Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-35756 | |
Entity Registrant Name | NEOGENOMICS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 74-2897368 | |
Entity Address, Address Line One | 12701 Commonwealth Drive, | |
Entity Address, Address Line Two | Suite 9, | |
Entity Address, State or Province | FL | |
Entity Address, City or Town | Fort Myers, | |
Entity Address, Postal Zip Code | 33913 | |
City Area Code | (239) | |
Local Phone Number | 768-0600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock ($0.001 par value) | |
Trading Symbol | NEO | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 104,407,597 | |
Entity Central Index Key | 0001077183 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 178,891 | $ 9,811 |
Accounts receivable, net | 91,133 | 76,919 |
Inventories | 12,632 | 8,650 |
Prepaid assets | 8,742 | 7,727 |
Other current assets | 603 | 561 |
Total current assets | 292,001 | 103,668 |
Property and equipment (net of accumulated depreciation of $64,165 and $50,127, respectively) | 62,488 | 60,888 |
Operating lease right-of-use assets | 25,797 | |
Intangible assets, net | 129,084 | 140,029 |
Goodwill | 198,571 | 197,892 |
Other assets | 3,214 | 2,538 |
Total assets | 711,155 | 505,015 |
Current liabilities | ||
Accounts payable | 17,995 | 17,779 |
Accrued compensation | 26,298 | 19,062 |
Accrued expenses and other liabilities | 7,900 | 8,986 |
Short-term portion of financing obligations | 5,750 | |
Short-term portion of financing obligations | 6,298 | |
Short-term portion of operating leases | 3,527 | |
Short-term portion of term loan | 6,250 | 7,873 |
Pharma contract liability | 1,187 | 927 |
Total current liabilities | 68,907 | 60,925 |
Long-term liabilities | ||
Long-term portion of finance lease obligations | 3,982 | |
Long-term portion of finance lease obligations | 5,250 | |
Long-term portion of operating leases | 23,870 | |
Long-term portion of term loan, net | 93,027 | 87,880 |
Revolving credit facility | 0 | 5,000 |
Other long term liabilities | 4,674 | 3,060 |
Deferred income tax liability, net | 19,688 | 22,457 |
Total long-term liabilities | 145,241 | 123,647 |
Total liabilities | 214,148 | 184,572 |
Stockholders' equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 104,145,895 and 94,465,440 shares issued and outstanding, respectively) | 104 | 94 |
Additional paid-in capital | 516,936 | 340,291 |
Accumulated other comprehensive loss | (2,380) | (579) |
Accumulated deficit | (17,653) | (19,363) |
Total stockholders’ equity | 497,007 | 320,443 |
Total liabilities and stockholders' equity | $ 711,155 | $ 505,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 64,165 | $ 50,127 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 104,145,895 | 94,465,440 |
Common stock, shares outstanding | 104,145,895 | 94,465,440 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 104,672 | $ 69,096 | $ 301,962 | $ 200,266 |
COST OF REVENUE | 53,840 | 36,775 | 155,049 | 110,111 |
GROSS PROFIT | 50,832 | 32,321 | 146,913 | 90,155 |
Operating expenses: | ||||
General and administrative | 33,054 | 21,055 | 94,773 | 59,106 |
Research and development | 2,611 | 446 | 6,407 | 2,475 |
Sales and marketing | 11,508 | 6,900 | 35,048 | 21,355 |
Total operating expenses | 47,173 | 28,401 | 136,228 | 82,936 |
INCOME FROM OPERATIONS | 3,659 | 3,920 | 10,685 | 7,219 |
Interest expense, net | 203 | 1,873 | 3,333 | 4,766 |
Other (income) expense | (35) | (30) | 5,124 | 31 |
Loss on extinguishment of debt | 0 | 0 | 1,018 | 0 |
Income before taxes | 3,491 | 2,077 | 1,210 | 2,422 |
Income tax expense (benefit) | 1,348 | 54 | (500) | 135 |
NET INCOME | 2,143 | 2,023 | 1,710 | 2,287 |
Deemed dividends on preferred stock and amortization of beneficial conversion feature | 0 | 0 | 0 | 5,627 |
Gain on redemption of preferred stock | 0 | 0 | 0 | (9,075) |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 2,143 | $ 2,023 | $ 1,710 | $ 5,735 |
INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Basic (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.07 |
Diluted (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.06 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 103,899 | 87,253 | 99,149 | 87,381 |
Diluted (in shares) | 107,880 | 90,899 | 102,766 | 89,925 |
Clinical Services | ||||
Total revenue | $ 92,565 | $ 59,449 | $ 267,757 | $ 175,960 |
GROSS PROFIT | 45,039 | 27,940 | 131,200 | 81,374 |
Pharma Services | ||||
Total revenue | 12,107 | 9,647 | 34,205 | 24,306 |
GROSS PROFIT | $ 5,793 | $ 4,381 | $ 15,713 | $ 8,781 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 2,143 | $ 2,023 | $ 1,710 | $ 2,287 |
OTHER COMPREHENSIVE INCOME: | ||||
Foreign currency translation adjustments | 0 | (13) | 0 | (36) |
(Loss) gain on effective cash flow hedges | (217) | (1,801) | ||
(Loss) gain on effective cash flow hedges | 292 | 298 | ||
Total other comprehensive (loss) income | (217) | 279 | (1,801) | 262 |
COMPREHENSIVE INCOME (LOSS) | $ 1,926 | $ 2,302 | $ (91) | $ 2,549 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 1,710 | $ 2,287 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 15,200 | 11,477 |
Loss on disposal of assets | 451 | 278 |
Loss on extinguishment of debt | 1,018 | 0 |
Amortization of intangibles | 7,482 | 4,255 |
Amortization of debt issue costs | 323 | 392 |
Non-cash stock based compensation | 7,727 | 5,148 |
Non-cash operating lease expense | 3,224 | |
Changes in assets and liabilities, net | ||
Accounts receivable, net | (14,219) | (2,267) |
Inventories | (3,982) | 644 |
Prepaid assets | (1,013) | (559) |
Other current assets | (381) | (1,749) |
Accounts payable, accrued and other liabilities | 2,470 | 9,427 |
Net cash provided by operating activities | 20,010 | 29,333 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (13,953) | (11,091) |
Acquisition adjustment | 399 | 0 |
Net cash used in investing activities | (13,554) | (11,091) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances on revolving credit facility | 0 | 10,000 |
Repayment of revolving credit facility | (5,000) | (35,400) |
Redemption of preferred stock | 0 | (50,096) |
Repayment of equipment and other loans | (5,481) | (4,774) |
Proceeds from term loan | 100,000 | 30,000 |
Repayment of term loan | (96,750) | (3,187) |
Payments of debt issue costs | (1,051) | (576) |
Issuance of common stock, net | 10,132 | 6,535 |
Proceeds from equity offering, net | 160,774 | 134,910 |
Net cash provided by financing activities | 162,624 | 87,412 |
Effects of foreign exchange rate changes on cash and cash equivalents | 0 | (35) |
Net change in cash and cash equivalents | 169,080 | 105,619 |
Cash and cash equivalents, beginning of period | 9,811 | 12,821 |
Cash and cash equivalents, end of period | 178,891 | 118,440 |
Supplemental disclosure of cash flow information: | ||
Cash paid for operating lease liabilities | 2,878 | |
Interest paid | 4,295 | 4,722 |
Income taxes paid (refunded), net | 316 | (76) |
Supplemental disclosure of non-cash investing and financing information: | ||
Working capital adjustment related to acquisition | 1,977 | 0 |
Equipment acquired under loan obligations | 3,665 | 7,569 |
Property and equipment included in accounts payable | $ 810 | $ 571 |
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 (Loss) | Accumulated Deficit |
Redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2017 | 6,864,000 | |||||
Redeemable preferred stock, beginning balance at Dec. 31, 2017 | $ 32,615 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Redemption of Series A Preferred Stock | $ (21,300) | |||||
Redeemable preferred stock, ending balance (in shares) at Mar. 31, 2018 | 6,864,000 | |||||
Redeemable preferred stock, ending balance at Mar. 31, 2018 | $ 35,471 | $ 35,471 | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 80,462,574 | |||||
Beginning balance at Dec. 31, 2017 | 171,962 | $ 80 | 194,687 | $ 274 | $ (23,079) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 38,620 | |||||
Common stock issuance ESPP Plan | 267 | 267 | ||||
Stock issuance fees and expenses | (97) | (97) | ||||
Foreign currency translation adjustments | (45) | (45) | ||||
(Loss) gain on effective cash flow hedges | 270 | 270 | ||||
Issuance of common stock for stock options (in shares) | 67,259 | |||||
Issuance of common stock for stock options | 216 | $ 1 | 215 | |||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (2,856) | $ 2,856 | (2,856) | |||
ESPP expense | 54 | 54 | ||||
Stock based compensation expense - options and restricted stock | 1,570 | 1,570 | ||||
NET INCOME | 644 | 644 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 80,568,453 | |||||
Ending balance at Mar. 31, 2018 | 171,985 | $ 81 | 193,840 | 499 | (22,435) | |
Redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2017 | 6,864,000 | |||||
Redeemable preferred stock, beginning balance at Dec. 31, 2017 | $ 32,615 | |||||
Redeemable preferred stock, ending balance (in shares) at Sep. 30, 2018 | 0 | |||||
Redeemable preferred stock, ending balance at Sep. 30, 2018 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | 80,462,574 | |||||
Beginning balance at Dec. 31, 2017 | 171,962 | $ 80 | 194,687 | 274 | (23,079) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
(Loss) gain on effective cash flow hedges | 298 | |||||
NET INCOME | 2,287 | |||||
Gain on redemption of preferred stock | 9,075 | |||||
Ending balance (in shares) at Sep. 30, 2018 | 92,980,783 | |||||
Ending balance at Sep. 30, 2018 | 303,559 | $ 93 | 322,592 | 536 | (19,662) | |
Redeemable preferred stock, beginning balance (in shares) at Mar. 31, 2018 | 6,864,000 | |||||
Redeemable preferred stock, beginning balance at Mar. 31, 2018 | 35,471 | $ 35,471 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Redemption of Series A Preferred Stock (in shares) | (6,864,000) | |||||
Redemption of Series A Preferred Stock | (21,348) | $ (37,823) | (21,348) | |||
Redeemable preferred stock, ending balance (in shares) at Jun. 30, 2018 | 0 | |||||
Redeemable preferred stock, ending balance at Jun. 30, 2018 | $ 0 | |||||
Beginning balance (in shares) at Mar. 31, 2018 | 80,568,453 | |||||
Beginning balance at Mar. 31, 2018 | 171,985 | $ 81 | 193,840 | 499 | (22,435) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 31,686 | |||||
Common stock issuance ESPP Plan | 231 | 231 | ||||
Stock issuance fees and expenses | (46) | (46) | ||||
Foreign currency translation adjustments | 24 | 24 | ||||
(Loss) gain on effective cash flow hedges | (266) | (266) | ||||
Issuance of common stock for stock options (in shares) | 897,942 | |||||
Issuance of common stock for stock options | 4,918 | 4,918 | ||||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (2,352) | 2,352 | (2,352) | |||
ESPP expense | 56 | 56 | ||||
Stock based compensation expense - options and restricted stock | 2,277 | 2,277 | ||||
NET INCOME | (380) | (380) | ||||
Gain on redemption of preferred stock | 9,075 | $ 0 | 9,075 | |||
Ending balance (in shares) at Jun. 30, 2018 | 81,498,081 | |||||
Ending balance at Jun. 30, 2018 | 164,209 | $ 81 | 185,556 | 257 | (21,685) | |
Redeemable preferred stock, ending balance (in shares) at Sep. 30, 2018 | 0 | |||||
Redeemable preferred stock, ending balance at Sep. 30, 2018 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 16,689 | |||||
Common stock issuance ESPP Plan | 267 | 267 | ||||
Stock issuance fees and expenses | (163) | (163) | ||||
Foreign currency translation adjustments | (13) | (13) | ||||
(Loss) gain on effective cash flow hedges | 292 | 292 | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 62,182 | |||||
Issuance of restricted stock, net of forfeitures | (297) | (297) | ||||
Issuance of common stock - Public Offering (in shares) | 11,270,000 | |||||
Issuance of common stock - Public Offering | 135,071 | $ 11 | 135,060 | |||
Issuance of common stock for stock options (in shares) | 133,831 | |||||
Issuance of common stock for stock options | 979 | $ 1 | 978 | |||
ESPP expense | 56 | 56 | ||||
Stock based compensation expense - options and restricted stock | 1,135 | 1,135 | ||||
NET INCOME | 2,023 | 2,023 | ||||
Gain on redemption of preferred stock | 0 | |||||
Ending balance (in shares) at Sep. 30, 2018 | 92,980,783 | |||||
Ending balance at Sep. 30, 2018 | 303,559 | $ 93 | 322,592 | 536 | (19,662) | |
Redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 0 | |||||
Redeemable preferred stock, beginning balance at Dec. 31, 2018 | $ 0 | |||||
Redeemable preferred stock, ending balance (in shares) at Mar. 31, 2019 | 0 | |||||
Redeemable preferred stock, ending balance at Mar. 31, 2019 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 94,465,440 | |||||
Beginning balance at Dec. 31, 2018 | 320,443 | $ 94 | 340,291 | (579) | (19,363) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 36,032 | |||||
Common stock issuance ESPP Plan | 419 | 419 | ||||
Stock issuance fees and expenses | (66) | (66) | ||||
(Loss) gain on effective cash flow hedges | (557) | (557) | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 182,502 | |||||
Issuance of common stock for stock options (in shares) | 619,536 | |||||
Issuance of common stock for stock options | 3,894 | $ 1 | 3,893 | |||
ESPP expense | 119 | 119 | ||||
Stock based compensation expense - options and restricted stock | 2,020 | 2,020 | ||||
NET INCOME | (2,424) | (2,424) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 95,303,510 | |||||
Ending balance at Mar. 31, 2019 | 323,848 | $ 95 | 346,676 | (1,136) | (21,787) | |
Redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 0 | |||||
Redeemable preferred stock, beginning balance at Dec. 31, 2018 | $ 0 | |||||
Redeemable preferred stock, ending balance (in shares) at Sep. 30, 2019 | 0 | |||||
Redeemable preferred stock, ending balance at Sep. 30, 2019 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 94,465,440 | |||||
Beginning balance at Dec. 31, 2018 | 320,443 | $ 94 | 340,291 | (579) | (19,363) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
(Loss) gain on effective cash flow hedges | $ (1,801) | |||||
Issuance of common stock for stock options (in shares) | 1,439,869 | |||||
NET INCOME | $ 1,710 | |||||
Gain on redemption of preferred stock | 0 | |||||
Ending balance (in shares) at Sep. 30, 2019 | 104,145,895 | |||||
Ending balance at Sep. 30, 2019 | 497,007 | $ 104 | 516,936 | (2,380) | (17,653) | |
Redeemable preferred stock, beginning balance (in shares) at Mar. 31, 2019 | 0 | |||||
Redeemable preferred stock, beginning balance at Mar. 31, 2019 | $ 0 | |||||
Redeemable preferred stock, ending balance (in shares) at Jun. 30, 2019 | 0 | |||||
Redeemable preferred stock, ending balance at Jun. 30, 2019 | $ 0 | |||||
Beginning balance (in shares) at Mar. 31, 2019 | 95,303,510 | |||||
Beginning balance at Mar. 31, 2019 | 323,848 | $ 95 | 346,676 | (1,136) | (21,787) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 37,255 | |||||
Common stock issuance ESPP Plan | 653 | 653 | ||||
Stock issuance fees and expenses | (211) | (211) | ||||
(Loss) gain on effective cash flow hedges | (1,027) | (1,027) | ||||
Issuance of restricted stock, net of forfeitures (in shares) | (633) | |||||
Working capital adjustment related to acquisition (in shares) | (99,524) | |||||
Working capital adjustment related to acquisition | (1,977) | (1,977) | ||||
Issuance of common stock - Public Offering (in shares) | 8,050,000 | |||||
Issuance of common stock - Public Offering | 160,774 | $ 8 | 160,766 | |||
Issuance of common stock for stock options (in shares) | 543,604 | |||||
Issuance of common stock for stock options | 3,370 | $ 1 | 3,369 | |||
ESPP expense | 162 | 162 | ||||
Stock based compensation expense - options and restricted stock | 2,151 | 2,151 | ||||
NET INCOME | 1,991 | 1,991 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 103,834,212 | |||||
Ending balance at Jun. 30, 2019 | 489,734 | $ 104 | 511,589 | (2,163) | (19,796) | |
Redeemable preferred stock, ending balance (in shares) at Sep. 30, 2019 | 0 | |||||
Redeemable preferred stock, ending balance at Sep. 30, 2019 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance ESPP Plan (in shares) | 28,672 | |||||
Common stock issuance ESPP Plan | 564 | 564 | ||||
Stock issuance fees and expenses | 23 | 23 | ||||
(Loss) gain on effective cash flow hedges | (217) | (217) | ||||
Issuance of restricted stock, net of forfeitures (in shares) | (6,070) | |||||
Issuance of restricted stock, net of forfeitures | (688) | (688) | ||||
Issuance of common stock for stock options (in shares) | 289,081 | |||||
Issuance of common stock for stock options | 2,173 | 2,173 | ||||
ESPP expense | 144 | 144 | ||||
Stock based compensation expense - options and restricted stock | 3,131 | 3,131 | ||||
NET INCOME | 2,143 | 2,143 | ||||
Gain on redemption of preferred stock | 0 | |||||
Ending balance (in shares) at Sep. 30, 2019 | 104,145,895 | |||||
Ending balance at Sep. 30, 2019 | $ 497,007 | $ 104 | $ 516,936 | $ (2,380) | $ (17,653) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation NeoGenomics, Inc., a Nevada corporation, and its subsidiaries (the “Parent”, “Company”, or “NeoGenomics”), 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 interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These accompanying consolidated financial statements include the accounts of the Parent and its subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. The year-end consolidated balance sheet information has been derived from the audited consolidated financial statements in the annual report as of December 31, 2018. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. 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 period presented. For further financial information about these segments, see Note N, Segment Information, in the accompanying notes to the consolidated financial statements. The Company has evaluated events through the filing date of the financial statements. There were no subsequent events that require disclosure. Immaterial Restatement and Reclassification Subsequent to the issuance of the September 30, 2018 consolidated financial statements, during the third quarter of 2019 the Company identified that the gain on redemption of preferred stock for the three months ended June 30, 2018 of $9.1 million was incorrectly presented as a loss on redemption with an offsetting decrease to additional paid in capital in the consolidated statements of redeemable preferred stock and stockholders' equity. As a result, the Company has revised the presentation of the impact of the redemption on the carrying value of the preferred stock in the consolidated statements of redeemable preferred stock and stockholders' equity for the three month period ended June 30, 2018. There was no impact to the beginning and ending balances of preferred stock as a result of this error. In addition, the Company identified that it has historically incorrectly classified deemed dividends, amortization of BCF and redemption value measurement adjustments on preferred stock as adjustments to its accumulated deficit. As a result, the Company has corrected the historical presentation of all amounts of deemed dividends, amortization of BCF and redemption value measurement adjustments for the three year period ended December 31, 2017 as a cumulative reduction of additional paid-in capital as of December 31, 2017 and other applicable periods as further disclosed within the table below. The adjustments to correct for these errors have no impact to the previously reported consolidated statements of operations, comprehensive income, or cash flows. The adjustments to correct for these errors also have no impact to total preferred stock or total stockholders' equity as presented within the consolidated balance sheets or statements of redeemable convertible preferred stock and stockholders' equity. Management has considered these errors from a qualitative and quantitative perspective and believes the impact of these errors is not material to previously issued consolidated financial statements. The Company has restated its accompanying consolidated statements of redeemable preferred stock and stockholders’ equity and consolidated balance sheets to correct for these immaterial errors for the applicable periods presented in this Form 10-Q. Additionally, the Company made certain other presentation reclassifications to previously reported information related to the redemption of preferred stock in June 2018, including reclassifying $21.3 million of deemed dividends on preferred stock and amortization of beneficial conversion feature to redemption of Series A preferred stock within additional paid-in capital in the accompanying consolidated statements of redeemable preferred stock and stockholders’ equity. Such presentation reclassifications have no impact to total additional paid-in capital for any period. The following table shows the amounts of additional paid-in capital, accumulated deficit, deemed dividends on preferred stock and amortization of beneficial conversion feature, and gain on redemption of preferred stock for the applicable periods, as previously reported and as corrected in the consolidated statements of redeemable preferred stock and stockholders' equity and balance sheets (in thousands): As Previously Reported As Corrected Additional Paid-in Capital Accumulated Deficit Additional Paid-in Capital Accumulated Deficit Balance at December 31, 2017 $ 230,030 $ (58,422) $ 194,687 $ (23,079) Deemed dividends on preferred stock and amortization of beneficial conversion feature — (2,856) (2,856) — Balance at March 31, 2018 232,039 (60,634) 193,840 (22,435) Deemed dividends on preferred stock and amortization of beneficial conversion feature* 419 (2,771) (2,352) — Gain on redemption of preferred stock — 9,075 9,075 — Balance at June 30, 2018 217,451 (53,580) 185,556 (21,685) Balance at September 30, 2018 354,487 (51,557) 322,592 (19,662) Balance at December 31, 2018 372,186 (51,258) 340,291 (19,363) Balance at March 31, 2019 378,571 (53,682) 346,676 (21,787) Balance at June 30, 2019 $ 543,484 $ (51,691) $ 511,589 $ (19,796) *The deemed dividends on preferred stock and amortization of beneficial conversion feature within additional paid-in capital as previously reported as shown here reflects a $21.3 million reclassification to the redemption of Series A preferred stock within additional paid-in capital. As discussed above, such presentation reclassifications have no impact to total paid-in capital for any period. The following table shows the amounts of the redemption of preferred stock, deemed dividends on preferred stock and amortization of beneficial conversion feature, and gain on redemption of preferred stock for the applicable periods, as previously reported and as currently reported in the consolidated statements of redeemable preferred stock and stockholders' equity (in thousands): As Previously Reported As Currently Reported Series A Redeemable Convertible Preferred Stock Immaterial Correction of an Error Reclassification Series A Redeemable Convertible Preferred Stock Balance at March 31, 2018 $ 35,471 $ — $ — $ 35,471 Redemption of Series A Preferred Stock (50,096) — 12,273 (37,823) Deemed dividends on preferred stock and amortization of beneficial conversion feature 5,550 18,150 (21,348) 2,352 Gain on redemption of preferred stock 9,075 (18,150) 9,075 — Balance at June 30, 2018 $ — $ — $ — $ — |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Guidance | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted and Issued Accounting Guidance | Recently Adopted and Issued Accounting Guidance Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Topic 842 supersedes the lease requirements in FASB ASC 840, Leases (Topic 840). Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most operating leases and provide enhanced disclosures. The Company adopted Topic 842 effective January 1, 2019 using the modified retrospective method and using the optional transition method to apply the new lease accounting standard prospectively as of January 1, 2019, rather than as of the earliest period presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard. Adoption of this standard resulted in the recording of net operating lease right-of-use (“ROU”) assets of $9.7 million and corresponding operating lease liabilities of $10.1 million upon adoption. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Refer to Note C, Leases, herein for further details regarding the impact of the adoption of Topic 842 and other information related to the Company’s lease portfolio. Issued In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The new standard requires the use of forward-looking expected credit loss models based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount, which may result in earlier recognition of credit losses under the new standard. This new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The standard is effective for public business entities for annual periods beginning after December 15, 2019, and interim periods within those years. The Company plans to implement the new standard in the first quarter of 2020 using a modified retrospective approach, and is in the process of reviewing its credit loss models to assess the impact of the adoption of the standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. Topic 350 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company will adopt this pronouncement on January 1, 2020 and does not expect the impact of the adoption of the standard to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods, and early adoption is permitted. Certain provisions of the ASU must be adopted retrospectively, while others must be adopted prospectively. The Company will adopt this pronouncement on January 1, 2020 and does not expect the impact of the adoption of the standard to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs should be presented as a prepaid asset on the balance sheet and expensed over the term of the hosting arrangement. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019 and early adoption is permitted. The Company will adopt this pronouncement on January 1, 2020 and does not expect the impact of the adoption of the standard to have a material impact on its consolidated financial statements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases corporate offices and laboratory space throughout the world, all of which are classified as operating leases expiring at various dates and generally have terms ranging from 1 to 10 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Some of the Company’s real estate lease agreements include options to either renew or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years. When it is reasonably certain that the Company will exercise an option to renew or terminate a lease, these options are considered in determining the classification and measurement of the lease. Lease liabilities are recorded based on the present value of the future lease payments over the lease term and assessed as of the commencement date. Incentives received from landlords, such as reimbursements for tenant improvements and rent abatement periods, effectively reduce the total lease payments owed for leases. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. The Company utilizes its incremental borrowing rate by lease term in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. For new or renewed leases starting in 2019, the discount rate is determined using the incremental borrowing rate at lease commencement and based on the lease term. Operating Leases Operating lease costs include an immaterial amount of variable lease cost, and are recorded in cost of revenue and general and administrative expenses, depending on the nature of the leased asset. Aside from variable lease costs, operating lease costs represent fixed lease payments recognized on a straight-line basis over the lease term. As of September 30, 2019, the maturities of our operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments Remainder of 2019 $ 1,540 2020 4,969 2021 5,050 2022 4,213 2023 4,076 2024 4,097 Thereafter 12,705 Total remaining lease payments 36,650 Less: imputed interest (9,253) Total operating lease liabilities 27,397 Less: current portion (3,527) Long-term operating lease liabilities $ 23,870 Weighted-average remaining lease term (in years) 8.1 Weighted-average discount rate 6.5 % The following summarizes additional supplemental data related to our operating leases (in thousands): Three Months Ended Nine Months Ended Operating lease costs $ 1,271 $ 4,365 Nine Months Ended Right-of-use assets obtained in exchange for operating lease liabilities $ 19,341 Lease contracts that have been executed but have not yet commenced are excluded from the tables above. As of September 30, 2019, the Company has entered into $50.3 million of contractually binding minimum lease payments for leases executed but not yet commenced. This amount primarily relates to the lease of the laboratory and headquarters facility in Fort Myers, Florida that is expected to commence in 2021. In addition to the minimum lease payments, the Company will pay $25.0 million relating to the construction of the underlying assets. This amount will be initially recorded as a prepaid asset. On the commencement date of the lease, the amount will be reclassed to either the right-of-use asset or leasehold improvements as appropriate and amortized accordingly. Construction of this facility has not yet commenced. The Company is not expected to control the underlying assets during the construction period and therefore is not considered the owner of the underlying assets for accounting purposes. As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year were as follows (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 |
Revenue Recognition and Contrac
Revenue Recognition and Contractual Adjustments | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Contractual Adjustments | Revenue Recognition and Contractual Adjustments The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. The 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. The Pharma Services segment supports pharmaceutical firms in their drug development programs by providing testing services and data analytics 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, client direct billing, commercial insurance, Medicare and other government payers, and patients. 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 Consolidated 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 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. 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 (in thousands): September 30, 2019 December 31, 2018 Current pharma contract assets (1) $ 234 $ 86 Long-term pharma contract assets (2) 627 268 Total pharma contract assets $ 861 $ 354 Current pharma capitalized commissions (1) $ 222 $ 271 Long-term pharma capitalized commissions (2) 839 650 Total pharma capitalized commissions $ 1,061 $ 921 Current pharma contract liabilities $ 1,187 $ 927 Long-term pharma contract liabilities (3) 1,898 1,652 Total pharma contract liabilities $ 3,085 $ 2,579 (1) Current pharma contract assets and Current pharma capitalized commissions are classified as “Other current assets” on the Consolidated Balance Sheets. (2) Long-term pharma contract assets and Long-term pharma capitalized commissions are classified as “Other assets” on the Consolidated Balance Sheets. (3) Long-term pharma contract liabilities are classified as “Other long-term liabilities” on the Consolidated Balance Sheets. Pharma contract assets increased $0.5 million, or 143%, from December 31, 2018 to September 30, 2019. Pharma contract liabilities increased $0.5 million, or 20%, during the same period while capitalized commissions also increased by $0.1 million, or 15%. These increases are due to higher upfront fees driven by increases in the volume of Pharma contracts in process. Revenue recognized for the three and nine months ended September 30, 2019 related to Pharma contract liability balances outstanding at the beginning of the period was $0.1 million and $2.0 million, respectively. Amortization of capitalized commissions for the three and nine months ended September 30, 2019 was $0.3 million and $0.9 million, respectively. 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. 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): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Clinical Services: Client direct billing $ 53,555 $ 39,779 $ 155,999 $ 120,925 Commercial Insurance 20,956 10,253 63,052 28,726 Medicare and Medicaid 17,818 8,603 47,961 25,333 Self-Pay 236 814 745 976 Total Clinical Services $ 92,565 $ 59,449 $ 267,757 $ 175,960 Pharma Services: 12,107 9,647 34,205 24,306 Total Revenue $ 104,672 $ 69,096 $ 301,962 $ 200,266 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition 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 included approximately $2.0 million in estimated working capital adjustments 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 an Agreement and Plan of Merger dated October 23, 2018 (the “Merger Agreement”). Cartesian Medical Group, Inc. (“Cartesian”) is a California professional corporation that provided hematopathology and other pathology services to Genoptix as an independent contractor. Cartesian was consolidated into Genoptix as a variable interest entity. Subsequent to December 31, 2018, the professional services agreement between Genoptix and Cartesian was terminated and the Company entered into separate medical services agreements with the entities owned by the physicians who were previously employees of Cartesian. The termination of the agreement with Cartesian did not have any impact on the Company’s 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 unregistered shares, which carries a minimum six-month holding period before they may be sold to the public. The fair value of the common stock consideration was estimated using inputs not observable in the market and thus represents a Level 3 measurement. 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 and measurement period and other adjustments recorded during 2019. Included in the measurement period and other adjustments is a $2.4 million working capital adjustment to the original cash consideration, as defined within the Merger Agreement, of which $0.4 million was received in cash with the remainder received as a return of common stock. The Company is in the process of completing its valuation of certain assets and liabilities, primarily related to accounts receivable and accounts payable assumed; thus, the provisional measurements of current assets and current liabilities are subject to change. December 10, 2018 Measurement Period and Other Adjustments December 10, 2018 Current assets $ 22,172 $ 2,257 $ 24,429 Property and equipment 21,029 (428) 20,601 Identifiable intangible assets 71,792 (3,463) 68,329 Goodwill 50,873 679 51,552 Long-term assets 170 — 170 Total assets acquired $ 166,036 $ (955) $ 165,081 Current liabilities (10,769) (892) (11,661) Long-term liabilities (1) (15,265) 282 (14,983) Net assets acquired $ 140,002 $ (1,565) $ 138,437 (1) Includes $14.7 million and $12.9 million as initially reported and as adjusted, respectively, in deferred tax liabilities associated with tangible and intangible assets acquired. Of the $68.3 million of acquired intangible assets, $54.2 million was provisionally assigned to customer relationships which are amortized over fifteen years, $0.7 million was provisionally assigned to the Genoptix trade name which is being amortized over one year, and $13.4 million was provisionally assigned to trade marks which are assigned as indefinite-lived assets. 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 trade names. None of the goodwill is expected to be deductible for income tax purposes. The provisional fair value of accounts receivable acquired is approximately $16.6 million, net of a $1.5 million fair value adjustment. 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 of Genoptix occurred on January 1, 2018, nor are they necessarily indicative of future results. Nine Months Ended September 30, 2018 Revenue $ 274,609 Net loss $ (1,164) Net income available to common shareholders $ 2,284 The unaudited pro forma consolidated results have been prepared by adjusting our historical results to include the acquisition of Genoptix as if it occurred on January 1, 2018. These unaudited pro forma consolidated historical results were then adjusted for |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill as of September 30, 2019 and December 31, 2018 was $198.6 million and $197.9 million, respectively. In 2019, the Company recorded measurement period and other adjustments of $0.7 million. Refer to Note E, Acquisition, herein for further detail. Intangible assets consisted of the following as of (in thousands): September 30, 2019 Amortization Cost Accumulated Net Trade Name 12-24 months $ 3,679 $ 3,552 $ 127 Non-Compete Agreement 24 months 27 27 — Customer Relationships 180 months 139,271 23,761 115,510 Trade Name - Indefinite-lived — 13,447 — 13,447 Total $ 156,424 $ 27,340 $ 129,084 December 31, 2018 Amortization Cost Accumulated Net Trade Name 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 Name - Indefinite-lived — 14,559 — 14,559 Total $ 159,887 $ 19,858 $ 140,029 The Company recorded approximately $2.4 million and $1.4 million in straight-line amortization expense of intangible assets for the three months ended September 30, 2019 and 2018, respectively, and approximately $7.5 million and $4.3 million for the nine months ended September 30, 2019 and 2018, respectively. The Company records amortization expense as a general and administrative expense. The estimated amortization expense related to amortizable intangible assets for each of the four succeeding fiscal years and thereafter as of September 30, 2019 is as follows (in thousands): Remainder of 2019 $ 2,448 2020 9,285 2021 9,285 2022 9,285 2023 9,285 Thereafter 76,049 Total $ 115,637 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the long term debt, net at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Term loan $ 100,000 $ 96,750 Revolving credit facility — 5,000 Financing obligations 9,732 11,548 Total debt $ 109,732 $ 113,298 Less: Debt issuance costs (723) (997) Less: Current portion of long-term debt and financing obligations (12,000) (14,171) Total long-term debt, net $ 97,009 $ 98,130 The carrying value of the Company’s term loan and financing obligations approximates fair value based on the current market conditions for similar instruments. Senior Secured Credit Agreement On June 27, 2019 (the “Closing Date”), the Company entered into a new senior secured credit agreement (the “New Credit Agreement”) with PNC Bank National Association (“PNC”), as administrative agent, and the lenders party thereto. The New Credit Agreement provides for a $100.0 million revolving credit facility (the “Revolving Credit Facility”), a $100.0 million term loan facility (the “Term Loan Facility”), and a $50.0 million delayed draw term loan which has an availability period beginning on the Closing Date and ending on December 27, 2020 (the “Delayed Draw Term Loan”). The Term Loan Facility and amounts borrowed under the Revolving Credit Facility are secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of the Company. Borrowings under the New Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) the Adjusted LIBOR rate for the relevant interest period, as defined within the agreement (2) an alternate base rate determined by reference to the greatest of (a) the federal funds rate for the relevant interest period plus 0.5% per annum, (b) the prime lending rate of PNC and (c) the daily LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 1.25% to 2.25% for LIBOR loans and 0.25% to 1.25% for base rate loans, in each case based on NeoGenomics’ Consolidated Leverage Ratio (as defined in the New Credit Agreement). Interest on borrowings under the New Credit Agreement 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 LIBOR loans. The Company has previously entered into interest rate swap agreements to hedge against changes in the variable rate for a portion of our long term debt. See Note H, Derivative Instruments and Hedging Activities, for more information on these instruments. The Revolving Credit Facility includes a $10.0 million swing loan sublimit, with swing loans bearing interest at the alternate base rate plus the applicable margin. Any principal outstanding under the Revolving Credit Facility is due and payable on June 27, 2024 or such earlier date as the obligations under the New Credit Agreement become due and payable pursuant to the terms of the New Credit Agreement. No amounts were outstanding under Revolving Credit Facility as of September 30, 2019. Principal payments on the Term Loan Facility will be due on the last day of each fiscal quarter beginning September 30, 2019, with an annual principal amortization of 5% in the first year, 5% in the second year, 7.5% in the third year, 7.5% in the fourth year, and 10% in each year thereafter, with the remainder due upon maturity on June 27, 2024 or such earlier date as the obligations under the New Credit Agreement become due and payable pursuant to the terms of the New Credit Agreement. On September 30, 2019, the Company had current outstanding borrowings under the Term Loan Facility of approximately $6.3 million, and long-term outstanding borrowings of approximately $93.7 million, net of unamortized debt issuance costs of $0.7 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. In addition to paying interest on outstanding principal under the New Credit Agreement, the Company will be required to pay a commitment fee in respect of the unutilized portion of the commitments under the Revolving Credit Facility and the Delayed Draw Term Loan. The commitment fee rate will initially be 0.25% per annum, and, beginning in the fourth quarter of 2019, will range from 0.15% to 0.35% depending on NeoGenomics’ Consolidated Leverage Ratio. The Company will also pay customary letter of credit and agency fees. The Term Loan Facility contains various covenants including entering into certain indebtedness; 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 burdensome agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into certain 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. The Term Loan Facility requires the Company to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, and (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt. Prior Financing Agreement Simultaneous with entering into the New Credit Agreement, on June 27, 2019, the Company terminated the Prior Financing Agreement and repaid all outstanding amounts owed thereunder. The Prior Financing Agreement, originally entered into on December 22, 2016, with Regions Bank as administrative agent and collateral agent, provided for a $75.0 million term loan facility (the “Prior Term Loan Facility”) and a $75.0 million revolving credit facility (the “Prior Revolving Credit Facility”). On June 21, 2018, the Company entered into an amendment to the Prior 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 Prior Term Loan Facility, as amended, of approximately $7.9 million, and long-term outstanding borrowings of approximately $87.9 million, net of unamortized debt issuance costs of $1.0 million. During the fourth quarter of 2018, $5.0 million was drawn from the Prior Revolving Credit Facility, resulting in outstanding borrowings of $5.0 million as of December 31, 2018. The Prior Term Loan Facility and Prior Revolving Credit Facility were terminated on June 27, 2019. In association with the early termination of debt, the Company incurred a loss on the extinguishment of debt of $1.0 million. Borrowings under the Prior Term Loan Facility bore interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) the Adjusted LIBOR rate for the relevant interest period, as defined within the Credit Agreement, (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 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum (the “Alternate Base Rate”), or (3) a combination of (1) and (2). The applicable margin ranged 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 Prior Financing Agreement and revised in the Amendment). Interest on borrowings was 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 Prior Revolving Credit Facility included a $10.0 million swing loan sublimit, with swingline loans bearing interest at the Alternate Base Rate plus the applicable margin. The Prior Term Loan Facility and amounts borrowed under the Prior Revolving Credit Facility were secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of the Company. The Prior Term Loan Facility contained 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 was required to meet certain maximum leverage ratios and fixed charge coverage ratios as of the end of each fiscal quarter. The Prior Financing Agreement required the Company to mandatorily prepay the Prior Term Loan Facility and amounts borrowed under the Prior Revolving Credit 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 ended December 31, 2018, 75% of consolidated excess cash flow (as defined) if the Company’s consolidated leverage ratio was greater than or equal to 3.25:1.0 or 50% of consolidated excess cash flow (as defined) if the Company’s consolidated leverage ratio was 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 the Company made in order to cure a failure to comply with the financial covenants. Financing Obligations The Company has entered into loans with various banks to finance the purchase of laboratory equipment, office equipment and leasehold improvements. These loans mature at various dates through 2022 and the weighted average interest rate under such loans was approximately 4.67% as of September 30, 2019 and 4.56% as of December 31, 2018. Maturities of Long-Term Debt Maturities of long-term debt as of September 30, 2019 are summarized as follows (in thousands): Term Loan Financing Obligations Total Long-Term Debt Remainder of 2019 $ 2,500 $ 1,667 $ 4,167 2020 5,000 5,270 10,270 2021 6,250 2,455 8,705 2022 7,500 340 7,840 2023 8,750 — 8,750 2024 70,000 — 70,000 Total Debt 100,000 9,732 109,732 Less: Current portion of long-term debt (6,250) (5,750) (12,000) Less: Debt issuance costs (723) — (723) Long-term debt, net $ 93,027 $ 3,982 $ 97,009 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In December of 2016 and June of 2018, the Company entered into interest rate swap agreements to reduce the Company ’ s exposure to interest rate fluctuations on the Company ’ s variable rate debt obligations. These derivative financial instruments are accounted for at fair value as cash flow hedges, which effectively modifies the Company’s exposure to interest rate risk by converting a portion of its floating rate debt to a fixed rate obligation, thus reducing the impact of interest rate changes on future interest expense. Under these hedging agreements, the Company receives 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 Fixed Rate 1.59 % 2.98 % (1) The notional amount increases to $70 million upon maturity of December 2016 hedge on December 31, 2019. |
Class A Redeemable Convertible
Class A Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Class A Redeemable Convertible Preferred Stock On December 30, 2015, the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock") as part of the consideration for the acquisition of Clarient. The Series A Preferred Stock had a face value of $7.50 per share for a total liquidation value of $110 million. 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 dividend, resulting in a balance of 6,864,000 shares of Series A Preferred Stock outstanding at March 31, 2018. 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 $9.1 million gain 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 (“BCF”) 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 million 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 BCF recorded at the original issue date, the Company recorded additional BCF discounts for payment-in-kind shares accrued for the quarter ended March 31, 2018 as dividends. Classification |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity The Company recorded approximately $3.3 million and $1.1 million in stock based compensation expense for the three months ended September 30, 2019 and 2018, respectively, and approximately $7.7 million and $5.0 million in stock based compensation expense for the nine month periods ended September 30, 2019 and 2018, respectively. A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2019 is as follows: Number of Weighted Average Exercise Price Options outstanding at December 31, 2018 6,839,417 $ 7.63 Options granted 943,345 $ 19.74 Less: Options exercised 1,439,869 $ 6.58 Options canceled or expired 174,927 $ 13.15 Options outstanding at September 30, 2019 6,167,966 $ 9.56 Exercisable at September 30, 2019 2,995,419 $ 7.20 The fair value of each stock option award granted during the nine months ended September 30, 2019 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended Expected term (in years) 3.0 - 4.5 Risk-free interest rate (%) 2.5% Expected volatility (%) 38.9% - 44.0% Dividend yield (%) — Weighted average fair value/share at grant date $5.76 As of September 30, 2019, there was approximately $5.7 million of unrecognized share based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.37 years. A summary of the restricted stock activity under the Company’s plans for the nine months ended September 30, 2019 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2018 282,508 $ 9.01 Granted 227,188 $ 19.91 Vested (121,801) $ 9.60 Forfeited (51,389) $ 11.72 Nonvested at September 30, 2019 336,506 $ 15.75 Employee Stock Purchase Plan (ESPP) The Company offers an ESPP through which eligible employees may purchase shares of our common stock at a discount of 15% of the fair market value of the Company’s common stock. During the three months ended September 30, 2019 and 2018, employees purchased 28,672 and 21,100 shares, respectively under the ESPP. The expense recorded for these periods was approximately $0.1 million and $0.1 million, respectively. During the nine months ended September 30, 2019 and 2018, employees purchased 101,959 and 87,288 shares, respectively, under the ESPP. The expense recorded for these periods was approximately $0.4 million and $0.2 million, respectively. Working Capital Adjustment In the first quarter of 2019, the Company recorded a $2.4 million working capital adjustment to the original cash consideration, as defined within the Merger Agreement. In June 2019, the Company received the proceeds of the working capital adjustment as $0.4 million in cash with the remainder received as a return of 99,254 shares of common stock. Public Offering of Common Stock |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesTo calculate its interim tax provision, at the end of each interim period, the Company estimates the annual effective tax rate and applies such rate to its year-to-date ordinary earnings. The effect of changes in enacted tax laws or rates and excess tax benefits and tax deficiencies related to stock option exercises are recognized in the interim period in which the change occurs. In addition, the effect of significant, unusual, or infrequent items are recognized in the interim period in which the event occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned in foreign jurisdictions, permanent and temporary differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.The income tax benefit for the nine months ended September 30, 2019 relates primarily to non-qualified stock option exercises, disqualified incentive stock option exercises, as well as a pre-tax loss incurred related to legal settlements, which includes the Health Discovery Corporation litigation (see Note L, Commitments and Contingencies) for which the income tax benefit was recognized within the quarter ended March 31, 2019. The Company’s effective tax rate was a benefit of 41.3% for the nine months ended September 30, 2019, differs from the federal statutory rate of 21% primarily due to tax deductions for equity compensation in excess of GAAP expense, offset by losses in foreign jurisdictions with no associated tax benefit and other non-deductible permanent differences. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments an Contingencies | Commitments and Contingencies Legal Matters The Company was involved in litigation with Health Discovery Corporation (“HDC”) regarding the use of certain licensed technology under a Master License Agreement (“MLA”) dated January 6, 2012 between the Company and HDC. An arbitration hearing took place in December 2018, where the Company vigorously defended its legal rights and remedies pertaining to this licensing dispute. On April 25, 2019, the American Arbitration Association’s Panel of Arbitrators (the “Panel”) issued their ruling (the “Final Award”) which, in pertinent part, terminated the MLA, awarded $1.5 million to HDC in connection with the claims that SmartFlow infringes a valid patent and that internal use by NeoGenomics was subject to milestone and royalty payments, and awarded $5.1 million to HDC with respect to the claim of lack of development and commercialization of SVM-CYTO. All other claims by HDC were denied. The Company’s request for a declaratory judgment was denied and its counterclaims were denied. The Company recorded an accrual of $4.9 million, net of tax, for this matter during the quarter ended March 31, 2019 and paid $6.7 million to HDC related to this matter in the quarter ended June 30, 2019 . This payment settled all obligations of the Company in connection with this litigation. The Company no longer utilizes any HDC technology. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 4, 2016, the Company entered into an amended and restated 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. 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. On May 6, 2019, the Company and Mr. Jones entered into a letter agreement to modify certain provisions of the consulting agreement (the “Letter Agreement”) which modifications included, by mutual agreement of the parties, the following: automatic expiration of the consulting agreement on April 30, 2020 unless the parties mutually agree to renew it in writing; a description of consulting services to be provided to the Company (the “Services”) with a target of up to 15 hours per month of working time and attention to the Company; a fixed monthly cash consulting fee in the amount of $5,000 per month for the provision of the Services; and continuation of health insurance coverage at the levels currently in effect. In addition, Mr. Jones relinquished the title of Executive Vice President effective as of April 4, 2019. During the three months ended September 30, 2019 and 2018, Mr. Jones earned approximately $15,750 and $38,000, respectively, for consulting work performed and for reimbursement of related expenses. During the three months ended September 30, 2019 and 2018, Mr. Jones earned approximately $13,125 and $12,500, respectively, as compensation for his services on the Board. During the nine months ended September 30, 2019 and 2018, Mr. Jones earned approximately $76,250 and $125,000, respectively, for consulting work performed and for reimbursement of related expenses. During the nine months ended September 30, 2019 and 2018, Mr. Jones also earned $38,125 and $37,500, respectively, as compensation for his services on the Board. On June 1, 2018, the Company granted stock options and restricted stock to each of its Board members as part of its annual Board compensation process. Mr. Jones was granted 3,017 stock options and 6,897 shares of restricted stock for his services on the Board. The options were granted at a price of $11.60 per option and each option had a fair market value of $3.74. The options vested on June 1, 2019. The restricted stock had a fair value of $11.60 per share and vested on June 1, 2019. On June 6, 2019, the Company granted stock options and restricted stock to each of its Board members as part of its annual Board compensation process. Mr. Jones was granted 4,269 stock options and 3,419 shares of restricted stock for his services on the Board. The options were granted at a price of $22.52 per option and each option had a fair market value of $8.14. The options vest on June 6, 2020. The restricted stock has a fair value of $22.52 per share and vests on June 6, 2020. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information 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 supporting various clinical trials and research. The financial information reviewed by the Chief Operating Decision Maker (“CODM”) includes revenues, cost of revenue and gross margin for each of the Company’s operating segments. Assets are not presented at the segment level as that information is not used by the CODM. The following table summarizes the segment information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net revenues: Clinical Services $ 92,565 $ 59,449 $ 267,757 $ 175,960 Pharma Services 12,107 9,647 34,205 24,306 Total Revenue 104,672 69,096 301,962 200,266 Cost of revenue: Clinical Services 47,526 31,509 136,557 94,586 Pharma Services 6,314 5,266 18,492 15,525 Total Cost of Revenue 53,840 36,775 155,049 110,111 Gross Profit: Clinical Services 45,039 27,940 131,200 81,374 Pharma Services 5,793 4,381 15,713 8,781 Total Gross Profit 50,832 32,321 146,913 90,155 Operating expenses: General and administrative 33,054 21,055 94,773 59,106 Research and development 2,611 446 6,407 2,475 Sales and marketing 11,508 6,900 35,048 21,355 Total operating expenses 47,173 28,401 136,228 82,936 Income from Operations 3,659 3,920 10,685 7,219 Interest expense, net 203 1,873 3,333 4,766 Other (income) expense (35) (30) 5,124 31 Loss on extinguishment of debt — — 1,018 — Income before taxes 3,491 2,077 1,210 2,422 Income tax expense (benefit) 1,348 54 (500) 135 Net income $ 2,143 $ 2,023 $ 1,710 $ 2,287 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table shows the amounts of additional paid-in capital, accumulated deficit, deemed dividends on preferred stock and amortization of beneficial conversion feature, and gain on redemption of preferred stock for the applicable periods, as previously reported and as corrected in the consolidated statements of redeemable preferred stock and stockholders' equity and balance sheets (in thousands): As Previously Reported As Corrected Additional Paid-in Capital Accumulated Deficit Additional Paid-in Capital Accumulated Deficit Balance at December 31, 2017 $ 230,030 $ (58,422) $ 194,687 $ (23,079) Deemed dividends on preferred stock and amortization of beneficial conversion feature — (2,856) (2,856) — Balance at March 31, 2018 232,039 (60,634) 193,840 (22,435) Deemed dividends on preferred stock and amortization of beneficial conversion feature* 419 (2,771) (2,352) — Gain on redemption of preferred stock — 9,075 9,075 — Balance at June 30, 2018 217,451 (53,580) 185,556 (21,685) Balance at September 30, 2018 354,487 (51,557) 322,592 (19,662) Balance at December 31, 2018 372,186 (51,258) 340,291 (19,363) Balance at March 31, 2019 378,571 (53,682) 346,676 (21,787) Balance at June 30, 2019 $ 543,484 $ (51,691) $ 511,589 $ (19,796) *The deemed dividends on preferred stock and amortization of beneficial conversion feature within additional paid-in capital as previously reported as shown here reflects a $21.3 million reclassification to the redemption of Series A preferred stock within additional paid-in capital. As discussed above, such presentation reclassifications have no impact to total paid-in capital for any period. The following table shows the amounts of the redemption of preferred stock, deemed dividends on preferred stock and amortization of beneficial conversion feature, and gain on redemption of preferred stock for the applicable periods, as previously reported and as currently reported in the consolidated statements of redeemable preferred stock and stockholders' equity (in thousands): As Previously Reported As Currently Reported Series A Redeemable Convertible Preferred Stock Immaterial Correction of an Error Reclassification Series A Redeemable Convertible Preferred Stock Balance at March 31, 2018 $ 35,471 $ — $ — $ 35,471 Redemption of Series A Preferred Stock (50,096) — 12,273 (37,823) Deemed dividends on preferred stock and amortization of beneficial conversion feature 5,550 18,150 (21,348) 2,352 Gain on redemption of preferred stock 9,075 (18,150) 9,075 — Balance at June 30, 2018 $ — $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments under Topic 842 | As of September 30, 2019, the maturities of our operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments Remainder of 2019 $ 1,540 2020 4,969 2021 5,050 2022 4,213 2023 4,076 2024 4,097 Thereafter 12,705 Total remaining lease payments 36,650 Less: imputed interest (9,253) Total operating lease liabilities 27,397 Less: current portion (3,527) Long-term operating lease liabilities $ 23,870 Weighted-average remaining lease term (in years) 8.1 Weighted-average discount rate 6.5 % |
Supplemental Operating Lease Information | The following summarizes additional supplemental data related to our operating leases (in thousands): Three Months Ended Nine Months Ended Operating lease costs $ 1,271 $ 4,365 Nine Months Ended Right-of-use assets obtained in exchange for operating lease liabilities $ 19,341 |
Schedule of Future Minimum Lease Payments under Topic 840 | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year were as follows (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 |
Revenue Recognition and Contr_2
Revenue Recognition and Contractual Adjustments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Assets and Liabilities | The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands): September 30, 2019 December 31, 2018 Current pharma contract assets (1) $ 234 $ 86 Long-term pharma contract assets (2) 627 268 Total pharma contract assets $ 861 $ 354 Current pharma capitalized commissions (1) $ 222 $ 271 Long-term pharma capitalized commissions (2) 839 650 Total pharma capitalized commissions $ 1,061 $ 921 Current pharma contract liabilities $ 1,187 $ 927 Long-term pharma contract liabilities (3) 1,898 1,652 Total pharma contract liabilities $ 3,085 $ 2,579 (1) Current pharma contract assets and Current pharma capitalized commissions are classified as “Other current assets” on the Consolidated Balance Sheets. (2) Long-term pharma contract assets and Long-term pharma capitalized commissions are classified as “Other assets” on the Consolidated Balance Sheets. |
Summary of Disaggregation of Revenue | The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Clinical Services: Client direct billing $ 53,555 $ 39,779 $ 155,999 $ 120,925 Commercial Insurance 20,956 10,253 63,052 28,726 Medicare and Medicaid 17,818 8,603 47,961 25,333 Self-Pay 236 814 745 976 Total Clinical Services $ 92,565 $ 59,449 $ 267,757 $ 175,960 Pharma Services: 12,107 9,647 34,205 24,306 Total Revenue $ 104,672 $ 69,096 $ 301,962 $ 200,266 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 Company is in the process of completing its valuation of certain assets and liabilities, primarily related to accounts receivable and accounts payable assumed; thus, the provisional measurements of current assets and current liabilities are subject to change. December 10, 2018 Measurement Period and Other Adjustments December 10, 2018 Current assets $ 22,172 $ 2,257 $ 24,429 Property and equipment 21,029 (428) 20,601 Identifiable intangible assets 71,792 (3,463) 68,329 Goodwill 50,873 679 51,552 Long-term assets 170 — 170 Total assets acquired $ 166,036 $ (955) $ 165,081 Current liabilities (10,769) (892) (11,661) Long-term liabilities (1) (15,265) 282 (14,983) Net assets acquired $ 140,002 $ (1,565) $ 138,437 |
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 of Genoptix occurred on January 1, 2018, nor are they necessarily indicative of future results. Nine Months Ended September 30, 2018 Revenue $ 274,609 Net loss $ (1,164) Net income available to common shareholders $ 2,284 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Classes of Intangible Assets | Intangible assets consisted of the following as of (in thousands): September 30, 2019 Amortization Cost Accumulated Net Trade Name 12-24 months $ 3,679 $ 3,552 $ 127 Non-Compete Agreement 24 months 27 27 — Customer Relationships 180 months 139,271 23,761 115,510 Trade Name - Indefinite-lived — 13,447 — 13,447 Total $ 156,424 $ 27,340 $ 129,084 December 31, 2018 Amortization Cost Accumulated Net Trade Name 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 Name - Indefinite-lived — 14,559 — 14,559 Total $ 159,887 $ 19,858 $ 140,029 |
Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the four succeeding fiscal years and thereafter as of September 30, 2019 is as follows (in thousands): Remainder of 2019 $ 2,448 2020 9,285 2021 9,285 2022 9,285 2023 9,285 Thereafter 76,049 Total $ 115,637 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | The following table summarizes the long term debt, net at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Term loan $ 100,000 $ 96,750 Revolving credit facility — 5,000 Financing obligations 9,732 11,548 Total debt $ 109,732 $ 113,298 Less: Debt issuance costs (723) (997) Less: Current portion of long-term debt and financing obligations (12,000) (14,171) Total long-term debt, net $ 97,009 $ 98,130 |
Summary of Maturities of Long-Term Debt | Maturities of long-term debt as of September 30, 2019 are summarized as follows (in thousands): Term Loan Financing Obligations Total Long-Term Debt Remainder of 2019 $ 2,500 $ 1,667 $ 4,167 2020 5,000 5,270 10,270 2021 6,250 2,455 8,705 2022 7,500 340 7,840 2023 8,750 — 8,750 2024 70,000 — 70,000 Total Debt 100,000 9,732 109,732 Less: Current portion of long-term debt (6,250) (5,750) (12,000) Less: Debt issuance costs (723) — (723) Long-term debt, net $ 93,027 $ 3,982 $ 97,009 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivative Instruments | 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 Fixed Rate 1.59 % 2.98 % (1) The notional amount increases to $70 million upon maturity of December 2016 hedge on December 31, 2019. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2019 is as follows: Number of Weighted Average Exercise Price Options outstanding at December 31, 2018 6,839,417 $ 7.63 Options granted 943,345 $ 19.74 Less: Options exercised 1,439,869 $ 6.58 Options canceled or expired 174,927 $ 13.15 Options outstanding at September 30, 2019 6,167,966 $ 9.56 Exercisable at September 30, 2019 2,995,419 $ 7.20 |
Summary of Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the nine months ended September 30, 2019 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended Expected term (in years) 3.0 - 4.5 Risk-free interest rate (%) 2.5% Expected volatility (%) 38.9% - 44.0% Dividend yield (%) — Weighted average fair value/share at grant date $5.76 |
Summary of Restricted Stock Activity | A summary of the restricted stock activity under the Company’s plans for the nine months ended September 30, 2019 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2018 282,508 $ 9.01 Granted 227,188 $ 19.91 Vested (121,801) $ 9.60 Forfeited (51,389) $ 11.72 Nonvested at September 30, 2019 336,506 $ 15.75 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following table summarizes the segment information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net revenues: Clinical Services $ 92,565 $ 59,449 $ 267,757 $ 175,960 Pharma Services 12,107 9,647 34,205 24,306 Total Revenue 104,672 69,096 301,962 200,266 Cost of revenue: Clinical Services 47,526 31,509 136,557 94,586 Pharma Services 6,314 5,266 18,492 15,525 Total Cost of Revenue 53,840 36,775 155,049 110,111 Gross Profit: Clinical Services 45,039 27,940 131,200 81,374 Pharma Services 5,793 4,381 15,713 8,781 Total Gross Profit 50,832 32,321 146,913 90,155 Operating expenses: General and administrative 33,054 21,055 94,773 59,106 Research and development 2,611 446 6,407 2,475 Sales and marketing 11,508 6,900 35,048 21,355 Total operating expenses 47,173 28,401 136,228 82,936 Income from Operations 3,659 3,920 10,685 7,219 Interest expense, net 203 1,873 3,333 4,766 Other (income) expense (35) (30) 5,124 31 Loss on extinguishment of debt — — 1,018 — Income before taxes 3,491 2,077 1,210 2,422 Income tax expense (benefit) 1,348 54 (500) 135 Net income $ 2,143 $ 2,023 $ 1,710 $ 2,287 |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2018USD ($) | Sep. 30, 2019segment | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | segment | 2 | ||
Percentage of consolidated assets net revenues and net income reported by reportable operating segment | 100.00% | ||
Stock Redeemed or Called During Period, Value | $ | $ 21,348 |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation - Schedule of Error Corrections (Details) - USD ($) $ in Thousands | Jun. 24, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accumulated deficit | $ 497,007 | $ 303,559 | $ 164,209 | $ 171,985 | $ 497,007 | $ 303,559 | $ 489,734 | $ 323,848 | $ 320,443 | $ 171,962 | |
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (2,352) | (2,856) | |||||||||
Redeemable preferred stock | 35,471 | ||||||||||
Redemption of Series A Preferred Stock | (21,348) | ||||||||||
Gain on redemption of preferred stock | 0 | 0 | 9,075 | 0 | 9,075 | ||||||
Series A Redeemable Convertible Preferred Stock | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | 2,352 | 2,856 | |||||||||
Redeemable preferred stock | 0 | 0 | 0 | 35,471 | 0 | 0 | 0 | 0 | 0 | 32,615 | |
Redemption of Series A Preferred Stock | (37,823) | ||||||||||
Gain on redemption of preferred stock | $ 9,100 | 0 | |||||||||
Series A Redeemable Convertible Preferred Stock | Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | 5,550 | ||||||||||
Redeemable preferred stock | 35,471 | ||||||||||
Redemption of Series A Preferred Stock | (50,096) | ||||||||||
Gain on redemption of preferred stock | 9,075 | ||||||||||
Series A Redeemable Convertible Preferred Stock | Immaterial Correction of an Error | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | 18,150 | ||||||||||
Gain on redemption of preferred stock | (18,150) | ||||||||||
Series A Redeemable Convertible Preferred Stock | Reclassification | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (21,348) | ||||||||||
Redemption of Series A Preferred Stock | 12,273 | ||||||||||
Gain on redemption of preferred stock | 9,075 | ||||||||||
Additional Paid-in Capital | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accumulated deficit | 516,936 | 322,592 | 185,556 | 193,840 | 516,936 | 322,592 | 511,589 | 346,676 | 340,291 | 194,687 | |
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (2,352) | (2,856) | |||||||||
Redemption of Series A Preferred Stock | (21,348) | (21,300) | |||||||||
Gain on redemption of preferred stock | 9,075 | ||||||||||
Additional Paid-in Capital | Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accumulated deficit | 354,487 | 217,451 | 232,039 | 354,487 | 543,484 | 378,571 | 372,186 | 230,030 | |||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | 419 | ||||||||||
Accumulated Deficit | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accumulated deficit | $ (17,653) | (19,662) | (21,685) | (22,435) | $ (17,653) | (19,662) | (19,796) | (21,787) | (19,363) | (23,079) | |
Accumulated Deficit | Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accumulated deficit | $ (51,557) | (53,580) | (60,634) | $ (51,557) | $ (51,691) | $ (53,682) | $ (51,258) | $ (58,422) | |||
Deemed dividends on preferred stock and amortization of beneficial conversion feature | (2,771) | $ (2,856) | |||||||||
Gain on redemption of preferred stock | $ 9,075 |
Recently Adopted and Issued A_2
Recently Adopted and Issued Accounting Guidance - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Accounting Changes and Error Corrections [Abstract] | ||
Operating lease right-of-use assets | $ 25,797 | $ 9,700 |
Operating lease liability | $ 27,397 | $ 10,100 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 8 years 1 month 6 days |
Minimum lease payments for leases executed but not yet commenced | $ 50.3 |
Florida | |
Lessee, Lease, Description [Line Items] | |
Minimum lease payments for leases executed but not yet commenced | $ 25 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 1 year |
Lease renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 10 years |
Lease renewal term | 5 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Remainder of 2019 | $ 1,540 | |
2020 | 4,969 | |
2021 | 5,050 | |
2022 | 4,213 | |
2023 | 4,076 | |
2024 | 4,097 | |
Thereafter | 12,705 | |
Total remaining lease payments | 36,650 | |
Less: imputed interest | (9,253) | |
Operating Lease, Liability, Total | 27,397 | $ 10,100 |
Less: current portion | (3,527) | |
Long-term portion of operating leases | $ 23,870 | |
Operating lease, weighted average remaining lease term | 8 years 1 month 6 days | |
Operating lease, weighted average discount rate (as a percent) | 6.50% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,271 | $ 4,365 |
Right of use asset obtained in exchange for operating lease liabilities | $ 19,341 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments Under Previous Guidance (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 5,247 |
2020 | 2,798 |
2021 | 1,082 |
2022 | 453 |
2023 | 92 |
Thereafter | 0 |
Total minimum lease payments | $ 9,672 |
Revenue Recognition and Contr_3
Revenue Recognition and Contractual Adjustments - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of operating segments | segment | 2 | ||
Increase in Pharma contract assets | $ 500 | ||
Pharma contract asset, increase (as a percent) | 143.00% | 143.00% | |
Increase in pharma contract liabilities | $ 500 | ||
Increase in pharma contract liabilities (as a percent) | 20.00% | ||
Capitalized contract costs | $ 1,061 | $ 1,061 | $ 921 |
Pharma contract liability, revenue recognized | 100 | 2,000 | |
Amortization of contract commissions | 300 | 900 | |
Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Capitalized contract costs | $ 100 | $ 100 | |
Capitalized contract costs (as a percent) | 15.00% | 15.00% |
Revenue Recognition and Contr_4
Revenue Recognition and Contractual Adjustments - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Contract with Customer, Asset, Net [Abstract] | ||
Current pharma contract assets | $ 234 | $ 86 |
Long-term pharma contract assets | 627 | 268 |
Total pharma contract assets | 861 | 354 |
Capitalized Contract Cost [Abstract] | ||
Current pharma capitalized commissions | 222 | 271 |
Long-term pharma capitalized commissions | 839 | 650 |
Total pharma capitalized commissions | 1,061 | 921 |
Contract with Customer, Liability [Abstract] | ||
Current pharma contract liabilities | 1,187 | 927 |
Long-term pharma contract liabilities | 1,898 | 1,652 |
Total pharma contract liabilities | $ 3,085 | $ 2,579 |
Revenue Recognition and Contr_5
Revenue Recognition and Contractual Adjustments - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 104,672 | $ 69,096 | $ 301,962 | $ 200,266 |
Clinical Services | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 92,565 | 59,449 | 267,757 | 175,960 |
Clinical Services | Client direct billing | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 53,555 | 39,779 | 155,999 | 120,925 |
Clinical Services | Commercial Insurance | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 20,956 | 10,253 | 63,052 | 28,726 |
Clinical Services | Medicare and Medicaid | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 17,818 | 8,603 | 47,961 | 25,333 |
Clinical Services | Self-Pay | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 236 | 814 | 745 | 976 |
Pharma Services | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 12,107 | $ 9,647 | $ 34,205 | $ 24,306 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - Genoptix - USD ($) $ in Thousands | Dec. 10, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Payment for business acquisition | $ 127,000 | |||
Payment for working capital adjustments | $ 2,000 | $ 2,400 | ||
Shares of common stock issued as consideration (in shares) | 1,000,000 | |||
Payment for working capital adjustments, cash portion | $ 400 | |||
Identifiable intangible assets | $ 71,792 | $ 68,329 | ||
Accounts receivable acquired | 16,600 | |||
Accounts receivable, fair value adjustment | $ 1,500 | |||
Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 54,200 | |||
Trade Name | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 700 | |||
Trademarks | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 13,400 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Shares of common stock issued as consideration (in shares) | 1,000,000 |
Acquisition - Schedule of Acqui
Acquisition - Schedule of Acquisition Date Fair Value (Details) - Genoptix $ / shares in Units, $ in Thousands | Dec. 10, 2018USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Shares of common stock issued as consideration (in shares) | shares | 1,000,000 |
Stock price per share on closing date (in dollars per share) | $ / 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 |
Acquisition - Schedule of Provi
Acquisition - Schedule of Provisional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 10 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 198,571 | $ 197,892 | ||
Genoptix | ||||
Business Acquisition [Line Items] | ||||
Current assets | 24,429 | $ 22,172 | ||
Measurement period adjustments, current assets | 2,257 | |||
Property and equipment | 20,601 | 21,029 | ||
Measurement period adjustments, property and equipment | (428) | |||
Identifiable intangible assets | 68,329 | 71,792 | ||
Measurement period adjustments, identifiable intangible assets | (3,463) | |||
Goodwill | 51,552 | 50,873 | ||
Measurement period adjustments, goodwill | 679 | |||
Long-term assets | 170 | 170 | ||
Measurement period adjustments, long-term assets | 0 | |||
Total assets acquired | 165,081 | 166,036 | ||
Measurement period adjustments, total assets acquired | (955) | |||
Current liabilities | (11,661) | (10,769) | ||
Measurement period adjustments, current liabilities | (892) | |||
Long-term liabilities | (14,983) | (15,265) | ||
Measurement period adjustments, long-term liabilities | 282 | |||
Net assets acquired | 138,437 | 140,002 | ||
Measurement period adjustments, net assets acquired | $ (1,565) | |||
Deferred tax liabilities | $ 14,700 | |||
Measurement period adjustments, deferred tax liabilities | $ 12,900 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - Genoptix $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 274,609 |
Net loss | (1,164) |
Net income available to common shareholders | $ 2,284 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 10 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 198,571 | $ 198,571 | $ 198,571 | $ 197,892 | |||
Amortization of intangibles | 2,400 | $ 1,400 | 7,482 | $ 4,255 | |||
Genoptix | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 51,552 | $ 51,552 | 51,552 | $ 50,873 | |||
Measurement period adjustments, goodwill | $ 679 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total cost of intangibles | $ 156,424 | $ 159,887 |
Accumulated Amortization | 27,340 | 19,858 |
Finite-lived intangibles, net | 115,637 | |
Intangible assets, net | 129,084 | 140,029 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trade Name - Indefinite-lived | 13,447 | 14,559 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 3,679 | 3,675 |
Accumulated Amortization | 3,552 | 3,042 |
Finite-lived intangibles, net | $ 127 | $ 633 |
Non-Compete Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
Cost | $ 27 | $ 27 |
Accumulated Amortization | 27 | 18 |
Finite-lived intangibles, net | $ 0 | $ 9 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 180 months | 180 months |
Cost | $ 139,271 | $ 141,626 |
Accumulated Amortization | 23,761 | 16,798 |
Finite-lived intangibles, net | $ 115,510 | $ 124,828 |
Minimum | Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 12 months | 12 months |
Maximum | Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2019 | $ 2,448 |
2020 | 9,285 |
2021 | 9,285 |
2022 | 9,285 |
2023 | 9,285 |
Thereafter | 76,049 |
Total | $ 115,637 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Financing obligations | $ 9,732 | $ 11,548 |
Total debt | 109,732 | 113,298 |
Less: Debt issuance costs | (723) | (997) |
Less: Current portion of long-term debt and financing obligations | (12,000) | (14,171) |
Long-term debt, net | 97,009 | 98,130 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 100,000 | 96,750 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 5,000 |
Debt - Narrative (Detail)
Debt - Narrative (Detail) - USD ($) | Jun. 27, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 21, 2018 | Dec. 22, 2016 |
Line of Credit Facility [Line Items] | ||||||||
Long-term outstanding borrowings | $ 0 | $ 5,000,000 | $ 0 | |||||
Debt issuance costs | 723,000 | $ 997,000 | 723,000 | |||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (1,018,000) | $ 0 | ||||
Debt instrument, weighted average interest rates | 4.67% | 4.56% | 4.67% | |||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 75,000,000 | |||||||
Line of credit facility, swingline sublimit | 10,000,000 | |||||||
Proceeds from issuance of debt | $ 5,000,000 | |||||||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term outstanding borrowings | 87,900,000 | |||||||
Debt instrument, percentage of net cash proceeds from sales and dispositions subject to certain reinvestment rights | 100.00% | 100.00% | ||||||
Debt instrument, percentage of net cash proceeds from issuances or incurrence of additional debt to be used for mandatory prepayment | 100.00% | 100.00% | ||||||
Debt Instrument, maximum borrowing capacity | $ 30,000,000 | $ 75,000,000 | ||||||
Debt instrument, percentage of excess cash flow to be used for mandatory prepayment starting next fiscal year | 75.00% | 75.00% | ||||||
Debt instrument covenant leverage ratio | 325.00% | |||||||
Debt instrument, step-down percentage | 50.00% | 50.00% | ||||||
Debt instrument, percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment | 100.00% | 100.00% | ||||||
Term Loan | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 275.00% | |||||||
Term Loan | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 325.00% | |||||||
Term Loan | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument variable interest rate | 0.50% | |||||||
Term Loan | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument variable interest rate | 1.00% | |||||||
Term Loan | LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 2.25% | |||||||
Term Loan | LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 4.00% | |||||||
Term Loan | Base Rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 1.25% | |||||||
Term Loan | Base Rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 3.00% | |||||||
New Credit Agreement | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument variable interest rate | 0.50% | |||||||
New Credit Agreement | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument variable interest rate | 1.00% | |||||||
New Credit Agreement | LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 1.25% | |||||||
New Credit Agreement | LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 2.25% | |||||||
New Credit Agreement | Base Rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 0.25% | |||||||
New Credit Agreement | Base Rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument applicable margin | 1.25% | |||||||
New Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 100,000,000 | |||||||
Line of credit facility, swingline sublimit | $ 10,000,000 | |||||||
Commitment fee (as a percent) | 0.25% | |||||||
New Credit Agreement | Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee (as a percent) | 0.15% | |||||||
New Credit Agreement | Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee (as a percent) | 0.35% | |||||||
New Credit Agreement | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 100,000,000 | |||||||
Annual principal amortization, year one (as a percent) | 5.00% | |||||||
Annual principal amortization, year two (as a percent) | 5.00% | |||||||
Annual principal amortization, year three (as a percent) | 7.50% | |||||||
Annual principal amortization, year four (as a percent) | 7.50% | |||||||
Annual principal amortization, thereafter (as a percent) | 10.00% | |||||||
Line of credit facility, outstanding borrowings | $ 6,300,000 | $ 6,300,000 | ||||||
Long-term outstanding borrowings | 93,700,000 | 93,700,000 | ||||||
Debt issuance costs | $ 700,000 | $ 700,000 | ||||||
Debt instrument, percentage of net cash proceeds from sales and dispositions subject to certain reinvestment rights | 100.00% | 100.00% | ||||||
Debt instrument, percentage of net cash proceeds from issuances or incurrence of additional debt to be used for mandatory prepayment | 100.00% | 100.00% | ||||||
New Credit Agreement | Delayed Draw Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 50,000,000 | |||||||
Prior Financing Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loss on extinguishment of debt | $ 1,000,000 | |||||||
Prior Financing Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, outstanding borrowings | 5,000,000 | |||||||
Prior Financing Agreement | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, outstanding borrowings | $ 7,900,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Less: Debt issuance costs | $ (723) | $ (997) |
Finance Obligations | ||
Less: Current portion of long-term debt | (5,750) | |
Long-term portion of finance lease obligations | 3,982 | |
Total Long-Term Debt | ||
2019 | 4,167 | |
2020 | 10,270 | |
2021 | 8,705 | |
2022 | 7,840 | |
2023 | 8,750 | |
2024 | 70,000 | |
Long-term debt and finance obligations, including current maturities | 109,732 | |
Less: Current portion of long-term debt | (12,000) | (14,171) |
Long-term debt, net | 97,009 | $ 98,130 |
Term Loan | ||
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Remainder of 2019 | 2,500 | |
2020 | 5,000 | |
2021 | 6,250 | |
2022 | 7,500 | |
2023 | 8,750 | |
2024 | 70,000 | |
Long-term Debt | 100,000 | |
Less: Current portion of long-term debt | (6,250) | |
Less: Debt issuance costs | (723) | |
Long-term debt, net | 93,027 | |
Financing Obligations | ||
Finance Obligations | ||
Remainder of 2019 | 1,667 | |
2020 | 5,270 | |
2021 | 2,455 | |
2022 | 340 | |
2023 | 0 | |
2024 | 0 | |
Finance obligations, due | 9,732 | |
Less: Current portion of long-term debt | (5,750) | |
Long-term portion of finance lease obligations | $ 3,982 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Hedge December 2016 | |||
Derivative [Line Items] | |||
Total notional amount | $ 50,000,000 | $ 50,000,000 | |
Fixed interest rate | 1.59% | 1.59% | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Hedge June 2018 | |||
Derivative [Line Items] | |||
Total notional amount | $ 20,000,000 | $ 20,000,000 | |
Fixed interest rate | 2.98% | 2.98% | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount increase upon maturity | $ 70,000,000 | ||
Other Noncurrent Assets | Interest Rate Swap | |||
Derivative [Line Items] | |||
Fair value of derivative instrument | $ 40,000 | $ 480,000 | |
Other Noncurrent Liabilities | Interest Rate Swap | |||
Derivative [Line Items] | |||
Fair value of derivative instrument | $ 900,000 | $ 2,300,000 |
Class A Redeemable Convertibl_2
Class A Redeemable Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2018 | Jun. 24, 2018 | Dec. 22, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 30, 2015 |
Temporary Equity [Line Items] | ||||||||||||||
Redemption of preferred stock | $ 0 | $ 50,096 | ||||||||||||
Gain on redemption of preferred stock | $ 0 | $ 0 | $ 9,075 | $ 0 | $ 9,075 | |||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Temporary equity, shares issued | 14,666,667 | |||||||||||||
Temporary equity, face value (in dollars per share) | $ 7.50 | $ 7.50 | ||||||||||||
Temporary equity, liquidation value | $ 49,500 | $ 110,000 | ||||||||||||
Temporary equity shares redemption (in shares) | 8,066,667 | |||||||||||||
Temporary equity redemption amount | $ 55,000 | |||||||||||||
Temporary equity, redemption per share (in dollars per share) | $ 7.30 | $ 6.82 | ||||||||||||
Redemption discounts percentage | 4.55% | 9.09% | ||||||||||||
Temporary equity, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 6,864,000 | 6,864,000 | ||||
Redemption of preferred stock | $ 50,100 | |||||||||||||
Additional amount per share added for accrued and unpaid dividends (in dollars per share) | $ 0.14 | |||||||||||||
Gain on redemption of preferred stock | $ 9,100 | $ 0 | ||||||||||||
Temporary equity, carrying amount | 37,800 | |||||||||||||
Temporary equity, recognized amount of beneficial conversion feature | $ (21,300) | |||||||||||||
Temporary equity, fair value | $ 32,900 | $ 73,200 | ||||||||||||
Temporary equity issued, price per share (in dollars per share) | $ 4.99 | $ 4.99 | ||||||||||||
Temporary equity issue discount | $ 16,600 | $ 36,800 | ||||||||||||
Temporary equity, value of beneficial conversion feature | $ 20,100 | $ 44,700 | ||||||||||||
Temporary equity, beneficial conversion feature, recognition period (in years) | 3 years | |||||||||||||
Series A Redeemable Convertible Preferred Stock | Payment In Kind Period Two | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Temporary equity, shares issued | 264,000 |
Equity - Narrative (Detail)
Equity - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2019 | May 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock compensation expense (gain) | $ 3,300 | $ 1,100 | $ 7,700 | $ 5,000 | ||||||
Unrecognized stock-based compensation cost | 5,700 | $ 5,700 | ||||||||
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 1 year 4 months 13 days | |||||||||
Common stock issuance ESPP Plan | $ 564 | $ 653 | $ 419 | $ 267 | $ 231 | $ 267 | ||||
Working capital adjustment, return of shares (in shares) | 99,254 | |||||||||
Issuance of common stock, net | $ 10,132 | $ 6,535 | ||||||||
Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee stock purchase plan, discount rate (as a percent) | 15.00% | |||||||||
Common stock issuance ESPP Plan (in shares) | 28,672 | 21,100 | 101,959 | 87,288 | ||||||
Common stock issuance ESPP Plan | $ 100 | $ 100 | $ 400 | $ 200 | ||||||
Public Stock Offering | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares issued in offering | 8,050,000 | |||||||||
Sale of stock (in dollars per share) | $ 21.25 | |||||||||
Issuance of common stock, net | $ 171,100 | |||||||||
Consideration received from offering | 160,800 | |||||||||
Payments of stock issuance costs | $ 10,300 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended |
Sep. 30, 2019 | |
Number of shares | |
Beginning balance (in shares) | 6,839,417 |
Options granted (in shares) | 943,345 |
Less: | |
Options exercised (in shares) | 1,439,869 |
Options canceled or expired (in shares) | 174,927 |
Ending balance (in shares) | 6,167,966 |
Exercisable at September 30, 2019 (in shares) | 2,995,419 |
Weighted Average Exercise Price | |
Weighted average exercise price, beginning balance (in dollars per share) | $ 7.63 |
Weighted average exercise price, granted (in dollars per share) | 19.74 |
Less: | |
Weighted average exercise price, exercised (in dollars per share) | 6.58 |
Weighted average exercise price, canceled or expired (in dollars per share) | 13.15 |
Weighted average exercise price, ending balance (in dollars per share) | 9.56 |
Weighted average exercise price, exercisable, ending balance (in dollars per share) | $ 7.20 |
Equity - Fair Value of Each Sto
Equity - Fair Value of Each Stock Option Award Granted (Detail) | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (%) | 2.50% |
Dividend yield (%) | 0.00% |
Weighted average fair value/share at grant date (in dollars per share) | $ 5.76 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years |
Expected volatility (%) | 38.90% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years 6 months |
Expected volatility (%) | 44.00% |
Equity - Summary of Restricted
Equity - Summary of Restricted Stock Activity (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 282,508 |
Granted (in shares) | shares | 227,188 |
Vested (in shares) | shares | (121,801) |
Forfeited (in shares) | shares | (51,389) |
Ending balance (in shares) | shares | 336,506 |
Weighted average price | |
Beginning balance (in dollars per share) | $ / shares | $ 9.01 |
Granted (in dollars per share) | $ / shares | 19.91 |
Vested (in dollars per share) | $ / shares | 9.60 |
Forfeited (in dollars per share) | $ / shares | 11.72 |
Ending balance (in dollars per share) | $ / shares | $ 15.75 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate (as a percent) | (41.30%) |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - Health Discovery Corporation Case - USD ($) $ in Millions | Apr. 25, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Milestone and Royalty Payment | |||
Contractual Obligation [Line Items] | |||
Amount awarded to HDC | $ 1.5 | ||
Lack of Development and Commercialization | |||
Contractual Obligation [Line Items] | |||
Amount awarded to HDC | $ 5.1 | $ 6.7 | |
Loss contingency accrual | $ 4.9 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) | Jun. 06, 2019 | May 06, 2019 | Jun. 01, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Related Party Transaction [Line Items] | |||||||
Options granted (in shares) | 943,345 | ||||||
Options granted, price (in dollars per share) | $ 19.74 | ||||||
Executive Vice President | |||||||
Related Party Transaction [Line Items] | |||||||
Related party retainer compensation | $ 5,000 | ||||||
Fees for performing duties | $ 15,750 | $ 38,000 | $ 76,250 | $ 125,000 | |||
Related party transaction compensation for services on board | $ 13,125 | $ 12,500 | $ 38,125 | $ 37,500 | |||
Options granted (in shares) | 4,269 | 3,017 | |||||
Options granted, price (in dollars per share) | $ 22.52 | $ 11.60 | |||||
Fair market value of options granted (in dollars per share) | $ 8.14 | $ 3.74 | |||||
Restricted Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Restricted stock granted (in shares) | 227,188 | ||||||
Restricted stock granted, fair value (in dollars per share) | $ 19.91 | ||||||
Restricted Stock | Executive Vice President | |||||||
Related Party Transaction [Line Items] | |||||||
Restricted stock granted (in shares) | 3,419 | 6,897 | |||||
Restricted stock granted, fair value (in dollars per share) | $ 22.52 | $ 11.60 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||||||
Number of operating segments | segment | 2 | |||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenue | $ 104,672 | $ 69,096 | $ 301,962 | $ 200,266 | ||||
Total Cost of Revenue | 53,840 | 36,775 | 155,049 | 110,111 | ||||
GROSS PROFIT | 50,832 | 32,321 | 146,913 | 90,155 | ||||
General and administrative | 33,054 | 21,055 | 94,773 | 59,106 | ||||
Research and development | 2,611 | 446 | 6,407 | 2,475 | ||||
Sales and marketing | 11,508 | 6,900 | 35,048 | 21,355 | ||||
Total operating expenses | 47,173 | 28,401 | 136,228 | 82,936 | ||||
INCOME FROM OPERATIONS | 3,659 | 3,920 | 10,685 | 7,219 | ||||
Interest expense, net | 203 | 1,873 | 3,333 | 4,766 | ||||
Other (income) expense | (35) | (30) | 5,124 | 31 | ||||
Loss on extinguishment of debt | 0 | 0 | 1,018 | 0 | ||||
Income before taxes | 3,491 | 2,077 | 1,210 | 2,422 | ||||
Income tax expense (benefit) | 1,348 | 54 | (500) | 135 | ||||
NET INCOME | 2,143 | $ 1,991 | $ (2,424) | 2,023 | $ (380) | $ 644 | 1,710 | 2,287 |
Clinical Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenue | 92,565 | 59,449 | 267,757 | 175,960 | ||||
Total Cost of Revenue | 47,526 | 31,509 | 136,557 | 94,586 | ||||
GROSS PROFIT | 45,039 | 27,940 | 131,200 | 81,374 | ||||
Pharma Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenue | 12,107 | 9,647 | 34,205 | 24,306 | ||||
Total Cost of Revenue | 6,314 | 5,266 | 18,492 | 15,525 | ||||
GROSS PROFIT | $ 5,793 | $ 4,381 | $ 15,713 | $ 8,781 |
Uncategorized Items - neo-20190
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 35,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,130,000 |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,095,000) |