Company or any of its significant subsidiaries (as defined in the 2021 Indenture). If such an event of default, other than an event of default described in clause (8) above with respect to the Company, occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2021 Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2021 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest on the 2021 Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest on the 2021 Notes, if any, will be due and payable immediately. Unconditional Purchase Obligations In 2020, NantWorks entered into agreements with various vendors related to an enterprise resource planning (“ERP”) implementation project on behalf of its subsidiaries, including NantHealth. NantWorks bills the Company for its portion of these expenses through the Shared Services Agreement (see Note 19 ). As of December 31, 2021, the Company’s estimated unconditional purchase obligations total approximately $653 in 2022 and $144 in 2023. During the year ended December 31, 2021, the Company made payments of approximately $430 for the amount purchased related to the unconditional purchase obligations for the ERP implementation project. Regulatory Matters The Company is subject to regulatory oversight by the U.S. Food and Drug Administration and other regulatory authorities with respect to the development, manufacturing, and sale of some of the solutions. In addition, the Company is subject to the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act and related patient confidentiality laws and regulations with respect to patient information. The Company reviews the applicable laws and regulations regarding effects of such laws and regulations on its operations on an on-going basis and modifies operations as appropriate. The Company believes it is in substantial compliance with all applicable laws and regulations. Failure to comply with regulatory requirements could have a significant adverse effect on the Company’s business and operations. Legal Matters The Company is, from time to time, subject to claims and litigation that arise in the ordinary course of its business. 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. 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-AGB, appointing Petersen as lead plaintiff, and designating the Petersen complaint as the operative complaint. On September 20, 2018, the defendants moved to dismiss the complaint. In October 2018, in response to the motion to dismiss, Petersen filed an amended complaint. In November 2018, the defendants moved to dismiss the amended complaint, which asserts claims for breach of fiduciary duty, waste of corporate assets (which Petersen subsequently withdrew), and unjust enrichment. On January 14, 2020, the court issued an order granting in part and denying in part the defendants’ motion to dismiss. The court dismissed all claims except one claim against Dr. Soon-Shiong for breach of fiduciary duty. Dr. Soon-Shiong and the Company filed answers to the amended complaint on March 30, 2020. Discovery commenced and the action remains pending. On June 29, 2021, the Court granted the Unopposed Motion to Substitute Lead Plaintiff, following Plaintiff Petersen’s sale of his NantHealth stock, and appointed Engleman as Lead Plaintiff |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The amount of loss before taxes from continuing operations is as follows: Year Ended 2021 2020 U.S. loss before taxes (58,928) (88,360) Foreign income before taxes 459 368 Loss before income taxes (58,469) (87,992) The components of the provision for income taxes are presented in the following table: Year Ended 2021 2020 Current: Federal $ — $ (13) State 89 170 Foreign 68 66 Total current provision 157 223 Deferred: Federal (2) (80) State (45) 46 Foreign (13) (3) Total deferred benefit (60) (37) Less: (Benefit from) provision for income taxes from discontinued operations, net — (261) Provision for (benefit from) income taxes from continuing operations, net $ 97 $ 447 The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax loss as a result of the following differences: Year Ended 2021 2020 United States federal tax at statutory rate 21.00 % 21.00 % Items affecting federal income tax rate: State tax, net of federal benefit 6.51 % 3.44 % Valuation allowance (37.34) % (23.07) % R&D Credit 9.47 % — % NOL Expiration (1.69) % (0.41) % Other adjustments 1.89 % (1.47) % Effective income tax rate (0.16) % (0.51) % On June 29, 2020, the state of California enacted Assembly Bill No. 85 ("AB 85") suspending California net operating loss utilization and imposing a cap on the amount of business incentive tax credits companies can utilize, effective for tax years 2020, 2021 and 2022. There was no material impact from the provisions of AB 85 for the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had an immaterial amount of unremitted earnings related to certain foreign subsidiaries. The Company intends to continue to reinvest its foreign earnings indefinitely and does not expect to incur any significant taxes related to such amounts. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Deferred income tax assets: Accounts payable and accrued expenses $ 10,786 $ 9,899 163(j) interest limitation 10,693 6,903 Deferred revenue 159 88 Allowance for doubtful accounts 83 92 Property, plant and equipment, net 396 1,044 Intangibles 125 95 Investments 60,185 58,779 Stock-based compensation 1,612 713 Other — 59 Operating lease liabilities 2,249 2,565 Research and development tax credits 5,533 — Net operating loss carryforwards 119,486 110,536 Less: Valuation allowance (187,075) (163,719) Total deferred income tax assets 24,232 27,054 Deferred income tax liabilities: State taxes (7,867) (6,750) Intangible assets, net (15,535) (17,446) Convertible notes — (1,549) Deferred costs to obtain a customer contract (226) (351) Capitalized labor costs (344) (520) Other (361) (394) Operating lease right-of-use assets (1,674) (1,897) Total deferred income tax liabilities (26,007) (28,907) Deferred income taxes, net $ (1,775) $ (1,853) The realization of deferred income tax assets may be dependent on the Company’s ability to generate sufficient income in future years in the associated jurisdiction to which the deferred tax assets relate. The Company considers all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pre-tax loss, the Company concluded that except for the deferred tax liability recorded on amortization of certain goodwill due to its indefinite life and deferred tax liability in excess of deferred tax asset for certain separate state and city jurisdictions, it should record a full valuation allowance against all other net deferred income tax assets at December 31, 2021 and 2020 as none of these deferred income tax assets were more likely than not to be realized as of the balance sheet dates. However, the amount of the deferred income tax assets considered realizable may be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. Based on the level of historical operating results the Company has recorded a valuation allowance of $187,075 and $163,719 as of December 31, 2021 and 2020, respectively. The change in the valuation allowance for the years ended December 31, 2021 and 2020 were increases of $23,356 and $10,366, respectively, which were mainly driven by losses from which the Company cannot benefit. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $354. As of December 31, 2021, the Company had federal and state NOL carryforwards of $451,010 and $321,735, respectively, available to offset taxable income in tax year 2022 and thereafter. Of the $451,010 in Federal NOL carryforwards, $96,949 can be carried forward indefinitely and the remaining NOL carryforwards start to expire in 2022. Of the $321,735 in state NOL carryforwards $21,799 can be carried forward indefinitely and the remaining start to expire in 2022. As of December 31, 2021, the Company also had Federal research tax credit carryforwards of $6,700. The Federal research tax credit carryforwards expire beginning in 2037. The Company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2016 or prior; however, its tax attributes, such as NOL carryforwards and tax credits, are still subject to examination in the year they are used. Federal and state laws impose restrictions on the utilization of net operating loss carryforwards and research and development credit carryforwards in the event of a change in ownership of the Company as defined by Internal Revenue Code Section 382 and 383. The Company experienced an ownership change in the past that impacts the availability of its net operating losses and tax credits. The amounts indicated in the above tables reflect the reduction of net operating losses and credit carryforwards as a result of previous ownership changes that the Company experienced. Should there be additional ownership changes in the future, the Company's ability to utilize existing carryforwards could be substantially restricted. A summary of changes to the amount of unrecognized tax benefits is as follows: 2021 Unrecognized tax benefits as of December 31, 2020 $ — Increases related to prior year tax positions taken during the current year 1,037 Increases related to current year tax positions taken during the current year 86 Unrecognized tax benefits as of December 31, 2021 $ 1,123 The Company records a tax benefit from uncertain tax positions only if it is more likely than not the tax position will be sustained with the taxing authority having full knowledge of all relevant information. The Company records a reduction to deferred tax assets for unrecognized tax benefits from uncertain tax positions as discrete tax adjustments in the first period that the more-likely-than-not threshold is not met. As of December 31, 2020, the Company did not record any unrecognized tax benefits in its financial statements. For the year ended December 31, 2021, the Company recorded unrecognized tax benefits of $1,123 related to Federal Research and Development tax credits recognized in 2021. The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company has not incurred any material interest or penalties as of the current reporting period with respect to income tax matters. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, there were no material interest and penalties associated with unrecognized tax benefits recorded in the Company's Consolidated Statements of Operations or Consolidated Balance Sheets. Any changes to unrecognized tax benefits recorded as of December 31, 2021 that are reasonably possible to occur within the next 12 months are not expected to be material. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 December 31, 2021 and 2020, holders of the Company’s common stock have no preemptive, conversion, redemption or subscription rights and there are no sinking fund provisions applicable to the Company’s common stock. Upon liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors. As of December 31, 2021 and 2020, 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, respectively), for 1,689,189 and 1,926,781 common shares, respectively (See Note 11). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following table reflects the components of stock-based compensation expense recognized in the Company's Consolidated Statements of Operations: Year Ended 2021 2020 Phantom units: Cost of revenue — 27 Selling, general and administrative — (23) Research and development — 36 Total phantom units stock-based compensation expense — 40 Stock options: Cost of revenue 188 100 Selling, general and administrative 3,012 1,688 Research and development 424 246 Total stock options stock-based compensation expense 3,624 2,034 Restricted stock units: Cost of revenue — 9 Selling, general and administrative 128 621 Research and development — 23 Total restricted stock units stock-based compensation expense 128 653 Related party share based payments Selling, general and administrative 67 — Research and development 68 — Total related party stock-based compensation expense 135 — Discontinued operations — (79) Total stock-based compensation expense 3,887 2,648 Amount capitalized to internal-use software 118 97 Total stock-based compensation cost $ 4,005 $ 2,745 Phantom Unit Plan On March 31, 2015, the Company approved the NantHealth, LLC Phantom Unit Plan (the "Phantom Unit Plan"). The maximum number of phantom units that may be issued under the Phantom Unit Plan is equal to 11,590,909 minus the number of issued and outstanding Series C units of the Company. The grant date fair value of the phantom units is determined based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant. All phantom units under the Phantom Unit Plan were fully vested as of December 31, 2020. Each grant of phantom units made to a participant under the Phantom Unit Plan vests over a requisite service period of 1 to 4 years, subject to completion of a liquidity event, and is subject to forfeiture upon termination of the participant’s continuous service to the Company for any reason . The Company’s IPO satisfied the liquidity event condition and the phantom units now entitle their holders to cash or noncash payments in an amount equal to the number of vested units held by that participant multiplied by the fair market value of one share of the Company’s common stock on the date each phantom unit vests. After the Company’s IPO, the Company will no longer issue any units under the Phantom Unit Plan. The Company settled all vested phantom unit payments held by United States-based participants in shares of the Company’s common stock and classified these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States were settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2020. In order to satisfy payroll withholding tax obligations triggered by the issuance of shares of common stock to holders of vested phantom units, the Company issued recipients a net lower number of shares of common stock to satisfy tax withholding obligations and remitted a cash payment for the related withholding taxes. The following table summarizes the activity related to the unvested phantom units during the year ended December 31, 2020. Number of Units Weighted-Average Grant-Date Fair Value Unvested phantom units outstanding - December 31, 2019 120,562 $ 11.49 Vested (111,699) $ 11.32 Forfeited (8,863) $ 14.26 Unvested phantom units outstanding - December 31, 2020 — $ — The total fair value of phantom units that vested during the year ended December 31, 2020 totaled $279. The Company previously granted phantom units to employees of related companies who are providing services to the Company under the Shared Services Agreement with NantWorks (see Note 19) as well as certain consultants of the Company. No phantom units were granted during the years ended December 31, 2021 and 2020. All other grants of phantom units have been made to employees of the Company. Stock-based compensation expense for the phantom units issued to participants who are based outside of the United States is re-measured at the end of each reporting period until the awards vest. The Company used the accelerated attribution method to recognize expense for all phantom units since the awards' vesting was subject to the completion of a liquidity event. The grant date fair value of the phantom units granted prior to LLC Conversion was estimated using both an option pricing method and a probability weighted expected return method. During the years ended December 31, 2021 and 2020, the Company issued 0 and 64,048 shares, respectively, of common stock to participants of the Phantom Unit Plan based in the United States, after withholding approximately 0 and 36,238 shares, respectively, to satisfy tax withholding obligations. The Company made a cash payment of $0 and $100 to cover employee withholding taxes upon the settlement of these vested phantom units during the years ended December 31, 2021 and 2020, respectively. 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. Following the approval of the amendments, a total of 24,800,000 shares of common stock were reserved for issuance pursuant to the 2016 Plan. The Company intends to settle all vested restricted stock unit payments held by United States-based participants, except for certain awards to the Chief Operating Officer, in shares of the Company’s common stock and the Company classify these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States, and those awards agreed with participants to be settled in cash, will be settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2021 and 2020. In order to satisfy payroll withholding tax obligations triggered by the issuance of shares of common stock to holders of restricted stock units, the Company issues recipients a net lower number of shares of common stock to satisfy tax withholding obligations and remitted a cash payment for the related withholding taxes. Stock Options Stock-based compensation expense is calculated based on the grant date fair value of the award and the attribution of that cost is being recognized ratably over requisite service periods of 1 to 4 years. Stock options expire ten years from the date of grant. The Company has utilized the Black-Scholes option-pricing model to determine the fair value of stock options based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant. The following table summarizes the weighted-average assumptions used to value stock options at their grant date and the weighted-average grant-date fair value per share: Year Ended December 31, 2021 2020 Expected volatility 70.37 % 71.94 % Expected term to exercise from grant date 6.0 years 6.2 years Risk-free rate 0.94 % 0.41 % Expected dividend yield — % — % Weighted-average grant-date fair value per share of options $ 1.24 $ 2.39 The following table summarizes the activity related to stock options during the year ended December 31, 2021: Number of Weighted-Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Stock options outstanding - December 31, 2019 5,815,724 $ 0.56 Granted 5,195,000 $ 3.76 Exercised (260,600) $ 0.55 $ 780 Forfeited (725,000) $ 1.03 Stock options outstanding - December 31, 2020 10,025,124 $ 2.19 9.1 years $ 13,372 Granted 7,090,000 $ 2.00 Exercised (504,488) $ 0.55 $ 915 Forfeited (2,135,000) $ 2.80 $ 743 Stock options outstanding - December 31, 2021 14,475,636 $ 2.06 8.8 years $ 1,987 Stock options exercisable - December 31, 2021 4,469,386 $ 1.40 7.9 years $ 1,560 As of December 31, 2021, the number, weighted-average exercise price, weighted-average remaining contractual term, and aggregate intrinsic value of the Company's aggregate stock options that either had vested or are expected to vest approximate the corresponding amounts for stock options outstanding. As of December 31, 2021, the Company had $12,752 of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.1 years. 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 grant date fair value of the restricted stock units is determined based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant. Each grant of restricted stock units made to a participant vests over a requisite service period of 1 to 4 years. The Company intends to settle all vested restricted stock unit payments held by United States-based participants in shares of the Company’s common stock and classifies these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States will be settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2021 and 2020. The following table summarizes the activity related to the unvested restricted stock units during the years ended December 31, 2021 and 2020: Number of Units Weighted-Average Grant-Date Fair Value Unvested restricted stock units outstanding - December 31, 2019 705,415 $ 2.68 Granted 179,558 $ 1.81 Vested (540,711) $ 3.10 Forfeited (90,954) $ 1.41 Unvested restricted stock units outstanding - December 31, 2020 253,308 $ 1.64 Vested (118,603) $ 1.52 Forfeited (15,000) $ 1.23 Unvested restricted stock units outstanding - December 31, 2021 119,705 $ 1.81 Unrecognized compensation expense related to unvested restricted stock units was $129 at December 31, 2021, which is expected to be recognized as expense over the weighted-average period of 1.2 years. The total fair value of RSUs that vested during the years ended December 31, 2021 and 2020 was $385 and $1,516, respectively. During the years ended December 31, 2021 and 2020, the Company issued 100,053 and 391,738 shares, respectively, of common stock to participants of the 2016 Plan based in the United States, after withholding approximately 18,550 and 249,249 shares, respectively, to satisfy tax withholding obligations. The Company made a cash payment of $50 and $698 to cover employee withholding taxes upon the settlement of these vested restricted stock units during the years ended December 31, 2021 and 2020, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock attributable to NantHealth for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Net loss per share numerator: Net loss from continuing operations $ (58,566) $ (88,439) Net loss attributable to noncontrolling interests (284) (120) Net loss from continuing operations attributable to NantHealth (58,282) (88,319) Income from discontinued operations, net of tax, attributable to NantHealth 23 31,993 Net loss for basic and diluted net loss per share $ (58,259) $ (56,326) Weighted-average shares for basic net loss per share 114,148,604 110,954,858 Effect of dilutive securities — — Weighted-average shares for dilutive net loss per share 114,148,604 110,954,858 Basic and diluted net loss per share attributable to NantHealth: Continuing operations - common stock $ (0.51) $ (0.80) Discontinued operations - common stock $ — $ 0.29 Total net loss per share - common stock $ (0.51) $ (0.51) 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: Year Ended 2021 2020 Unexercised stock options 14,475,636 10,025,124 Unvested restricted stock units 119,705 253,308 Convertible notes 35,732,853 8,815,655 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions NantWorks Shared Services Agreement In October 2012, the Company entered into a shared services agreement with NantWorks that provides for ongoing services from NantWorks in areas such as public relations, information technology and cloud services, human resources and administration management, finance and risk management, environmental health and safety, sales and marketing services, facilities, procurement and travel, and corporate development and strategy (the "Shared Services Agreement"). The Company is billed quarterly for such services at cost, without mark-up or profit for NantWorks, but including reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the associates providing the services. NantHealth also bills NantWorks and affiliates for services such as information technology and cloud services, finance and risk management, and facilities management, on the same basis. During the years ended December 31, 2021 and 2020, the Company recognized an expense of $561 and income of $162, respectively, in selling, general and administrative expenses for services provided to the Company by NantWorks and affiliates, net of services provided to NantWorks and affiliates. 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 11). The accrued and unpaid interest on the 2021 Notes held by Nant Capital was $586 at December 31, 2021, and was included as part of current related party payables, net in the Consolidated Balance Sheets. Related Party Receivables and Payables As of December 31, 2021 and 2020, the Company had related party receivables, net of related party payables, of $1,518 and $1,854, respectively, primarily consisting of a receivable from Ziosoft KK of $1,144 and $1,477, respectively, which was related to the sale of Qi Imaging. As of December 31, 2021 and 2020, the Company had related party payables, net of related party receivables, and related party liabilities of $43,439 and $35,329, 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. Assignment of The OpenNMS Group, Inc. On July 22, 2020, the Company entered into an assignment agreement (the “Assignment Agreement”) with Cambridge to acquire approximately 91% of The OpenNMS Group, Inc. for $5,577 in cash. Contemporaneously with the closing of the Assignment Agreement, OpenNMS issued call options to the Company consisting of, when exercised, cash payment of $278 and issuance of 56,769 shares of the Company's common stock in exchange for the 9% of the shares of OpenNMS common stock held by the remaining shareholders. These call options expired unexercised on September 30, 2020. As the Company and Cambridge are controlled by the Company's Chairman and CEO, the acquisition was treated as a transaction between entities under common control. The Company recognized the assets and liabilities transferred under the Assignment Agreement at their carrying amounts on July 22, 2020 based on Cambridge's historical cost, including the effects of purchase accounting from the November 1, 2019 acquisition of OpenNMS by Cambridge. The transaction did not cause a material change in the reporting entity, and the Company has not retrospectively adjusted its previously issued financial statements. The consolidation of OpenNMS at July 22, 2020 increased the Company's revenue by $763 and net loss by $1,311 for the year ended December 31, 2020. The intangible assets acquired are amortized over the weighted-average useful life of 5.9 years. These definite-lived intangible assets include developed technology of $2,500 (6-year useful life), installed user base of $1,400 (6-year useful life), customer relationship of $1,000 (6-year useful life), and trade name of $300 (4-year useful life). The table below shows the asset and liabilities recorded from the consolidation of the acquisition of OpenNMS. Amounts Total cash consideration $ 5,577 Assets and liabilities of OpenNMS at assignment: Cash and cash equivalents 102 Goodwill 1,026 Intangible asset, net 4,553 Other assets 1,097 Other liabilities assumed (1,227) Net assets acquired at assignment 5,551 Noncontrolling interests (503) Recorded as distribution from additional paid-in capital $ 529 In August 2021, the Company purchased the remaining 9%, or 241,485 shares of outstanding OpenNMS common stock held by the remaining shareholders for $556 in cash. The Company recognized the difference between the $556 purchase price and the $100 carrying value of the non-controlling interest acquired as a reduction to additional paid in capital of $456. As of August 24, 2021, the Company owns 100% of the outstanding common stock of OpenNMS. Amended Reseller Agreement On June 19, 2015, the Company entered into a five and a half year exclusive Reseller Agreement with NantOmics for sequencing and bioinformatics services (the "Original Reseller Agreement"). NantOmics is a majority owned subsidiary of NantWorks and is controlled by the Company's Chairman and CEO. On May 9, 2016, the Company and NantOmics executed an Amended and Restated Reseller Agreement (the “Amended Reseller Agreement”), pursuant to which the Company received the worldwide, exclusive right to resell NantOmics’ quantitative proteomic analysis services, as well as related consulting and other professional services, to institutional customers (including insurers and self-insured healthcare providers) throughout the world. The Company retained its existing rights to resell NantOmics’ molecular analysis and bioinformatics services. Under the Amended Reseller Agreement, the Company is responsible for various aspects of delivering its sequencing and molecular analysis solutions, including patient engagement and communications with providers such as providing interpretations of the reports delivered to the physicians and resolving any disputes, ensuring customer satisfaction, and managing billing and collections. On September 20, 2016, the Company and NantOmics further amended the Amended Reseller Agreement (the "Second Amended Reseller Agreement"). The Second Amended Reseller Agreement permits the Company to use vendors other than NantOmics to provide any or all of the services that are currently being provided by NantOmics and clarifies that the Company is responsible for order fulfillment and branding. The Second Amended Reseller Agreement grants to the Company the right to renew the agreement (with exclusivity) for up to three renewal terms, each lasting three years, if the Company achieves projected volume thresholds, as follows: (i) the first renewal option can be exercised if the Company completes at least 300,000 tests between June 19, 2015 and June 30, 2020; (ii) the second renewal option can be exercised if the Company completes at least 570,000 tests between July 1, 2020 and June 30, 2023; and (iii) the third renewal option can be exercised if the Company completes at least 760,000 tests between July 1, 2023 and June 30, 2026. If the Company does not meet the applicable volume threshold during the initial term or the first or second exclusive renewal terms, the Company can renew for a single additional three-year term, but only on a non-exclusive basis. The Company paid 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 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 calender years 2021 through 2023. As of December 31, 2021 and 2020, the Company had $0 and $3, respectively, outstanding related party payables under the Second Amended Reseller Agreement. During the years ended December 31, 2021 and 2020, direct costs of $0 and $51, respectively, were recorded as cost of revenue related to the Second Amended Reseller Agreement. Cambridge Purchase Agreement On December 15, 2016, the Company entered into the Cambridge Purchase Agreement with Cambridge, an entity affiliated with the Company's Chairman and CEO, Dr. Soon-Shiong, to issue and sell $10,000 in aggregate principal amount of the 2016 Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Cambridge Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions (see Note 11). On April 13, 2021, NantHealth entered into a transaction as part of the Exchange Agreement with Cambridge to exchange $5,000 principal amount of its $10,000 in existing 2016 Notes for shares of the Company’s common stock (see Note 11). On December 15, 2021, the Company paid the remaining $5,000 principal and accrued interest of $138. 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 December 31, 2021, 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. 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 $250,000 as of 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 December 31, 2021, the total interest outstanding on this note amounted to $66 and is included in related party payables, net. On August 8, 2018, we executed a promissory note in favor of Nant Capital, with a maturity date of June 15, 2022. On December 31, 2020, we executed an agreement with Nant Capital to amend and restate the original promissory note, allowing us to request advances up a maximum commitment of $125,000 that bears interest at a per annum rate of 5.5% , extended the maturity date to December 31, 2023, and created an option for the securitization of the debt under the promissory note upon full repayment of the 2016 Notes. Interest payments on outstanding amounts are due on December 15th of each calendar year. The promissory note includes customary negative covenants. On April 27, 2021, in connection with the issuance of the 2021 Notes, we 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. No advances have been made under the promissory note. As of December 31, 2021, 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 and employees, including certain NantHealth employees of Immunity Bio, 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 $135 for the year ended December 31, 2021 . |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | Employee Retirement Plan The Company has a qualified defined contribution plan (the “NantHealth 401(k) Plan”) under Section 401(k) of the Internal Revenue Code covering eligible associates, including associates at certain of its subsidiaries. Associate contributions to the NantHealth 401(k) Plan are voluntary. The Company contributes a 100% match up to 3.0% of the participant’s eligible annual compensation, which contribution fully vests after three years of service. Participants’ contributions are limited to their annual tax deferred contribution limit as allowed by the Internal Revenue Service. For the years ended December 31, 2021 and 2020, the C ompany ’s total matching contributions to the NantHealth 401(k) Plan were $608 and $1,098, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventOn February 18, 2022, we received a notice from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”) because our common stock failed to maintain a minimum closing bid price of $1.00 for 30 consecutive business days. If we fail to regain compliance with the minimum bid price requirement, our stock may be delisted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of Presentation and Principles of ConsolidationThe accompanying Consolidated Financial Statements include the accounts of NantHealth and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The results of operations of the entities disposed of are included in the Consolidated Financial Statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. |
Use of Estimates | Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates. The estimates and assumptions used in the accompanying 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. Accordingly, management has determined that the Company operates in one reportable segment. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of sales taxes collected from customers, which are subsequently remitted to governmental authorities. The Company’s revenue is generated from the following sources: • Software-as-a-service (“SaaS”) related - SaaS related revenue is generated from customers’ access to and usage of the Company’s hosted software solutions on a subscription basis for a specified contract term. In SaaS arrangements, the customer cannot take possession of the software during the term of the contract and generally has the right to access and use the software and receive any software upgrades published during the subscription period. SaaS contracts are accounted for as a single performance obligation, as implementation and hosting services are not distinct. As a result, the Company recognizes all fees, including any up front initial system implementation service fees, or other fees, ratably over time from when the system implementation or deployment services are completed, and where necessary accepted by the customer, over the contract term, as stated, or with consideration of termination for convenience clauses as discussed below. • Maintenance - Maintenance revenue includes technical support and maintenance on OpenNMS software during the contract term. Revenue is recognized over the maintenance or support term. The Company’s networking monitoring solutions typically consist of a term-based subscription to the OpenNMS software license and maintenance, which entitle customers to unspecified software updates and upgrades on a when-and-if-available basis. The Company has determined that its promises to transfer the software license and the related maintenance are not separately identifiable because the licensed software and the software updates and upgrades are highly interdependent and highly interrelated, working together to deliver a continuously updated networking monitoring solution. The Company therefore considers the software license and related maintenance obligations to represent a single, combined performance obligation with revenue recognized over the subscription period. • Professional services - Professional services revenue is generated from consulting services to help customers install, integrate and optimize OpenNMS, sponsored development, and training to assist customers deploy and use OpenNMS solutions. Sponsored development relates to professional services to build customer specific functionality, features, and enhancements into the OpenNMS open source platform. Revenue is recognized over time for most of the Company's contracts as performance obligations are satisfied, as the Company is continuously transferring control to the customer. Typically, revenue is recognized over time using direct labor hours as a measure of progress. If any significant obligations to the customer remain post-delivery, typically involving obligations relating to acceptance by the customer, revenue recognition is deferred until such obligations have been fulfilled. Customers are generally billed as the Company satisfies its performance obligations. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones. Management assesses whether contracts entered into at, or near, the same time, should be combined, based on evaluation of the commercial objectives of the contracts. Certain of the Company’s customer contracts allow for termination for convenience, with advanced notice, without substantive termination penalty. In these cases, the Company has concluded the contract term is equal to the remaining non-cancelable period. Such termination rights do not allow for refunds other than prepaid services. These provisions do not affect when the Company commences revenue recognition. Contracts with Multiple Promises for Goods and Services The Company engages in various contracts with promises for multiple goods and services, which may generate revenue across any of the sources noted above. In certain contracts, the Company recognizes its proprietary software, software license, technical support, maintenance, consulting services, sponsored development services, training, certain professional services, and other software-related services as distinct performance obligations. Standalone selling prices (“SSP”) are required to be allocated and revenue recognized for each distinct performance obligation within each contract. Judgment is required to determine the SSP for each distinct performance obligation. The SSP for each performance obligation is determined by considering contracts in which the good or service is sold separately and other factors, including market conditions and the Company’s experience selling similar goods and services, as well as costs and margins achieved. In some cases, to estimate the SSP, the Company first estimates the selling price of each performance obligation for which an SSP is observable and then estimates the SSP of the remaining performance obligation as the residual contractual amount. Generally, consulting and sponsored development professional services do not involve significant integration or customization of the OpenNMS software. As such, consulting and sponsored development are considered distinct performance obligations. The Company has reseller arrangements, and for each promised good or service, the Company evaluates whether it is a principal or an agent. The Company assesses control in terms of relevant indicators of performance, inventory, and pricing risk, such as which party negotiates pricing with the end customer and which party is ultimately responsible for fulfilling services, transferring goods and services, and ensuring support. |
Cost of Revenue | Cost of Revenue Cost of revenue includes associated salaries and fringe benefits, stock-based compensation, consultant costs, direct reimbursable travel expenses, depreciation related to software developed for internal use, depreciation related to lab equipment, and other direct engagement costs associated with the design, development, sale and installation of systems, including system support and maintenance services for customers. System support includes ongoing customer assistance for software updates and upgrades, installation, training and functionality. All service costs, except development of internal use software and deferred implementation costs, are expensed when incurred. Amortization of deferred implementation costs are also included in cost of revenue. Cost of revenue associated with each of the Company’s revenue sources consists of the following types of costs: • Software-as-a-service related - SaaS related cost of revenue includes personnel-related costs, amortization of deferred implementation costs, amortization of internal-use software, and other direct costs associated with the delivery and hosting of the Company's subscription services. • Maintenance - Maintenance cost of revenue includes personnel-related costs, amortization of internal-use software, and other direct costs associated with the ongoing support or maintenance provided to the Company’s customers. • Professional services - Professional services cost of revenue include personnel-related costs and other direct costs associated with consulting, sponsored development, and training provided to the Company's customers. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expense consists primarily of personnel-related expenses for the Company's sales and marketing, finance, legal, human resources, administrative personnel, stock-based compensation, advertising and marketing promotions of NantHealth solutions, and corporate shared services fees from NantWorks. This includes amortization of deferred commission costs. It also includes trade show and event costs, sponsorship costs, point of purchase display expenses and related amortization |
Research and Development Expenses | Research and Development Expenses Research and development (“R&D”) costs incurred to establish the technological feasibility of software to be sold are expensed as incurred. These expenses include the costs of the Company’s proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Research and development expenses consist primarily of personnel-related costs for employees working on development of solutions, including salaries, benefits, and stock-based compensation. Also included are non-personnel costs such as consulting and professional fees to third-party development resources. Substantially all of the Company's research and development expenses are related to developing new software solutions and improving its existing software solutions. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements granted to employees in accordance with ASC 718, Compensation–Stock Compensation, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. The Company accounts for stock-based compensation arrangements issued to nonemployees using the fair value approach prescribed by ASC 505-50, Equity-Based Payments to Non-Employees. Prior to January 1, 2019 when the Company adopted ASU No. 2018-07, Improvement to nonemployee share-based payment accounting , the value of nonemployee stock-based compensation was re-measured at the end of each reporting period until the award vests and is recognized as stock-based compensation expense over the period during which the nonemployee provides the services. After the adoption of ASU No. 2018-07, the value of nonemployee stock-based compensation is measured at the grant date fair value of the award and the resulting expense is recognized over the period during which the nonemployee provides the services. Stock-based compensation expense for both employee and nonemployee awards is recognized on a straight-line basis over the appropriate service period for awards that are only subject to service conditions and is recognized using the accelerated attribution method for awards that are subject to performance conditions. Stock-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. All excess tax benefits and tax deficiencies are recognized as income tax benefit or expense in the income statement as discrete items in the reporting period in which they occur, and such tax benefits and tax deficiencies are not included in the estimate of an entity’s annual effective tax rate, applied on a prospective basis. The recognition of excess tax benefits is deferred until the benefit is realized through a reduction to taxes payable. When the Company applies the treasury stock method in calculating diluted earnings per share, excess tax benefits, if applicable, and deficiencies from the calculation of assumed proceeds are excluded since such amounts are recognized in the income statement. Excess tax benefits if applicable, are classified as operating activities in the same manner as other cash flows related to income taxes on the statement of cash flows. |
Change In Fair Value Of Bookings Commitment | Change in Fair Value of Bookings Commitment The Company has classified the Bookings Commitment assumed upon the disposal of the provider/patient engagement solutions business described in Note 12 as part of accrued and other current liabilities and other liabilities in the Consolidated Balance Sheets. This liability is subject to re-measurement at each balance sheet date, and the Company recognizes any changes in fair value within other income/expense, net. The fair value of the liability is estimated 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 change in the fair value of this liability is primarily due to changes in the costs of debt based on a yield curve and the passage of time (see Note 12). |
Income Taxes | Income Taxes The Company records the federal and state tax provision of the consolidated group and foreign tax provision of its foreign subsidiaries. ASC 740, Income Taxes , provides the accounting treatment for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As part of the process of preparing its Consolidated Financial Statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which the Company conducts business. This process involves estimating the actual current tax expense in conjunction with the evaluation and measurement of temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary differences result in the establishment of deferred tax assets and liabilities, which are recorded on a net basis and included in the Company's Consolidated Balance Sheets. The Company then evaluates on a periodic basis the probability that the net deferred tax assets will be recovered and therefore realized from future taxable income and to the extent the Company believes that recovery is not more likely than not, a valuation allowance is established to address such risk resulting in an additional related provision for income taxes during the period. Significant management judgment is required in determining its provision for income taxes, its deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation allowance, including taking into consideration the probability of the tax contingencies being incurred. Management assesses this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases. If at a later time its assessment of the probability of these tax contingencies changes, its accrual for such tax uncertainties may increase or decrease. The Company has a valuation allowance due to management’s overall assessment of risks and uncertainties related to its future ability to realize and, hence, utilize certain deferred tax assets, primarily consisting of net operating losses ("NOLs"), carry forward temporary differences and future tax deductions. The effective tax rate for annual and interim reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company's estimate. Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs. |
Net Loss Per Share | Net Loss Per ShareBasic net loss per common share attributable to NantHealth is computed by dividing the net loss attributable to NantHealth by the weighted average number of shares of common stock outstanding during the respective periods, without consideration of common stock equivalents. Diluted net loss per common share attributable to NantHealth is computed by dividing the net loss attributable to NantHealth by the weighted average number of shares of common stock outstanding during the respective periods, adjusted to give effect to potentially dilutive securities. However, potentially dilutive securities are excluded from the computation of diluted net loss per common share attributable to NantHealth to the extent that their effect is anti-dilutive. If there is a net loss from continuing operations attributable to NantHealth, diluted net loss per share attributable to NantHealth is computed in the same manner as basic net loss per share attributable to NantHealth is computed, even if the Company reports net income as a result of discontinued operations attributable to NantHealth. The Company applies treasury method in calculating weighted average dilutive number of shares for its stock plans. The convertible notes will be reflected in diluted loss per share using the if-converted method until the Company makes an irrevocable settlement election requiring the future settlement of the convertible notes to have the principal amount settled in cash. |
Foreign Currency Translation | Foreign Currency Translation The Company has operations and holds assets in various foreign countries. The local currency is the functional currency for the Company’s subsidiaries in the United Kingdom and Canada. Assets and liabilities are translated at end-of-period exchange rates while revenues and expenses are translated at the average exchange rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income/loss until the translation adjustments are realized. |
Leases | Leases The Company determines if an arrangement is a lease at inception . Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities are included in property, plant, and equipment, net, other current liabilities, and other liabilities in the Consolidated Balance Sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rate based on the information available at commencem ent date, or at January 1, 2019 for the Company's leases on transition to ASC 842, in determining the present value of future payments. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. For data center leases and real estate leases, the Company accounts for the lease and non-lease components as a single lease component. The Company treats data center leases with lease terms of less than one year as short-term leases and recognizes the lease expense straight-line over the lease term. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Management routinely monitors the factors impacting the acquired assets and liabilities. Transaction related costs are expensed as incurred. The operating results of the acquired business are reflected in the Company’s Consolidated Financial Statements as of the acquisition date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Quoted prices for identical assets or liabilities in active markets; • Level 2—Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable; and • Level 3—Unobservable inputs that reflect estimates and assumptions. The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, notes payable, deferred revenue, and other current monetary assets and liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. In accordance with this guidance, the Company measures its cash equivalents at fair value. The Company’s cash equivalents are classified within Level 1. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with an initial maturity of three months or less to be cash equivalents. These amounts are stated at cost, which approximates fair value. At December 31, 2021 and 2020, cash equivalents were deposited in financial institutions and consisted of immediately available fund balances. Cash and cash equivalents are maintained at stable financial institutions, generally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against bad debt expense when identified. |
Insurance Recoveries | Insurance Recoveries The Company records probable insurance recoveries gross of related liabilities. The income and expense related to these amounts are recorded net in selling, general and administrative expenses. If the recoveries exceed the loss recognized in the financial statements, such recoveries are recorded in other expense, net, once any contingencies relating to the insurance claim have been resolved. |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment received in connection with business combinations are recorded at fair value. Property, plant and equipment acquired in the normal course of business are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets (see Note 7). Maintenance and repairs are charged to expense as incurred while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Property, plant and equipment is tested for impairment, and depreciation estimates and methods are reviewed, whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Internal-Use Software The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other . Computer software development costs are expensed as incurred, except for internal-use software costs that qualify for capitalization, and include employee related expenses, including salaries, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment in the Consolidated Balance Sheets. The Company expenses costs incurred in the preliminary project and post implementation stages of software development and capitalizes qualifying costs incurred in the application development stage and costs associated with significant enhancements to existing internal-use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. Internal-use software is tested for impairment where assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized but is tested for impairment annually as of October 1 or between annual tests when an impairment indicator exists. In the event there is a change in reporting units or segments, the Company will test for impairment at the reporting unit. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. As part of the annual impairment test, the Company may conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In a qualitative assessment, the Company would consider the macroeconomic conditions, including any deterioration of general conditions, industry and market conditions, including any deterioration in the environment where the reporting unit operates, increased competition, changes in the products/services and regulator and political developments; cost of doing business; overall financial performance, including any declining cash flows and performance in relation to planned revenues and earnings in past periods; other relevant reporting unit specific facts, such as changes in management or key personnel or pending litigation, and events affecting the reporting unit, including changes in the carrying value of net assets. If an optional qualitative goodwill impairment assessment is not performed, the Company is required to determine the fair value of each reporting unit. If a reporting unit’s carrying value is in excess of its fair value, such excess is recorded as an impairment loss. Under the accounting guidance, there is no requirement to perform a qualitative assessment for reporting units with zero or negative carrying values. Accounting guidance requires that definite-lived intangible assets be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Amortization of finite-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. If the estimates of the useful lives change, the Company amortizes the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset to its fair value may be required at such time. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Investment in Related Party | Investment in Related Party Investment in and advances to a related party in which the Company has a substantial ownership interest of approximately 20% to 50%, or for which the Company exercises significant influence but not control over policy decisions, are accounted for by the equity method. An investment in a limited liability company that is similar to a partnership is also accounted for under the equity method if more than minor influence over the operation of the investee exists (generally through more than 3-5% ownership). As part of that accounting, the Company recognizes gains and losses that arise from the issuance of stock by a related party that results in changes in the Company’s proportionate share of the dollar amount of the related party’s equity. Investment in related party is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company’s carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in net loss. In making the determination as to whether a decline is other than temporary, the Company considers such factors as the duration and extent of the decline, the investee’s financial performance, and the Company’s ability and intention to retain its investment for a period that will be sufficient to allow for any anticipated recovery in the investment’s market value. The new cost basis of investments in these equity investees is not changed for subsequent recoveries in fair value. As of June 30, 2020, the Company determined that other-than-temporary impairments in the full remaining carrying value of the investment in NantOmics have occurred (see Note 10). After the Company's equity method investment in NantOmics was reduced to zero, the Company no longer applies the equity method to record additional losses until NantOmics subsequently reports net income and that net income equals the share of net losses not recognized during the period the equity method was suspended. |
Deferred Revenue | Deferred Revenue The Company records deferred revenue when it receives cash from customers prior to meeting the applicable revenue recognition criteria. The Company uses judgment in determining the period over which the deliverables are recognized as revenue. As of December 31, 2021 and 2020, current and non-current deferred revenue are comprised of deferrals for fees related to SaaS arrangements, technical support and maintenance, services and other revenue. Non-current deferred revenue as of December 31, 2021 is expected to be recognized in a period more than 12 months after that date. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU') No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU No. 2020-06 is effective for fiscal periods beginning after December 15, 2023. The Company early adopted ASU 2020-06 on a modified retrospective basis on January 1, 2021. The cumulative effect of the adoption on accumulated deficit and additional paid-in capital was a decrease of $8,572 and $14,318, respectively, on January 1, 2021. Under the new guidance, the Company will record less noncash interest expense going forward as the cash conversion model that was previously applied is now eliminated. Upcoming Accounting Standard Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which changes how companies measure credit losses on most financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the Company expects to collect over the instrument's contractual life. ASU No. 2016-13 is effective for fiscal periods beginning after December 15, 2022 and must be adopted as a cumulative effect adjustment to retained earnings. Early adoption is permitted. The Company is still evaluating the effects of this ASU. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not have, nor are believed by management to have, a material impact on the Company's present or future Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk | The following table summarizes the number of customers that individually comprise greater than 10% of revenues and/or 10% of accounts receivable, and their aggregate percentages of total revenues and total billed and unbilled accounts receivable: Period Significant Customers Percentage of Total Revenues Percentage of Total Accounts Receivable A B C E A B D G Year Ended December 31, 2021 3 22.8 % 12.9 % (1) (1) 26.2 % 12.2 % 13.7 % (1) Year Ended December 31, 2020 6 17.5 % 15.5 % 14.9 % 11.2 % (1) 20.7 % 23.3 % 10.6 % (1) Amounts less than 10% are not disclosed. |
Discontinued Operations and D_2
Discontinued Operations and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedules of Discontinued Operations | The total gain on sale of the Connected Care Business consisted of the following: Cash received as consideration $ 47,250 Less: Costs to sell (849) Less: Carrying value of net assets sold (14,190) Gain on sale of the Connected Care Business $ 32,211 The operating results of the Company's discontinued operation are as follows: Year Ended December 31, 2020 Major classes of line items constituting pretax income of discontinued operations Net revenue $ 1,165 Cost of revenue (467) Selling, general and administrative (532) Research and development (601) Other expense, net (5) Pretax loss from discontinued operations related to major classes of pretax loss (440) Pretax gain on sale of the Connected Care Business 32,211 Total pretax income from discontinued operations 31,771 Benefit from income taxes (262) Total income from discontinued operations, net of tax $ 32,033 The significant operating and investing cash and noncash items of the discontinued operation included in the Consolidated Statements of Cash Flows for the Year Ended December 31, 2020 was as follows: Year Ended December 31, 2020 Cash flows from operating activities: Depreciation and amortization $ 10 Gain on sale of the Connected Care Business 32,211 Cash flows from investing activities: Net proceeds from sale of the Connected Care Business 46,401 Purchases of property and equipment, including internal-use software 76 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule Of Activity In The Allowance For Doubtful Accounts | A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2021 and 2020 is as follows: Balance at beginning of the period Additions to expense (Write offs) / Recoveries Balance at end of the period Year ended December 31, 2021 $ 44 28 (70) $ 2 Year ended December 31, 2020 $ 95 40 (91) $ 44 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets And Other Current Liabilities [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Prepaid expenses $ 2,256 $ 2,268 Restricted cash 1,180 238 Other current assets 574 998 Prepaid expenses and other current assets $ 4,010 $ 3,504 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Payroll and related costs $ 8,545 $ 7,247 Accrued liabilities 2,640 1,455 Booking Commitment (see Note 12) 1,661 1,662 Interest payable 703 289 Operating lease liabilities 1,912 1,900 Other accrued and other current liabilities 897 1,422 Accrued and other current liabilities $ 16,358 $ 13,975 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net as of December 31, 2021 and 2020 consisted of the following: December 31, Useful life (in years) 2021 2020 Computer equipment and software 3 - 5 $ 9,267 $ 12,332 Furniture and equipment 5 - 7 1,060 1,168 Leasehold and building improvements (1) 3,821 4,282 Property, plant, and equipment, excluding internal-use software 14,148 17,782 Less: Accumulated depreciation and amortization (10,857) (12,837) Property, plant and equipment, excluding internal-use software, net 3,291 4,945 Internal-use software 3 43,314 38,488 Construction in progress - Internal-use software 1,082 1,616 Less: Accumulated depreciation and amortization - internal-use software (35,321) (31,947) Internal-use software, net 9,075 8,157 Property, plant and equipment, net $ 12,366 $ 13,102 (1) Useful lives for leasehold and building improvements represent the term of the lease or the estimated life of the related improvements, whichever is shorter. |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s definite-lived intangible assets as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 Customer Developed Technologies Trade Name Installed User Base Total Gross carrying amount $ 53,000 $ 34,500 $ 3,300 $ 1,400 $ 92,200 Accumulated amortization (21,161) (28,331) (3,163) (506) (53,161) Intangible assets, net $ 31,839 $ 6,169 $ 137 $ 894 $ 39,039 December 31, 2020 Customer Developed Technologies Trade Name Installed User Base Total Gross carrying amount $ 53,000 $ 34,500 $ 3,300 $ 1,400 $ 92,200 Accumulated amortization (17,528) (23,343) (3,088) (272) (44,231) Intangible assets, net $ 35,472 $ 11,157 $ 212 $ 1,128 $ 47,969 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expense over the next five years and thereafter for the intangible assets that exist as of December 31, 2021 is as follows: Amounts 2022 $ 8,930 2023 4,346 2024 4,283 2025 4,147 2026 3,467 Thereafter 13,866 Total future intangible amortization expense $ 39,039 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company used the following summarized financial information for NantOmics for the trailing twelve months ended September 30, 2020 to record its equity investment method losses, as applicable, for the year ended December 31, 2020. Twelve Months Ended Revenues $ 349 Gross loss (1,641) Loss from operations (7,806) Impairments on equity investments — Net loss (2,618) Net loss attributable to NantOmics (2,559) Other comprehensive income — |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The following table summarizes the parties involved in the issuance of the convertible notes and their respective balances in the Company's Consolidated Balance Sheets as of December 31, 2021 and 2020: Related party Others Total 2021 Notes: 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 2016 Notes: Balance as of December 31, 2020 Gross proceeds $ 10,000 $ 97,000 $ 107,000 Unamortized debt discounts and deferred financing offering costs (589) (6,422) (7,011) Net carrying amount $ 9,411 $ 90,578 $ 99,989 |
Schedule of Interest Expense | The following table sets forth the Company's interest expense incurred for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Related party Others Total Related party Others Total Accrued coupon interest expense $ 1,898 $ 2,278 $ 4,176 $ 550 $ 5,335 $ 5,885 Amortization of debt discounts 21 119 140 533 5,197 5,730 Amortization of deferred financing offering costs 57 426 483 14 733 747 Total convertible notes interest expense $ 1,976 $ 2,823 $ 4,799 $ 1,097 $ 11,265 $ 12,362 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 consisted of the following: 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 December 31, 2020 Total fair value Quoted price in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities Bookings Commitment $ 32,651 $ — $ — $ 32,651 Interest make-whole derivative 4 $ — $ — $ 4 |
Summary of Changes in the Fair Value | The following tables set forth a summary of changes in the fair value of Level 3 liabilities for the years ended December 31, 2021 and 2020: December 31, 2020 Transfers in (out) (1) Change in fair value recognized in earnings December 31, 2021 Liabilities Interest make-whole derivative - related party and others $ 4 $ — $ (4) $ — Bookings Commitment 32,651 (500) 2,323 34,474 $ 32,655 $ (500) $ 2,319 $ 34,474 December 31, 2019 Transfers in (out) (1) Change in fair value December 31, 2020 Liabilities Interest make-whole derivative - related party and others $ — $ — $ 4 $ 4 Bookings Commitment 21,983 (500) 11,168 32,651 $ 21,983 $ (500) $ 11,172 $ 32,655 (1) Transfers out of the Bookings Commitment fair value liability relates to the Annual Minimum Commitment, which was recorded in accrued and other current liabilities. Fair Value of Convertible Notes held at amortized cost As of December 31, 2021 and 2020, the fair value and carrying value of the Company's convertible notes were: Fair value Carrying value Face value 2021 Notes 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 Fair value Carrying value Face value 2016 Notes Balance as of December 31, 2020 Related party $ 9,553 $ 9,411 $ 10,000 Others 92,660 90,578 97,000 $ 102,213 $ 99,989 $ 107,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | Lease expense, charged to selling, general and administrative expense, for the year ended December 31, 2021 and 2020 consisted of: Year Ended December 31, 2021 2020 Operating lease cost $ 2,308 $ 2,428 Short-term lease cost 738 961 Variable cost 590 502 Sublease income (74) (212) Total lease cost $ 3,562 $ 3,679 Other information regarding the Company's leases: Year Ended December 31, 2021 2020 Operating cash flows for operating leases $ (2,717) $ (2,767) Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 319 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 387 Weighted average remaining lease term - operating leases 4.3 years 5.0 years Weighted average discount rate - operating leases 11 % 11 % |
Schedule of Operating Lease Maturities | Maturities of the Company's operating leases at December 31, 2021 were as follows: Amounts 2022 $ 2,677 2023 2,686 2024 2,531 2025 678 2026 609 Thereafter 1,087 Total future minimum lease payments 10,268 Less: imputed interest (2,108) Total $ 8,160 As reported in the Consolidated Balance Sheet Accrued and other current liabilities $ 1,912 Operating lease liabilities 6,248 $ 8,160 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The amount of loss before taxes from continuing operations is as follows: Year Ended 2021 2020 U.S. loss before taxes (58,928) (88,360) Foreign income before taxes 459 368 Loss before income taxes (58,469) (87,992) |
Schedule of provision for income taxes | The components of the provision for income taxes are presented in the following table: Year Ended 2021 2020 Current: Federal $ — $ (13) State 89 170 Foreign 68 66 Total current provision 157 223 Deferred: Federal (2) (80) State (45) 46 Foreign (13) (3) Total deferred benefit (60) (37) Less: (Benefit from) provision for income taxes from discontinued operations, net — (261) Provision for (benefit from) income taxes from continuing operations, net $ 97 $ 447 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax loss as a result of the following differences: Year Ended 2021 2020 United States federal tax at statutory rate 21.00 % 21.00 % Items affecting federal income tax rate: State tax, net of federal benefit 6.51 % 3.44 % Valuation allowance (37.34) % (23.07) % R&D Credit 9.47 % — % NOL Expiration (1.69) % (0.41) % Other adjustments 1.89 % (1.47) % Effective income tax rate (0.16) % (0.51) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Deferred income tax assets: Accounts payable and accrued expenses $ 10,786 $ 9,899 163(j) interest limitation 10,693 6,903 Deferred revenue 159 88 Allowance for doubtful accounts 83 92 Property, plant and equipment, net 396 1,044 Intangibles 125 95 Investments 60,185 58,779 Stock-based compensation 1,612 713 Other — 59 Operating lease liabilities 2,249 2,565 Research and development tax credits 5,533 — Net operating loss carryforwards 119,486 110,536 Less: Valuation allowance (187,075) (163,719) Total deferred income tax assets 24,232 27,054 Deferred income tax liabilities: State taxes (7,867) (6,750) Intangible assets, net (15,535) (17,446) Convertible notes — (1,549) Deferred costs to obtain a customer contract (226) (351) Capitalized labor costs (344) (520) Other (361) (394) Operating lease right-of-use assets (1,674) (1,897) Total deferred income tax liabilities (26,007) (28,907) Deferred income taxes, net $ (1,775) $ (1,853) |
Schedule of Unrecognized Tax Benefits Roll Forward | A summary of changes to the amount of unrecognized tax benefits is as follows: 2021 Unrecognized tax benefits as of December 31, 2020 $ — Increases related to prior year tax positions taken during the current year 1,037 Increases related to current year tax positions taken during the current year 86 Unrecognized tax benefits as of December 31, 2021 $ 1,123 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table reflects the components of stock-based compensation expense recognized in the Company's Consolidated Statements of Operations: Year Ended 2021 2020 Phantom units: Cost of revenue — 27 Selling, general and administrative — (23) Research and development — 36 Total phantom units stock-based compensation expense — 40 Stock options: Cost of revenue 188 100 Selling, general and administrative 3,012 1,688 Research and development 424 246 Total stock options stock-based compensation expense 3,624 2,034 Restricted stock units: Cost of revenue — 9 Selling, general and administrative 128 621 Research and development — 23 Total restricted stock units stock-based compensation expense 128 653 Related party share based payments Selling, general and administrative 67 — Research and development 68 — Total related party stock-based compensation expense 135 — Discontinued operations — (79) Total stock-based compensation expense 3,887 2,648 Amount capitalized to internal-use software 118 97 Total stock-based compensation cost $ 4,005 $ 2,745 |
Schedule of Share-based Compensation, Activity | The following table summarizes the activity related to the unvested phantom units during the year ended December 31, 2020. Number of Units Weighted-Average Grant-Date Fair Value Unvested phantom units outstanding - December 31, 2019 120,562 $ 11.49 Vested (111,699) $ 11.32 Forfeited (8,863) $ 14.26 Unvested phantom units outstanding - December 31, 2020 — $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the weighted-average assumptions used to value stock options at their grant date and the weighted-average grant-date fair value per share: Year Ended December 31, 2021 2020 Expected volatility 70.37 % 71.94 % Expected term to exercise from grant date 6.0 years 6.2 years Risk-free rate 0.94 % 0.41 % Expected dividend yield — % — % Weighted-average grant-date fair value per share of options $ 1.24 $ 2.39 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the activity related to stock options during the year ended December 31, 2021: Number of Weighted-Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Stock options outstanding - December 31, 2019 5,815,724 $ 0.56 Granted 5,195,000 $ 3.76 Exercised (260,600) $ 0.55 $ 780 Forfeited (725,000) $ 1.03 Stock options outstanding - December 31, 2020 10,025,124 $ 2.19 9.1 years $ 13,372 Granted 7,090,000 $ 2.00 Exercised (504,488) $ 0.55 $ 915 Forfeited (2,135,000) $ 2.80 $ 743 Stock options outstanding - December 31, 2021 14,475,636 $ 2.06 8.8 years $ 1,987 Stock options exercisable - December 31, 2021 4,469,386 $ 1.40 7.9 years $ 1,560 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activity related to the unvested restricted stock units during the years ended December 31, 2021 and 2020: Number of Units Weighted-Average Grant-Date Fair Value Unvested restricted stock units outstanding - December 31, 2019 705,415 $ 2.68 Granted 179,558 $ 1.81 Vested (540,711) $ 3.10 Forfeited (90,954) $ 1.41 Unvested restricted stock units outstanding - December 31, 2020 253,308 $ 1.64 Vested (118,603) $ 1.52 Forfeited (15,000) $ 1.23 Unvested restricted stock units outstanding - December 31, 2021 119,705 $ 1.81 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of common stock attributable to NantHealth for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Net loss per share numerator: Net loss from continuing operations $ (58,566) $ (88,439) Net loss attributable to noncontrolling interests (284) (120) Net loss from continuing operations attributable to NantHealth (58,282) (88,319) Income from discontinued operations, net of tax, attributable to NantHealth 23 31,993 Net loss for basic and diluted net loss per share $ (58,259) $ (56,326) Weighted-average shares for basic net loss per share 114,148,604 110,954,858 Effect of dilutive securities — — Weighted-average shares for dilutive net loss per share 114,148,604 110,954,858 Basic and diluted net loss per share attributable to NantHealth: Continuing operations - common stock $ (0.51) $ (0.80) Discontinued operations - common stock $ — $ 0.29 Total net loss per share - common stock $ (0.51) $ (0.51) |
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: Year Ended 2021 2020 Unexercised stock options 14,475,636 10,025,124 Unvested restricted stock units 119,705 253,308 Convertible notes 35,732,853 8,815,655 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Assignment of OpenNMS | The table below shows the asset and liabilities recorded from the consolidation of the acquisition of OpenNMS. Amounts Total cash consideration $ 5,577 Assets and liabilities of OpenNMS at assignment: Cash and cash equivalents 102 Goodwill 1,026 Intangible asset, net 4,553 Other assets 1,097 Other liabilities assumed (1,227) Net assets acquired at assignment 5,551 Noncontrolling interests (503) Recorded as distribution from additional paid-in capital $ 529 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 29,084 | $ 22,787 | ||
Accumulated deficit | (1,052,897) | (1,003,210) | ||
Net loss | (58,543) | (56,446) | [1] | |
Total cash used in operating activities | $ (27,689) | (16,854) | [1] | |
Chief Executive Officer | OpenNMS | ||||
Business Acquisition [Line Items] | ||||
Outstanding shares purchased (in shares) | 241,485 | |||
Affiliated Entity | Promissory Note 5.50%, Due December 31, 2023 | ||||
Business Acquisition [Line Items] | ||||
Maximum borrowing capacity of notes receivable | $ 125 | |||
OpenNMS Assignment | ||||
Business Acquisition [Line Items] | ||||
Remaining percentage of voting interest acquired | 9.00% | |||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Change in discount rate, bookings | 2.00% | ||
Change in fair value of Bookings commitments | $ 3,890 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other current liabilities | Accrued and other current liabilities | |
Total stockholders' deficit | $ 161,992 | $ 111,400 | $ 57,136 |
Accumulated Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | 1,052,897 | 1,003,210 | 946,884 |
Additional Paid-In Capital | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | $ (891,105) | (891,583) | $ (889,955) |
Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | 5,746 | ||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | (8,572) | ||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | 14,318 | ||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standard Updated 2020-06 | Additional Paid-In Capital | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | 14,318 | ||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Accumulated Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total stockholders' deficit | $ 8,572 | ||
Software and Software Development Costs | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimated useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentration of Risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Significant Customers | 3 | 6 |
Customer Concentration Risk | Percentage of Total Revenues | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 22.80% | 17.50% |
Customer Concentration Risk | Percentage of Total Revenues | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.90% | 15.50% |
Customer Concentration Risk | Percentage of Total Revenues | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 14.90% | |
Customer Concentration Risk | Percentage of Total Revenues | Customer E | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11.20% | |
Customer Concentration Risk | Percentage of Total Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 26.20% | |
Customer Concentration Risk | Percentage of Total Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.20% | 20.70% |
Customer Concentration Risk | Percentage of Total Accounts Receivable | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13.70% | 23.30% |
Customer Concentration Risk | Percentage of Total Accounts Receivable | Customer G | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10.60% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 1,408 | $ 7,105 |
Capitalized contract cost | 810 | 1,321 |
Amortization of capitalized contract cost | 860 | $ 934 |
Unfulfilled performance obligations | $ 4,004 | |
Expected timing of performance obligation fulfillment | expected to be fulfilled within nine years. |
Discontinued Operations and D_3
Discontinued Operations and Divestitures - Narrative (Details) $ in Thousands | Feb. 03, 2020USD ($) |
Connected Care Business | Disposed of by sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from sale of business | $ 47,250 |
Discontinued Operations and D_4
Discontinued Operations and Divestitures - Schedule of Gain on Sale of Connected Care Business (Details) - Connected Care Business - Disposed of by sale - USD ($) $ in Thousands | Feb. 03, 2020 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of business | $ 47,250 | |
Less: Costs to sell | (849) | |
Less: Carrying value of net assets sold | $ (14,190) | |
Pretax gain on sale of the Connected Care Business | $ 32,211 |
Discontinued Operations and D_5
Discontinued Operations and Divestitures - Schedule of Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Benefit from income taxes | $ 0 | $ 261 |
Connected Care Business | Disposed of by sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | 1,165 | |
Cost of revenue | (467) | |
Selling, general and administrative | (532) | |
Research and development | (601) | |
Other expense, net | (5) | |
Pretax loss from discontinued operations related to major classes of pretax loss | (440) | |
Pretax gain on sale of the Connected Care Business | 32,211 | |
Total pretax income from discontinued operations | 31,771 | |
Benefit from income taxes | (262) | |
Total income from discontinued operations, net of tax | $ 32,033 |
Discontinued Operations and D_6
Discontinued Operations and Divestitures - Schedule of Significant Operating and Investing Cash and Noncash Items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from investing activities: | |||
Net proceeds from sale of the Connected Care Business | $ 0 | $ 46,401 | [1] |
Connected Care Business | Disposed of by sale | |||
Cash flows from operating activities: | |||
Depreciation and amortization | 10 | ||
Pretax gain on sale of the Connected Care Business | 32,211 | ||
Cash flows from investing activities: | |||
Net proceeds from sale of the Connected Care Business | 46,401 | ||
Purchases of property and equipment, including internal-use software | $ 76 | ||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at beginning of the period | $ 44 | $ 95 |
Additions to expense | 28 | 40 |
(Write offs) / Recoveries | (70) | (91) |
Balance at end of the period | $ 2 | $ 44 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 2,256 | $ 2,268 |
Restricted cash | 1,180 | 238 |
Other current assets | 574 | 998 |
Prepaid expenses and other current assets | $ 4,010 | $ 3,504 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets and Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets And Other Current Liabilities [Abstract] | ||
Payroll and related costs | $ 8,545 | $ 7,247 |
Accrued liabilities | 2,640 | 1,455 |
Bookings Commitment | 1,661 | 1,662 |
Interest payable | 703 | 289 |
Operating lease liabilities | 1,912 | 1,900 |
Other accrued and other current liabilities | 897 | 1,422 |
Accrued and other current liabilities | $ 16,358 | $ 13,975 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, net | $ 12,366 | $ 13,102 |
Property, plant, and equipment, excluding internal-use software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 14,148 | 17,782 |
Less: Accumulated depreciation and amortization | (10,857) | (12,837) |
Property, plant and equipment, net | 3,291 | 4,945 |
Computer equipment and software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 9,267 | 12,332 |
Computer equipment and software | Minimum | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Useful life (in years) | 3 years | |
Computer equipment and software | Maximum | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Useful life (in years) | 5 years | |
Furniture and equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 1,060 | 1,168 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Useful life (in years) | 5 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Useful life (in years) | 7 years | |
Leasehold and building improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 3,821 | 4,282 |
Software Development And Construction In Progress Software Development | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Less: Accumulated depreciation and amortization | (35,321) | (31,947) |
Property, plant and equipment, net | 9,075 | 8,157 |
Internal-use software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 43,314 | 38,488 |
Construction in progress - Internal-use software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 1,082 | $ 1,616 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 5,932 | $ 7,394 |
Amount capitalized to internal use software | 4,727 | 3,437 |
Impairment of intangible assets, including internal-use software | 0 | 729 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4,027 | $ 5,743 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 92,200 | $ 92,200 |
Accumulated amortization | (53,161) | (44,231) |
Intangible assets, net | 39,039 | 47,969 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 53,000 | 53,000 |
Accumulated amortization | (21,161) | (17,528) |
Intangible assets, net | 31,839 | 35,472 |
Developed Technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 34,500 | 34,500 |
Accumulated amortization | (28,331) | (23,343) |
Intangible assets, net | 6,169 | 11,157 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,300 | 3,300 |
Accumulated amortization | (3,163) | (3,088) |
Intangible assets, net | 137 | 212 |
Installed User Base | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,400 | 1,400 |
Accumulated amortization | (506) | (272) |
Intangible assets, net | $ 894 | $ 1,128 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | Jul. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 8,930 | $ 8,431 | |
OpenNMS Assignment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset acquired in assignment | $ 5,200 | ||
Accumulated amortization of intangible asset | $ 647 | ||
OpenNMS Assignment | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets acquired | 4 years | ||
OpenNMS Assignment | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets acquired | 6 years |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 8,930 | |
2023 | 4,346 | |
2024 | 4,283 | |
2025 | 4,147 | |
2026 | 3,467 | |
Thereafter | 13,866 | |
Intangible assets, net | $ 39,039 | $ 47,969 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 22, 2020 | |
Goodwill [Line Items] | |||
Goodwill | $ 98,333,000 | $ 98,333,000 | |
Disposal group, including discontinued operation, goodwill, noncurrent | 18,623,000 | ||
Goodwill impairment | $ 0 | $ 0 | |
OpenNMS Assignment | Equity Method Investee | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,026,000 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | May 31, 2018 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Loss from related party equity method investment | $ 0 | $ 31,702 | [1] | ||||
NantOmics | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of Series A-2 units (shares) | 9,088,362 | 564,779 | 169,074,539 | ||||
Aggregate purchase price | $ 250,774 | ||||||
Ownership percentage in equity method investee (in percentage) | 13.58% | 14.28% | |||||
Difference between carrying amount and underlying equity, developed technologies | $ 28,195 | ||||||
Difference between carrying amount and underlying equity, reseller agreement | $ 14,382 | ||||||
Impairments on equity | $ 28,227 | ||||||
Loss from related party equity method investment | $ 0 | $ 31,702 | |||||
Investment in related party | $ 0 | ||||||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Investments - Summarized Financ
Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | ||
Schedule of Equity Method Investments [Line Items] | ||||
Gross loss | $ 34,842 | $ 43,946 | ||
Loss from operations | (40,899) | (26,267) | ||
Net loss | (58,543) | (56,446) | [1] | |
Net loss attributable to NantOmics | $ (58,259) | $ (56,326) | ||
NantOmics | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 349 | |||
Gross loss | (1,641) | |||
Loss from operations | (7,806) | |||
Impairments on equity investments | 0 | |||
Net loss | (2,618) | |||
Net loss attributable to NantOmics | (2,559) | |||
Other comprehensive income | $ 0 | |||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | Dec. 15, 2021USD ($) | May 25, 2021USD ($) | Apr. 27, 2021USD ($)day$ / sharesshares | Apr. 14, 2021USD ($)$ / sharesshares | Apr. 13, 2021USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2021USD ($) | Dec. 31, 2017USD ($) | Dec. 21, 2016 | |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from issuance of convertible notes, net of offering costs | $ 75,000,000 | $ 0 | [1] | |||||||||
Repayment of convertible notes | 97,000,000 | 0 | [1] | |||||||||
Loss on Exchange and Prepayment of 2016 Notes | 742,000 | 0 | [1] | |||||||||
Cambridge purchase agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares related party promissory note converted | shares | 1,689,189 | |||||||||||
Highbridge Capital Management Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares related party promissory note converted | shares | 1,926,781 | |||||||||||
Convertible debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate on debt (in percentage) | 4.50% | 5.50% | 5.50% | |||||||||
Face value of debt | $ 107,000,000 | |||||||||||
Proceeds from issuance of convertible notes, net of offering costs | 102,714,000 | |||||||||||
Initial purchasers' discount and debt issuance costs | 4,286,000 | |||||||||||
Carrying value of convertible notes on date of issuance | $ 136,871,000 | $ 99,989,000 | ||||||||||
Effective interest rate | 6.78% | |||||||||||
Amount of convertible debt converted | $ 10,000,000 | |||||||||||
Repayment of convertible notes | $ 9,500,000 | |||||||||||
Loss on Exchange and Prepayment of 2016 Notes | $ 412,000 | |||||||||||
Decrease in debt discount and deferred financing offering costs | 412,000 | |||||||||||
Convertible debt | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Carrying value of convertible notes on date of issuance | $ 5,746,000 | |||||||||||
Convertible debt | Initial purchasers agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face value of debt | 90,000,000 | |||||||||||
Proceeds from issuance of convertible notes, net of offering costs | 92,797,000 | |||||||||||
Initial purchasers' discount and debt issuance costs | 1,358,000 | 644,000 | ||||||||||
Repayment of convertible notes | $ 55,555,000 | 31,945,000 | ||||||||||
Loss on Exchange and Prepayment of 2016 Notes | 267,000 | |||||||||||
Convertible debt | Cambridge purchase agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face value of debt | $ 10,000,000 | |||||||||||
Proceeds from issuance of convertible notes, net of offering costs | 9,917,000 | |||||||||||
Amount of convertible debt converted | $ 5,000,000 | 5,000,000 | ||||||||||
Convertible notes payable | 5,000,000 | $ 10,000,000 | ||||||||||
Accrued and unpaid interest | $ 91,000 | |||||||||||
Number of shares related party promissory note converted | shares | 1,689,189 | |||||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 2.96 | |||||||||||
Decrease to unamortized debt discount and deferred financing offering costs | $ 18,000 | |||||||||||
Loss on Exchange and Prepayment of 2016 Notes | 18,000 | |||||||||||
Convertible debt | Pursuant to the exercise of the overallotment by the Initial Purchasers | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face value of debt | $ 7,000,000 | |||||||||||
Convertible debt | Highbridge Capital Management Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Initial purchasers' discount and debt issuance costs | $ 44,000 | |||||||||||
Convertible notes payable | $ 5,000,000 | 36,945,000 | ||||||||||
Accrued and unpaid interest | $ 92,000 | |||||||||||
Number of shares related party promissory note converted | shares | 1,926,781 | |||||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 2.595 | |||||||||||
Convertible debt | Four Point Five Zero Percent Convertible Senior Notes Due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate on debt (in percentage) | 4.50% | 4.50% | ||||||||||
Face value of debt | $ 137,500,000 | $ 137,500,000 | ||||||||||
Effective interest rate | 4.61% | |||||||||||
Conversion price of convertible debt (usd per share) | $ / shares | $ 3.85 | |||||||||||
Net proceeds from debt offering | $ 136,772,000 | |||||||||||
Deferred financing offering costs | $ 610,000 | |||||||||||
Shares converted per dollar (in shares) | shares | 259.8753 | |||||||||||
Threshold percentage of stock price trigger (in percentage) | 130.00% | |||||||||||
Threshold of trading days | day | 20 | |||||||||||
Threshold consecutive trading days | day | 30 | |||||||||||
Redemption price as a percentage of principal | 100.00% | |||||||||||
Threshold percentage of principal (in percentage) | 100.00% | |||||||||||
Principal outstanding to restrict future indebtedness | $ 25,000,000 | |||||||||||
Remaining term | 52 months | |||||||||||
Convertible debt | Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Nant Capital | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net proceeds from debt offering | 62,223,000 | |||||||||||
Convertible debt | Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Highbridge Capital Management | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net proceeds from debt offering | 74,549,000 | |||||||||||
Deferred financing offering costs | $ 118,000 | |||||||||||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Convertible Notes - Summary of
Convertible Notes - Summary of Issuance (Details) - Convertible debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Gross proceeds | $ 137,500 | $ 107,000 |
Unamortized debt discounts and deferred financing offering costs | (629) | (7,011) |
Net carrying amount | 136,871 | 99,989 |
Related party | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 62,500 | 10,000 |
Unamortized debt discounts and deferred financing offering costs | (232) | (589) |
Net carrying amount | 62,268 | 9,411 |
Others | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 75,000 | 97,000 |
Unamortized debt discounts and deferred financing offering costs | (397) | (6,422) |
Net carrying amount | $ 74,603 | $ 90,578 |
Convertible Notes - Interest Ex
Convertible Notes - Interest Expense Incurred (Details) - Convertible debt - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Accrued coupon interest expense | $ 4,176 | $ 5,885 |
Amortization of debt discounts | 140 | 5,730 |
Amortization of deferred financing offering costs | 483 | 747 |
Interest expense on debt | 4,799 | 12,362 |
Related party | ||
Debt Instrument [Line Items] | ||
Accrued coupon interest expense | 1,898 | 550 |
Amortization of debt discounts | 21 | 533 |
Amortization of deferred financing offering costs | 57 | 14 |
Interest expense on debt | 1,976 | 1,097 |
Others | ||
Debt Instrument [Line Items] | ||
Accrued coupon interest expense | 2,278 | 5,335 |
Amortization of debt discounts | 119 | 5,197 |
Amortization of deferred financing offering costs | 426 | 733 |
Interest expense on debt | $ 2,823 | $ 11,265 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
Bookings Commitment | $ 1,661 | $ 1,662 |
Recurring basis | ||
Liabilities | ||
Bookings Commitment | 34,474 | 32,651 |
Interest make-whole derivative | 4 | |
Recurring basis | Quoted price in active markets for identical assets (Level 1) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Interest make-whole derivative | 0 | |
Recurring basis | Significant other observable inputs (Level 2) | ||
Liabilities | ||
Bookings Commitment | 0 | 0 |
Interest make-whole derivative | 0 | |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Liabilities | ||
Bookings Commitment | $ 34,474 | 32,651 |
Interest make-whole derivative | $ 4 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Minimum booking commitments | $ 95,000 | |||
Bookings commitment period (years) | 10 years | |||
Bookings commitment annual minimum | $ 500 | |||
Booking commitments current annual accrual | $ 1,200 | $ 1,200 | ||
Percentage of shortfall payable | 70.00% | |||
Commission percentage | 30.00% | |||
Bookings commitment, discounted liabilities, discount rate (in percentage) | 11.00% | |||
Convertible debt | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Face value of debt | $ 107,000 | |||
Period that must lapse prior to conversion for noteholder to receive interest make-whole payment | 1 year | |||
Threshold period used to compute interest payment | 3 years | |||
Convertible debt | Related party | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Face value of debt | $ 10,000 | |||
Minimum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Bookings commitment, discounted liabilities, discount rate (in percentage) | 10.00% | |||
Maximum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Bookings commitment, discounted liabilities, discount rate (in percentage) | 11.00% | |||
Derivative liability | Measurement input, discount rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Discount rate on converted debt (in percentage) | 2.00% |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 32,655 | $ 21,983 |
Transfers in (out) | (500) | (500) |
Change in fair value | 2,319 | 11,172 |
Ending Balance | 34,474 | 32,655 |
Interest make-whole derivative - related party and others | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 4 | 0 |
Transfers in (out) | 0 | 0 |
Change in fair value | (4) | 4 |
Ending Balance | 0 | 4 |
Bookings Commitment | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 32,651 | 21,983 |
Transfers in (out) | (500) | (500) |
Change in fair value | 2,323 | 11,168 |
Ending Balance | $ 34,474 | $ 32,651 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt (Details) - Convertible debt - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | $ 107,000 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | $ 137,500 | $ 137,500 | ||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | 62,500 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | 75,000 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Fair value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 113,226 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Fair value | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 51,466 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Fair value | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 61,760 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Carrying value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 136,871 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Carrying value | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 62,268 | |||
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Carrying value | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | $ 74,603 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | $ 107,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | 10,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Related party debt | 97,000 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Fair value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 102,213 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Fair value | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 9,553 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Fair value | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 92,660 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Carrying value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 99,989 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Carrying value | Related party | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | 9,411 | |||
Five Point Five Zero Percent Convertible Senior Notes Due 2021 | Carrying value | Others | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value and carrying value | $ 90,578 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Term for option to terminate leases | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Original lease term | 11 years |
Operating lease, remaining lease term | 8 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Original lease term | 1 year |
Operating lease, remaining lease term | 1 year |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,308 | $ 2,428 |
Short-term lease cost | 738 | 961 |
Variable cost | 590 | 502 |
Sublease income | (74) | (212) |
Total lease cost | $ 3,562 | $ 3,679 |
Leases - Additional Operating L
Leases - Additional Operating Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ (2,717) | $ (2,767) |
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 319 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 387 |
Weighted average remaining lease term - operating leases | 4 years 3 months 18 days | 5 years |
Weighted average discount rate - operating leases | 11.00% | 11.00% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Analysis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 2,677 | |
2023 | 2,686 | |
2024 | 2,531 | |
2025 | 678 | |
2026 | 609 | |
Thereafter | 1,087 | |
Total future minimum lease payments | 10,268 | |
Less: imputed interest | (2,108) | |
Accrued and other current liabilities | 1,912 | $ 1,900 |
Operating lease liabilities | 6,248 | $ 8,170 |
Operating lease liabilities including current maturities | $ 8,160 |
Commitments and Contingencies -
Commitments and Contingencies - Related Party Promissory Note (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related party promissory note | $ 112,666 | $ 112,666 |
Affiliated Entity | Promissory Notes With NantCapital | ||
Related Party Transaction [Line Items] | ||
Related party promissory note | $ 112,666 |
Commitments and Contingencies_2
Commitments and Contingencies - Indenture Obligations Under Convertible Notes (Details) - Convertible debt $ in Thousands | Apr. 27, 2021USD ($)day | Apr. 13, 2021 | Dec. 31, 2016 | Dec. 21, 2016 |
Debt Instrument [Line Items] | ||||
Interest rate on debt (in percentage) | 4.50% | 5.50% | 5.50% | |
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate on debt (in percentage) | 4.50% | 4.50% | ||
Number of days interest payments are in default | 30 | |||
Number of days after written notice of failure to comply | 60 | |||
Percentage of debt holders | 25.00% | |||
Dollar amount of maximum default | $ | $ 17,500 | |||
Number of days in which to rescind or annul failure to pay or default | 30 | |||
Redemption price as a percentage of principal | 100.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Unconditional purchase obligation, to be paid, year one | $ 653 |
Unconditional purchase obligation, to be paid, year two | 144 |
Unrecorded unconditional purchase obligation, purchases | $ 430 |
Commitments and Contingencies_4
Commitments and Contingencies - Securities and Derivative Litigation (Details) - Securities and Derivative Litigation $ in Thousands | Oct. 23, 2019USD ($) | Apr. 30, 2018claim |
Loss Contingencies [Line Items] | ||
Litigation settlement, amount awarded to other party | $ | $ 16,500 | |
Number of claims filed | claim | 2 |
Income Taxes - Loss from Contin
Income Taxes - Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. loss before taxes | $ (58,928) | $ (88,360) |
Foreign income before taxes | 459 | 368 |
Loss before income taxes | $ (58,469) | $ (87,992) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ (13) |
State | 89 | 170 |
Foreign | 68 | 66 |
Total current provision | 157 | 223 |
Deferred: | ||
Federal | (2) | (80) |
State | (45) | 46 |
Foreign | (13) | (3) |
Total deferred benefit | (60) | (37) |
Less: (Benefit from) provision for income taxes from discontinued operations, net | 0 | (261) |
Provision for (benefit from) income taxes from continuing operations, net | $ 97 | $ 447 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States federal tax at statutory rate | 21.00% | 21.00% |
Items affecting federal income tax rate: | ||
State tax, net of federal benefit | 6.51% | 3.44% |
Valuation allowance | (37.34%) | (23.07%) |
R&D Credit | 9.47% | 0.00% |
NOL Expiration | (1.69%) | (0.41%) |
Other adjustments | 1.89% | (1.47%) |
Effective income tax rate | (0.16%) | (0.51%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Accounts payable and accrued expenses | $ 10,786 | $ 9,899 |
163(j) interest limitation | 10,693 | 6,903 |
Deferred revenue | 159 | 88 |
Allowance for doubtful accounts | 83 | 92 |
Property, plant and equipment, net | 396 | 1,044 |
Intangibles | 125 | 95 |
Investments | 60,185 | 58,779 |
Stock-based compensation | 1,612 | 713 |
Other | 0 | 59 |
Operating lease liabilities | 2,249 | 2,565 |
Research and development tax credits | 5,533 | 0 |
Net operating loss carryforwards | 119,486 | 110,536 |
Less: Valuation allowance | (187,075) | (163,719) |
Total deferred income tax assets | 24,232 | 27,054 |
Deferred income tax liabilities: | ||
State taxes | (7,867) | (6,750) |
Intangible assets, net | (15,535) | (17,446) |
Convertible notes | 0 | (1,549) |
Deferred costs to obtain a customer contract | (226) | (351) |
Capitalized labor costs | (344) | (520) |
Other | (361) | (394) |
Operating lease right-of-use assets | (1,674) | (1,897) |
Total deferred income tax liabilities | (26,007) | (28,907) |
Deferred income taxes, net | $ (1,775) | $ (1,853) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Number of consecutive years with cumulative pre-tax loss | 3 years | |
Valuation allowance for deferred tax assets credited to contributed capital | $ 354 | |
Increase in valuation allowance | 23,356 | $ 10,366 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 451,010 | |
Operating loss carryforwards, not subject to expiration | 96,949 | |
Federal | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 6,700 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 321,735 | |
Operating loss carryforwards, not subject to expiration | $ 21,799 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits, beginning balance | $ 0 |
Increases related to prior year tax positions taken during the current year | 1,037 |
Increases related to current year tax positions taken during the current year | 86 |
Unrecognized tax benefits, ending balance | $ 1,123 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 15, 2021USD ($) | Apr. 14, 2021shares | Apr. 13, 2021USD ($)shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Nov. 12, 2021USD ($) | Dec. 31, 2020$ / sharesshares |
Debt Instrument [Line Items] | ||||||
Common stock authorized (shares) | 750,000,000 | 750,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock authorized (shares) | 20,000,000 | |||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | |||||
Number of votes per unit held | vote | 1 | |||||
Preferred stock, shares outstanding (shares) | 0 | 0 | ||||
Open Market Sales Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate offering price | $ | $ 30,000 | |||||
Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Amount of convertible debt converted | $ | $ 10,000 | |||||
Highbridge Capital Management Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares related party promissory note converted | 1,926,781 | |||||
Highbridge Capital Management Agreement | Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ | 5,000 | $ 36,945 | ||||
Number of shares related party promissory note converted | 1,926,781 | |||||
Cambridge purchase agreement | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares related party promissory note converted | 1,689,189 | |||||
Cambridge purchase agreement | Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Amount of convertible debt converted | $ | $ 5,000 | 5,000 | ||||
Convertible notes payable | $ | $ 5,000 | $ 10,000 | ||||
Number of shares related party promissory note converted | 1,689,189 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,887 | $ 2,648 |
Amount capitalized to internal-use software | 118 | 97 |
Total stock-based compensation cost | 4,005 | 2,745 |
Discontinued Operations | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | (79) |
Phantom units: | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 40 |
Phantom units: | Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 27 |
Phantom units: | Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | (23) |
Phantom units: | Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 36 |
Stock options: | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,624 | 2,034 |
Stock options: | Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 188 | 100 |
Stock options: | Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,012 | 1,688 |
Stock options: | Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 424 | 246 |
Restricted stock units: | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 128 | 653 |
Restricted stock units: | Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 9 |
Restricted stock units: | Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 128 | 621 |
Restricted stock units: | Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 23 |
Common Stock | Related party | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 135 | 0 |
Common Stock | Selling, general and administrative | Related party | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 67 | 0 |
Common Stock | Research and development | Related party | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 68 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 31, 2020 | Jun. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2020 | Mar. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Tax payments related to stock issued | $ 0 | $ 739 | [1] | ||||
Unrecognized stock-based compensation is expected to be recognized | $ 12,752 | ||||||
Period for recognition of compensation cost not yet recognized | 2 years 1 month 6 days | ||||||
Unvested phantom units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of shares vested | $ 279 | ||||||
Unvested phantom units | Share-based payment arrangement, nonemployee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted to employees of related companies for providing services (in units) | 0 | 0 | |||||
Unvested phantom units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 1 year | ||||||
Unvested phantom units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 4 years | ||||||
Unvested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of shares vested | $ 385 | $ 1,516 | |||||
Period for recognition of compensation cost not yet recognized | 1 year 2 months 12 days | ||||||
Stock-based compensation expense expected to be recognized | $ 129 | ||||||
Unvested restricted stock units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 1 year | ||||||
Unvested restricted stock units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 4 years | ||||||
Stock options: | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of years options expire from grant date | 10 years | ||||||
Stock options: | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 1 year | ||||||
Stock options: | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service period | 4 years | ||||||
Phantom Unit Plan | Unvested phantom units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate units authorized for issuance (in share) | 11,590,909 | ||||||
Phantom Unit Plan in United States | Unvested phantom units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock issued for vested phantom units (in shares) | 0 | 64,048 | |||||
Shares withheld to satisfy tax withholding obligations (in shares) | 0 | 36,238 | |||||
Tax payments related to stock issued | $ 0 | $ 100 | |||||
The 2016 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate units authorized for issuance (in share) | 24,800,000 | ||||||
Additional share issuance authorized under 2016 Plan (in shares) | 12,000,000 | 6,800,000 | |||||
UNITED STATES | Unvested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock issued for vested phantom units (in shares) | 100,053 | 391,738 | |||||
Shares withheld to satisfy tax withholding obligations (in shares) | 18,550 | 249,249 | |||||
Tax payments related to stock issued | $ 50 | $ 698 | |||||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Stock-Based Compensation - Acti
Stock-Based Compensation - Activity of Phantom Units (Details) - Unvested phantom units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Units | |
Unvested units outstanding, beginning balance (in units) | shares | 120,562 |
Vested (in units) | shares | (111,699) |
Forfeited (in units) | shares | (8,863) |
Unvested units outstanding, ending balance (in units) | shares | 0 |
Weighted-Average Grant-Date Value per Phantom Unit | |
Unvested phantom units outstanding, beginning balance (in dollars per unit) | $ / shares | $ 11.49 |
Vested (in dollars per unit) | $ / shares | 11.32 |
Forfeited (in dollars per unit) | $ / shares | 14.26 |
Unvested phantom units outstanding, ending balance (in dollars per unit) | $ / shares | $ 0 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant-date fair value per share of options | $ 1.24 | $ 2.39 |
Stock options: | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 70.37% | 71.94% |
Expected term to exercise from grant date | 6 years | 6 years 2 months 12 days |
Risk-free rate | 0.94% | 0.41% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Stock options outstanding, beginning balance (shares) | 10,025,124 | 5,815,724 |
Granted (shares) | 7,090,000 | 5,195,000 |
Exercised (shares) | (504,488) | (260,600) |
Forfeited (shares) | (2,135,000) | (725,000) |
Stock options outstanding, ending balance (shares) | 14,475,636 | 10,025,124 |
Stock options exercisable (shares) | 4,469,386 | |
Weighted-Average Exercise Price | ||
Stock options outstanding, beginning balance (in dollars per share) | $ 2.19 | $ 0.56 |
Granted (in dollars per share) | 2 | 3.76 |
Exercised (in dollars per share) | 0.55 | 0.55 |
Forfeited (in dollars per share) | 2.80 | 1.03 |
Stock options outstanding, ending balance (in dollars per share) | 2.06 | $ 2.19 |
Stock options exercisable (in dollars per share) | $ 1.40 | |
Stock options outstanding, weighted average remaining contractual life (in years) | 8 years 9 months 18 days | 9 years 1 month 6 days |
Stock options exercisable, weighted average remaining contractual life (in years) | 7 years 10 months 24 days | |
Stock options exercises in period, aggregated intrinsic value | $ 915 | $ 780 |
Stock options forfeited in period, aggregated intrinsic value | 743 | |
Stock options outstanding, aggregated intrinsic value | 1,987 | $ 13,372 |
Stock options exercisable, aggregated intrinsic value | $ 1,560 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Unvested restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Units | ||
Unvested units outstanding, beginning balance (in units) | 253,308 | 705,415 |
Granted (in units) | 179,558 | |
Vested (in units) | (118,603) | (540,711) |
Forfeited (in units) | (15,000) | (90,954) |
Unvested units outstanding, ending balance (in units) | 119,705 | 253,308 |
Weighted-Average Grant-Date Fair Value | ||
Unvested phantom units outstanding, beginning balance (in dollars per unit) | $ 1.64 | $ 2.68 |
Granted (in dollars per unit) | 1.81 | |
Vested (in dollars per unit) | 1.52 | 3.10 |
Forfeited (in dollars per unit) | 1.23 | 1.41 |
Unvested phantom units outstanding, ending balance (in dollars per unit) | $ 1.81 | $ 1.64 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliations of the Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss per share numerator: | ||
Net loss from continuing operations | $ (58,566) | $ (88,439) |
Net loss attributable to noncontrolling interests | (284) | (120) |
Net loss from continuing operations attributable to NantHealth | (58,282) | (88,319) |
Income from discontinued operations, net of tax, attributable to NantHealth | 23 | 31,993 |
Net loss attributable to NantHealth | $ (58,259) | $ (56,326) |
Net loss for basic and diluted net loss per share: | ||
Weighted-average shares for basic net loss per share (in shares) | 114,148,604 | 110,954,858 |
Effect of dilutive securities (in shares) | 0 | 0 |
Weighted-average shares for dilutive net loss per share (in shares) | 114,148,604 | 110,954,858 |
Basic and diluted net loss per share attributable to NantHealth: | ||
Continuing operations - common stock per basic share (in dollars per share) | $ (0.51) | $ (0.80) |
Continuing operations - common stock per diluted share (in dollars per share) | (0.51) | (0.80) |
Discontinued operations - common stock per basic share (in dollars per share) | 0 | 0.29 |
Discontinued operations - common stock per diluted share (in dollars per share) | 0 | 0.29 |
Total net loss per share - common stock, basic (in dollars per share) | (0.51) | (0.51) |
Total net loss per share - common stock, diluted (in dollars per share) | $ (0.51) | $ (0.51) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unexercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 14,475,636 | 10,025,124 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 119,705 | 253,308 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 35,732,853 | 8,815,655 |
Related Party Transactions - Na
Related Party Transactions - Nantworks Shared Services Agreement (Details) - NantWorks - Shared services agreement - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Income from related parties | $ 162 | |
Net selling, general, and administrative service expenses incurred related to services provided by related parties | $ 561 |
Related Party Transactions - _2
Related Party Transactions - Nant Capital Note Purchase Agreement (Details) - USD ($) $ in Thousands | Apr. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Interest payable | $ 703 | $ 289 | |
Four Point Five Zero Percent Convertible Senior Notes Due 2026 | Convertible debt | Nant Capital | |||
Related Party Transaction [Line Items] | |||
Proceeds from Issuance of Debt | $ 62,500 | ||
Interest payable | $ 586 |
Related Party Transactions - Re
Related Party Transactions - Related Party Receivables and Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related party receivables | $ 1,518 | $ 1,854 |
Related party payables, net of receivables | 43,439 | 35,329 |
Receivable from Ziosoft KK related to sale of Qi Imaging | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Related party receivables | $ 1,144 | $ 1,477 |
Related Party Transactions - As
Related Party Transactions - Assignment of The OpenNMS Group, Inc. (Details) - USD ($) $ in Thousands | Jul. 22, 2020 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 0 | $ 5,475 | [1] | ||
Net revenue | 62,649 | 73,172 | |||
Net loss attributable to NantOmics | $ 58,259 | 56,326 | |||
Chief Executive Officer | OpenNMS | |||||
Related Party Transaction [Line Items] | |||||
Outstanding shares purchased (in shares) | 241,485 | ||||
Consideration paid for remaining interest | $ 556 | ||||
Carrying value of noncontrolling interest | $ 100 | ||||
Percent ownership after transaction | 100.00% | ||||
Reduction to additional paid in capital | $ 456 | ||||
OpenNMS Assignment | |||||
Related Party Transaction [Line Items] | |||||
Intangible asset, net | $ 5,200 | ||||
Remaining percentage of voting interest acquired | 9.00% | ||||
OpenNMS Assignment | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Percentage of voting interest acquired | 91.00% | ||||
Cash paid in business acquisition | $ 5,577 | ||||
Percentage owned by noncontrolling interest | 9.00% | ||||
Net revenue | 763 | ||||
Net loss attributable to NantOmics | $ 1,311 | ||||
Weighted average useful life of finite-lived intangible assets | 5 years 10 months 24 days | ||||
Intangible asset, net | $ 4,553 | ||||
OpenNMS Assignment | Equity Method Investee | Developed technology | |||||
Related Party Transaction [Line Items] | |||||
Intangible asset, net | $ 2,500 | ||||
Estimated useful life of intangible assets acquired | 6 years | ||||
OpenNMS Assignment | Equity Method Investee | Installed User Base | |||||
Related Party Transaction [Line Items] | |||||
Intangible asset, net | $ 1,400 | ||||
Estimated useful life of intangible assets acquired | 6 years | ||||
OpenNMS Assignment | Equity Method Investee | Customer relationships | |||||
Related Party Transaction [Line Items] | |||||
Intangible asset, net | $ 1,000 | ||||
Estimated useful life of intangible assets acquired | 6 years | ||||
OpenNMS Assignment | Equity Method Investee | Trade names | |||||
Related Party Transaction [Line Items] | |||||
Intangible asset, net | $ 300 | ||||
Estimated useful life of intangible assets acquired | 4 years | ||||
OpenNMS Assignment | Equity Method Investee | Call Option | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 278 | ||||
Number of shares issued (in shares) | 56,769 | ||||
[1] | The statements for the year ended December 31, 2020 includes the Connected Care Business (see Note 4). |
Related Party Transactions - Op
Related Party Transactions - Open NMS Assignment (Details) - USD ($) $ in Thousands | Jul. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Goodwill | $ 98,333 | $ 98,333 | |
OpenNMS Assignment | |||
Related Party Transaction [Line Items] | |||
Intangible asset, net | $ 5,200 | ||
OpenNMS Assignment | Equity Method Investee | |||
Related Party Transaction [Line Items] | |||
Total cash consideration | 5,577 | ||
Cash and cash equivalents | 102 | ||
Goodwill | 1,026 | ||
Intangible asset, net | 4,553 | ||
Other assets | 1,097 | ||
Other liabilities assumed | (1,227) | ||
Net assets acquired at assignment | 5,551 | ||
Noncontrolling interests | (503) | ||
Recorded as distribution from additional paid-in capital | $ 529 |
Related Party Transactions - Am
Related Party Transactions - Amended Reseller Agreement (Details) - Reseller agreement $ in Thousands | Jun. 19, 2015USD ($)testterm | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||
Term of agreement with related party | 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 | ||
Renewal option if threshold unmet, nonexclusive, number of years | 3 years | ||
Annual minimum fees, tier one | $ | $ 2,000 | ||
Due to Related Parties | $ | $ 0 | $ 3 | |
Cost of revenue | $ | $ 0 | $ 51 |
Related Party Transactions - Ca
Related Party Transactions - Cambridge Purchase Agreement (Details) - USD ($) $ in Thousands | Dec. 15, 2021 | Apr. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 15, 2016 |
Related Party Transaction [Line Items] | |||||||
Interest payable | $ 703 | $ 289 | |||||
Convertible debt | |||||||
Related Party Transaction [Line Items] | |||||||
Related party debt | $ 107,000 | ||||||
Amount of convertible debt converted | $ 10,000 | ||||||
Convertible debt | Cambridge purchase agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Related party debt | $ 10,000 | ||||||
Amount of convertible debt converted | $ 5,000 | 5,000 | |||||
Convertible notes payable | $ 5,000 | 10,000 | |||||
Interest payable | $ 138 | ||||||
Convertible debt | Cambridge purchase agreement | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Related party debt | $ 10,000 |
Related Party Transactions - _3
Related Party Transactions - Related Party Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2017 | Dec. 15, 2016 | Dec. 31, 2021 | Apr. 27, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Dec. 21, 2016 |
Related Party Transaction [Line Items] | |||||||
Related party promissory note | $ 112,666 | $ 112,666 | |||||
Interest payable | 703 | 289 | |||||
Convertible debt | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate on debt (in percentage) | 4.50% | 5.50% | 5.50% | ||||
Promissory Notes With NantCapital | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Related party promissory note | 112,666 | ||||||
Interest bearing on related promissory note | 5.00% | ||||||
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 | ||||||
Promissory Notes With NantWorks | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Related party promissory note | 250,000 | ||||||
Interest bearing on related promissory note | 5.00% | ||||||
Interest payable | $ 66 | ||||||
Promissory Note 5.50%, Due December 31, 2023 | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of notes receivable | $ 125 |
Related Party Transactions - _4
Related Party Transactions - Related Party Share-based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Compensation expense post-acquisition | $ 3,887 | $ 2,648 |
Common Stock | Related party | ||
Related Party Transaction [Line Items] | ||
Compensation expense post-acquisition | $ 135 | $ 0 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - Other Postretirement Benefit Plan - NantHealth 401k Plan - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Company's matching contribution of employee's percentage contribution, percentage | 100.00% | |
Percentage of participant's pay which Company contributes matching percentage | 3.00% | |
Vesting period of matching contribution | 3 years | |
Company's total matching contributions | $ 608 | $ 1,098 |