Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | NEOGENOMICS INC | ||
Trading Symbol | NEO | ||
Entity Central Index Key | 1,077,183 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 94,565,844 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 790.6 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 9,811 | $ 12,821 |
Accounts receivable | 76,919 | 60,427 |
Inventories | 8,650 | 7,474 |
Prepaid assets | 7,727 | 4,152 |
Other current assets | 561 | 1,001 |
Total current assets | 103,668 | 85,875 |
Property and equipment (net of accumulated depreciation of $50,127 and $40,530, respectively) | 60,888 | 36,504 |
Intangible assets, net | 140,029 | 74,165 |
Goodwill | 197,892 | 147,019 |
Other assets | 2,538 | 891 |
Total assets | 505,015 | 344,454 |
Current liabilities | ||
Accounts payable | 17,779 | 10,450 |
Accrued compensation | 19,062 | 9,482 |
Accrued expenses and other liabilities | 8,986 | 6,144 |
Short-term portion of car loans | 0 | 49 |
Short-term portion of capital leases | 6,298 | 5,190 |
Short-term portion of term loan | 7,873 | 3,750 |
Current pharma contract liability | 927 | 1,406 |
Total current liabilities | 60,925 | 36,471 |
Long-term liabilities | ||
Long-term portion of car loans | 0 | 20 |
Long-term portion of capital leases | 5,250 | 5,283 |
Long-term portion of term loan, net | 87,880 | 66,616 |
Noncurrent line of credit | 5,000 | 24,516 |
Other long-term liabilities | 3,060 | 283 |
Deferred income tax liability, net | 22,457 | 6,688 |
Total long-term liabilities | 123,647 | 103,406 |
Total liabilities | 184,572 | 139,877 |
Commitments and Contingencies | ||
Redeemable convertible preferred stock: | ||
Series A Redeemable Convertible Preferred Stock, $0.001 par value, (50,000,000 shares authorized; and 0 and 6,864,000 shares issued and outstanding, respectively) | 0 | 32,615 |
Stockholders' equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 94,465,440 and 80,462,574 shares issued and outstanding, respectively) | 94 | 80 |
Additional paid-in capital | 372,186 | 230,030 |
Accumulated other comprehensive income | (579) | 274 |
Accumulated deficit | (51,258) | (58,422) |
Total stockholders’ equity | 320,443 | 171,962 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 505,015 | $ 344,454 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 50,127 | $ 40,530 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 94,464,685 | 80,462,574 |
Common Stock, Shares, Outstanding | 94,464,685 | 80,462,574 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 6,864,000 |
Preferred stock, shares issued | 0 | 6,864,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue, Services, Net [Abstract] | |||
Total Revenue | $ 276,741 | $ 240,251 | $ 231,808 |
Cost of revenue | 149,476 | 138,295 | 133,704 |
GROSS MARGIN | 127,265 | 101,956 | 98,104 |
Operating expenses: | |||
General and administrative | 84,822 | 70,359 | 63,926 |
Research and development | 3,001 | 3,636 | 4,649 |
Sales and marketing | 29,402 | 24,001 | 23,910 |
Loss on sale of Path Logic | 0 | 1,058 | 0 |
Impairment charges | 0 | 0 | 3,464 |
Total operating expenses | 117,225 | 99,054 | 95,949 |
INCOME FROM OPERATIONS | 10,040 | 2,902 | 2,155 |
Interest expense and debt termination fees, net | 6,230 | 5,540 | 9,998 |
Other expense (income) | (14) | 12 | 0 |
Income (loss) before taxes | 3,824 | (2,650) | (7,843) |
Income tax expense (benefit) | (1,184) | 2,254 | 1,701 |
NET INCOME (LOSS) | 2,640 | (396) | (6,142) |
Deemed dividends on preferred stock | 10,198 | 3,645 | 18,011 |
Amortization Of Preferred Stock Beneficial Conversion Feature | (4,571) | 6,902 | 6,663 |
Gain on redemption of preferred stock | (9,075) | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 6,088 | $ (10,943) | $ (30,816) |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Basic (in dollars per share) | $ 0.07 | $ (0.14) | $ (0.40) |
Diluted (in dollars per share) | $ 0.07 | $ (0.14) | $ (0.40) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |||
Basic (in shares) | 85,618 | 79,426 | 77,542 |
Diluted (in shares) | 91,568 | 79,426 | 77,542 |
Clinical Services | |||
Sales Revenue, Services, Net [Abstract] | |||
Total Revenue | $ 241,873 | $ 213,097 | $ 210,159 |
Pharma Services | |||
Sales Revenue, Services, Net [Abstract] | |||
Total Revenue | $ 34,868 | $ 27,154 | $ 21,649 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 2,640 | $ (396) | $ (6,142) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | |||
Foreign currency translation adjustments | (68) | 44 | 0 |
Gain (loss) on effective cash flow hedge | (785) | 230 | 0 |
Total other comprehensive income (loss), net of tax | (853) | 274 | 0 |
COMPREHENSIVE INCOME (LOSS) | $ 1,787 | $ (122) | $ (6,142) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Preferred stock, shares outstanding, beginning of period at Dec. 31, 2015 | 14,666,667 | |||||
Series A Redeemable Convertible Preferred Stock, beginning of period at Dec. 31, 2015 | $ 28,602 | |||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 75,820,307 | |||||
Outstanding balance, beginning of period at Dec. 31, 2015 | $ 208,522 | $ 76 | $ 231,497 | $ 0 | $ (23,051) | |
Common stock issuance ESPP plan (in shares) | 98,672 | 98,672 | ||||
Common stock issuance ESPP plan | $ 736 | 736 | ||||
Redemption of Series A Preferred stock (in shares) | 8,066,667 | |||||
Redemption of Series A Preferred Stock | $ (55,000) | |||||
Issuance of common stock for stock options (in shares) | 2,483,519 | 2,443,472 | ||||
Issuance of common stock for stock options | $ 3,299 | $ 3 | 3,296 | |||
Stock issuance fees and expenses | (267) | (267) | ||||
Issuance of restricted stock (in shares) | 43,332 | |||||
Issuance of stock for warrant exercises | 165,375 | |||||
Beneficial conversion feature reversal | (24,596) | (24,596) | (24,596) | |||
Change in beneficial conversion feature | (6,663) | (6,663) | (6,663) | |||
Deemed dividends on preferred stock | 18,011 | $ 18,011 | 18,011 | |||
Stock compensation expense - warrants | 460 | 460 | ||||
Stock comp. exp. - options and restricted stock | 4,978 | 4,978 | ||||
Net income (loss) | (6,142) | |||||
Preferred stock, shares outstanding, end of period at Dec. 31, 2016 | 6,600,000 | |||||
Series A Redeemable Convertible Preferred Stock, end of period at Dec. 31, 2016 | $ 22,873 | |||||
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 78,571,158 | |||||
Outstanding balance, end of period at Dec. 31, 2016 | $ 162,316 | $ 79 | 216,104 | 0 | (53,867) | |
Common stock issuance ESPP plan (in shares) | 108,599 | 108,599 | ||||
Common stock issuance ESPP plan | $ 844 | 844 | ||||
Issuance of Series A Preferred Stock (in shares) | 264,000 | |||||
Issuance of common stock for stock options (in shares) | 565,569 | 595,506 | ||||
Issuance of common stock for stock options | $ 1,960 | 1,960 | ||||
Stock issuance fees and expenses | (218) | (218) | ||||
Foreign currency translation adjustments | 44 | 44 | ||||
Gain (loss) on effective cash flow hedge | 230 | 230 | ||||
Issuance of restricted stock (in shares) | 822,711 | |||||
Issuance of restricted stock | 4,095 | $ 1 | 4,094 | |||
Issuance of stock for warrant exercises | 364,600 | |||||
Deemed dividends on preferred stock | 3,645 | $ 3,645 | 3,645 | |||
Amortization of beneficial conversion feature | 6,097 | $ (6,097) | (805) | 6,902 | ||
ESPP Expense | 96 | 96 | ||||
Stock comp. exp. - options and restricted stock | 6,345 | 6,345 | ||||
Net income (loss) | $ (396) | (396) | ||||
Preferred stock, shares outstanding, end of period at Dec. 31, 2017 | 6,864,000 | 6,864,000 | ||||
Series A Redeemable Convertible Preferred Stock, end of period at Dec. 31, 2017 | $ 32,615 | |||||
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 80,462,574 | |||||
Outstanding balance, end of period at Dec. 31, 2017 | $ 171,962 | $ 80 | 230,030 | 274 | (58,422) | |
Common stock issuance ESPP plan (in shares) | 113,503 | 117,146 | ||||
Common stock issuance ESPP plan | $ 1,050 | 1,050 | ||||
Redemption of Series A Preferred stock (in shares) | 6,864,000 | |||||
Redemption of Series A Preferred Stock | $ (50,096) | |||||
Issuance of common stock for stock options (in shares) | 1,570,211 | 1,553,544 | ||||
Issuance of common stock for stock options | $ 8,598 | $ 2 | 8,596 | |||
Issuance of common stock - Public Offering (in shares) | 11,270,000 | |||||
Issuance of common stock - Public Offering | 135,071 | $ 11 | 135,060 | |||
Stock issuance fees and expenses | (354) | (354) | ||||
Foreign currency translation adjustments | (122) | (68) | (54) | |||
Gain (loss) on effective cash flow hedge | (785) | (785) | ||||
Issuance of restricted stock (in shares) | 62,182 | |||||
Issuance of restricted stock | (297) | (297) | ||||
Issuance of common stock - Acquisition (in shares) | 999,994 | |||||
Issuance of common stock - Acquisition | 13,243 | $ 1 | 13,242 | |||
Deemed dividends on preferred stock | 10,198 | 10,198 | 10,198 | |||
Amortization of beneficial conversion feature | 16,358 | 1,792 | 20,929 | (4,571) | ||
Gain on redemption of preferred stock | 9,075 | $ 9,075 | 9,075 | |||
ESPP Expense | 243 | 243 | ||||
Stock comp. exp. - options and restricted stock | 6,640 | 6,640 | ||||
Net income (loss) | $ 2,640 | 2,640 | ||||
Preferred stock, shares outstanding, end of period at Dec. 31, 2018 | 0 | 0 | ||||
Series A Redeemable Convertible Preferred Stock, end of period at Dec. 31, 2018 | $ 0 | |||||
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 94,465,440 | |||||
Outstanding balance, end of period at Dec. 31, 2018 | $ 320,443 | $ 94 | $ 372,186 | $ (579) | $ (51,258) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 2,640 | $ (396) | $ (6,142) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisition: | |||
Depreciation | 15,804 | 15,596 | 15,937 |
Impairment/loss on sale of assets | 404 | 253 | 3,464 |
Loss on sale of business | 0 | 1,058 | 0 |
Amortization of intangible assets | 5,928 | 6,995 | 7,272 |
Loss on extinguishment of debt | 0 | 0 | 1,099 |
Amortization of debt issue costs | 542 | 440 | 3,497 |
Stock based compensation | 6,955 | 6,441 | 5,438 |
Changes in assets and liabilities, net of business acquisition: | |||
(Increase) decrease in accounts receivable, net of write-offs | 209 | (5,594) | (6,569) |
(Increase) decrease in inventories | 734 | (1,423) | (1,145) |
(Increase) decrease in other assets | 96 | (29) | (44) |
(Increase) decrease in other current assets | (1,448) | (446) | 165 |
Increase (decrease) in accounts payable and other liabilities | 12,922 | (4,858) | (1,495) |
Net cash provided by operating activities | 44,786 | 18,037 | 21,477 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition, net of cash acquired | (125,377) | 0 | 1,035 |
Purchases of property and equipment | (14,310) | (13,690) | (7,536) |
Net cash used in investing activities | (139,687) | (13,690) | (6,501) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
(Payments) advances from revolving credit facility, net | (20,400) | 2,496 | 12,856 |
Repayment of capital lease obligations | (6,563) | (5,424) | (5,293) |
Proceeds from term loan | 30,000 | 0 | 75,000 |
Redemption of preferred stock | (50,096) | 0 | (55,000) |
Repayment of term loan | (4,500) | (3,753) | (55,000) |
Payments of debt issue costs | (576) | 0 | (2,202) |
Issuance of common stock, net | 144,094 | 2,586 | 3,768 |
Net cash (used in) provided by financing activities | 91,959 | (4,095) | (25,871) |
Effects of foreign exchange rate changes on cash and cash equivalents | (68) | 44 | 0 |
Net increase (decrease) in cash and cash equivalents | (3,010) | 296 | (10,895) |
Cash and cash equivalent, beginning of year | 12,821 | 12,525 | 23,420 |
Cash and cash equivalents, end of year | 9,811 | 12,821 | 12,525 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 6,511 | 5,155 | 5,423 |
Income taxes paid (refunded), net | (31) | 284 | 290 |
Supplemental disclosure of non-cash investing and financing information: | |||
Equipment acquired under capital lease/loan obligations | 7,569 | 5,728 | 6,057 |
Fair value of common stock issued to fund acquisition | 13,243 | 0 | 0 |
Fair value of restricted stock issued to fund purchase of customer list | $ 0 | $ 4,095 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note A – Nature of Business and Basis of Presentation NeoGenomics, Inc., a Nevada corporation (the “Parent”, “Company”, or “NeoGenomics”), and its subsidiaries operates as a certified high complexity clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended (“CLIA”), and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories as well as providing clinical trial services to pharmaceutical firms. The accompanying consolidated financial statements include the accounts of the Parent, all subsidiaries, and the accounts of any variable interest entities where the Company has determined it is the primary beneficiary. All significant intercompany accounts and balances have been eliminated in consolidation. Segment Reporting The Company reports its activities in two operating segments; the Clinical Services segment and the Pharma Services segment. These reportable segments deliver testing services to hospitals, pathologists, oncologists, clinicians, pharmaceutical firms and researchers and represent 100% of the Company’s consolidated assets, net revenues and net income for each of the three years ended December 31, 2018, 2017 and 2016, respectively. For further financial information about these segments, see Note R. Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. In addition, the Company adopted the new revenue recognition accounting standard on a full retrospective basis, which requires the Company to restate certain previously reported results. For further details regarding the impact of these new accounting standards see Note B. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B – Summary of Significant Accounting Policies Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. Revenue Recognition Clinical Services The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. Collection of consideration the Company expects to receive typically occurs within 30 to 60 days of billing for commercial insurance, Medicare and other governmental and self-pay payers and within 60 to 90 days of billing for client payers. Pharma Services The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other Clinical Research Organizations (“CROs”) to provide research and clinical trial services ranging in duration from one month to several years. The Company records revenue on a unit-of-service basis based on number of units completed and the total expected contract value. The total expected contract value is estimated based on historical experience of total contracted units compared to realized units as well as known factors on a specific contract-by-contract basis. Certain contracts include upfront fees, final settlement amounts or billing milestones that may not align with the completion of performance obligations. The value of these upfront fees or final settlement amounts is usually recognized over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. The Company also enters into other contracts, such as validation studies, for which the sole deliverable is a final report that is sent to sponsors at the completion of contracted activities. For these contracts, revenue is recognized at a point in time upon delivery of the final report to the sponsor. Any contracts that contain multiple performance obligations and include both units-of-service and point in time deliverables are accounted for as separate performance obligations and revenue is recognized as previously disclosed. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. While the contract terms generally provide for payments based on a unit-of-service arrangement, the billing schedules, payment terms and related cash payments may not align with the performance of services and, as such, may not correspond to revenue recognized in any given period. Amounts collected in advance of services being provided are deferred as contract liabilities. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue that has been recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding account receivable is recorded. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Amounts capitalized for contracts with an initial contract term of twelve months or less are classified as current assets and all others are classified as non-current assets. Contract assets are included in other assets on the consolidated balance sheet. Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract. Cost of Revenue Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. Shipping Costs The Company has a significant expense related to shipping specimens to our facilities for testing, including costs incurred for contract couriers, commercial airline flights and charges from FedEx charges. We also incur expenses returning samples and slides to our clients. We had approximately $9.8 million, $10.8 million and $10.3 million in outsourced shipping expenses for the years ended December 31, 2018, 2017 and 2016, respectively. These costs were expensed as fulfillment costs and included in our cost of revenue. Advertising Costs Advertising costs are expensed at the time they are incurred and are not material for the years ended December 31, 2018, 2017 and 2016. Research and Development Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of payroll, employee benefits, equity compensation, inventory, and payment for samples to complete validation studies. These expenses are primarily incurred to develop new genetic tests. Accounts Receivable Accounts receivable are reported for all clinical services payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. For Pharma Services, the Company negotiates billing schedules and payment terms on a contract-by-contract basis which often includes payments based on certain milestones being achieved. Receivables are generally reported over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. Foreign Currency In 2018, due to a change in strategy regarding the negotiation of contracts, the Company changed the functional currency for our subsidiaries outside of the U.S. from the applicable local currency to U.S. dollars. Prior to the change, we translated the financial statements of the subsidiary into U.S. dollars using average monthly exchange rates. Translation gains and losses were recorded in accumulated other comprehensive income (“AOCI”) as a component of stockholders' equity. Statements of Cash Flows For purposes of the consolidated statements of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, including our revolving credit facility are considered reasonable estimates of their respective fair values due to their short-term nature. The Company maintains its cash and cash equivalents with financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2018, its concentration of credit risk related to cash and cash equivalents was not significant. The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. In December of 2016 and June of 2018, the Company entered into interest rate swap agreements. See Derivative Instruments and Hedging Activities below for additional discussion. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Inventories Inventories, which consist principally of testing supplies, are valued at lower of cost or net realizable value, using the first-in, first-out method (FIFO). Other Current Assets As of December 31, 2018, 2017 and 2016, other current assets consist primarily of pharma contract assets and capitalized commissions. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements and property and equipment under capital leases are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software, generally 2-5 years. We perform a fair value assessment on property and equipment acquired in a business combination and record the fair value as the cost basis for those assets. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Repairs and maintenance costs are expensed as incurred. Intangible Assets Intangible assets with determinable useful lives are recorded at fair value or cost, less accumulated amortization. Each intangible asset is amortized over its estimated service period using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. Intangible assets with indefinite useful lives are recorded at fair value or cost and not amortized but tested annually for impairment. At December 31, 2018, the Company’s intangible assets were related to customer relationships, trade names and trademarks acquired through acquisitions, as well as customer relationships and a non-compete agreement related to the purchase of a customer list. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses 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, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management performs a quantitative goodwill impairment test. The quantitative analysis is performed by s comparing the fair value of the reporting unit to its carrying value. If the carrying value is greater than our estimate of fair value, an impairment loss will be recognized for the amount in which the carrying amount exceeds the reporting units fair value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. The Company’s evaluation of goodwill completed during the fourth quarter resulted in no impairment losses. Recoverability and Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets (including definite-lived intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying amount of the asset. No impairment losses were recognized in the years ended December 31, 2018 or 2017. The Company recognized approximately $3.5 million in impairment losses for the year ended December 31, 2016. See Note Q for further details. The Company performs an impairment test for its indefinite-lived intangible assets on an annual basis by reviewing the book value of the asset compared to the fair value. We did not perform an impairment analysis for the year ended December 31, 2018 as the indefinite-lived asset was acquired in December of 2018 and the book value was determined to approximate fair value due to the date acquired. Debt Issuance Costs We record debt issuance costs related to our term debt as direct deductions from the carrying amount of the debt. The costs are amortized to interest expense over the life of the debt using the effective interest method. Debt issuance costs relating to line of credit arrangements will be recorded as assets and amortized over the term of the credit arrangement regardless of whether any outstanding borrowing exists. Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage risks related to interest expense. We account for derivatives in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability and measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. For further information on derivative instruments and hedging activities, see Note H. Series A Redeemable Convertible Preferred Stock The Company classified its Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) as temporary equity on the consolidated balance sheet due to certain deemed liquidation events that were outside the Company’s control. We evaluated our Series A Preferred Stock upon issuance in order to determine classification as to permanent or temporary equity and whether or not the instrument contains an embedded derivative that requires bifurcation. This analysis followed the whole instrument approach which compares an individual feature against the entire instrument which includes that feature. This analysis was based on a consideration of the economic characteristics and risk of the Series A Preferred Stock. We evaluated all of the stated and implied substantive terms and features, including: (i) redemption (Purchase Call Option) on the Series A Preferred Stock allowing the Company to redeem the Series A Preferred Stock at any time, (ii) required redemption contingent if we raise capital, (iii) required redemption in the event of certain deemed liquidation events (in essence, any change in control of the Company), (iv) conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. As a result of this analysis, we concluded that the Series A Preferred Stock represented an equity host and, therefore, the redemption feature of the Series A Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument. However, the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. We also concluded that the conversion rights under the Series A Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights features on the Series A Preferred Stock were not considered an embedded derivative that required bifurcation. Beneficial Conversion Feature The issuance of the Company's Series A Preferred Stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. We recognized this beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. NeoGenomics accreted the discount from the date of issuance through the earliest conversion date, which was three years. Accretion expense was recognized as dividend equivalents. On June 25, 2018, the Company redeemed the remaining outstanding Preferred Stock. For further information on the redemption, see Note I. Income Taxes We compute income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and recognition of bad debts and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. During the year ended December 31, 2018 we had an insignificant amount on our balance sheet related to uncertain tax positions including a provision for interest and penalties related to such positions. During the years ended December 31, 2017 and 2016, we do not believe we had any significant uncertain tax positions, nor did we have any provision for interest or penalties related to such positions. We do not expect a significant change in our uncertain tax positions in the next 12 months. Stock-Based Compensation We measure compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. We estimate the fair value of stock options and warrants using a trinomial lattice model. This model is affected by our stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of our common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using a trinomial lattice simulation model. Risk-free Interest Rate: We base the risk-free interest rate used in the trinomial lattice valuation method on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, we use the nearest interest rate from the available maturities. Expected Stock Price Volatility: We use our own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we have assumed no dividend yield in valuing our stock-based awards. Tax Effects of Stock-Based Compensation We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. Excess tax benefits and tax deficiencies for share-based payment awards are recorded within income tax expense in the consolidated statement of income (loss), rather than directly to additional paid-in capital. Net Income (Loss) per Common Share We have adopted the two class method of calculating earnings (loss) per share, due to the issuance of the Series A Preferred Stock in December 2015. Under this method, when we have a net loss we will not allocate the net loss to the holders of the Series A Preferred Stock (our participating shareholders) as they do not have a contractual obligation to share in losses. Under this method, when we have net income, we will compute net income per share using the weighted average number of common shares outstanding during the applicable period plus the weighted average number of preferred shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method. Recently Adopted and Issued Accounting Guidance Adopted In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation . This standard expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted. The Company early adopted this ASU on April 1, 2018. The adoption of this standard substantially aligned the accounting for share based payments to employees and nonemployees. Under the new standard, the Company recorded a cumulative adjustment of $1.1 million to increase retained earnings and decrease APIC. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging. This standard refines hedge accounting to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amended guidance also expands items eligible for hedge accounting and simplifies the hedge effectiveness testing. ASU 2017-12 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The Company early adopted this standard on April 1, 2018 and applied this guidance to the cash flow hedge entered into in June 2018, see Note H. The adoption of ASU 2017-12 did not have a material effect on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, which amends FASB Accounting Standards Codification by creating Topic 606, Revenues from Contracts with Customers. This standard update calls for a number of revisions in the revenue recognition rules. The Company adopted this ASU on January 1, 2018 using a full retrospective method of adoption. Under this method, the Company has restated its results for each prior reporting period presented as if ASC 606 had been effective for those periods. The adoption of this standard required us to implement new revenue policies, procedures and internal controls related to revenue recognition. In addition, the adoption resulted in enhanced financial statement disclosures surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. For further details, see Note C. The new standard impacts each of our two reportable segments differently due to the transactional nature of the Clinical Services segment versus the generally long-term nature of our Pharma Services segment contracts. The specific effect on our reportable segments is explained below: Clinical Services Revenue Under the new standard, substantially all of our bad debt expense, which has historically been presented as part of general and administrative expense, is considered an implicit price concession and is reported as a reduction in revenue. As a result of ASC 606, we reported a material cumulative reduction in clinical revenue from previously reported periods and a similar reduction in general and administrative expenses. Pharma Services Revenue The adoption of ASC 606 also resulted in changes to the timing of revenue recognition related to Pharma Services contracts as certain individual deliverables such as study setup fees, for which revenue was previously recognized in the period when the deliverables were completed and invoiced, will be recognized over the remaining performance period under the new standard. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Under ASC 606, the Company is required to make estimates of the total transaction price per contract, including estimates of variable consideration and the number of performance obligations, and recognize the estimated amount as revenue as it transfers control of the product or performance obligations to its customers. The estimation of total transaction price, number of performance obligations, variable consideration and the application of the related constraint, was not required under previous GAAP and requires the use of significant management judgment and estimates. The Company elected certain practical expedients as allowed under the standard including the following: contracts that began and ended within the same annual reporting period were not restated; contracts with variable consideration were estimated using the transaction price at the date the contract was completed; contract modifications that occurred prior to the earliest reporting period have not been retrospectively restated but have rather been reflected as an aggregate adjustment in the earliest reporting period. The cumulative effect of this standard did not result in a material change to our Pharma Services revenue. ASC 606 Adoption Impact to Previously Reported Results We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select condensed consolidated balance sheet line items, which reflect the adoption of ASC 606, are as follows (in thousands): December 31, 2017 As Reported Impact of Adoption As Adjusted Prepaids and other current assets $ 4,241 $ 912 $ 5,153 Other assets 689 202 891 Total Assets $ 343,340 $ 1,114 $ 344,454 Pharma contract liability $ — $ 1,406 $ 1,406 Long-term pharma contract liability — 283 283 Deferred income tax liability, net 6,307 381 6,688 Stockholders' Equity 172,918 (956) 171,962 Total Liabilities and Stockholders' Equity $ 343,340 $ 1,114 $ 344,454 Select condensed consolidated statement of operations line items, which reflect the adoption of ASC 606, are as follows (in thousands): For the Twelve Months Ended December 31, 2017 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 231,748 $ (18,651) $ 213,097 Pharma Services 26,863 291 27,154 Total Revenue 258,611 (18,360) 240,251 Gross Margin 120,316 (18,360) 101,956 Total operating expenses 117,992 (18,938) 99,054 Income from Operations 2,324 578 2,902 Interest expense 5,540 — 5,540 Other expense 265 (253) 12 Income tax (benefit) (2,635) 381 (2,254) Net Loss $ (846) $ 450 $ (396) For the Twelve Months Ended December 31, 2016 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 222,015 $ (11,856) $ 210,159 Pharma Services 22,068 (419) 21,649 Total Revenue 244,083 (12,275) 231,808 Gross Margin 110,379 (12,275) 98,104 Total operating expenses 107,805 (11,856) 95,949 Income from Operations 2,574 (419) 2,155 Interest expense 9,998 — 9,998 Other exp |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. Our Clinical Services segment provides various clinical testing services to community-based pathology practices, hospital pathology labs and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government payers, and patients. Our Pharma Services segment supports pharmaceutical firms in their drug development programs by providing testing services for clinical trials and research. Clinical Services Revenue The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. Collection of consideration the Company expects to receive typically occurs within 30 to 60 days of billing for commercial insurance, Medicare and other governmental and self-pay payers and within 60 to 90 days of billing for client payers. Pharma Services Revenue The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other Contract Research Organizations (“CROs”) to provide research and clinical trial services ranging in duration from one month to several years. The Company records revenue on a unit-of-service basis based on number of units completed and the total expected contract value. The total expected contract value is estimated based on historical experience of total contracted units compared to realized units as well as known factors on a specific contract-by-contract basis. Certain contracts include upfront fees, final settlement amounts or billing milestones that may not align with the completion of performance obligations. The value of these upfront fees or final settlement amounts is usually recognized over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. The Company also enters into other contracts, such as validation studies, for which the sole deliverable is a final report that is sent to sponsors at the completion of contracted activities. For these contracts, revenue is recognized at a point in time upon delivery of the final report to the sponsor. Any contracts that contain multiple performance obligations and include both units-of-service and point in time deliverables are accounted for as separate performance obligations and revenue is recognized as previously disclosed. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. While the contract terms generally provide for payments based on a unit-of-service arrangement, the billing schedules, payment terms and related cash payments may not align with the performance of services and, as such, may not correspond to revenue recognized in any given period. Amounts collected in advance of services being provided are deferred as contract liabilities on the balance sheet. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue that has been recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding account receivable is recorded. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Amounts capitalized for contracts with an initial contract term of twelve months or less are classified as current assets and all others are classified as non-current assets. Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract. The following table summarizes the values of contract assets, capitalized commissions and contract liabilities as of December 31, 2018 and December 31, 2017 (in thousands): December 31, 2018 December 31, 2017 Current pharma contract asset $ 86 $ 541 Long-term pharma contract asset 268 31 Total pharma contract asset $ 354 $ 572 Current pharma capitalized commissions $ 271 $ 371 Long-term pharma capitalized commissions 650 171 Total pharma capitalized commissions $ 921 $ 542 Current pharma contract liability $ 927 $ 1,406 Long-term pharma contract liability 1,652 283 Total pharma contract liability $ 2,579 $ 1,689 There were no significant changes in the contract assets for the period ended December 31, 2018 as compared to the balances at December 31, 2017. Pharma contract liabilities increased $0.9 million, or 53%, from December 31, 2017 while capitalized commissions also increased by $0.4 million, or 70%. These increases are due to higher upfront fees driven by increases in the volume of Pharma contracts in process. Revenue recognized for the year ended December 31, 2018 related to Pharma contract liability balances outstanding at the beginning of the period was $1.6 million. Amortization of capitalized commissions for the year ended December 31, 2018 was $1.0 million. There were no significant changes in the contract assets or contract liabilities for the period ended December 31, 2017 as compared to the balances at December 31, 2016. At December 31, 2018, we had signed contracts for approximately $65.0 million, substantially all of which contain cancellation provisions. The Company applied the practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The unsatisfied existing performance obligations under long-term contracts as defined by ASC 606 differs from backlog in that it does not include wholly unperformed contracts where the promised consideration is variable and/or the application of other practical expedients. Disaggregation of Revenue The Company considered various factors for both its Clinical Services and Pharma Services segments in determining appropriate levels of homogeneous data for its disaggregation of revenue, including the nature, amount, timing and uncertainty of revenue and cash flows. For Clinical Services, the categories identified align with our type of customer due to similarities of billing method, level of reimbursement and timing of cash receipts at this level. Unbilled amounts are accrued and allocated to payor categories based on historical experience. In future periods, actual billings by payor category may differ from accrued amounts. Pharma Services revenue was not further disaggregated as substantially all of our revenue relates to contracts with large pharmaceutical and biotech customers as well as other CROs for which the nature, timing and uncertainty of revenue and cash flows is similar and primarily driven by individual contract terms. The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands): December 31, 2018 December 31, 2017 December 31, 2016 Clinical Services: Client direct billing $ 164,888 $ 147,726 $ 126,288 Commercial Insurance 40,360 35,473 52,801 Medicare and Medicaid 35,566 29,493 30,517 Self-Pay 1,059 405 553 Total Clinical Services 241,873 213,097 210,159 Pharma Services: 34,868 27,154 21,649 Total Revenue $ 276,741 $ 240,251 $ 231,808 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following at December 31, 2018 and 2017 (in thousands): 2018 2017 Estimated Useful Lives in Years Equipment $ 43,164 $ 33,711 3-10 Building 7,400 — 40 Leasehold improvements 22,207 14,517 2-20 Furniture and fixtures 5,675 4,486 7-10 Computer hardware and office equipment 12,137 10,038 3-10 Computer software 14,341 10,331 2-5 Land 3,170 — — Assets not yet placed in service 2,921 3,951 — Subtotal 111,015 77,034 Less: accumulated depreciation and amortization (50,127) (40,530) Property and equipment, net $ 60,888 $ 36,504 Depreciation and amortization expense on property and equipment, including leased assets in each period was as follows (in thousands): For the years ended December 31, 2018 2017 2016 Depreciation and amortization expense $ 15,804 $ 15,596 $ 15,937 In our consolidated statements of operations, we recorded depreciation and amortization expense as follows: $8.2 million, $9.3 million and $11.8 million was recorded in cost of revenue for the years ended December 31, 2018, 2017 and 2016, respectively, and $7.6 million, $6.2 million and $4.2 million was recorded in general and administrative expenses for the years ended December 31, 2018, 2017 and 2016, respectively. Property and equipment under capital leases, included above, consists of the following at December 31, 2018 and 2017 (in thousands): 2018 2017 Equipment $ 8,430 $ 10,619 Furniture and fixtures 1,799 1,012 Computer hardware 3,953 4,310 Computer software 484 607 Leasehold improvements 7,552 1,485 Subtotal 22,218 18,033 Less: accumulated depreciation and amortization (10,669) (7,560) Property and equipment under capital leases, net $ 11,549 $ 10,473 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note E – Acquisitions On December 10, 2018 (“the Acquisition Date”), the Company acquired all of the issued and outstanding shares of common stock of Genesis Acquisition Holding Corp (“Genesis”), and its wholly owned subsidiary, Genoptix, Inc. (“Genoptix”, and collectively with its subsidiaries and Genesis, referred to herein as "Genoptix"), for a purchase price consisting of (i) cash consideration of approximately $127.0 million, which includes an approximately $2.0 million estimated working capital adjustment and adjustments for estimated cash on hand of Genoptix on the Closing Date and (ii) 1.0 million shares of NeoGenomics’ common stock pursuant to the Agreement and Plan of Merger. The acquisition expands NeoGenomics' reach into oncology practices, and accelerates the company's progress and growth objectives. Cartesian Medical Group, Inc. (“Cartesian”) is a California professional corporation that provided hematopathology and other pathology services to Genoptix as an independent contractor. Cartesian is consolidated into Genoptix as a variable interest entity. Subsequent to December 31, 2018, the professional services agreement between Genoptix and Cartesian is expected to be terminated and the Company will enter into separate Medical Services agreements with the entities owned by the physicians who were previously employees of Cartesian. The Company does not anticipate the termination of its agreement with Cartesian having an impact on its consolidated financial statements. The Company issued approximately 1.0 million shares of common stock as consideration for the acquisition of Genoptix. This common stock was issued as uncertificated shares, which carries a minimum six-month holding period before they may be sold to the public. We estimated the fair value of the common stock consideration using inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumption in the fair value determination was a 5 percent discount due to lack of marketability of the common stock as a result of the restrictions imposed on the holder. The acquisition date fair value of common stock transferred is calculated below (in thousands, except share and per share amounts): Common Stock Valuation Amount Shares of common stock issued as consideration 1,000,000 Stock price per share on closing date $ 13.94 Value of common stock issued as consideration $ 13,940 Issue discount due to lack of marketability $ (697) Fair value of common stock at December 10, 2018 $ 13,243 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date. The Company is in the process obtaining input from third-party valuation firms of its tangible and intangible assets and other information necessary to measure the remaining assets acquired and liabilities assumed; thus, the provisional measurements of current assets, property and equipment, intangible assets, goodwill, current liabilities, net deferred tax liabilities and long-term liabilities are subject to change. The preliminary acquisition fair values below are presented as of December 10, 2018 (in thousands): Current assets, including cash and cash equivalents of $1,381 $ 22,172 Property and equipment 21,029 Identifiable intangible assets 71,792 Goodwill 50,873 Long-term assets 170 Total assets acquired 166,036 Current liabilities (10,769) Long-term liabilities (1) (15,265) Net assets acquired $ 140,002 (1) Includes $14.7 million in deferred tax liabilities associated with tangible and intangible assets acquired. Of the $71.8 million of acquired intangible assets, $56.6 million was provisionally assigned to customer relationships which are being amortized over fifteen years, $0.7 million was provisionally assigned to the Genoptix trade name which is being amortized over one year, and $14.6 million was provisionally assigned to trade marks which are assigned as indefinite-lived assets. We recorded approximately $0.3 million of amortization expense for the year ended December 31, 2018. The goodwill arising from the acquisition of Genoptix includes revenue synergies as a result of our existing customers and Genoptix’ customers having access to each other’s testing menus and capabilities and also from the new product lines which Genoptix adds to the Company’s product portfolio, including the use of COMPASS and CHART trademarks. None of the goodwill is expected to be deductible for income tax purposes. The provisional fair value of accounts receivable acquired is approximately $16.7 million, net of a $1.4 million fair value adjustment. The Company recognized acquisition related transaction costs of approximately $2.3 million during the year ended December 31, 2018. These costs include due diligence, legal, consulting and other transaction related expenses associated with the acquisition of Genoptix. These expenses were included in general and administrative expenses in our consolidated statements of operations for the year ended December 31, 2018. The amount of revenue and earnings of Genoptix since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2018 are as follows (in thousands): For the period December 10, 2018 Revenue $ 4,629 Gross Margin $ 2,600 Net (Loss) $ (334) The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2017, nor are they necessarily indicative of future results. Years ended December 31, 2018 2017 Revenue $ 367,988 $ 356,711 Net income (loss) attributable to common stockholders 1,401 (42,930) Income (loss) per share $ 0.02 $ (0.53) Basic 85,618 80,426 Diluted 91,568 80,426 The unaudited pro forma consolidated results during the years ended December 31, 2018 and 2017 have been prepared by adjusting our historical results to include the Acquisition as if it occurred on January 1, 2017. These unaudited pro forma consolidated historical results were then adjusted for the following: • Adjustments to reflect amortization expense associated with the acquired assets, partially offset by the elimination of the amortization and depreciation expense associated with Genoptix historical assets. • Remove interest expense under the Credit Facilities as the Company has paid cash and has paid all outstanding debt balances of Genoptix. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As a result of the acquisition of Genoptix in December of 2018, see Note E, we recorded $50.9 million in goodwill. The goodwill recorded for the year ended December 31, 2017 is primarily related to the acquisition of Clarient in 2015. The following table summarizes the changes in goodwill for the years ended December 31, 2018 and 2017 (in thousands): For the years ended December 31, 2018 2017 Balance, beginning of year $ 147,019 $ 147,019 Goodwill acquired during the year 50,873 — Balance, December 31, 2018 $ 197,892 $ 147,019 As a result of the acquisition of Genoptix in December of 2018, see Note E, we recorded $71.8 million in intangible assets comprised of $56.6 million in customer relationships which are being amortized over fifteen In August 2017, the Company acquired a customer list from Ascend Genomics (“Ascend”) in exchange for 450,000 shares of restricted stock, see Note P. We recorded $4.1 million in intangible assets comprised of customer relationships which are being amortized over fifteen As a result of the acquisition of Clarient in December 2015, we recorded $84.0 million in intangible assets comprised of $81.0 million in customer relationships amortized over a fifteen two The following table summarizes the allocation of goodwill by segment for the years ended December 31, 2018 and 2017 (in thousands): Clinical Services Pharma Services Clinical Services Pharma Services 2018 2018 Total 2018 2017 2017 Total 2017 Goodwill $ 178,825 $ 19,067 $ 197,892 $ 127,952 $ 19,067 $ 147,019 Intangible assets as of December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 Amortization Period Cost Accumulated Amortization Net Trade Names 12-24 months $ 3,675 $ 3,042 $ 633 Non-Compete Agreement 24 months 27 18 9 Customer Relationships 180 months 141,626 16,798 124,828 Trade Mark - Indefinite lived — 14,559 — 14,559 Total $ 159,887 $ 19,858 $ 140,029 December 31, 2017 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 3,000 $ — Non-Compete Agreement 36 months 26 4 22 Customer Relationships 156-180 months 85,068 10,925 74,143 Total $ 88,094 $ 13,929 $ 74,165 The Company recorded amortization expense of intangible assets in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Amortization of intangible assets $ 5,928 $ 6,995 $ 7,272 The Company records amortization expense as a general and administrative expense. The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2018 is as follows (in thousands): Years Ending December 31, As of December 31, 2019 $ 10,110 2020 9,442 2021 9,442 2022 9,442 2023 9,442 Thereafter 77,592 Total $ 125,470 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note G – Debt The following table summarizes the long term debt at December 31, 2018 and 2017 (in thousands): 2018 2017 Term Loan Facility $ 96,750 $ 71,250 Revolving Facility 5,000 25,400 Capital leases/loans 11,548 10,542 Total Debt $ 113,298 $ 107,192 Less: Debt issuance costs (997) (1,768) Less: Current portion of long-term debt (14,171) (8,989) Total Long-Term Debt, net $ 98,130 $ 96,435 The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. Term Loan On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million term loan facility (the “Term Loan Facility”). On June 21, 2018, the Company entered into an amendment to the Credit Agreement (the “Amendment”) which provided for an additional term loan in the amount of $30.0 million, for which revised terms are included below. On December 31, 2018, the Company had current outstanding borrowings under the Term Loan, as amended, of approximately $7.9 million and long-term outstanding borrowings of approximately $88.9 million, net of unamortized debt issuance costs of $1.0 million. These costs were recorded as a reduction in the carrying amount of the related liability and are being amortized over the life of the loan. The Term Loan Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.50% per annum and (c) the one month LIBOR rate plus 1.00% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 4.00% for LIBOR loans and 1.25% to 3.00% for base rate loans, in each case based on NeoGenomics’ consolidated leverage ratio (as defined in the Credit Agreement and revised in the Amendment). Interest on borrowings is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into interest rate swap agreements to hedge against changes in the variable rate of a portion of both the Term Loan Facility and the Amendment. See Note H -Derivative Instruments and Hedging Activities for more information on these instruments. The Term Loan Facility and amounts borrowed under the Revolving Facility are secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of NeoGenomics and the Guarantors. The Term Loan Facility contains various affirmative and negative covenants including ability to incur liens and encumbrances; make certain restricted payments, including paying dividends on its equity securities or payments to redeem, repurchase or retire its equity securities; enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with its affiliates, and materially alter the business it conducts. In addition, the Company must meet certain maximum leverage ratios and fixed charge coverage ratios as of the end of each fiscal quarter commencing with the quarter ending March 31, 2017. The Company was in compliance with all required financial covenants as of December 31, 2018. The Term Loan Facility, as amended, has a maturity date of December 21, 2021. The Credit Agreement requires NeoGenomics to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2018, 75% of consolidated excess cash flow (as defined) if NeoGenomics' consolidated leverage ratio is greater than or equal to 3.25:1.0 or 50% of consolidated excess cash flow (as defined) if NeoGenomics' consolidated leverage ratio is less than or equal to 3.25:1.0 but greater than or equal to 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics made in order to cure a failure to comply with the financial covenants. NeoGenomics is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Facility at any time without penalty. Revolving Facility On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75 million revolving credit facility (the “Revolving Facility”). On December 31, 2018, the Company had total outstanding borrowings of approximately $5.0 million, with unamortized debt issuance costs of $0.8 million. These costs were recorded in other assets and are being amortized over the life of the loan. The Revolving Facility includes a $10 million swingline sublimit, with swingline loans bearing interest at the alternate base rate plus the applicable margin. Any principal outstanding under the Revolving Facility is due and payable on December 21, 2021 or such earlier date as the obligations under the Credit Agreement become due and payable pursuant to the terms of the Credit Agreement. The Revolving Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.50% per annum and (c) the one month LIBOR rate plus 1.00% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 4.00% for Adjusted LIBOR loans and 1.25% to 3.00% for base rate loans, in each case based on NeoGenomics’ consolidated leverage ratio. Interest on the outstanding principal of the Term Loan Facility will be payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of LIBOR loans. The Company was in compliance with all required financial covenants as of December 31, 2018. The Credit Agreement, as amended, requires NeoGenomics to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2018, 75% of excess cash flow (as defined) if NeoGenomics' consolidated leverage ratio is greater than or equal to 3.25:1.0 or 50% of consolidated excess cash flow (as defined) if NeoGenomics' consolidated leverage ratio is less than or equal to 3.25:1.0 but greater than or equal to 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics made in order to cure a failure to comply with the financial covenants. For the year ended December 31, 2018, no excess cash flow payment was due. NeoGenomics is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Facility at any time without penalty, subject to customary “breakage” costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. Capital Leases The Company has entered into capital leases to purchase laboratory and office equipment. These leases expire at various dates through 2021 and the weighted average interest rate under such leases was approximately 4.56% at December 31, 2018. Most of these leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. Property and equipment acquired under capital lease agreements (see Note D) are pledged as collateral to secure the performance of the future minimum lease payments. Maturities of Long-Term Debt Maturities of long-term debt at December 31, 2018 are summarized as follows (in thousands): Debt Capital Lease Obligations & Car Loans Total Long Term Debt 2019 $ 7,873 $ 6,706 $ 14,579 2020 7,873 4,241 12,114 2021 86,004 1,202 87,206 $ 101,750 $ 12,149 $ 113,899 Less: Interest on capital leases — (601) (601) 101,750 11,548 113,298 Less: Current portion of long-term debt (7,873) (6,298) (14,171) Less: Debt issuance costs (997) — (997) Long-term debt, net $ 92,880 $ 5,250 $ 98,130 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note H – Derivative Instruments and Hedging Activities Cash Flow Hedges In December of 2016 and June of 2018, the Company entered into interest rate swap agreements to reduce our exposure to interest rate fluctuations on our variable rate debt obligations. These derivative financial instruments are accounted for at fair value as a cash flow hedge which effectively modifies our exposure to interest rate risk by converting a portion of our floating rate debt to a fixed rate obligation, thus reducing the impact of interest rate changes on future interest expense. We account for derivatives in accordance with ASC Topic 815. See Note B for more information on our accounting policy related to derivative instruments and hedging activities. The fair value measurements of the Company's interest rate swaps are classified within Level 2 of the fair value hierarchy Under these agreements, we receive a variable rate of interest based on LIBOR and we pay a fixed rate of interest. The following table summarizes the interest rate swap agreements. December 2016 Hedge June 2018 Hedge Notional Amount $50 million $20 million (1) Effective Date December 30, 2016 June 29, 2018 Index One month LIBOR One month LIBOR Maturity December 31, 2019 December 31, 2021 Rate 1.59 % 2.98 % (1) The notional amount increases to $70 million upon maturity of December 2016 Hedge on December 31, 2019. The fair value of the interest rate swap will be included in long-term assets or long-term liabilities, when applicable. At December 31, 2018, we recorded the fair value of these derivative financial instruments of which $0.5 million was included as an other long-term asset and $0.9 million was included as a long-term liability. These amounts were also reflected in AOCI. At December 31, 2017, the fair value of the derivative financial instruments was $0.4 million, which was included in the balance sheet as other assets and reflected in AOCI. The instruments will be evaluated on a monthly basis and resulting increases or decreases will be recorded as a component of AOCI and will be reclassified to interest expense in the period during which the hedged transaction affects earnings. Any c ash flows from the interest rate swap are included in operating activities on the consolidated statement of cash flows. The Company performed an effectiveness assessment and determined that the interest rate swaps are highly effective and, thus, there is no impact to the Company's consolidated statements of operations. |
Class A Redeemable Convertible
Class A Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Note I – Class A Redeemable Convertible Preferred Stock On December 30, 2015, (“Original Issue Date”), the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred stock (“Series A Preferred Stock”) as part of the consideration given to acquire all of the outstanding stock of Clarient Inc. The Series A Preferred Stock has a face value of $7.50 per share for a total liquidation value of $110.0 million. During the first year, the Series A Preferred Stock had a liquidation value of $100.0 million if the shares were redeemed prior to December 29, 2016. On December 22, 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock for $55.0 million in cash. The redemption amount per share equaled $6.82 ($7.50 minus the liquidation discount of 9.09%). In December 2017, the Company issued 264,000 additional shares of Preferred Stock as a Paid-in-Kind (“PIK”) dividend, resulting in a balance of 6,864,000 shares of Series A Preferred Stock outstanding at December 31, 2017. On June 25, 2018, the Company redeemed the remaining outstanding Preferred Stock for an aggregate redemption amount of $50.1 million, prior to consideration of any transaction related expenses. The shares were redeemed at $7.30 per share, representing the applicable 4.55% redemption discount on the original liquidation preference plus an additional $0.14 per share in respect of accrued and unpaid dividends for 2018. Following the redemption, no shares of Preferred Stock remain outstanding. The gain on redemption of preferred stock was calculated as the carrying value of the shares of Preferred Stock before the redemption of $37.8 million plus the amount of the beneficial conversion feature originally recorded with the redeemed shares of $21.3 million, as compared to the total consideration being paid, in this case the $50.1 million. Issue Discount The Company recorded the Series A Preferred Stock at a fair value of approximately $73.2 million, or $4.99 per share, on the date of issuance. The difference between the fair value of $73.2 million and the liquidation value of $110 million represents a discount of $36.8 million from the initial face value representing the impact the rights and features of the instrument had on the value to the Company. After the partial redemption, the Series A Preferred stock had a fair value of approximately $32.9 million, or $4.99 per share. The difference between the fair value of $32.9 million and the liquidation value of $49.5 million represented a discount of approximately $16.6 million. Beneficial Conversion Features The fair value of the common stock into which the Series A Preferred Stock was convertible exceeded the allocated purchase price fair value of the Series A Preferred Stock at the date of issuance and after the partial redemption in December of 2016 by approximately $44.7 and $20.1 million, respectively, resulting in a beneficial conversion feature. The Company recognized the beneficial conversion feature as non-cash, deemed dividends to the holder of Series A Preferred Stock over the first three years the Series A Preferred Stock was outstanding, as the date the stock first becomes convertible was three years from the issue date. In addition to the beneficial conversion feature (“BCF”) recorded at the original issue date, we recorded additional BCF discounts for payment-in-kind shares accrued for the quarter ended March 31, 2018 as dividends. Automatic Conversion Absent an early redemption, each share of Series A Preferred Stock issued and outstanding as of the tenth anniversary of the original issue date would have automatically converted into fully paid and non-assessable shares of common stock. Classification Prior to redemption, the Company classified the Preferred Stock as temporary equity on the consolidated balance sheets due to certain change in control events that are outside the Company’s control, including deemed liquidation events described in the Series A Certificate of Designation. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note J – Income Taxes On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act. The Act made significant modifications to the provisions of the Internal Revenue Code, including but not limited to, a corporate tax rate decrease from 35% to 21% effective as of January 1, 2018. The Company’s net deferred tax assets and liabilities have been revalued at the newly enacted U.S. corporate rate in the year of enactment. The adjustment related to the remeasurement of the deferred tax asset and liability balances, including the revaluation of amounts originally reported in other comprehensive income (loss), is a net benefit of $3.0 million and is included in income as of December 31, 2017. Significant components of the provision for income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): 2018 2017 2016 Current: Federal $ (448) $ (91) $ (8) State 126 14 39 Total Current Provision (Benefit) $ (322) $ (77) $ 31 Deferred: Federal $ 1,070 $ (2,359) $ (1,451) State 321 297 (281) Foreign 115 (115) — Total Deferred Provision (Benefit) $ 1,506 $ (2,177) $ (1,732) Total Tax Provision $ 1,184 $ (2,254) $ (1,701) A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2018, 2017 and 2016 is as follows: 2018 2017 2016 Federal statutory tax rate 21.00 % 34.00 % 34.00 % State income taxes, net of federal income tax benefit 11.01 % (4.96) % 3.43 % Non-deductible expenses 3.80 % (17.57) % (1.88) % Compensation expense (12.52) % (25.95) % (13.37) % Transaction expenses 7.09 % — % — % Deferred revaluation for Tax Cuts and Jobs Act — % 116.24 % — % Adjustment due to adoption of Accounting Standards (13.84) % — % — % Foreign Tax Rate Differential 7.20 % (12.99) % — % Other, net (1.21) % (3.72) % 0.73 % Valuation allowance 8.44 % — % — % Effective tax rate 30.97 % 85.05 % 22.91 % At December 31, 2018 and 2017, our current and non-current deferred income tax assets and liabilities consisted of the following (in thousands): 2018 2017 Net non-current deferred income tax liability: Allowance for doubtful accounts $ 634 $ 170 Accrued compensation 1,935 943 Other accruals 156 84 Other 502 (274) Net operating loss carry-forwards 17,825 12,282 Nonqualified stock options and warrants 1,613 1,342 Accumulated depreciation and amortization (44,799) (21,235) Net deferred income tax liabilities (22,134) (6,688) Less: Valuation allowance (323) — Total Non-Current Deferred Income Tax Liability $ (22,457) $ (6,688) At December 31, 2018, the Company has federal net operating loss carry forwards of approximately $71.3 million and state net operating loss carry forwards of approximately $33.0 million. The Company adopted ASU 2016-09 as of January 1, 2017. Adoption required a modified retrospective transition whereby the cumulative-effect is an adjustment to equity as of the beginning of the period. This resulted in an adjustment to the deferred tax assets related to net operating loss carryforwards and equity of $6.4 million. These net operating loss carry forwards will begin to expire in 2030, for both federal and state tax purposes, if not utilized in future periods. An ownership change of more than 50 percent could result in a limitation of the use of net operating loss carryforwards under IRC Section 382 and the regulations thereunder. Management believes it is more likely than not that a limitation under Section 382 would not impact the realizability of the federal and state net operating loss deferred tax assets. Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing all positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it's determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed. As of December 31, 2018, management determined that sufficient positive evidence did not exist to conclude that it is more likely than not that the Net Operating Losses being generated by the Company's Switzerland and Singapore operations would be able to be utilized in future periods. Accordingly, management has decided to establish a full valuation allowance of $0.3 million against the deferred tax assets generated by these two jurisdictions. We file income tax returns in the U.S. federal jurisdiction as well as Singapore, Switzerland and in various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment. For federal and state purposes, we have open tax years ending December 31, 2010 to December 31, 2017. We are not currently subject to any ongoing income tax examinations. The Company adopted the accounting standard for uncertain tax positions, ASC 740-10, and as required by the standard, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognized tax benefits could result from management’s belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions. The following is our unrecognized tax benefits as of December 31, 2018 (in thousands): Year Ended December 31, 2018 Unrecognized tax benefits - December 31, 2017 $ — Increases from acquisitions 632 Settled positions — Statute expirations — Unrecognized tax benefits - December 31, 2018 $ 632 The amount of unrecognized tax benefits at December 31, 2018, if recognized would favorably affect the Company's effective tax rate. These unrecognized tax benefits are classified as other long term liabilities in the Company's consolidated balance sheet. The interest and penalties related to the unrecognized tax benefit are $0.1 million. Interest and tax penalties related to unrecognized tax benefits are included in income tax expense. There were no uncertain tax positions for the years ended December 31, 2017 or 2016. The Company has received a temporary tax holiday in Switzerland as an incentive to locate and grow our operations. The tax holiday is for two consecutive 5 year periods beginning with the year ended December 31, 2017 and is dependent on meeting agreed upon employment and capital investment targets. The first 5 year period ends with the year ended December 31, 2021 fiscal year and the second 5 year period, should our employment and capital investment targets be met end with the 2026 fiscal year. As the Switzerland operations have been in a tax loss position since inception, no financial benefits have been realized in 2017 or 2018 under the tax holiday. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note K – Net Income (Loss) per Share The following table provides the computation of basic and diluted net income (loss) per share for the years ended December 31, 2018, 2017 and 2016 (in thousands, except share and per share amounts): Year Ended December 31, 2018 2017 2016 Net income (loss) $ 2,640 $ (396) $ (6,142) Deemed dividends on preferred stock 10,198 3,645 18,011 Gain on redemption of preferred stock (9,075) — — Amortization of preferred stock beneficial conversion feature (4,571) 6,902 6,663 Net income (loss) available to common stockholders $ 6,088 $ (10,943) $ (30,816) Basic weighted average common shares outstanding 85,618 79,426 77,542 Effect of potentially dilutive securities 5,950 — — Diluted weighted average shares outstanding 91,568 79,426 77,542 Basic net income (loss) per share attributable to common stockholders $ 0.07 $ (0.14) $ (0.40) Diluted net income (loss) per share attributable to common stockholders $ 0.07 $ (0.14) $ (0.40) We have adopted the two-class method in calculating earnings per share as we have determined our preferred shares to be participating securities. Under this method, we have included in weighted average shares outstanding all of our preferred shares |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Note L – Stock Compensation Stock Option Plan On May 25, 2017, the board of directors of Parent (the “Board of Directors”) further amended the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated effective as of October 31, 2006, April 16, 2013, May 4, 2015 and December 21, 2015. The Amended Plan allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The Amended Plan, provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 18,650,000. As of December 31, 2018 and 2017, stock options outstanding totaled 6.8 million and 6.3 million shares, respectively. The outstanding options in 2017 included 200,000 options issued outside of the Amended Plan to Douglas VanOort, the Company’s Chairman and Chief Executive Officer. As of December 31, 2018 and 2017, a total of approximately 3.3 million and 5.4 million shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 years and generally vest over 3 or 4 years, but each grant’s expiration, vesting and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors. The fair value of each stock option award granted during the years ended December 31, 2018, 2017 and 2016 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: 2018 2017 2016 Expected term (in years) 1.6 – 4.0 3.0 – 4.5 1.0 – 4.5 Risk-free interest rate (%) 2.5 % 1.5 % 1.1 % Expected volatility (%) 43.0 % 49.0 % 54.0 % Dividend yield (%) 0.0 % 0.0 % 0.0 % Weighted average fair value/share at grant date $ 2.80 $ 2.26 $ 2.23 The status of our stock options are summarized as follows: Number Of Shares Weighted Average Exercise Price Outstanding at Outstanding at December 31, 2015 5,326,505 $ 3.07 Granted 2,617,526 7.14 Exercised (2,483,519) 1.69 Forfeited (324,402) 3.99 Outstanding at Outstanding at December 31, 2016 5,136,110 5.76 Granted 2,119,498 7.60 Exercised (565,569) 3.84 Forfeited (347,513) 6.12 Outstanding at Outstanding at December 31, 2017 6,342,526 6.51 Granted 2,457,102 9.03 Exercised (1,570,211) 5.48 Forfeited (390,000) 7.15 Outstanding at Outstanding at December 31, 2018 6,839,417 7.63 Exercisable at Exercisable at December 31, 2018 2,508,890 6.42 The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2018, as well as options granted, vested and forfeited during the year was as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at Non-vested at December 31, 2017 4,239,185 $ 2.29 Granted in Granted 2,457,102 2.80 Vested in Vested (2,039,176) 2.69 Forfeited in Forfeited (326,585) 2.97 Non-vested at Non-vested at December 31, 2018 4,330,526 2.67 The following table summarizes information about our options outstanding at December 31, 2018: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3.31 – 6.00 869,667 1.20 $ 4.68 858,000 1.19 $ 4.66 6.01 – 7.00 289,166 2.07 6.76 151,671 2.05 6.75 7.01 – 8.00 2,924,201 2.85 7.35 1,348,004 2.67 7.30 8.01 – 9.00 1,949,670 4.01 8.04 114,996 2.83 7.93 9.01 – 14.40 806,713 4.45 11.10 36,219 3.31 9.12 6,839,417 3.12 7.63 2,508,890 2.43 6.42 As of December 31, 2018, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $34.4 million and the aggregate intrinsic value of currently exercisable stock options was approximately $15.5 million. The intrinsic value of each option share is the difference between the fair market value of NeoGenomics' common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $12.61 closing stock price of NeoGenomics Common Stock on December 31, 2018, the last trading day of 2018. The total number of in-the-money options outstanding and exercisable as of December 31, 2018 was approximately 2.5 million. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was approximately $29.3 million, $2.8 million and $15.0 million, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options was approximately $8.6 million, $2.2 million and $4.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. The total fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was approximately $6.9 million, $4.8 million and $6.5 million, respectively. The total fair value of option shares vested during the years ended December 31, 2018, 2017 and 2016 was approximately $5.5 million, $3.6 million and $2.2 million. We recognize stock-based compensation expense using the straight-line basis over the awards’ requisite service periods. Stock compensation expense related to stock options for the years ended December 31, 2018, 2017 and 2016 was approximately $5.4 million, $5.0 million and $5.0 million, respectively. As of December 31, 2018, there was approximately $5.1 million of total unrecognized stock-based compensation cost related to unvested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 2.1 years. Employee Stock Purchase Plan The Company sponsors an Employee Stock Purchase Plan (“ESPP”), under which eligible employees can purchase common stock at a discount from the fair market value. In accordance with ASC Topic 718-50, Compensation – Stock Compensation – Employee Share Purchase Plans, the ESPP was considered non-compensatory and did not require the recognition of compensation cost because the discount offered to employees did not exceed 5%. On May 25, 2017, the Company amended the ESPP, increasing the discount from 5% to 15%. As a result of this change, we recognized stock-based compensation expense for the year ended December 31, 2018 and 2017 in the amount of approximately $0.2 million and $0.1 million, respectively. Shares issued pursuant to this plan were 113,503, 108,599 and 98,672 for the years ended December 31, 2018, 2017 and 2016, respectively. Common Stock Warrants From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s credit facilities and sales of its common stock and in connection with employment agreements and for compensation to directors. These warrants are valued using trinomial lattice pricing model and using the volatility, market price, strike price, risk-free interest rate and dividend yield appropriate at the date the warrants were issued. There were no warrants outstanding as of December 31, 2017 and no warrant activity for the year ended December 31, 2018. Warrant activity is summarized as follows: Shares Weighted Average Warrants outstanding, December 31, 2015 650,000 $ 1.48 Granted — — Exercised (200,000) — Expired/Cancelled — — Warrants outstanding, December 31, 2016 450,000 1.50 Granted — — Exercised (450,000) 1.50 Expired/Cancelled — — Warrants outstanding, December 31, 2017 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note M – Commitments and Contingencies Operating Leases The Company leases approximately 250,000 square feet of office and laboratory space under non-cancelable operating leases. These operating leases expire at various dates through 2023. These leases generally require the payment of real estate taxes, insurance, maintenance, utility and operating costs. The following is a schedule of future minimum obligations under non-cancelable operating leases as of December 31, 2018 (in thousands): Years ending December 31, 2019 $ 5,247 2020 2,798 2021 1,082 2022 453 2023 92 Thereafter — Total minimum lease payments $ 9,672 Rent expense for the years ended December 31, 2018, 2017 and 2016 was approximately $4.1 million, $4.7 million and $4.2 million, respectively and is included in costs of revenues and in general and administrative expenses, depending on the allocation of work space in each facility. Certain of the Company’s facility leases include rent escalation clauses. The Company normalizes rent expense on a straight-line basis for known changes in lease payments over the life of the lease. Purchase Commitments The Company has agreements in place to purchase a specified level of reagents from certain vendors. These purchase commitments expire at various dates through 2020. The purchase commitments as of December 31, 2018 are as follows (in thousands): Years ending December 31, 2019 $ 220 2020 220 2021 110 Total purchase commitments $ 550 Capital Lease Obligations The Company’s capital lease obligations expire at various times through 2021 and the weighted average interest rates under such leases approximated 4.56% at December 31, 2018. Some of our leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. See Note G for more information about future minimum lease payments under capital lease obligations, including those described above. Property and equipment acquired under capital lease agreements (see Note D) are pledged as collateral to secure the performance of the future minimum lease payments shown in Note G. Employment Contracts The agreements with our Chief Executive Officer, Chief Financial Officer, President of Pharma Services, President of Clinical Services, and Chief Strategy and Corporate Development Officer & Director of Investor Relations contain some or all of the following: • Clauses that allow for continuous automatic extensions of one year unless timely written notice terminating the contract is provided to such officers (as defined in the agreements). • Clauses that provide for 6-12 months of severance benefits in the event that such officers are terminated without “cause” (as defined in the agreements) by the Company. The base salaries for these officers in 2018 approximates $2.1 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note N – Related Party Transactions On May 3, 2010, the Company entered into a consulting agreement with Steven C. Jones, a director, officer and shareholder of the Company whereby Mr. Jones would provide consulting services to the Company in the capacity of Executive Vice President. On May 3, 2010, the Company also entered into a warrant agreement with Mr. Jones and issued a warrant to purchase 450,000 shares of the Company’s common stock, which were all vested as of December 31, 2016 and fully exercised at December 31, 2017. On November 4, 2016, the Company entered into an amended and restated consulting agreement (the “Amended and Restated Consulting Agreement”) with Mr. Jones. The Amended and Restated Consulting Agreement has an initial term of November 4, 2016 through April 30, 2020, which automatically renews for additional one year periods unless either party provides notice of termination at least three months prior to the expiration of the initial term or any renewal term. In addition, the Company has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to Mr. Jones the year prior to the effective date of termination. Mr. Jones has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to the Company three months prior to the proposed termination date, provided, however, Mr. Jones is required to provide an additional three months of transition services to the Company upon reasonable request by the Company. The Amended and Restated Consulting Agreement specifies monthly base retainer compensation of $21,666 per month until April 30, 2017; $15,000 per month from May 1, 2017 until April 30, 2018; $12,500 per month from May 1, 2018 until April 30, 2019; and $10,000 per month thereafter. Mr. Jones is also eligible to receive a cash bonus based on the achievement of certain performance metrics with a target of 35% of his base retainer for any given fiscal year. Such bonus is eligible to be increased to up to 150% of the target bonus in any fiscal year in which he meets certain performance thresholds established by the CEO of the Company and approved by the Board of Directors. During the years ended December 31, 2018, 2017 and 2016, Mr. Jones earned approximately $163,000, $242,000 and $263,000, respectively, for various consulting work performed in connection with his duties as an Executive Vice President and reimbursement of incurred expenses. Mr. Jones also earned $58,013, $31,912 and $85,000 as payment of bonuses for the periods indicated above. During the years ended December 31, 2018, 2017 and 2016, Mr. Jones earned approximately $50,000, $50,000, and $0, respectively as compensation for his services on the Board. The following table summarizes stock options and restricted stock granted to Mr. Jones during the years ended December 31, 2018, 2017 and 2016: Grant Date Common Stock Shares Granted Restricted Common Stock Shares Granted Fair Value Fair Value per Share Grant Price June 1, 2018 3,017 — $ 11,284 $ 3.74 $ 11.60 June 1, 2018 — 6,897 $ 80,005 $ 11.60 $ — May 25, 2017 10,000 — $ 24,700 $ 2.47 $ 7.27 May 25, 2017 — 8,667 $ 63,009 $ 7.27 $ — April 20, 2016 100,000 — $ 250,000 $ 2.50 $ 7.15 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note O – Retirement PlanWe maintain a defined-contribution 401(k) retirement plan covering substantially all employees (as defined). Our employees may make voluntary contributions to the plan, subject to limitations based on IRS regulations and compensation. In addition, we match any employees’ contributions at the rate of 75% of every dollar contributed up to 4% of the respective employee’s salary (3% maximum Company match). Effective, January 1, 2017 this benefit increased to 100% of every dollar contributed up to 3% of the respective employee’s compensation and an additional 50% of every dollar contributed on the next 2% of compensation (4% maximum Company match).  We made matching contributions of approximately $2.7 million, $2.5 million and $1.7 million during the years ended December 31, 2018, 2017 and 2016, respectively. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Public Offering of Common Stock The Company completed an offering of approximately 11.3 million shares of registered common stock, at a price of $12.75 per share, for gross proceeds of $143.7 million. The Company received $135.1 million in net proceeds after deducting underwriting fees of $8.6 million. Common Stock Issued for Transactions/Acquisitions As discussed in Note E, The Company issued 1.0 million shares of restricted common stock as consideration for the acquisition of Genoptix in December of 2018. As discussed in Note F, the Company issued approximately 0.5 million shares of restricted common stock as consideration for the purchase of a customer list in August 2017. The restriction prohibits Ascend from registering and trading the shares for a period of six months from the issuance date. On December 30, 2015, the Company issued 15.0 million shares of common stock as consideration for the acquisition of Clarient. The common stock includes restrictions imposed on the holder in the I nvestor Board Rights, Lockup and Standstill Agreement. Preferred Stock Issued to GE Medical On December 30, 2015 the Company issued 14.7 million shares of Series A Preferred Stock as consideration for the acquisition of Clarient. In 2016, the Company redeemed approximately 8.1 million shares of the Series A Preferred Stock outstanding leaving a balance of 6.6 million shares outstanding as of December 31, 2016. In 2017, the Company issued 0.3 million additional shares of Preferred Stock as a PIK dividend resulting in a balance of 6.9 million shares. Subsequently in June 2018, the Company redeemed the remaining outstanding Preferred Stock outstanding leaving no shares outstanding as of December 31, 2018. |
Impairment
Impairment | 12 Months Ended |
Dec. 31, 2018 | |
Asset Impairment Charges [Abstract] | |
Impairment | Note Q – Impairment The following table reconciles the asset impairment charges (in thousands), which are recognized in operating expenses in our consolidated statement of operations: For the Years Ended December 31, 2018 2017 2016 Impairment of HDC Assets $ — $ — $ 1,902 Impairment of Path Logic Assets — — 1,562 Total Impairment $ — $ — $ 3,464 HDC Assets This impairment charge is related to the Master License Agreement with Health Discovery Corporation. This impairment charge writes off the HDC intangible assets associated with SVM, LDT, flow cytometry and cytogenetics technologies. The impairment is primarily the result of the lack of revenues to date, and the disputed license termination notification received from HDC. Based on this analysis, the Company determined that the assets were fully impaired, and an impairment loss was recorded for the unamortized balance of these assets. Path Logic Assets This impairment charge is associated with our Path Logic intangible assets, consisting of customer relationships. Based on the analysis performed, this asset is fully impaired. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Segment Information We have two primary types of customers, Clinical and Pharma. Our Clinical customers include community based pathology practices, oncology groups, hospitals and academic centers. Our Pharma customers include pharmaceutical companies to whom we provide testing and other services to support their studies and clinical trials. We have presented the financial information reviewed by the Chief Operating Decision Maker (“CODM”) including revenues, cost of revenue and gross margin for each of our operating segments. The segment information presented in these financial statements has been conformed to present segments on this revised basis for all prior periods. Balance sheet accounts are not presented at the segment level as that information is not used by the CODM. The following table summarizes segment information for the years ended December 31, 2018, 2017 and 2016 (in thousands). For the Years Ended December 31, 2018 2017 2016 Net Revenues: Clinical Services $ 241,873 $ 213,097 $ 210,159 Pharma Services 34,868 27,154 21,649 Total Revenue $ 276,741 $ 240,251 $ 231,808 Cost of Revenue: Clinical Services $ 128,297 $ 121,785 $ 120,437 Pharma Services 21,179 16,510 13,267 Total Cost of Revenue $ 149,476 $ 138,295 $ 133,704 Gross Margin: Clinical Services $ 113,576 $ 91,313 $ 89,722 Pharma Services 13,689 10,643 8,382 Total Gross Margin $ 127,265 $ 101,956 $ 98,104 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Supplementary Data Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) For the Quarters Ended Total 03/31/18 06/30/18 09/30/18 12/31/2018 (1) 2018 Net revenues $ 63,423 $ 67,746 $ 69,097 $ 76,475 $ 276,741 Gross margin $ 27,303 $ 30,530 $ 32,321 $ 37,111 $ 127,265 Net income (loss) $ 644 $ (380) $ 2,023 $ 353 $ 2,640 Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature and gain on redemption of preferred stock $ 2,856 $ (6,304) $ — $ — $ (3,448) Net income (loss) available to common stockholders $ (2,212) $ 5,924 $ 2,023 $ 353 $ 6,088 Net income (loss) per common share: Basic $ (0.03) $ 0.07 $ 0.02 $ 0.00 $ 0.07 Diluted $ (0.03) $ 0.07 $ 0.02 $ 0.00 $ 0.07 Weighted average common shares outstanding – Basic 80,507 81,017 87,253 93,270 85,618 Weighted average shares outstanding – Diluted 80,507 90,168 90,899 96,874 91,568 (1) Reflects the acquisition of Genoptix in December 2018 For the Quarters Ended Total 03/31/17 06/30/17 09/30/17 12/31/17 2017 Net revenues $ 57,428 $ 62,264 $ 59,137 $ 61,422 $ 240,251 Gross margin $ 22,948 $ 27,352 $ 24,895 $ 26,762 $ 101,956 Net income (loss) $ (1,165) $ 483 $ (4,264) $ 4,549 $ (396) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ 2,566 $ 2,639 $ 2,651 $ 2,691 $ 10,547 Net (loss) available to common stockholders $ (3,731) $ (2,156) $ (6,915) $ 1,858 $ (10,943) Net (loss) per common share: Basic $ (0.05) $ (0.03) $ (0.09) $ 0.02 $ (0.14) Diluted $ (0.05) $ (0.03) $ (0.09) $ 0.02 $ (0.14) Weighted average common shares outstanding – Basic 78,650 79,413 79,617 86,676 79,426 Weighted average shares outstanding – Diluted 78,650 79,413 79,617 88,611 79,426 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy | Note B – Summary of Significant Accounting Policies Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. |
Revenue Recognition, Policy | evenue Recognition Clinical Services The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. Collection of consideration the Company expects to receive typically occurs within 30 to 60 days of billing for commercial insurance, Medicare and other governmental and self-pay payers and within 60 to 90 days of billing for client payers. Pharma Services The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other Clinical Research Organizations (“CROs”) to provide research and clinical trial services ranging in duration from one month to several years. The Company records revenue on a unit-of-service basis based on number of units completed and the total expected contract value. The total expected contract value is estimated based on historical experience of total contracted units compared to realized units as well as known factors on a specific contract-by-contract basis. Certain contracts include upfront fees, final settlement amounts or billing milestones that may not align with the completion of performance obligations. The value of these upfront fees or final settlement amounts is usually recognized over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. The Company also enters into other contracts, such as validation studies, for which the sole deliverable is a final report that is sent to sponsors at the completion of contracted activities. For these contracts, revenue is recognized at a point in time upon delivery of the final report to the sponsor. Any contracts that contain multiple performance obligations and include both units-of-service and point in time deliverables are accounted for as separate performance obligations and revenue is recognized as previously disclosed. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. While the contract terms generally provide for payments based on a unit-of-service arrangement, the billing schedules, payment terms and related cash payments may not align with the performance of services and, as such, may not correspond to revenue recognized in any given period. Amounts collected in advance of services being provided are deferred as contract liabilities. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue that has been recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding account receivable is recorded. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Amounts capitalized for contracts with an initial contract term of twelve months or less are classified as current assets and all others are classified as non-current assets. Contract assets are included in other assets on the consolidated balance sheet. |
Cost of Sales, Policy | Cost of Revenue Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. |
Shipping and Handling Cost, Policy | Shipping Costs The Company has a significant expense related to shipping specimens to our facilities for testing, including costs incurred for contract couriers, commercial airline flights and charges from FedEx charges. We also incur expenses returning samples and slides to our clients. We had approximately $9.8 million, $10.8 million and $10.3 million in outsourced shipping expenses for the years ended December 31, 2018, 2017 and 2016, respectively. These costs were expensed as fulfillment costs and included in our cost of revenue. |
Advertising Costs, Policy | Advertising CostsAdvertising costs are expensed at the time they are incurred and are not material for the years ended December 31, 2018, 2017 and 2016. |
Research and Development Expense, Policy | Research and Development Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of payroll, employee benefits, equity compensation, inventory, and payment for samples to complete validation studies. These expenses are primarily incurred to develop new genetic tests. |
Trade and Other Accounts Receivable, Policy | Accounts Receivable Accounts receivable are reported for all clinical services payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. For Pharma Services, the Company negotiates billing schedules and payment terms on a contract-by-contract basis which often includes payments based on certain milestones being achieved. Receivables are generally reported over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. |
Foreign Currency Policy | Foreign Currency In 2018, due to a change in strategy regarding the negotiation of contracts, the Company changed the functional currency for our subsidiaries outside of the U.S. from the applicable local currency to U.S. dollars. Prior to the change, we translated the financial statements of the subsidiary into U.S. dollars using average monthly exchange rates. Translation gains and losses were recorded in accumulated other comprehensive income (“AOCI”) as a component of stockholders' equity. |
Statements of Cashflows Policy | Statements of Cash Flows For purposes of the consolidated statements of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, including our revolving credit facility are considered reasonable estimates of their respective fair values due to their short-term nature. The Company maintains its cash and cash equivalents with financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2018, its concentration of credit risk related to cash and cash equivalents was not significant. The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. In December of 2016 and June of 2018, the Company entered into interest rate swap agreements. See Derivative Instruments and Hedging Activities below for additional discussion. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
Inventories, Policy | Inventories Inventories, which consist principally of testing supplies, are valued at lower of cost or net realizable value, using the first-in, first-out method (FIFO). |
Other Current Assets Policy | Other Current Assets As of December 31, 2018, 2017 and 2016, other current assets consist primarily of pharma contract assets and capitalized commissions. |
Property and Equipment, Policy | Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements and property and equipment under capital leases are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software, generally 2-5 years. We perform a fair value assessment on property and equipment acquired in a business combination and record the fair value as the cost basis for those assets. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the |
Intangible Assets, Policy | Intangible Assets Intangible assets with determinable useful lives are recorded at fair value or cost, less accumulated amortization. Each intangible asset is amortized over its estimated service period using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. Intangible assets with indefinite useful lives are recorded at fair value or cost and not amortized but tested annually for impairment. |
Goodwill, Policy | Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses 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, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management performs a quantitative goodwill impairment test. The quantitative analysis is performed by s comparing the fair value of the reporting unit to its carrying value. If the carrying value is greater than our estimate of fair value, an impairment loss will be recognized for the amount in which the carrying amount exceeds the reporting units fair value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. The Company’s evaluation of goodwill completed during the fourth quarter resulted in no impairment losses. |
Recoverability and Impairment of Long-Lived Assets, Policy | ecoverability and Impairment of Long-Lived AssetsThe Company reviews the recoverability of its long-lived assets (including definite-lived intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying amount of the asset.  No impairment losses were recognized in the years ended December 31, 2018 or 2017.  The Company recognized approximately $3.5 million in impairment losses for the year ended December 31, 2016.  See Note Q for further details. |
Debt Issuance Costs, Policy | Debt Issuance CostsWe record debt issuance costs related to our term debt as direct deductions from the carrying amount of the debt.  The costs are amortized to interest expense over the life of the debt using the effective interest method. |
Derivative Instruments and Hedging Activities, Policy | Derivative Instruments and Hedging ActivitiesThe Company uses derivative instruments to manage risks related to interest expense. We account for derivatives in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability and measured at fair value.  Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. For further information on derivative instruments and hedging activities, see Note H. |
Series A Redeemable Convertible Preferred Stock, Policy | Series A Redeemable Convertible Preferred Stock The Company classified its Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) as temporary equity on the consolidated balance sheet due to certain deemed liquidation events that were outside the Company’s control. We evaluated our Series A Preferred Stock upon issuance in order to determine classification as to permanent or temporary equity and whether or not the instrument contains an embedded derivative that requires bifurcation. This analysis followed the whole instrument approach which compares an individual feature against the entire instrument which includes that feature. This analysis was based on a consideration of the economic characteristics and risk of the Series A Preferred Stock. We evaluated all of the stated and implied substantive terms and features, including: (i) redemption (Purchase Call Option) on the Series A Preferred Stock allowing the Company to redeem the Series A Preferred Stock at any time, (ii) required redemption contingent if we raise capital, (iii) required redemption in the event of certain deemed liquidation events (in essence, any change in control of the Company), (iv) conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. As a result of this analysis, we concluded that the Series A Preferred Stock represented an equity host and, therefore, the redemption feature of the Series A Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument. However, the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. We also concluded that the conversion rights under the Series A Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights features on the Series A Preferred Stock were not considered an embedded derivative that required bifurcation. |
Beneficial Conversion Feature Policy | Beneficial Conversion FeatureThe issuance of the Company's Series A Preferred Stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. We recognized this beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. NeoGenomics accreted the discount from the date of issuance through the earliest conversion date, which was three years.  Accretion expense was recognized as dividend equivalents. On June 25, 2018, the Company redeemed the remaining outstanding Preferred Stock. For further information on the redemption, see Note I. |
Income Taxes, Policy | Income Taxes We compute income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and recognition of bad debts and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. During the year ended December 31, 2018 we had an insignificant amount on our balance sheet related to uncertain tax positions including a provision for interest and penalties related to such positions. During the |
Stock-Based Compensation, Policy | Stock-Based Compensation We measure compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. We estimate the fair value of stock options and warrants using a trinomial lattice model. This model is affected by our stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of our common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using a trinomial lattice simulation model. Risk-free Interest Rate: We base the risk-free interest rate used in the trinomial lattice valuation method on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, we use the nearest interest rate from the available maturities. Expected Stock Price Volatility: We use our own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we have assumed no dividend yield in valuing our stock-based awards. |
Tax Effects Of Stock-Based Compensation, Policy | Tax Effects of Stock-Based Compensation We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. Excess tax benefits and tax deficiencies for share-based payment awards are recorded within income tax expense in the consolidated statement of income (loss), rather than directly to additional paid-in capital. |
Net Income (Loss) per Common Share, Policy | Net Income (Loss) per Common Share We have adopted the two class method of calculating earnings (loss) per share, due to the issuance of the Series A Preferred Stock in December 2015. Under this method, when we have a net loss we will not allocate the net loss to the holders of the Series A Preferred Stock (our participating shareholders) as they do not have a contractual obligation to share in losses. Under this method, when we have net income, we will compute net income per share using the weighted average number of common shares outstanding during the applicable period plus the weighted average number of preferred shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method. |
Recently Adopted and Issued Accounting Guidance, Policy | Recently Adopted and Issued Accounting Guidance Adopted In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation . This standard expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted. The Company early adopted this ASU on April 1, 2018. The adoption of this standard substantially aligned the accounting for share based payments to employees and nonemployees. Under the new standard, the Company recorded a cumulative adjustment of $1.1 million to increase retained earnings and decrease APIC. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging. This standard refines hedge accounting to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amended guidance also expands items eligible for hedge accounting and simplifies the hedge effectiveness testing. ASU 2017-12 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The Company early adopted this standard on April 1, 2018 and applied this guidance to the cash flow hedge entered into in June 2018, see Note H. The adoption of ASU 2017-12 did not have a material effect on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, which amends FASB Accounting Standards Codification by creating Topic 606, Revenues from Contracts with Customers. This standard update calls for a number of revisions in the revenue recognition rules. The Company adopted this ASU on January 1, 2018 using a full retrospective method of adoption. Under this method, the Company has restated its results for each prior reporting period presented as if ASC 606 had been effective for those periods. The adoption of this standard required us to implement new revenue policies, procedures and internal controls related to revenue recognition. In addition, the adoption resulted in enhanced financial statement disclosures surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. For further details, see Note C. The new standard impacts each of our two reportable segments differently due to the transactional nature of the Clinical Services segment versus the generally long-term nature of our Pharma Services segment contracts. The specific effect on our reportable segments is explained below: Clinical Services Revenue Under the new standard, substantially all of our bad debt expense, which has historically been presented as part of general and administrative expense, is considered an implicit price concession and is reported as a reduction in revenue. As a result of ASC 606, we reported a material cumulative reduction in clinical revenue from previously reported periods and a similar reduction in general and administrative expenses. Pharma Services Revenue The adoption of ASC 606 also resulted in changes to the timing of revenue recognition related to Pharma Services contracts as certain individual deliverables such as study setup fees, for which revenue was previously recognized in the period when the deliverables were completed and invoiced, will be recognized over the remaining performance period under the new standard. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Under ASC 606, the Company is required to make estimates of the total transaction price per contract, including estimates of variable consideration and the number of performance obligations, and recognize the estimated amount as revenue as it transfers control of the product or performance obligations to its customers. The estimation of total transaction price, number of performance obligations, variable consideration and the application of the related constraint, was not required under previous GAAP and requires the use of significant management judgment and estimates. The Company elected certain practical expedients as allowed under the standard including the following: contracts that began and ended within the same annual reporting period were not restated; contracts with variable consideration were estimated using the transaction price at the date the contract was completed; contract modifications that occurred prior to the earliest reporting period have not been retrospectively restated but have rather been reflected as an aggregate adjustment in the earliest reporting period. The cumulative effect of this standard did not result in a material change to our Pharma Services revenue. ASC 606 Adoption Impact to Previously Reported Results We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select condensed consolidated balance sheet line items, which reflect the adoption of ASC 606, are as follows (in thousands): December 31, 2017 As Reported Impact of Adoption As Adjusted Prepaids and other current assets $ 4,241 $ 912 $ 5,153 Other assets 689 202 891 Total Assets $ 343,340 $ 1,114 $ 344,454 Pharma contract liability $ — $ 1,406 $ 1,406 Long-term pharma contract liability — 283 283 Deferred income tax liability, net 6,307 381 6,688 Stockholders' Equity 172,918 (956) 171,962 Total Liabilities and Stockholders' Equity $ 343,340 $ 1,114 $ 344,454 Select condensed consolidated statement of operations line items, which reflect the adoption of ASC 606, are as follows (in thousands): For the Twelve Months Ended December 31, 2017 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 231,748 $ (18,651) $ 213,097 Pharma Services 26,863 291 27,154 Total Revenue 258,611 (18,360) 240,251 Gross Margin 120,316 (18,360) 101,956 Total operating expenses 117,992 (18,938) 99,054 Income from Operations 2,324 578 2,902 Interest expense 5,540 — 5,540 Other expense 265 (253) 12 Income tax (benefit) (2,635) 381 (2,254) Net Loss $ (846) $ 450 $ (396) For the Twelve Months Ended December 31, 2016 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 222,015 $ (11,856) $ 210,159 Pharma Services 22,068 (419) 21,649 Total Revenue 244,083 (12,275) 231,808 Gross Margin 110,379 (12,275) 98,104 Total operating expenses 107,805 (11,856) 95,949 Income from Operations 2,574 (419) 2,155 Interest expense 9,998 — 9,998 Other expense — — — Income tax (benefit) (1,701) — (1,701) Net Loss $ (5,723) $ (419) $ (6,142) In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation . This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment . This standard eliminates Step 2 of the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This update is effective for annual and interim periods beginning after December 15, 2019. The Company early adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments . This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This standard was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including for operating leases, on the balance sheet and disclosing key information about leasing arrangements. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We adopted this standard on January 1, 2019 using a modified transition approach under which a cumulative-effect adjustment to retained earnings will be recognized on the date of adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | Select condensed consolidated balance sheet line items, which reflect the adoption of ASC 606, are as follows (in thousands): December 31, 2017 As Reported Impact of Adoption As Adjusted Prepaids and other current assets $ 4,241 $ 912 $ 5,153 Other assets 689 202 891 Total Assets $ 343,340 $ 1,114 $ 344,454 Pharma contract liability $ — $ 1,406 $ 1,406 Long-term pharma contract liability — 283 283 Deferred income tax liability, net 6,307 381 6,688 Stockholders' Equity 172,918 (956) 171,962 Total Liabilities and Stockholders' Equity $ 343,340 $ 1,114 $ 344,454 Select condensed consolidated statement of operations line items, which reflect the adoption of ASC 606, are as follows (in thousands): For the Twelve Months Ended December 31, 2017 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 231,748 $ (18,651) $ 213,097 Pharma Services 26,863 291 27,154 Total Revenue 258,611 (18,360) 240,251 Gross Margin 120,316 (18,360) 101,956 Total operating expenses 117,992 (18,938) 99,054 Income from Operations 2,324 578 2,902 Interest expense 5,540 — 5,540 Other expense 265 (253) 12 Income tax (benefit) (2,635) 381 (2,254) Net Loss $ (846) $ 450 $ (396) For the Twelve Months Ended December 31, 2016 As Reported Impact of Adoption As Adjusted Net Revenue Clinical Services $ 222,015 $ (11,856) $ 210,159 Pharma Services 22,068 (419) 21,649 Total Revenue 244,083 (12,275) 231,808 Gross Margin 110,379 (12,275) 98,104 Total operating expenses 107,805 (11,856) 95,949 Income from Operations 2,574 (419) 2,155 Interest expense 9,998 — 9,998 Other expense — — — Income tax (benefit) (1,701) — (1,701) Net Loss $ (5,723) $ (419) $ (6,142) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following table summarizes the values of contract assets, capitalized commissions and contract liabilities as of December 31, 2018 and December 31, 2017 (in thousands): December 31, 2018 December 31, 2017 Current pharma contract asset $ 86 $ 541 Long-term pharma contract asset 268 31 Total pharma contract asset $ 354 $ 572 Current pharma capitalized commissions $ 271 $ 371 Long-term pharma capitalized commissions 650 171 Total pharma capitalized commissions $ 921 $ 542 Current pharma contract liability $ 927 $ 1,406 Long-term pharma contract liability 1,652 283 Total pharma contract liability $ 2,579 $ 1,689 |
Disaggregation of Revenue | The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands): December 31, 2018 December 31, 2017 December 31, 2016 Clinical Services: Client direct billing $ 164,888 $ 147,726 $ 126,288 Commercial Insurance 40,360 35,473 52,801 Medicare and Medicaid 35,566 29,493 30,517 Self-Pay 1,059 405 553 Total Clinical Services 241,873 213,097 210,159 Pharma Services: 34,868 27,154 21,649 Total Revenue $ 276,741 $ 240,251 $ 231,808 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following at December 31, 2018 and 2017 (in thousands): 2018 2017 Estimated Useful Lives in Years Equipment $ 43,164 $ 33,711 3-10 Building 7,400 — 40 Leasehold improvements 22,207 14,517 2-20 Furniture and fixtures 5,675 4,486 7-10 Computer hardware and office equipment 12,137 10,038 3-10 Computer software 14,341 10,331 2-5 Land 3,170 — — Assets not yet placed in service 2,921 3,951 — Subtotal 111,015 77,034 Less: accumulated depreciation and amortization (50,127) (40,530) Property and equipment, net $ 60,888 $ 36,504 |
Schedule Of Depreciation And Amortization On Property And Equipment | Depreciation and amortization expense on property and equipment, including leased assets in each period was as follows (in thousands): For the years ended December 31, 2018 2017 2016 Depreciation and amortization expense $ 15,804 $ 15,596 $ 15,937 |
Schedule of Capital Leased Assets | Property and equipment under capital leases, included above, consists of the following at December 31, 2018 and 2017 (in thousands): 2018 2017 Equipment $ 8,430 $ 10,619 Furniture and fixtures 1,799 1,012 Computer hardware 3,953 4,310 Computer software 484 607 Leasehold improvements 7,552 1,485 Subtotal 22,218 18,033 Less: accumulated depreciation and amortization (10,669) (7,560) Property and equipment under capital leases, net $ 11,549 $ 10,473 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The acquisition date fair value of common stock transferred is calculated below (in thousands, except share and per share amounts): Common Stock Valuation Amount Shares of common stock issued as consideration 1,000,000 Stock price per share on closing date $ 13.94 Value of common stock issued as consideration $ 13,940 Issue discount due to lack of marketability $ (697) Fair value of common stock at December 10, 2018 $ 13,243 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary acquisition fair values below are presented as of December 10, 2018 (in thousands): Current assets, including cash and cash equivalents of $1,381 $ 22,172 Property and equipment 21,029 Identifiable intangible assets 71,792 Goodwill 50,873 Long-term assets 170 Total assets acquired 166,036 Current liabilities (10,769) Long-term liabilities (1) (15,265) Net assets acquired $ 140,002 (1) Includes $14.7 million in deferred tax liabilities associated with tangible and intangible assets acquired. |
Schedule Of Revenue And Earnings Table | The amount of revenue and earnings of Genoptix since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2018 are as follows (in thousands): For the period December 10, 2018 Revenue $ 4,629 Gross Margin $ 2,600 Net (Loss) $ (334) |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2017, nor are they necessarily indicative of future results. Years ended December 31, 2018 2017 Revenue $ 367,988 $ 356,711 Net income (loss) attributable to common stockholders 1,401 (42,930) Income (loss) per share $ 0.02 $ (0.53) Basic 85,618 80,426 Diluted 91,568 80,426 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in goodwill for the years ended December 31, 2018 and 2017 (in thousands): For the years ended December 31, 2018 2017 Balance, beginning of year $ 147,019 $ 147,019 Goodwill acquired during the year 50,873 — Balance, December 31, 2018 $ 197,892 $ 147,019 |
Allocation Of Goodwill By Segment | The following table summarizes the allocation of goodwill by segment for the years ended December 31, 2018 and 2017 (in thousands): Clinical Services Pharma Services Clinical Services Pharma Services 2018 2018 Total 2018 2017 2017 Total 2017 Goodwill $ 178,825 $ 19,067 $ 197,892 $ 127,952 $ 19,067 $ 147,019 |
Schedule of Intangible Assets and Goodwill | Intangible assets as of December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 Amortization Period Cost Accumulated Amortization Net Trade Names 12-24 months $ 3,675 $ 3,042 $ 633 Non-Compete Agreement 24 months 27 18 9 Customer Relationships 180 months 141,626 16,798 124,828 Trade Mark - Indefinite lived — 14,559 — 14,559 Total $ 159,887 $ 19,858 $ 140,029 December 31, 2017 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 3,000 $ — Non-Compete Agreement 36 months 26 4 22 Customer Relationships 156-180 months 85,068 10,925 74,143 Total $ 88,094 $ 13,929 $ 74,165 |
Finite-lived Intangible Assets Amortization Expense | The Company recorded amortization expense of intangible assets in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Amortization of intangible assets $ 5,928 $ 6,995 $ 7,272 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2018 is as follows (in thousands): Years Ending December 31, As of December 31, 2019 $ 10,110 2020 9,442 2021 9,442 2022 9,442 2023 9,442 Thereafter 77,592 Total $ 125,470 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the long term debt at December 31, 2018 and 2017 (in thousands): 2018 2017 Term Loan Facility $ 96,750 $ 71,250 Revolving Facility 5,000 25,400 Capital leases/loans 11,548 10,542 Total Debt $ 113,298 $ 107,192 Less: Debt issuance costs (997) (1,768) Less: Current portion of long-term debt (14,171) (8,989) Total Long-Term Debt, net $ 98,130 $ 96,435 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt at December 31, 2018 are summarized as follows (in thousands): Debt Capital Lease Obligations & Car Loans Total Long Term Debt 2019 $ 7,873 $ 6,706 $ 14,579 2020 7,873 4,241 12,114 2021 86,004 1,202 87,206 $ 101,750 $ 12,149 $ 113,899 Less: Interest on capital leases — (601) (601) 101,750 11,548 113,298 Less: Current portion of long-term debt (7,873) (6,298) (14,171) Less: Debt issuance costs (997) — (997) Long-term debt, net $ 92,880 $ 5,250 $ 98,130 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Significant components of the provision for income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): 2018 2017 2016 Current: Federal $ (448) $ (91) $ (8) State 126 14 39 Total Current Provision (Benefit) $ (322) $ (77) $ 31 Deferred: Federal $ 1,070 $ (2,359) $ (1,451) State 321 297 (281) Foreign 115 (115) — Total Deferred Provision (Benefit) $ 1,506 $ (2,177) $ (1,732) Total Tax Provision $ 1,184 $ (2,254) $ (1,701) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2018, 2017 and 2016 is as follows: 2018 2017 2016 Federal statutory tax rate 21.00 % 34.00 % 34.00 % State income taxes, net of federal income tax benefit 11.01 % (4.96) % 3.43 % Non-deductible expenses 3.80 % (17.57) % (1.88) % Compensation expense (12.52) % (25.95) % (13.37) % Transaction expenses 7.09 % — % — % Deferred revaluation for Tax Cuts and Jobs Act — % 116.24 % — % Adjustment due to adoption of Accounting Standards (13.84) % — % — % Foreign Tax Rate Differential 7.20 % (12.99) % — % Other, net (1.21) % (3.72) % 0.73 % Valuation allowance 8.44 % — % — % Effective tax rate 30.97 % 85.05 % 22.91 % |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2018 and 2017, our current and non-current deferred income tax assets and liabilities consisted of the following (in thousands): 2018 2017 Net non-current deferred income tax liability: Allowance for doubtful accounts $ 634 $ 170 Accrued compensation 1,935 943 Other accruals 156 84 Other 502 (274) Net operating loss carry-forwards 17,825 12,282 Nonqualified stock options and warrants 1,613 1,342 Accumulated depreciation and amortization (44,799) (21,235) Net deferred income tax liabilities (22,134) (6,688) Less: Valuation allowance (323) — Total Non-Current Deferred Income Tax Liability $ (22,457) $ (6,688) |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | The following is our unrecognized tax benefits as of December 31, 2018 (in thousands): Year Ended December 31, 2018 Unrecognized tax benefits - December 31, 2017 $ — Increases from acquisitions 632 Settled positions — Statute expirations — Unrecognized tax benefits - December 31, 2018 $ 632 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides the computation of basic and diluted net income (loss) per share for the years ended December 31, 2018, 2017 and 2016 (in thousands, except share and per share amounts): Year Ended December 31, 2018 2017 2016 Net income (loss) $ 2,640 $ (396) $ (6,142) Deemed dividends on preferred stock 10,198 3,645 18,011 Gain on redemption of preferred stock (9,075) — — Amortization of preferred stock beneficial conversion feature (4,571) 6,902 6,663 Net income (loss) available to common stockholders $ 6,088 $ (10,943) $ (30,816) Basic weighted average common shares outstanding 85,618 79,426 77,542 Effect of potentially dilutive securities 5,950 — — Diluted weighted average shares outstanding 91,568 79,426 77,542 Basic net income (loss) per share attributable to common stockholders $ 0.07 $ (0.14) $ (0.40) Diluted net income (loss) per share attributable to common stockholders $ 0.07 $ (0.14) $ (0.40) |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of each stock option award granted during the years ended December 31, 2018, 2017 and 2016 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: 2018 2017 2016 Expected term (in years) 1.6 – 4.0 3.0 – 4.5 1.0 – 4.5 Risk-free interest rate (%) 2.5 % 1.5 % 1.1 % Expected volatility (%) 43.0 % 49.0 % 54.0 % Dividend yield (%) 0.0 % 0.0 % 0.0 % Weighted average fair value/share at grant date $ 2.80 $ 2.26 $ 2.23 |
Share-based Compensation, Stock Options, Activity | The status of our stock options are summarized as follows: Number Of Shares Weighted Average Exercise Price Outstanding at Outstanding at December 31, 2015 5,326,505 $ 3.07 Granted 2,617,526 7.14 Exercised (2,483,519) 1.69 Forfeited (324,402) 3.99 Outstanding at Outstanding at December 31, 2016 5,136,110 5.76 Granted 2,119,498 7.60 Exercised (565,569) 3.84 Forfeited (347,513) 6.12 Outstanding at Outstanding at December 31, 2017 6,342,526 6.51 Granted 2,457,102 9.03 Exercised (1,570,211) 5.48 Forfeited (390,000) 7.15 Outstanding at Outstanding at December 31, 2018 6,839,417 7.63 Exercisable at Exercisable at December 31, 2018 2,508,890 6.42 |
Schedule of Nonvested Share Activity | The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2018, as well as options granted, vested and forfeited during the year was as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at Non-vested at December 31, 2017 4,239,185 $ 2.29 Granted in Granted 2,457,102 2.80 Vested in Vested (2,039,176) 2.69 Forfeited in Forfeited (326,585) 2.97 Non-vested at Non-vested at December 31, 2018 4,330,526 2.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable | The following table summarizes information about our options outstanding at December 31, 2018: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3.31 – 6.00 869,667 1.20 $ 4.68 858,000 1.19 $ 4.66 6.01 – 7.00 289,166 2.07 6.76 151,671 2.05 6.75 7.01 – 8.00 2,924,201 2.85 7.35 1,348,004 2.67 7.30 8.01 – 9.00 1,949,670 4.01 8.04 114,996 2.83 7.93 9.01 – 14.40 806,713 4.45 11.10 36,219 3.31 9.12 6,839,417 3.12 7.63 2,508,890 2.43 6.42 |
Summary Of Warrant Activity Table | Warrant activity is summarized as follows: Shares Weighted Average Warrants outstanding, December 31, 2015 650,000 $ 1.48 Granted — — Exercised (200,000) — Expired/Cancelled — — Warrants outstanding, December 31, 2016 450,000 1.50 Granted — — Exercised (450,000) 1.50 Expired/Cancelled — — Warrants outstanding, December 31, 2017 — — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2018, 2017 and 2016, as well as stock awards granted, vested and forfeited during the year are as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Nonvested at Nonvested at December 31, 2015 126,995 $ 3.10 Granted in Granted in 2016 43,332 8.49 Vested in Vested in 2016 (33,083) 8.13 Forfeited in Forfeited in 2016 — — Nonvested at Nonvested at December 31, 2016 137,244 3.59 Granted in Granted in 2017 372,711 7.27 Vested in Vested in 2017 (182,744) 4.50 Forfeited in Forfeited in 2017 — — Nonvested at Nonvested at December 31, 2017 327,211 7.27 Granted in Granted in 2018 87,811 12.87 Vested in Vested in 2018 (119,180) 7.27 Forfeited in Forfeited in 2018 (13,334) 7.27 Nonvested at Nonvested at December 31, 2018 282,508 9.01 Stock compensation expense related to restricted stock for the years ended December 31, 2018, 2017 and 2016 was approximately $1.3 million, $1.3 million, and $0.5 million, respectively. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule of future minimum obligations under non-cancelable operating leases as of December 31, 2018 (in thousands): Years ending December 31, 2019 $ 5,247 2020 2,798 2021 1,082 2022 453 2023 92 Thereafter — Total minimum lease payments $ 9,672 |
Purchase Commitment, Excluding Long-term Commitment | The purchase commitments as of December 31, 2018 are as follows (in thousands): Years ending December 31, 2019 $ 220 2020 220 2021 110 Total purchase commitments $ 550 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes stock options and restricted stock granted to Mr. Jones during the years ended December 31, 2018, 2017 and 2016: Grant Date Common Stock Shares Granted Restricted Common Stock Shares Granted Fair Value Fair Value per Share Grant Price June 1, 2018 3,017 — $ 11,284 $ 3.74 $ 11.60 June 1, 2018 — 6,897 $ 80,005 $ 11.60 $ — May 25, 2017 10,000 — $ 24,700 $ 2.47 $ 7.27 May 25, 2017 — 8,667 $ 63,009 $ 7.27 $ — April 20, 2016 100,000 — $ 250,000 $ 2.50 $ 7.15 |
Impairment (Tables)
Impairment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Impairment Charges [Abstract] | |
Schedule of Impaired Intangible Assets | The following table reconciles the asset impairment charges (in thousands), which are recognized in operating expenses in our consolidated statement of operations: For the Years Ended December 31, 2018 2017 2016 Impairment of HDC Assets $ — $ — $ 1,902 Impairment of Path Logic Assets — — 1,562 Total Impairment $ — $ — $ 3,464 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes segment information for the years ended December 31, 2018, 2017 and 2016 (in thousands). For the Years Ended December 31, 2018 2017 2016 Net Revenues: Clinical Services $ 241,873 $ 213,097 $ 210,159 Pharma Services 34,868 27,154 21,649 Total Revenue $ 276,741 $ 240,251 $ 231,808 Cost of Revenue: Clinical Services $ 128,297 $ 121,785 $ 120,437 Pharma Services 21,179 16,510 13,267 Total Cost of Revenue $ 149,476 $ 138,295 $ 133,704 Gross Margin: Clinical Services $ 113,576 $ 91,313 $ 89,722 Pharma Services 13,689 10,643 8,382 Total Gross Margin $ 127,265 $ 101,956 $ 98,104 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) For the Quarters Ended Total 03/31/18 06/30/18 09/30/18 12/31/2018 (1) 2018 Net revenues $ 63,423 $ 67,746 $ 69,097 $ 76,475 $ 276,741 Gross margin $ 27,303 $ 30,530 $ 32,321 $ 37,111 $ 127,265 Net income (loss) $ 644 $ (380) $ 2,023 $ 353 $ 2,640 Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature and gain on redemption of preferred stock $ 2,856 $ (6,304) $ — $ — $ (3,448) Net income (loss) available to common stockholders $ (2,212) $ 5,924 $ 2,023 $ 353 $ 6,088 Net income (loss) per common share: Basic $ (0.03) $ 0.07 $ 0.02 $ 0.00 $ 0.07 Diluted $ (0.03) $ 0.07 $ 0.02 $ 0.00 $ 0.07 Weighted average common shares outstanding – Basic 80,507 81,017 87,253 93,270 85,618 Weighted average shares outstanding – Diluted 80,507 90,168 90,899 96,874 91,568 (1) Reflects the acquisition of Genoptix in December 2018 For the Quarters Ended Total 03/31/17 06/30/17 09/30/17 12/31/17 2017 Net revenues $ 57,428 $ 62,264 $ 59,137 $ 61,422 $ 240,251 Gross margin $ 22,948 $ 27,352 $ 24,895 $ 26,762 $ 101,956 Net income (loss) $ (1,165) $ 483 $ (4,264) $ 4,549 $ (396) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ 2,566 $ 2,639 $ 2,651 $ 2,691 $ 10,547 Net (loss) available to common stockholders $ (3,731) $ (2,156) $ (6,915) $ 1,858 $ (10,943) Net (loss) per common share: Basic $ (0.05) $ (0.03) $ (0.09) $ 0.02 $ (0.14) Diluted $ (0.05) $ (0.03) $ (0.09) $ 0.02 $ (0.14) Weighted average common shares outstanding – Basic 78,650 79,413 79,617 86,676 79,426 Weighted average shares outstanding – Diluted 78,650 79,413 79,617 88,611 79,426 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - Segment | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of Operating segments | 2 | ||
Percentage Of consolidated assets, net revenues And net income reported by reportable operating segment | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | Apr. 01, 2018 | Jan. 01, 2018 | Jan. 01, 2017 | |
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Shipping, handling and transportation costs | $ 9,800,000 | $ 10,800,000 | $ 10,300,000 | ||||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | $ 3,500,000 | ||||
Preferred stock conversion trading price per share | $ 8 | ||||||
Cumulative effect of new accounting principle in period of adoption | $ 35,000 | $ 6,388,000 | |||||
Computer software | Minimum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Estimated Useful Lives in Years | 2 years | ||||||
Computer software | Maximum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Estimated Useful Lives in Years | 5 years | ||||||
Accumulated Deficit | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Cumulative effect of new accounting principle in period of adoption | 1,130,000 | $ 6,388,000 | |||||
Additional Paid-in Capital | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Cumulative effect of new accounting principle in period of adoption | $ (1,095,000) | ||||||
Accounting Standard Update 2018-07 | Accumulated Deficit | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Cumulative effect of new accounting principle in period of adoption | $ 1,100,000 | ||||||
Accounting Standard Update 2018-07 | Additional Paid-in Capital | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Cumulative effect of new accounting principle in period of adoption | $ 1,100,000 | ||||||
Subsequent Event | Scenario, Forecast | Accounting Standards Update 2016-02 | Minimum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Operating lease, right-of-use asset | $ 8,000,000 | ||||||
Operating lease, liability | 8,000,000 | ||||||
Subsequent Event | Scenario, Forecast | Accounting Standards Update 2016-02 | Maximum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Operating lease, right-of-use asset | 10,000,000 | ||||||
Operating lease, liability | $ 10,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes Due To Recently Adopted Guidance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Financial Position [Abstract] | ||||||||||||
Prepaid Expense and Other Assets, Current | $ 5,153 | $ 5,153 | ||||||||||
Other assets | $ 2,538 | 891 | $ 2,538 | 891 | ||||||||
Assets | 505,015 | 344,454 | 505,015 | 344,454 | ||||||||
Current pharma contract liability | 927 | 1,406 | 927 | 1,406 | ||||||||
Long-term pharma contract liability | 1,652 | 283 | 1,652 | 283 | ||||||||
Deferred income tax liability, net | 22,457 | 6,688 | 22,457 | 6,688 | ||||||||
Stockholders' Equity Attributable to Parent | 320,443 | 171,962 | 320,443 | 171,962 | $ 162,316 | $ 208,522 | ||||||
Liabilities and Equity | 505,015 | 344,454 | 505,015 | 344,454 | ||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | 76,475 | $ 69,097 | $ 67,746 | $ 63,423 | 61,422 | $ 59,137 | $ 62,264 | $ 57,428 | 276,741 | 240,251 | 231,808 | |
Gross Profit | 37,111 | 32,321 | 30,530 | 27,303 | 26,762 | 24,895 | 27,352 | 22,948 | 127,265 | 101,956 | 98,104 | |
Total operating expenses | 117,225 | 99,054 | 95,949 | |||||||||
Income from Operations | 10,040 | 2,902 | 2,155 | |||||||||
Interest expense | 5,540 | 9,998 | ||||||||||
Other expense (income) | (14) | 12 | 0 | |||||||||
Income tax (benefit) expense | 1,184 | (2,254) | (1,701) | |||||||||
NET INCOME (LOSS) | $ 353 | $ 2,023 | $ (380) | $ 644 | 4,549 | $ (4,264) | $ 483 | $ (1,165) | 2,640 | (396) | (6,142) | |
Scenario, Previously Reported | ||||||||||||
Statement of Financial Position [Abstract] | ||||||||||||
Prepaid Expense and Other Assets, Current | 4,241 | 4,241 | ||||||||||
Other assets | 689 | 689 | ||||||||||
Assets | 343,340 | 343,340 | ||||||||||
Current pharma contract liability | 0 | 0 | ||||||||||
Long-term pharma contract liability | 0 | 0 | ||||||||||
Deferred income tax liability, net | 6,307 | 6,307 | ||||||||||
Stockholders' Equity Attributable to Parent | 172,918 | 172,918 | ||||||||||
Liabilities and Equity | 343,340 | 343,340 | ||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | 258,611 | 244,083 | ||||||||||
Gross Profit | 120,316 | 110,379 | ||||||||||
Total operating expenses | 117,992 | 107,805 | ||||||||||
Income from Operations | 2,324 | 2,574 | ||||||||||
Interest expense | 5,540 | 9,998 | ||||||||||
Other expense (income) | 265 | 0 | ||||||||||
Income tax (benefit) expense | (2,635) | (1,701) | ||||||||||
NET INCOME (LOSS) | (846) | (5,723) | ||||||||||
Accounting Standards Update 2014-09 | Restatement Adjustment | ||||||||||||
Statement of Financial Position [Abstract] | ||||||||||||
Prepaid Expense and Other Assets, Current | 912 | 912 | ||||||||||
Other assets | 202 | 202 | ||||||||||
Assets | 1,114 | 1,114 | ||||||||||
Current pharma contract liability | 1,406 | 1,406 | ||||||||||
Long-term pharma contract liability | 283 | 283 | ||||||||||
Deferred income tax liability, net | 381 | 381 | ||||||||||
Stockholders' Equity Attributable to Parent | (956) | (956) | ||||||||||
Liabilities and Equity | $ 1,114 | 1,114 | ||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | (18,360) | (12,275) | ||||||||||
Gross Profit | (18,360) | (12,275) | ||||||||||
Total operating expenses | (18,938) | (11,856) | ||||||||||
Income from Operations | 578 | (419) | ||||||||||
Interest expense | 0 | 0 | ||||||||||
Other expense (income) | (253) | 0 | ||||||||||
Income tax (benefit) expense | 381 | 0 | ||||||||||
NET INCOME (LOSS) | 450 | (419) | ||||||||||
Clinical Services | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | 241,873 | 213,097 | 210,159 | |||||||||
Clinical Services | Scenario, Previously Reported | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | 231,748 | 222,015 | ||||||||||
Clinical Services | Accounting Standards Update 2014-09 | Restatement Adjustment | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | (18,651) | (11,856) | ||||||||||
Pharma Services | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | $ 34,868 | 27,154 | 21,649 | |||||||||
Pharma Services | Scenario, Previously Reported | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | 26,863 | 22,068 | ||||||||||
Pharma Services | Accounting Standards Update 2014-09 | Restatement Adjustment | ||||||||||||
Income Statement [Abstract] | ||||||||||||
Total Revenue | $ 291 | $ (419) |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Contract with Customer, Asset, Net [Abstract] | ||
Current pharma contract asset | $ 86 | $ 541 |
Long-term pharma contract asset | 268 | 31 |
Total pharma contract asset | 354 | 572 |
Capitalized Contract Cost [Abstract] | ||
Current pharma capitalized commissions | 271 | 371 |
Long-term pharma capitalized commissions | 650 | 171 |
Total pharma capitalized commissions | 921 | 542 |
Contract with Customer, Liability [Abstract] | ||
Current pharma contract liability | 927 | 1,406 |
Long-term pharma contract liability | 1,652 | 283 |
Total pharma contract liability | $ 2,579 | $ 1,689 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Increase in pharma contract liabilities | $ 900 | |
Increase in pharma contract liabilities (as a percent) | 53.00% | |
Capitalized contract costs | $ 921 | $ 542 |
Pharma contract liability, revenue recognized | 1,600 | |
Amortization of contract commissions | 1,000 | |
Sales Commissions | ||
Disaggregation of Revenue [Line Items] | ||
Capitalized contract costs | $ 400 | |
Capitalized contract costs (as a percent) | 70.00% |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 65 |
Expected timing of satisfaction, period | 12 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | $ 76,475 | $ 69,097 | $ 67,746 | $ 63,423 | $ 61,422 | $ 59,137 | $ 62,264 | $ 57,428 | $ 276,741 | $ 240,251 | $ 231,808 |
Clinical Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | 241,873 | 213,097 | 210,159 | ||||||||
Pharma Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | 34,868 | 27,154 | 21,649 | ||||||||
Client direct billing | Clinical Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | 164,888 | 147,726 | 126,288 | ||||||||
Commercial Insurance | Clinical Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | 40,360 | 35,473 | 52,801 | ||||||||
Medicare and Medicaid | Clinical Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | 35,566 | 29,493 | 30,517 | ||||||||
Self-Pay | Clinical Services | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total Revenue | $ 1,059 | $ 405 | $ 553 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 111,015 | $ 77,034 |
Less: accumulated depreciation and amortization | (50,127) | (40,530) |
Property and equipment, net | 60,888 | 36,504 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 43,164 | 33,711 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 10 years | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 7,400 | 0 |
Estimated Useful Lives in Years | 40 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 22,207 | 14,517 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 20 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 5,675 | 4,486 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 10 years | |
Computer hardware and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 12,137 | 10,038 |
Computer hardware and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 3 years | |
Computer hardware and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 10 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 14,341 | 10,331 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 2 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 3,170 | 0 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 2,921 | $ 3,951 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense on Property and Equipment,Including Leased Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 15,804 | $ 15,596 | $ 15,937 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 15,804 | $ 15,596 | $ 15,937 |
Cost of Sales | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 8,200 | 9,300 | 11,800 |
General and Administrative Expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 7,600 | $ 6,200 | $ 4,200 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment under Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $ 22,218 | $ 18,033 |
Less: accumulated depreciation and amortization | (10,669) | (7,560) |
Property and equipment under capital leases, net | 11,549 | 10,473 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | 8,430 | 10,619 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | 1,799 | 1,012 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | 3,953 | 4,310 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | 484 | 607 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $ 7,552 | $ 1,485 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 10, 2018 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Amortization of intangible assets | $ 5,928 | $ 6,995 | $ 7,272 | ||
Genoptix | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | $ 127,000 | ||||
Payment for working capital adjustment | $ 2,000 | ||||
Common stock issued (in shares) | 1,000,000 | ||||
Identifiable intangible assets | $ 71,792 | ||||
Amortization of intangible assets | 300 | ||||
Acquired recievable | 16,700 | ||||
Fair value adjustment | 1,400 | ||||
Acquisition related costs | $ 2,300 | ||||
Genoptix | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 56,600 | ||||
Intangible assets, useful life | 15 years | ||||
Genoptix | Trade Names | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 700 | ||||
Intangible assets, useful life | 2 years | ||||
Genoptix | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock issued (in shares) | 1,000,000 | ||||
Trademarks | Genoptix | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 14,600 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition Date Fair Value of Common Stock Transferred (Detail) - Genoptix $ / shares in Units, $ in Thousands | Dec. 10, 2018USD ($)$ / sharesshares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock issued (in shares) | shares | 1,000,000 |
Stock price per share on closing date | $ / shares | $ 13.94 |
Value of common stock issued as consideration | $ 13,940 |
Issue discount due to lack of marketability | (697) |
Fair value of common stock at December 10, 2018 | $ 13,243 |
Common Stock | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock issued (in shares) | shares | 1,000,000 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Amounts for the Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 197,892 | $ 147,019 | $ 147,019 | |
Genoptix | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | $ 22,172 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 21,029 | |||
Identifiable intangible assets | 71,792 | |||
Goodwill | $ 50,900 | 50,873 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 170 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 166,036 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (10,769) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | (15,265) | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 140,002 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ (14,700) |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Amounts for the Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical ) (Detail) $ in Thousands | Dec. 30, 2015USD ($) |
Clarient Inc | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,381 |
Acquisitions - Schedule of Reve
Acquisitions - Schedule of Revenue and Earnings of Clarient (Detail) - Genoptix $ in Thousands | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 4,629 |
Business Combination Pro Forma Information Gross Margin Of Acquiree Since Acquisition Date Actual | 2,600 |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (334) |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro forma Information (Detail) - Genoptix - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 367,988 | $ 356,711 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 1,401 | $ (42,930) |
Business Acquisitions Pro Forma Earnings Loss Per Share | $ 0.02 | $ (0.53) |
Business Acquisition Pro Forma Weighted Average Number Of Shares Outstanding Basic | 85,618 | 80,426 |
Business Acquisitions Pro Forma Weighted Average Number Of Diluted Shares Outstanding | 91,568 | 80,426 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 1 Months Ended | |||||
Aug. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 197,892,000 | $ 147,019,000 | $ 147,019,000 | |||
Genoptix | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 50,900,000 | $ 50,873,000 | ||||
Intangible assets acquired | 71,800,000 | |||||
Clarient | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 84,000,000 | |||||
Restricted Stock | Ascend Genomics | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued for purchase of assets | 450,000 | |||||
Customer Relationships | Genoptix | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 56,600,000 | |||||
Intangible assets, useful life | 15 years | |||||
Customer Relationships | Ascend Genomics | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 4,100,000 | |||||
Customer Relationships | Clarient | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 81,000,000 | |||||
Trade Names | Genoptix | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 700,000 | |||||
Intangible assets, useful life | 2 years | |||||
Trade Names | Clarient | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 3,000,000 | |||||
Noncompete Agreements | Ascend Genomics | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, useful life | 2 years | |||||
Trademarks | Genoptix | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Assets acquired | 14,600,000 | |||||
Clinical Services | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 178,825,000 | 127,952,000 | ||||
Pharma Services | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 19,067,000 | $ 19,067,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 147,019 | $ 147,019 |
Goodwill acquired during the year | 50,873 | 0 |
Balance, December 31, 2018 | $ 197,892 | $ 147,019 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 88,094 | |
Indefinite-lived intangible assets, cost | $ 14,559 | |
Accumulated Amortization | 19,858 | 13,929 |
Net | 125,470 | 74,165 |
Total intangible assets, gross (excluding goodwill) | 159,887 | |
Intangible assets, net | 140,029 | $ 74,165 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 24 months | |
Cost | 3,675 | $ 3,000 |
Accumulated Amortization | 3,042 | 3,000 |
Net | $ 633 | $ 0 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 24 months | 36 months |
Cost | $ 27 | $ 26 |
Accumulated Amortization | 18 | 4 |
Net | 9 | 22 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 141,626 | 85,068 |
Accumulated Amortization | 16,798 | 10,925 |
Net | $ 124,828 | $ 74,143 |
Minimum | Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 12 months | |
Minimum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 156 months | 156 months |
Maximum | Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 24 months | |
Maximum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 180 months | 180 months |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense of Intangibles Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 5,928 | $ 6,995 | $ 7,272 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 10,110 | |
2,020 | 9,442 | |
2,021 | 9,442 | |
2,022 | 9,442 | |
2,023 | 9,442 | |
Thereafter | 77,592 | |
Net | $ 125,470 | $ 74,165 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 101,750 | |
Capital leases/loans | 11,548 | $ 10,542 |
Total Debt | 113,298 | 107,192 |
Less:Â Â Debt issuance costs | (997) | (1,768) |
Less: Current portion of long-term debt | (14,171) | (8,989) |
Total Long-Term Debt, net | 98,130 | 96,435 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 96,750 | 71,250 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 5,000 | $ 25,400 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 22, 2016 | Dec. 31, 2018 | Jun. 21, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||
Noncurrent line of credit | $ 5,000,000 | $ 24,516,000 | ||
Weighted average interest rate of debt | 4.56% | |||
Capital Lease Obligations | ||||
Line of Credit Facility [Line Items] | ||||
Weighted average interest rate of debt | 4.56% | |||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 75,000,000 | $ 30,000,000 | ||
Current line of credit | $ 7,900,000 | |||
Noncurrent line of credit | 88,900,000 | |||
Unamortized debt issuance expense | $ 1,000,000 | |||
Debt instrument, percentage of net cash proceeds from sales and dispositions subject to certain reinvestment rights | 100.00% | |||
Debt instrument percentage of net cash proceeds from issuances or incurrence of additional debt to be used for mandatory prepayment | 100.00% | |||
Debt instrument percentage of excess cash flow to be used for mandatory prepayment starting next fiscal year | 75.00% | |||
Debt instrument covenant leverage ratio | 325.00% | |||
Debt instrument percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment | 100.00% | |||
Term Loan | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument covenant leverage ratio | 275.00% | |||
Term Loan | Federal Funds Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin rate | 2.25% | |||
Term Loan | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin rate | 4.00% | |||
Term Loan | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin rate | 1.25% | |||
Term Loan | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin rate | 3.00% | |||
Revolving Facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, percentage of net cash proceeds from sales and dispositions subject to certain reinvestment rights | 100.00% | |||
Debt instrument percentage of net cash proceeds from issuances or incurrence of additional debt to be used for mandatory prepayment | 100.00% | |||
Debt instrument percentage of excess cash flow to be used for mandatory prepayment starting next fiscal year | 75.00% | |||
Debt instrument covenant leverage ratio | 275.00% | 325.00% | ||
Debt instrument percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment | 100.00% | |||
Maximum borrowing capacity | $ 75,000,000 | |||
Total outstanding borrowings | $ 5,000,000 | |||
Debt instrument, percentage of excess cash flow to be used for mandatory prepayment, step-down percentage | 50.00% | |||
Unamortized discount (premium) and debt issuance costs | $ 800,000 | |||
Swingline sublimit | $ 10,000,000 | |||
Debt instrument excess cash flow payable | $ 0 | |||
Revolving Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, covenant, leverage ratio required for step-down percentage | 3.25 | |||
Revolving Facility | Federal Funds Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Revolving Facility | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Revolving Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.25% | |||
Revolving Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 4.00% | |||
Revolving Facility | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
Revolving Facility | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Long-term Debt, Maturities, Repayments of Principal in 2019 | $ 7,873 | |
Long-term Debt, Maturities, Repayments of Principal in 2020 | 7,873 | |
Long-term Debt, Maturities, Repayments of Principal in 2021 | 86,004 | |
Long-term Debt, Total | 101,750 | |
Less: Current portion of long-term debt | (7,873) | |
Less:Â Â Debt issuance costs | (997) | $ (1,768) |
Long-term debt, net | 92,880 | |
Capital Leases, Future Minimum Payments Due, 2019 | 6,706 | |
Capital Leases, Future Minimum Payments Due in 2020 | 4,241 | |
Capital Leases, Future Minimum Payments Due in 2021 | 1,202 | |
Capital Leases, Future Minimum Payments Due, Total | 12,149 | |
Capital Leases, Future Minimum Payments, Interest Included in Payments | (601) | |
Capital Lease Obligations, Total | 11,548 | 10,542 |
Capital Lease Obligations And Car Loans Current | (6,298) | |
Capital Lease Obligations And Car Loans Noncurrent | 5,250 | |
Long-term Debt and Capital Lease Obligations, Repayments of Principal in 2019 | 14,579 | |
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in 2020 | 12,114 | |
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in 2021 | 87,206 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities, Total | 113,899 | |
Debt and Capital Lease Obligations | 113,298 | 107,192 |
Less: Current portion of long-term debt | (14,171) | (8,989) |
Total Long-Term Debt, net | $ 98,130 | $ 96,435 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, Fair Value, Net | $ 400,000 | |
Rate | Designated as Hedging Instrument | Interest Rate Swap December 2016 | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 50,000,000,000,000 | $ 50,000,000,000,000 |
Rate | 1.59% | 1.59% |
Rate | Designated as Hedging Instrument | Interest Rate Swap June 2018 | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 20,000,000,000,000 | $ 20,000,000,000,000 |
Rate | 2.98% | 2.98% |
Rate | Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, Notional Amount, Increase At Maturity | $ 70,000,000 | |
Other Noncurrent Assets | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, Fair Value, Net | 500,000 | |
Other Noncurrent Liabilities | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, Fair Value, Net | $ 900,000 |
Class A Redeemable Convertibl_2
Class A Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | Jun. 25, 2018 | Jun. 24, 2018 | Dec. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 |
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares issued | 0 | 6,864,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares outstanding | 0 | 6,864,000 | ||||||
Series A Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares issued | 14,666,667 | |||||||
Preferred stock, par value | $ 7,500,000 | $ 7.50 | ||||||
Preferred stock, liquidation preference | $ 49,500,000 | $ 110,000,000 | ||||||
Preferred stock, liquidation amount at redemption | $ 100,000,000 | |||||||
Preferred stock, shares redeemed | 8,066,667 | |||||||
Preferred stock, redemption amount | $ 55,000,000 | |||||||
Preferred stock redemption price per share (in dollars per share) | $ 7.30 | $ 6,820,000 | ||||||
Preferred stock, redemption discount | 4.55% | 9.09% | ||||||
Preferred stock, redemption price, accrued and unpaid dividends, addition price per share | $ 0.14 | |||||||
Preferred stock, shares outstanding | 0 | 6,864,000 | 6,600,000 | 14,666,667 | ||||
Preferred stock, carrying amount attributable to parent | $ 37,800,000 | |||||||
Preferred stock, recognized amount of beneficial conversion feature | $ 21,300,000 | |||||||
Payments for repurchase of preferred stock | $ 50,100,000 | |||||||
Temporary equity, par value (in dollars per share) | $ 32,900,000 | $ 73,200,000 | ||||||
Shares issued (in dollars per share) | $ 4.99 | |||||||
Preferred stock, issue discount | 16,600,000 | $ 36,800,000 | ||||||
Preferred stock, beneficial conversion feature | $ 20,100,000 | $ 44,700,000 | ||||||
Series A Redeemable Convertible Preferred Stock | Payment In Kind | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares issued | 264,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | Jan. 01, 2017 | |
Income Taxes [Line Items] | |||||
Federal statutory rate (as a percent) | 21.00% | 34.00% | 34.00% | ||
Cumulative effect of new accounting principle in period of adoption | $ 35,000 | $ 6,388,000 | |||
Deferred tax assets, valuation allowance | $ 323,000 | $ 0 | |||
Interest and penalties | 100,000 | ||||
Accounting Standards Update 2016-09 | |||||
Income Taxes [Line Items] | |||||
Cumulative effect of new accounting principle in period of adoption | $ 6.4 | ||||
Federal And State Tax | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | 71,300,000 | ||||
State and Local Jurisdiction | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | $ 33,000,000 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (448) | $ (91) | $ (8) |
State | 126 | 14 | 39 |
Total Current Provision (Benefit) | (322) | (77) | 31 |
Deferred: | |||
Federal | 1,070 | (2,359) | (1,451) |
Deferred State and Local Income Tax Expense (Benefit) | 321 | 297 | (281) |
Deferred Foreign Income Tax Expense (Benefit) | 115 | (115) | 0 |
Deferred Income Tax Expense (Benefit), Total | 1,506 | (2,177) | (1,732) |
Income Tax Expense (Benefit), Total | $ 1,184 | $ (2,254) | $ (1,701) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate and the Federal Statutory Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate (as a percent) | 21.00% | 34.00% | 34.00% |
State income taxes, net of federal income tax benefit (as a percent) | 11.01% | (4.96%) | 3.43% |
Non-deductible expenses (as a percent) | 3.80% | (17.57%) | (1.88%) |
Compensation expense (as a percent) | (12.52%) | (25.95%) | (13.37%) |
Transaction expenses (as a percent) | 7.09% | 0.00% | 0.00% |
Deferred revaluation for Tax Cuts and Jobs Act (as a percent) | 0.00% | 116.24% | 0.00% |
Adjustments due to adoption of accounting standards (as a percent) | (13.84%) | 0.00% | 0.00% |
Foreign tax rate differential (as a percent) | 7.20% | (12.99%) | 0.00% |
Other, net (as a percent) | (1.21%) | (3.72%) | 0.73% |
Valuation allowance (as a percent) | 8.44% | 0.00% | 0.00% |
Effective tax rate (as a percent) | 30.97% | 85.05% | 22.91% |
Income Taxes - Current and Non-
Income Taxes - Current and Non-current Deferred Income Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Allowance for doubtful accounts | $ 634 | $ 170 |
Accrued compensation | 1,935 | 943 |
Other accruals | 156 | 84 |
Other | 502 | (274) |
Net operating loss carry-forwards | 17,825 | 12,282 |
Nonqualified stock options and warrants | 1,613 | 1,342 |
Accumulated depreciation and amortization | (44,799) | (21,235) |
Net deferred income tax liabilities | (22,134) | (6,688) |
Less: Valuation allowance | (323) | 0 |
Total Non-Current Deferred Income Tax Liability | $ 22,457 | $ 6,688 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits - December 31, 2017 | $ 0 |
Increases from acquisitions | 632 |
Settled positions | 0 |
Statute expirations | 0 |
Unrecognized tax benefits - December 31, 2018 | $ 632 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Net (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ 353 | $ 2,023 | $ (380) | $ 644 | $ 4,549 | $ (4,264) | $ 483 | $ (1,165) | $ 2,640 | $ (396) | $ (6,142) |
Deemed dividends on preferred stock | 10,198 | 3,645 | 18,011 | ||||||||
Gain on redemption of preferred stock | (9,075) | 0 | 0 | ||||||||
Amortization Of Preferred Stock Beneficial Conversion Feature | (4,571) | 6,902 | 6,663 | ||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 353 | $ 2,023 | $ 5,924 | $ (2,212) | $ 1,858 | $ (6,915) | $ (2,156) | $ (3,731) | $ 6,088 | $ (10,943) | $ (30,816) |
Basic weighted average common shares outstanding | 93,270 | 87,253 | 81,017 | 80,507 | 86,676 | 79,617 | 79,413 | 78,650 | 85,618 | 79,426 | 77,542 |
Effect of potentially dilutive securities | 5,950 | 0 | 0 | ||||||||
Diluted (in dollars per share) | 96,874 | 90,899 | 90,168 | 80,507 | 88,611 | 79,617 | 79,413 | 78,650 | 91,568 | 79,426 | 77,542 |
Basic net income (loss) per share attributable to common stockholders | $ 0 | $ 0.02 | $ 0.07 | $ (0.03) | $ 0.02 | $ (0.09) | $ (0.03) | $ (0.05) | $ 0.07 | $ (0.14) | $ (0.40) |
Diluted net income (loss) per share attributable to common stockholders | $ 0 | $ 0.02 | $ 0.07 | $ (0.03) | $ 0.02 | $ (0.09) | $ (0.03) | $ (0.05) | $ 0.07 | $ (0.14) | $ (0.40) |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from EPS calculation | 0.3 | 1.6 | 1.7 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) | Dec. 29, 2017 | May 25, 2017 | Jan. 01, 2007 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | 18,650,000 | ||||||
Number of shares, outstanding | 6,839,417 | 6,342,526 | 5,136,110 | 5,326,505 | |||
Granted | 2,457,102 | 2,119,498 | 2,617,526 | ||||
Number of shares available for grant | 3,300,000 | 5,400,000 | |||||
Options, aggregate intrinsic value | $ 34,400,000 | ||||||
Options, exercisable, intrinsic value | $ 15,500,000 | ||||||
Common stock closing price (in dollars per share) | $ 12.61 | ||||||
Options outstanding and exercisable | 2,500,000 | ||||||
Options exercised during period, intrinsic value | $ 29,300,000 | $ 2,800,000 | $ 15,000,000 | ||||
Proceeds from Stock Options Exercised | 8,600,000 | 2,200,000 | 4,200,000 | ||||
Fair value of options granted | 6,900,000 | 4,800,000 | 6,500,000 | ||||
Fair value of options vested | 5,500,000 | $ 3,600,000 | $ 2,200,000 | ||||
Unrecognized stock based compensation | $ 5,100,000 | ||||||
Common stock issuance ESPP plan (in shares) | 113,503 | 108,599 | 98,672 | ||||
Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 0 | $ 0 | |||||
Number of shares, outstanding | 0 | 450,000 | 650,000 | ||||
Number of shares, granted | 0 | 0 | |||||
Weighted average exercise price, granted (in dollars per share) | $ 0 | $ 0 | |||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 5 years | ||||||
Stock compensation expense | $ 5,400,000 | $ 5,000,000 | $ 5,000,000 | ||||
Unrecognized stock based compensation, weighted average period | 2 years 1 month 6 days | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 200,000 | $ 100,000 | |||||
Discount from market price (as a percent) | 15.00% | 5.00% | |||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 200,000 |
Stock Compensation - Weighted A
Stock Compensation - Weighted Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (as a percent) | 2.50% | 1.50% | 1.10% |
Expected volatility (as a percent) | 43.00% | 49.00% | 54.00% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted average fair value per share at grant date (in dollars per share) | $ 2.80 | $ 2.26 | $ 2.23 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 7 months 6 days | 3 years | 1 year |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years | 4 years 6 months | 4 years 6 months |
Stock Compensation - Status of
Stock Compensation - Status of Our Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of shares, outstanding | 6,342,526 | 5,136,110 | 5,326,505 |
Granted | 2,457,102 | 2,119,498 | 2,617,526 |
Number of shares, exercised | (1,570,211) | (565,569) | (2,483,519) |
Number of shares, forfeited | (390,000) | (347,513) | (324,402) |
Number of shares, outstanding | 6,839,417 | 6,342,526 | 5,136,110 |
Number of shares, exercisable | 2,508,890 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 6.51 | $ 5.76 | $ 3.07 |
Weighted average exercise price, granted (in dollars per share) | 9.03 | 7.60 | 7.14 |
Weighted average exercise price, exercised (in dollars per share) | 5.48 | 3.84 | 1.69 |
Weighted average exercise price, forfeited (in dollars per share) | 7.15 | 6.12 | 3.99 |
Weighted average exercise price, outstanding (in dollars per share) | 7.63 | $ 6.51 | $ 5.76 |
Weighted average exercise price, exercisable (in dollars per share) | $ 6.42 |
Stock Compensation - Roll Forwa
Stock Compensation - Roll Forward of Non-Vested Stock Options Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of options, outstanding | 4,239,185 | ||
Granted | 2,457,102 | 2,119,498 | 2,617,526 |
Number of options, vested | (2,039,176) | ||
Number of options, forfeited | (326,585) | ||
Number of options, outstanding | 4,330,526 | 4,239,185 | |
Weighted average granted date fair value, outstanding (in dollars per share) | $ 2.29 | ||
Weighted average granted date fair value, granted (in dollars per share) | 2.80 | ||
Weighted average granted date fair value, vested (in dollars per share) | 2.69 | ||
Weighted average granted date fair value, forfeited (in dollars per share) | 2.97 | ||
Weighted average granted date fair value, outstanding (in dollars per share) | $ 2.67 | $ 2.29 |
Stock Compensation - Summary of
Stock Compensation - Summary of Information about our Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 6,839,417 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 1 month 13 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 7.63 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 2,508,890 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 2 years 5 months 4 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 6.42 |
Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 3.31 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 6 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 869,667 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 1 year 2 months 12 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 4.68 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 858,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 1 year 2 months 8 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 4.66 |
Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 6.01 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 7 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 289,166 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 years 25 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 6.76 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 151,671 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 2 years 18 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 6.75 |
Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 7.01 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 8 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 2,924,201 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 years 10 months 6 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 7.35 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 1,348,004 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 2 years 8 months 1 day |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 7.30 |
Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 8.01 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 9 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 1,949,670 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 3 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 8.04 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 114,996 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 2 years 9 months 29 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 7.93 |
Range Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 9.01 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 14.40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 806,713 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 5 months 12 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 11.10 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 36,219 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 3 years 3 months 21 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 9.12 |
Stock Compensation - Summary _2
Stock Compensation - Summary of Warrant Activity (Detail) - Warrant - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, outstanding | 450,000 | 650,000 |
Number of shares, granted | 0 | 0 |
Number of shares, exercised | (450,000) | (200,000) |
Number of shares, expired/cancelled | 0 | 0 |
Number of shares, outstanding | 0 | 450,000 |
Weighted average exercise price, outstanding (in dollars per share) | $ 1.50 | $ 1.48 |
Weighted average exercise price, granted (in dollars per share) | 0 | 0 |
Weighted average exercise price, exercised (in dollars per share) | 1.50 | 0 |
Weighted average exercise price, exercised/cancelled (in dollars per share) | 0 | 0 |
Weighted average exercise price, outstanding (in dollars per share) | $ 0 | $ 1.50 |
Stock Compensation - Summary _3
Stock Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, outstanding (in shares) | 327,211 | 137,244 | 126,995 |
Number of shares, granted | 87,811 | 372,711 | 43,332 |
Number of shares, vested (in shares) | (119,180) | (182,744) | (33,083) |
Number of shares, forfeited (in shares) | (13,334) | 0 | 0 |
Number of shares, outstanding (in shares) | 282,508 | 327,211 | 137,244 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, nonvested (in dollars per share) | $ 7.27 | $ 3.59 | $ 3.10 |
Weighted average grant date fair value, granted (in dollars per share) | 12.87 | 7.27 | 8.49 |
Weighted average grant date fair value, vested (in dollars per share) | 7.27 | 4.50 | 8.13 |
Weighted average grant date fair value, forfeited (in dollars per share) | 7.27 | 0 | 0 |
Weighted average grant date fair value, nonvested (in dollars per share) | $ 9.01 | $ 7.27 | $ 3.59 |
Stock compensation expense | $ 1.3 | $ 1.3 | $ 0.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Area Of Office Space | ft² | 250,000 | ||
Operating Leases, Rent Expense, Net | $ 4.1 | $ 4.7 | $ 4.2 |
Weighted average interest rate of debt | 4.56% | ||
Salaries, Wages and Officers' Compensation | $ 2.1 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Obligations Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 5,247 |
2,020 | 2,798 |
2,021 | 1,082 |
2,022 | 453 |
2,023 | 92 |
Thereafter | 0 |
Total minimum lease payments | $ 9,672 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Purchase Commitments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 220 |
2,020 | 220 |
2,021 | 110 |
Total purchase commitments | $ 550 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 01, 2018 | May 25, 2017 | Nov. 04, 2016 | Apr. 20, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 03, 2010 |
Related Party Transaction [Line Items] | |||||||||
Fair value of options | $ 5,500,000 | $ 3,600,000 | $ 2,200,000 | ||||||
Common stock, fair value (in dollars per share) | $ 2.67 | $ 2.29 | |||||||
Options, grants in period, grant price (in dollars per share) | $ 2.80 | ||||||||
Executive Vice President | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of securities called by warrants or rights (in shares) | 450,000 | ||||||||
Related party transaction, expenses from transactions with related party | $ 163,000 | $ 242,000 | 263,000 | ||||||
Payment of annual bonus compensation | 58,013 | 31,912 | 85,000 | ||||||
Related party transaction, compensation for services on board | $ 50,000 | $ 50,000 | $ 0 | ||||||
Common stock shares granted (in shares) | 3,017 | 10,000 | 100,000 | ||||||
Fair value of options | $ 11,284 | $ 24,700 | $ 250,000 | ||||||
Common stock, fair value (in dollars per share) | $ 3.74 | $ 2.47 | $ 2.50 | ||||||
Options, grants in period, grant price (in dollars per share) | $ 11.60 | $ 7.27 | $ 7.15 | ||||||
Executive Vice President | November Four Two Thousand Sixteen Through April Thirty Two Thousand Twenty | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual cash bonus percentage | 35.00% | ||||||||
Compensation bonus target percentage | 150.00% | ||||||||
Executive Vice President | November Four Two Thousand Sixteen Through April Thirty Two Thousand Twenty | Until April 2017 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Retainer compensation | $ 21,666 | ||||||||
Executive Vice President | November Four Two Thousand Sixteen Through April Thirty Two Thousand Twenty | May 2017 Until April 2018 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Retainer compensation | 15,000 | ||||||||
Executive Vice President | November Four Two Thousand Sixteen Through April Thirty Two Thousand Twenty | May 2018 Until April 2019 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Retainer compensation | 12,500 | ||||||||
Executive Vice President | November Four Two Thousand Sixteen Through April Thirty Two Thousand Twenty | Thereafter | |||||||||
Related Party Transaction [Line Items] | |||||||||
Retainer compensation | $ 10,000 | ||||||||
Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted common stock shares granted (in shares) | 87,811 | 372,711 | 43,332 | ||||||
Restricted stock, fair value per share (in dollars per share) | $ 9.01 | $ 7.27 | $ 3.59 | $ 3.10 | |||||
Restricted Stock | Executive Vice President | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted common stock shares granted (in shares) | 6,897 | 8,667 | |||||||
Fair value of restricted stock | $ 80,005 | $ 63,009 | |||||||
Restricted stock, fair value per share (in dollars per share) | $ 11.60 | $ 7.27 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | 75.00% | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3.00% | 4.00% | ||
Defined Contribution Plan Employer Matching Additional Contribution Upon Employee Percent | 50.00% | |||
Defined Contribution Plan Additional Maximum Annual Contributions Per Employee Percent | 2.00% | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 2.7 | $ 2.5 | $ 1.7 | |
Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 3.00% | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 4.00% |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 10, 2018 | Dec. 30, 2015 | Aug. 31, 2018 | Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued in transaction | 11,300,000 | |||||
Sale of stock, price per share (in dollars per share) | $ 12.75 | |||||
Proceeds from issuance of common stock | $ 143.7 | |||||
Sale of stock, consideration received | 135.1 | |||||
Payments of stock issuance costs | $ 8.6 | |||||
Preferred stock, shares outstanding | 0 | 6,864,000 | ||||
Genoptix | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock issued (in shares) | 1,000,000 | |||||
Genoptix | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock issued (in shares) | 1,000,000 | |||||
Clarient Inc | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock issued (in shares) | 15,000,000 | |||||
Clarient Inc | Payment In Kind | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock dividends issued (in shares) | 300,000 | |||||
Clarient Inc | Series A Redeemable Convertible Preferred Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock issued (in shares) | 14,700,000 | |||||
Shares redeemed during period | 8,100,000 | |||||
Preferred stock, shares outstanding | 6,900,000 | 6,600,000 | ||||
Ascend Genomics | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of restricted stock (in shares) | 500,000 |
Impairment - Schedule of Reconc
Impairment - Schedule of Reconciliation of Impairment Charges Recognized in Operating Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Impairment Charges [Line Items] | |||
Impairment charges | $ 0 | $ 0 | $ 3,464 |
Path Logic | Customer Relationships | |||
Asset Impairment Charges [Line Items] | |||
Impairment charges | 0 | 0 | 1,562 |
Health Discovery Corporation Assets | |||
Asset Impairment Charges [Line Items] | |||
Impairment charges | $ 0 | $ 0 | $ 1,902 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues [Abstract] | |||||||||||
Total Revenue | $ 76,475 | $ 69,097 | $ 67,746 | $ 63,423 | $ 61,422 | $ 59,137 | $ 62,264 | $ 57,428 | $ 276,741 | $ 240,251 | $ 231,808 |
Cost of Goods and Services Sold [Abstract] | |||||||||||
Cost of revenue | 149,476 | 138,295 | 133,704 | ||||||||
Gross Profit [Abstract] | |||||||||||
Gross Profit | $ 37,111 | $ 32,321 | $ 30,530 | $ 27,303 | $ 26,762 | $ 24,895 | $ 27,352 | $ 22,948 | 127,265 | 101,956 | 98,104 |
Clinical Services Segment [Member] | |||||||||||
Revenues [Abstract] | |||||||||||
Total Revenue | 241,873 | 213,097 | 210,159 | ||||||||
Cost of Goods and Services Sold [Abstract] | |||||||||||
Cost of revenue | 128,297 | 121,785 | 120,437 | ||||||||
Gross Profit [Abstract] | |||||||||||
Gross Profit | 113,576 | 91,313 | 89,722 | ||||||||
Pharma Services Segment [Member] | |||||||||||
Revenues [Abstract] | |||||||||||
Total Revenue | 34,868 | 27,154 | 21,649 | ||||||||
Cost of Goods and Services Sold [Abstract] | |||||||||||
Cost of revenue | 21,179 | 16,510 | 13,267 | ||||||||
Gross Profit [Abstract] | |||||||||||
Gross Profit | $ 13,689 | $ 10,643 | $ 8,382 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total Revenue | $ 76,475 | $ 69,097 | $ 67,746 | $ 63,423 | $ 61,422 | $ 59,137 | $ 62,264 | $ 57,428 | $ 276,741 | $ 240,251 | $ 231,808 |
Gross Profit | 37,111 | 32,321 | 30,530 | 27,303 | 26,762 | 24,895 | 27,352 | 22,948 | 127,265 | 101,956 | 98,104 |
Net income (loss) | 353 | 2,023 | (380) | 644 | 4,549 | (4,264) | 483 | (1,165) | 2,640 | (396) | (6,142) |
Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature and gain on redemption of preferred stock | 0 | 0 | (6,304) | 2,856 | 2,691 | 2,651 | 2,639 | 2,566 | (3,448) | 10,547 | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 353 | $ 2,023 | $ 5,924 | $ (2,212) | $ 1,858 | $ (6,915) | $ (2,156) | $ (3,731) | $ 6,088 | $ (10,943) | $ (30,816) |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Basic (in dollars per share) | $ 0 | $ 0.02 | $ 0.07 | $ (0.03) | $ 0.02 | $ (0.09) | $ (0.03) | $ (0.05) | $ 0.07 | $ (0.14) | $ (0.40) |
Diluted (in dollars per share) | $ 0 | $ 0.02 | $ 0.07 | $ (0.03) | $ 0.02 | $ (0.09) | $ (0.03) | $ (0.05) | $ 0.07 | $ (0.14) | $ (0.40) |
Basic weighted average common shares outstanding | 93,270 | 87,253 | 81,017 | 80,507 | 86,676 | 79,617 | 79,413 | 78,650 | 85,618 | 79,426 | 77,542 |
Diluted (in dollars per share) | 96,874 | 90,899 | 90,168 | 80,507 | 88,611 | 79,617 | 79,413 | 78,650 | 91,568 | 79,426 | 77,542 |
Uncategorized Items - neo-20181
Label | Element | Value |
Retained Earnings [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (6,142,000) |