Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 9490 NeoGenomics Way, | |
Entity Address, City or Town | Fort Myers, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33912 | |
City Area Code | (239) | |
Local Phone Number | 768-0600 | |
Title of 12(b) Security | Common stock ($0.001 par value) | |
Trading Symbol | NEO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 127,711,930 | |
Entity Central Index Key | 0001077183 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 331,914 | $ 342,488 |
Marketable securities, at fair value | 52,916 | 72,715 |
Accounts receivable, net | 140,279 | 131,227 |
Inventories | 20,320 | 24,156 |
Prepaid assets | 19,155 | 17,987 |
Other current assets | 9,312 | 8,239 |
Total current assets | 573,896 | 596,812 |
Property and equipment (net of accumulated depreciation of $167,584 and $158,211, respectively) | 87,865 | 92,012 |
Operating lease right-of-use assets | 86,578 | 91,769 |
Intangible assets, net | 364,764 | 373,128 |
Goodwill | 522,766 | 522,766 |
Other assets | 4,470 | 4,742 |
Total non-current assets | 1,066,443 | 1,084,417 |
Total assets | 1,640,339 | 1,681,229 |
Current liabilities | ||
Accounts payable | 18,336 | 20,334 |
Accrued compensation | 34,609 | 53,161 |
Accrued expenses and other liabilities | 18,134 | 15,069 |
Current portion of operating lease liabilities | 4,487 | 5,610 |
Contract liabilities | 1,144 | 2,130 |
Total current liabilities | 76,710 | 96,304 |
Long-term liabilities | ||
Convertible senior notes, net | 538,923 | 538,198 |
Operating lease liabilities | 64,773 | 67,871 |
Deferred income tax liabilities, net | 23,490 | 24,285 |
Other long-term liabilities | 13,033 | 13,034 |
Total long-term liabilities | 640,219 | 643,388 |
Total liabilities | 716,929 | 739,692 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 127,434,786 and 127,369,142 shares issued and outstanding, respectively) | 127 | 127 |
Additional paid-in capital | 1,198,729 | 1,190,139 |
Accumulated other comprehensive loss | (1,330) | (1,674) |
Accumulated deficit | (274,116) | (247,055) |
Total stockholders’ equity | 923,410 | 941,537 |
Total liabilities and stockholders’ equity | $ 1,640,339 | $ 1,681,229 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 167,584 | $ 158,211 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 127,434,786 | 127,369,142 |
Common stock, shares outstanding (in shares) | 127,434,786 | 127,369,142 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total net revenue | $ 156,240 | $ 137,220 |
COST OF REVENUE | 90,771 | 82,406 |
GROSS PROFIT | 65,469 | 54,814 |
Operating expenses: | ||
General and administrative | 65,797 | 61,549 |
Research and development | 7,620 | 7,395 |
Sales and marketing | 20,221 | 16,259 |
Restructuring charges | 2,398 | 4,684 |
Total operating expenses | 96,036 | 89,887 |
LOSS FROM OPERATIONS | (30,567) | (35,073) |
Interest income | (4,834) | (3,224) |
Interest expense | 1,685 | 1,757 |
Other expense (income), net | 263 | 114 |
Loss before taxes | (27,681) | (33,720) |
Income tax benefit | (620) | (2,925) |
NET LOSS | $ (27,061) | $ (30,795) |
NET LOSS PER SHARE | ||
Basic (in dollars per share) | $ (0.21) | $ (0.25) |
Diluted (in dollars per share) | $ (0.21) | $ (0.25) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in shares) | 126,111 | 125,026 |
Diluted (in shares) | 126,111 | 125,026 |
Clinical Services | ||
Total net revenue | $ 134,535 | $ 114,869 |
COST OF REVENUE | 76,844 | 67,292 |
GROSS PROFIT | 57,691 | 47,577 |
Advanced Diagnostics | ||
Total net revenue | 21,705 | 22,351 |
COST OF REVENUE | 13,927 | 15,114 |
GROSS PROFIT | $ 7,778 | $ 7,237 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
NET LOSS | $ (27,061) | $ (30,795) |
OTHER COMPREHENSIVE GAIN: | ||
Net unrealized gain on marketable securities, net of tax | 344 | 1,065 |
Total other comprehensive gain, net of tax | 344 | 1,065 |
COMPREHENSIVE LOSS | $ (26,717) | $ (29,730) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 126,913,992 | ||||
Beginning balance at Dec. 31, 2022 | $ 998,023 | $ 127 | $ 1,160,882 | $ (3,899) | $ (159,087) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for ESPP (in shares) | 96,733 | ||||
Issuance of common stock for ESPP | 811 | 811 | |||
Issuance of restricted stock, net of forfeitures (in shares) | 114,738 | ||||
Issuance of restricted stock, net of forfeitures | (147) | (147) | |||
Issuance of common stock for stock options (in shares) | 75,028 | ||||
Issuance of common stock for stock options | 751 | 751 | |||
Stock issuance fees and expenses | (4) | (4) | |||
Stock-based compensation expense | 4,758 | 4,758 | |||
Net unrealized gain on marketable securities, net of tax | 1,065 | 1,065 | |||
Net loss | (30,795) | (30,795) | |||
Ending balance (in shares) at Mar. 31, 2023 | 127,200,491 | ||||
Ending balance at Mar. 31, 2023 | $ 974,462 | $ 127 | 1,167,051 | (2,834) | (189,882) |
Beginning balance (in shares) at Dec. 31, 2023 | 127,369,142 | 127,369,142 | |||
Beginning balance at Dec. 31, 2023 | $ 941,537 | $ 127 | 1,190,139 | (1,674) | (247,055) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for ESPP (in shares) | 70,278 | ||||
Issuance of common stock for ESPP | 917 | 917 | |||
Issuance of restricted stock, net of forfeitures (in shares) | (17,398) | ||||
Issuance of restricted stock, net of forfeitures | $ (199) | (199) | |||
Issuance of common stock for stock options (in shares) | 12,764 | 12,764 | |||
Issuance of common stock for stock options | $ 102 | 102 | |||
Stock issuance fees and expenses | (4) | (4) | |||
Stock-based compensation expense | 7,774 | 7,774 | |||
Net unrealized gain on marketable securities, net of tax | 344 | 344 | |||
Net loss | $ (27,061) | (27,061) | |||
Ending balance (in shares) at Mar. 31, 2024 | 127,434,786 | 127,434,786 | |||
Ending balance at Mar. 31, 2024 | $ 923,410 | $ 127 | $ 1,198,729 | $ (1,330) | $ (274,116) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (27,061) | $ (30,795) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9,905 | 9,048 |
Amortization of intangibles | 8,362 | 8,783 |
Non-cash stock-based compensation | 7,774 | 4,758 |
Non-cash operating lease expense | 2,401 | 2,330 |
Amortization of convertible debt discount | 678 | 669 |
Amortization of debt issue costs | 47 | 46 |
Impairment of assets | 145 | 923 |
Other adjustments | (57) | (31) |
Changes in assets and liabilities, net | ||
Accounts receivable, net | (9,052) | 870 |
Inventories | 3,836 | (200) |
Prepaid and other assets | (1,976) | (1,187) |
Operating lease liabilities | (1,432) | (1,722) |
Deferred income tax liabilities, net | (795) | (3,035) |
Accrued compensation | (18,552) | (7,250) |
Accounts payable and other liabilities | (138) | 4,101 |
Net cash used in operating activities | (25,915) | (12,692) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of marketable securities | 0 | (6,756) |
Proceeds from maturities of marketable securities | 20,110 | 40,425 |
Purchases of property and equipment | (5,585) | (9,927) |
Net cash provided by investing activities | 14,525 | 23,742 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of equipment financing obligations | 0 | (32) |
Issuance of common stock, net | 816 | 1,411 |
Net cash provided by financing activities | 816 | 1,379 |
Net change in cash and cash equivalents | (10,574) | 12,429 |
Cash and cash equivalents, beginning of period | 342,488 | 263,180 |
Cash and cash equivalents, end of period | 331,914 | 275,609 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 431 | 432 |
Income taxes paid, net | 89 | 0 |
Supplemental disclosure of non-cash investing and financing information: | ||
Purchases of property and equipment included in accounts payable | $ 831 | $ 1,174 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business NeoGenomics, Inc., a Nevada corporation (the “Company,” or “NeoGenomics”), and its subsidiaries provide a wide range of oncology diagnostic testing and consultative services which includes technical laboratory services and professional interpretation of laboratory test results by licensed physicians who specialize in pathology and oncology. The Company operates a network of cancer-focused testing laboratories in the United States and the United Kingdom. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying interim Consolidated Financial Statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements. The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, except for new accounting standards discussed under Recent Accounting Pronouncements. Unaudited Interim Financial Information 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 unaudited 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, 2023. 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. Use of Estimates The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited, to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation, impairment analysis of goodwill, and restructuring reserves. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate. Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel in the Clinical Services segment. Advertising costs are expensed at the time they are incurred and were immaterial for the three months ended March 31, 2024 and 2023. Restructuring charges Restructuring charges relate to a restructuring program to improve execution and drive efficiency across the organization. Restructuring charges consist of severance and other employee costs, costs for optimizing the Company’s geographic presence, and consulting and other costs. For further details on the Company’s restructuring activities, please refer to Note 8. Restructuring. Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires entities to consistently categorize and provide greater disaggregation of information in the rate reconciliation and to further disaggregate income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 may be applied retrospectively or prospectively. The Company is currently evaluating the planned adoption date and the impact of this standard on its annual disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires entities to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (CODM) and included in each reported measure of segment profit or loss and requires disclosure of other segment items by reportable segment and a description of its composition. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the planned adoption date and the impact of this standard on its annual disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company measures certain financial assets at fair value on a recurring basis, including its marketable securities and certain cash equivalents. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the Consolidated Balance Sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets and are included in cash and cash equivalents on the Consolidated Balance Sheets. The marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third-party pricing entities, except for U.S. Treasury securities which are valued based on quoted market prices in active markets. The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of the Company’s marketable securities accounted for as available-for-sale securities as of March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 7,490 $ — $ (13) $ 7,477 Agency bonds 2,471 — (45) 2,426 Municipal bonds 12,658 — (518) 12,140 Asset-backed securities 3,119 — (5) 3,114 Corporate bonds 28,322 — (563) 27,759 Total $ 54,060 $ — $ (1,144) $ 52,916 December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 15,437 $ — $ (64) $ 15,373 Yankee bonds 2,601 — (13) 2,588 Agency bonds 6,056 — (56) 6,000 Municipal bonds 12,694 — (597) 12,097 Asset-backed securities 4,971 — (37) 4,934 Corporate bonds 32,442 — (719) 31,723 Total $ 74,201 $ — $ (1,486) $ 72,715 The Company had $1.6 million and $1.7 million of accrued interest receivable at March 31, 2024 and December 31, 2023, respectively, included in other current assets on its Consolidated Balance Sheets related to its marketable securities. There were no realized gains or losses on marketable securities for the three months ended March 31, 2024 and 2023. The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 7,477 $ — $ — $ 7,477 Agency bonds 2,426 — — 2,426 Municipal bonds 6,417 5,723 — 12,140 Asset-backed securities 3,114 — — 3,114 Corporate bonds 22,026 5,733 — 27,759 Total $ 41,460 $ 11,456 $ — $ 52,916 December 31, 2023 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 15,373 $ — $ — $ 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 3,528 8,569 — 12,097 Asset-backed securities 4,934 — — 4,934 Corporate bonds 23,062 8,661 — 31,723 Total $ 55,485 $ 17,230 $ — $ 72,715 The following tables set forth the Company’s cash equivalents and marketable securities accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 324,772 $ — $ — $ 324,772 Marketable securities: U.S. Treasury securities 7,477 — — 7,477 Agency bonds 2,426 — — 2,426 Municipal bonds 12,140 — — 12,140 Asset-backed securities — 3,114 — 3,114 Corporate bonds — 27,759 — 27,759 Total $ 346,815 $ 30,873 $ — $ 377,688 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 334,762 $ — $ — $ 334,762 Marketable securities: U.S. Treasury securities 15,373 — — 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 12,097 — — 12,097 Asset-backed securities — 4,934 — 4,934 Corporate bonds — 31,723 — 31,723 Total $ 370,820 $ 36,657 $ — $ 407,477 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three months ended March 31, 2024 and 2023. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The carrying value of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, are considered reasonable estimates of their respective fair values at March 31, 2024 and December 31, 2023 due to their short-term nature. The Company also measures certain non-financial assets at fair value on a nonrecurring basis, primarily intangible assets, goodwill, and long-lived assets in connection with periodic evaluations for potential impairment. The Company estimates the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the carrying amounts of goodwill by segment at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Clinical Services $ 458,782 $ 458,782 Advanced Diagnostics 63,984 63,984 Total $ 522,766 $ 522,766 Intangible assets consisted of the following (in thousands): March 31, 2024 Amortization Cost Accumulated Net Customer Relationships 7 - 15 $ 143,101 $ 68,007 $ 75,094 Developed Technology 10 - 15 310,226 59,768 250,458 Marketing Assets 4 549 411 138 Trademarks 15 31,473 5,846 25,627 Trade Name 2.5 2,584 2,584 — Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 136,616 $ 364,764 December 31, 2023 Amortization Cost Accumulated Net Customer Relationships 7 - 15 $ 143,101 $ 65,534 $ 77,567 Developed Technology 10 - 15 310,226 54,438 255,788 Marketing Assets 4 549 376 173 Trademarks 15 31,473 5,321 26,152 Trade Name 2.5 2,584 2,583 1 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 128,252 $ 373,128 The Company records amortization expense within cost of revenue and general and administrative expense on the Consolidated Statement of Operations. The following table summarizes the amortization expense for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Amortization of intangibles included in cost of revenue $ 4,910 $ 4,853 Amortization of intangibles included in general and administrative expenses 3,452 3,930 Total amortization of intangibles $ 8,362 $ 8,783 The estimated amortization expense related to amortizable intangible assets for each of the following periods as of March 31, 2024 is as follows (in thousands): Remainder of 2024 $ 25,085 2025 33,343 2026 33,308 2027 32,758 2028 32,758 Thereafter 194,065 Total $ 351,317 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2028 Convertible Senior Notes On January 11, 2021, the Company completed the sale of $345.0 million of Convertible Senior Notes with a stated interest rate of 0.25% and a maturity date of January 15, 2028 (the “2028 Convertible Notes”), unless earlier converted, redeemed, or repurchased. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended December 31, 2023. Based on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the first quarter of 2024. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2024. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the second quarter of 2024. The value of the 2028 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $15.72 on March 28, 2024. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,500 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2024. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,500 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2023. The effective interest rate on the 2028 Convertible Notes is 0.70%, which includes the interest on the 2028 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 Convertible Notes bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021. At March 31, 2024, the estimated fair value (Level 2) of the 0.25% Convertible Senior Notes due 2028 was $275.1 million. At December 31, 2023, the estimated fair value (Level 2) of the 0.25% Convertible Senior Notes due 2028 was $262.4 million. 2025 Convertible Senior Notes On May 4, 2020, the Company completed the sale of $201.3 million of Convertible Senior Notes with a stated interest rate of 1.25% and a maturity date of May 1, 2025 (the “2025 Convertible Notes”), unless earlier converted, redeemed, or repurchased. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended December 31, 2023. Based on the terms of the 2025 Convertible Notes, the holders could not have converted all or a portion of their 2025 Convertible Notes in the first quarter of 2024. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2024. Based on the terms of the 2025 Convertible Notes, the holders cannot convert all or a portion of their 2025 Convertible Notes in the second quarter of 2024. The value of the 2025 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $15.72 on March 28, 2024. The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $38,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2024. The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $37,600 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2023. The effective interest rate on the 2025 Convertible Notes is 1.96%, which includes the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bear interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded stock-based compensation on the Consolidated Statement of Operations for the three months ended March 31, 2024 and 2023 as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 395 $ — General and administrative 6,663 4,758 Research and development 171 — Sales and marketing 545 — Total stock-based compensation $ 7,774 $ 4,758 Stock Options A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Weighted Average Exercise Price Outstanding at December 31, 2023 4,381,099 $ 15.87 Granted 634,134 $ 16.39 Exercised (12,764) $ 7.97 Forfeited (30,382) $ 19.79 Outstanding at March 31, 2024 4,972,087 $ 19.97 Exercisable at March 31, 2024 1,241,392 $ 19.97 The fair value of each stock option award granted during the three months ended March 31, 2024 was estimated as of the grant date using a Black-Scholes model with the following assumptions: Three Months Ended Expected term (in years) 5.5 - 6.5 Risk-free interest rate (%) 3.8% - 4.2% Expected volatility (%) 55.6% - 62.8% Dividend yield (%) — Weighted average grant date fair value per share $9.77 As of March 31, 2024, there was approximately $15.8 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.7 years. Restricted Stock Awards A summary of the restricted stock activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 1,961,919 $ 13.83 Granted 378,996 $ 16.40 Vested (47,338) $ 11.89 Forfeited (9,008) $ 13.85 Nonvested at March 31, 2024 2,284,569 $ 14.29 As of March 31, 2024, there was approximately $17.9 million of unrecognized stock-based compensation expense related to restricted stock that will be recognized over a weighted-average period of approximately 1.8 years. Performance-Based Restricted Stock Units In the first quarter of 2024, the Company granted 179,333 PSUs subject to a performance condition and 179,333 PSUs subject to a market condition with an aggregate grant date fair value of approximately $3.0 million and $3.4 million, respectively. The number of shares awarded will be subject to adjustment based on the achievement of the applicable performance targets. If the performance targets are achieved, the awards will vest at the end of the three-year requisite service period so long as the employee remains employed with the Company through the applicable vesting dates. For PSUs subject to a performance condition, compensation cost is recognized straight-line over the requisite service period if the achievement of the performance condition is probable. As of March 31, 2024, the Company has determined it is probable that the performance condition will be met. For PSUs subject to a market condition, compensation cost is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied. A summary of the PSU activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 305,105 $ 21.83 Granted 358,666 $ 17.64 Vested — $ — Forfeited — $ — Nonvested at March 31, 2024 663,771 $ 19.56 The fair value of each PSU granted subject to a market condition during the three months ended March 31, 2024 was estimated as of the grant date using a Monte Carlo simulation with the following assumptions: Three Months Ended Expected term (in years) 3.0 Risk-free interest rate (%) 4.5% Expected volatility (%) 72.2% Dividend yield (%) — Weighted average grant date fair value per share $18.82 As of March 31, 2024, there was approximately $10.8 million of unrecognized stock-based compensation expense related to nonvested PSUs that will be recognized over a weighted-average period of approximately 2.6 years. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s two reportable segments for which it recognizes revenue are (1) Clinical Services and (2) Advanced Diagnostics. The Clinical Services segment provides various clinical testing services to community-based pathology practices, oncology practices, hospital pathology labs, reference labs, and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government payers, and patients. The Advanced Diagnostics 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 an electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including 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. Advanced Diagnostics Revenue The Company’s Advanced Diagnostics segment generally enters into contracts with pharmaceutical and biotech customers as well as other CROs to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed. Additional offerings within the Advanced Diagnostics portfolio includes Informatics, which involves the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data. Informatics revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis, and contract terms generally provide for payments based on a unit-of-service arrangement. Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding receivable is recorded. Additionally, Advanced Diagnostics incurs sales commissions in the process of obtaining contracts with customers. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. For offerings with primarily short-term contracts, such as Informatics, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets. Most contracts are terminable by the customers, 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): March 31, 2024 December 31, 2023 Current contract assets (1) $ 236 $ 37 Long-term contract assets (2) — — Total contract assets $ 236 $ 37 Current capitalized commissions (1) $ 810 $ 935 Long-term capitalized commissions (2) 98 53 Total capitalized commissions $ 908 $ 988 Current contract liabilities $ 1,144 $ 2,130 Long-term contract liabilities (3) — — Total contract liabilities $ 1,144 $ 2,130 (1) Recorded within other current assets on the Consolidated Balance Sheets. (2) Recorded within other assets on the Consolidated Balance Sheets. (3) Recorded within other long-term liabilities on the Consolidated Balance Sheets. Revenue recognized related to contract liability balances outstanding at the beginning of the period was $1.1 million and $1.8 million for the three months ended March 31, 2024 and 2023, respectively. Amortization of capitalized commissions was $0.3 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. Disaggregation of Revenue The Company considered various factors for both its Clinical Services and Advanced Diagnostics 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. Clinical Services categories align with the types of customers due to similarities of billing method, level of reimbursement, and timing of cash receipts. Unbilled amounts are accrued and allocated to payer categories based on historical experience. In future periods actual billings by payer category may differ from accrued amounts. Advanced Diagnostics relate to contracts with large pharmaceutical and biotech customers as well as other CROs. Because the nature, timing, and uncertainty of revenue and cash flows are similar and primarily driven by individual contract terms, Advanced Diagnostics revenue is not further disaggregated. The following table details the disaggregation of revenue for both the Clinical Services and Advanced Diagnostics segments (in thousands): Three Months Ended March 31, 2024 2023 Clinical Services: Client direct billing $ 90,483 $ 76,823 Commercial Insurance 23,604 21,355 Medicare and Medicaid 20,369 16,587 Self-Pay 79 104 Total Clinical Services $ 134,535 $ 114,869 Advanced Diagnostics 21,705 22,351 Total Revenue $ 156,240 $ 137,220 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In 2022, the Company embarked on a restructuring program to improve execution and drive efficiency across the organization. This program is a framework for identifying, prioritizing and executing operational improvements. Restructuring charges incurred consist of severance and other employee costs, costs for optimizing the Company’s geographic presence (“Facility Footprint Optimization”), and consulting and other costs. The following table summarizes the changes in the Company’s accrued restructuring balance (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2023 $ 687 $ 1,389 $ 537 $ 2,613 Restructuring charges incurred 697 964 747 2,408 Impairment of facility related assets — (10) — (10) Cash payments and other adjustments (1) (771) (1,796) (1,125) (3,692) Balance as of March 31, 2024 $ 613 $ 547 $ 159 $ 1,319 Current liabilities $ 1,319 Long-term liabilities — $ 1,319 (1) Other adjustments include non-cash asset charges related to Facility Footprint Optimization costs. The Company continued this restructuring program in 2024 and expects to incur additional restructuring charges of approximately $3.8 million. The Company estimates these additional restructuring charges to be comprised of approximately $1.1 million in severance and other employee costs, $2.5 million of Facility Footprint Optimization costs, and $0.2 million of consulting and other costs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim period, management estimates the annual effective tax rate based on forecasted pre-tax results of the Company’s global operations and applies such rate to its ordinary quarterly earnings to calculate income tax expense related to ordinary income. The tax effects of items significant, unusual and infrequent in nature are discretely calculated and recognized in the period during which they occur. These discrete items often relate to changes in tax laws, excess tax benefits/deficiencies related to share-based compensation or adjustments to previously reported tax expense/benefits. Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing available positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it is more likely than not that some or all of the deferred income tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed. A cumulative loss in recent years, commonly defined as a three-year cumulative loss position, is a significant piece of negative evidence that is difficult to overcome. As of March 31, 2024, the Company’s U.S. operations are in a three-year cumulative loss position. Management determined that sufficient objectively verifiable positive evidence does not exist to overcome the negative evidence of the Company’s U.S. cumulative loss position. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31, 2024, includes the unfavorable impact of a partial valuation allowance against the majority of the Company’s forecasted U.S. net operating loss and tax credit carryforwards. As of March 31, 2024, the Company’s U.K. operations are in a three-year cumulative loss position. The reversal of U.K. deferred tax liabilities will provide a source of realization to support a portion of the U.K. deferred tax assets, and therefore a partial valuation has been established for those deferred tax assets. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31, 2024 includes the favorable impact of recognizing a component of the U.K. benefit. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, stock awards vested and if the 2028 Convertible Notes and 2025 Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of the Company’s common stock. The potential dilution from conversion of the 2028 Convertible Notes and 2025 Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of the Company’s common stock issuable upon conversion of the 2028 Convertible Notes and the 2025 Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the 2028 Convertible Notes and the 2025 Convertible Notes at the beginning of the reporting period (or at time of issuance, if later). The following table shows the calculations (in thousands, except net loss per share amounts): Three Months Ended March 31, 2024 2023 NET LOSS $ (27,061) $ (30,795) Basic weighted average shares outstanding 126,111 125,026 Diluted weighted average shares outstanding 126,111 125,026 Basic net loss per share $ (0.21) $ (0.25) Diluted net loss per share $ (0.21) $ (0.25) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 Stock options 557 13 Restricted stock awards 1,031 942 2025 Convertible Notes 5,538 5,538 2028 Convertible Notes 5,215 5,215 In addition, 663,771 shares of PSU awards are excluded from the computation of diluted EPS for the three months ended March 31, 2024 as the contingency had not been satisfied. In connection with the 2028 Convertible Notes offering, on January 11, 2021, the Company entered into separate, privately negotiated convertible note hedge transactions (collectively, the “Capped Call Transactions”) with option counterparties pursuant to capped call confirmations at a cost of approximately $29.3 million. The potential effect of the Capped Call Transactions was excluded from the calculation of diluted net loss per share in the three months ended March 31, 2024 as the Company’s closing stock price of $15.72 on March 28, 2024 did not exceed the conversion price of $85.75 per share. The Capped Call Transactions are not reflected in diluted net loss per share as they are anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments an Contingencies | Commitments and Contingencies Legal Proceedings On January 20, 2021, Natera, Inc. filed a patent infringement complaint against the Company’s subsidiary Inivata Limited and its subsidiary Inivata, Inc. in U.S. District Court for the district of Delaware, alleging Inivata’s InVisionFirst®-Lung cancer diagnostic test of infringing two patents. Natera then filed a second patent infringement complaint on December 20, 2022 against Inivata Limited and Inivata, Inc. alleging that RaDaR ® minimal residual disease test infringes one patent. The case is in discovery and the jury trial has been scheduled for October 6, 2025. On March 6, 2024, the parties stipulated to stay both Delaware cases until the North Carolina litigation is resolved. On March 7, 2024, the district court judge in Delaware ordered the cases stayed. On July 28, 2023, Natera filed a complaint in the Middle District of North Carolina alleging NeoGenomics' RaDaR test infringes on two patents. On July 31, 2023, Natera moved for a preliminary injunction. On December 27, 2023, the district court issued a preliminary injunction against RaDaR ® . Natera posted a $10 million bond with the court on January 12, 2024. The court's initial determination was that Natera, Inc. demonstrated a likelihood that products using RaDaR ® technology infringe one Natera, Inc. patent. The order specifically allows patients already using RaDaR ® to continue their use. In addition, the order explicitly allows research projects and studies that are in progress, as well as clinical trials that are in progress or have been approved, to continue. On December 28, 2023, NeoGenomics appealed the preliminary injunction to the Federal Circuit. The appeal was docketed at the Federal Circuit on January 4, 2024. On February 5, 2024, NeoGenomics filed an Emergency Motion to Stay the Preliminary Injunction pending Appeal and a Motion to Expedite the appeal. The Federal Circuit granted expedited briefing of the appeal and heard oral arguments on March 29, 2024. A decision on the appeal has not yet been issued. The Company intends to vigorously pursue its appeal of the preliminary injunction. The infringement case is in discovery and the jury trial has been scheduled for March 10, 2025. The Company has filed two inter partes review petitions before the Patent Trial and Appeal Board (“PTAB”) in the United States Patent and Trademark Office seeking a determination that the two patents asserted against in the North Carolina action are unpatentable in view of prior art. The PTAB has not yet determined whether to institute trial in either of the inter partes review cases. The Company believes that it has good and substantial defenses to the claims alleged in these suits, but there is no guarantee that the Company will prevail. At the time of filing the outcome of these matters is not estimable or probable. On December 16, 2022, a purported shareholder class action captioned Daniel Goldenberg v. NeoGenomics, Inc., Douglas VanOort, Mark Mallon, Kathryn McKenzie, and William Bonello was filed in the United States District Court for the Southern District of New York, naming the Company and certain of the Company’s current and former officers as defendants. This lawsuit was filed by a stockholder who claims to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between February 27, 2020 and April 26, 2022. The lawsuit alleges that material misrepresentations and/or omissions of material fact were made in the Company’s public disclosures in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to statements regarding the Company’s menu of tests, business operations and compliance with health care laws and regulations. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees and expert fees. On April 27, 2023, a shareholder of the Company filed a shareholder derivative action on behalf of the Company captioned Puskarich v. VanOort, et al. in Clark County Nevada, naming certain of the Company’s current and former officers and directors as defendants. The allegations are substantially similar to the allegations asserted in the Goldenberg action. Substantially similar shareholder derivative actions were subsequently filed in Lee County, Florida and in the United States District Court for the Southern District of New York, captioned Wong v. VanOort, et al. and Mellema v. VanOort, et al., respectively. The Company believes that it has valid defenses to the claims alleged in the lawsuits, but there is no guarantee that the Company will prevail. At the time of filing the outcome of these matters are not estimable or probable. Regulatory Matter With the assistance of outside counsel, the Company voluntarily conducted an internal investigation that focused on the compliance of certain consulting and service agreements with federal healthcare laws and regulations, including those relating to fraud, waste and abuse. Based on this internal investigation, the Company voluntarily notified the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) of the Company’s internal investigation in November 2021. The Company’s interactions with regulatory authorities and the Company’s related review of this matter are ongoing. The Company has a reserve of $11.2 million in other long-term liabilities as of March 31, 2024 and December 31, 2023 on the Consolidated Balance Sheets for potential damages and liabilities primarily associated with the federal healthcare program revenue received by the Company in connection with the agreements at issue that were identified during the course of this internal investigation. This reserve reflects management’s best estimate of the minimum probable loss associated with this matter. As a result of the internal investigation and ongoing interactions with regulatory authorities, the Company may accrue additional reserves for any related potential damages and liabilities arising out of this matter. The Company was notified on June 30, 2022, that the Department of Justice (“DOJ”) will be participating in the investigation of this matter. At this time, the Company is unable to predict the duration, scope, result or related costs associated with any further investigation, including by the OIG, DOJ, or any other governmental authority, or what penalties or remedial actions they may seek. Accordingly, at this time, the Company is unable to estimate a range of possible loss in excess of the amount reserved. Any determination that the Company’s operations or activities are not in compliance with existing laws or regulations, however, could result in the imposition of civil or criminal fines, penalties, disgorgement, restitution, equitable relief, exclusion from participation in federal healthcare programs or other losses or conduct restrictions, which could be material to the Company’s financial results or business operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company has Advanced Diagnostics contracts with HOOKIPA Pharma, Inc., an entity with whom a director of the Company, Michael A. Kelly, was a director until April 2023. In connection with these contracts, the Company recognized $0.2 million of revenue in the Consolidated Statements of Operations for the three months ended March 31, 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company recognizes revenue under two reportable segments, (1) Clinical Services and (2) Advanced Diagnostics. The Clinical Services segment provides various clinical testing services to community-based pathology and oncology practices, hospital pathology labs, and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government payers, and self-pay patients. The Advanced Diagnostics segment supports pharmaceutical firms’ drug development programs by assisting with various clinical trials and research as well as providing informatics related services often supporting pharmaceutical commercialization efforts. The financial information reviewed by the Chief Operating Decision Maker (“CODM”) includes revenues, cost of revenue, and gross profit for both reportable segments. Assets are not presented at the segment level as that information is not used by the CODM. The following table summarizes segment information for the three months ended March 31, 2024, and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Net revenues: Clinical Services $ 134,535 $ 114,869 Advanced Diagnostics 21,705 22,351 Total revenue 156,240 137,220 Cost of revenue: Clinical Services (1) 76,844 67,292 Advanced Diagnostics (2) 13,927 15,114 Total cost of revenue 90,771 82,406 Gross Profit: Clinical Services 57,691 47,577 Advanced Diagnostics 7,778 7,237 Total gross profit 65,469 54,814 (1) Clinical Services cost of revenue for both the three months ended March 31, 2024 and 2023 includes $4.3 million of amortization of acquired intangible assets. Clinical Services cost of revenue for the three months ended March 31, 2024 also includes $0.3 million of non-cash stock-based compensation . There were no such amounts recorded for the three months ended March 31, 2023. (2) Advanced Diagnostics cost of revenue for both the three months ended March 31, 2024 and 2023 includes $0.6 million of amortization of acquired intangible assets. Advanced Diagnostics cost of revenue for the three months ended March 31, 2024 also includes $0.1 million of non-cash stock-based compensation. There were no such amounts recorded for the three months ended March 31, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
NET LOSS | $ (27,061) | $ (30,795) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim Consolidated Financial Statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements. The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, except for new accounting standards discussed under Recent Accounting Pronouncements. |
Use of Estimates | Use of Estimates The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited, to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation, impairment analysis of goodwill, and restructuring reserves. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate. |
Sales and Marketing Expenses | Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel in the Clinical Services segment. Advertising costs are expensed at the time they are incurred and were immaterial for the three months ended March 31, 2024 and 2023. |
Restructuring charges | Restructuring charges |
Accounting Pronouncements Pending Adoption | Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires entities to consistently categorize and provide greater disaggregation of information in the rate reconciliation and to further disaggregate income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 may be applied retrospectively or prospectively. The Company is currently evaluating the planned adoption date and the impact of this standard on its annual disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires entities to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (CODM) and included in each reported measure of segment profit or loss and requires disclosure of other segment items by reportable segment and a description of its composition. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the planned adoption date and the impact of this standard on its annual disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of the Company’s marketable securities accounted for as available-for-sale securities as of March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 7,490 $ — $ (13) $ 7,477 Agency bonds 2,471 — (45) 2,426 Municipal bonds 12,658 — (518) 12,140 Asset-backed securities 3,119 — (5) 3,114 Corporate bonds 28,322 — (563) 27,759 Total $ 54,060 $ — $ (1,144) $ 52,916 December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 15,437 $ — $ (64) $ 15,373 Yankee bonds 2,601 — (13) 2,588 Agency bonds 6,056 — (56) 6,000 Municipal bonds 12,694 — (597) 12,097 Asset-backed securities 4,971 — (37) 4,934 Corporate bonds 32,442 — (719) 31,723 Total $ 74,201 $ — $ (1,486) $ 72,715 |
Schedule of Investments Classified by Contractual Maturity Date | The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 7,477 $ — $ — $ 7,477 Agency bonds 2,426 — — 2,426 Municipal bonds 6,417 5,723 — 12,140 Asset-backed securities 3,114 — — 3,114 Corporate bonds 22,026 5,733 — 27,759 Total $ 41,460 $ 11,456 $ — $ 52,916 December 31, 2023 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 15,373 $ — $ — $ 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 3,528 8,569 — 12,097 Asset-backed securities 4,934 — — 4,934 Corporate bonds 23,062 8,661 — 31,723 Total $ 55,485 $ 17,230 $ — $ 72,715 |
Schedule of Fair Value, Assets Measured on Recurring Basis | The following tables set forth the Company’s cash equivalents and marketable securities accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 324,772 $ — $ — $ 324,772 Marketable securities: U.S. Treasury securities 7,477 — — 7,477 Agency bonds 2,426 — — 2,426 Municipal bonds 12,140 — — 12,140 Asset-backed securities — 3,114 — 3,114 Corporate bonds — 27,759 — 27,759 Total $ 346,815 $ 30,873 $ — $ 377,688 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 334,762 $ — $ — $ 334,762 Marketable securities: U.S. Treasury securities 15,373 — — 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 12,097 — — 12,097 Asset-backed securities — 4,934 — 4,934 Corporate bonds — 31,723 — 31,723 Total $ 370,820 $ 36,657 $ — $ 407,477 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the carrying amounts of goodwill by segment at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Clinical Services $ 458,782 $ 458,782 Advanced Diagnostics 63,984 63,984 Total $ 522,766 $ 522,766 |
Schedule of Classes of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, 2024 Amortization Cost Accumulated Net Customer Relationships 7 - 15 $ 143,101 $ 68,007 $ 75,094 Developed Technology 10 - 15 310,226 59,768 250,458 Marketing Assets 4 549 411 138 Trademarks 15 31,473 5,846 25,627 Trade Name 2.5 2,584 2,584 — Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 136,616 $ 364,764 December 31, 2023 Amortization Cost Accumulated Net Customer Relationships 7 - 15 $ 143,101 $ 65,534 $ 77,567 Developed Technology 10 - 15 310,226 54,438 255,788 Marketing Assets 4 549 376 173 Trademarks 15 31,473 5,321 26,152 Trade Name 2.5 2,584 2,583 1 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 128,252 $ 373,128 |
Schedule of Intangible Asset Amortization Expense | The following table summarizes the amortization expense for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Amortization of intangibles included in cost of revenue $ 4,910 $ 4,853 Amortization of intangibles included in general and administrative expenses 3,452 3,930 Total amortization of intangibles $ 8,362 $ 8,783 |
Schedule of Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the following periods as of March 31, 2024 is as follows (in thousands): Remainder of 2024 $ 25,085 2025 33,343 2026 33,308 2027 32,758 2028 32,758 Thereafter 194,065 Total $ 351,317 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation on the Consolidated Statement of Operations for the three months ended March 31, 2024 and 2023 as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 395 $ — General and administrative 6,663 4,758 Research and development 171 — Sales and marketing 545 — Total stock-based compensation $ 7,774 $ 4,758 |
Schedule of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Weighted Average Exercise Price Outstanding at December 31, 2023 4,381,099 $ 15.87 Granted 634,134 $ 16.39 Exercised (12,764) $ 7.97 Forfeited (30,382) $ 19.79 Outstanding at March 31, 2024 4,972,087 $ 19.97 Exercisable at March 31, 2024 1,241,392 $ 19.97 |
Schedule of Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the three months ended March 31, 2024 was estimated as of the grant date using a Black-Scholes model with the following assumptions: Three Months Ended Expected term (in years) 5.5 - 6.5 Risk-free interest rate (%) 3.8% - 4.2% Expected volatility (%) 55.6% - 62.8% Dividend yield (%) — Weighted average grant date fair value per share $9.77 The fair value of each PSU granted subject to a market condition during the three months ended March 31, 2024 was estimated as of the grant date using a Monte Carlo simulation with the following assumptions: Three Months Ended Expected term (in years) 3.0 Risk-free interest rate (%) 4.5% Expected volatility (%) 72.2% Dividend yield (%) — Weighted average grant date fair value per share $18.82 |
Schedule of Restricted Stock Activity | A summary of the restricted stock activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 1,961,919 $ 13.83 Granted 378,996 $ 16.40 Vested (47,338) $ 11.89 Forfeited (9,008) $ 13.85 Nonvested at March 31, 2024 2,284,569 $ 14.29 A summary of the PSU activity under the Company’s plans for the three months ended March 31, 2024 is as follows: Number of Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 305,105 $ 21.83 Granted 358,666 $ 17.64 Vested — $ — Forfeited — $ — Nonvested at March 31, 2024 663,771 $ 19.56 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands): March 31, 2024 December 31, 2023 Current contract assets (1) $ 236 $ 37 Long-term contract assets (2) — — Total contract assets $ 236 $ 37 Current capitalized commissions (1) $ 810 $ 935 Long-term capitalized commissions (2) 98 53 Total capitalized commissions $ 908 $ 988 Current contract liabilities $ 1,144 $ 2,130 Long-term contract liabilities (3) — — Total contract liabilities $ 1,144 $ 2,130 (1) Recorded within other current assets on the Consolidated Balance Sheets. (2) Recorded within other assets on the Consolidated Balance Sheets. (3) |
Schedule of Disaggregation of Revenue | The following table details the disaggregation of revenue for both the Clinical Services and Advanced Diagnostics segments (in thousands): Three Months Ended March 31, 2024 2023 Clinical Services: Client direct billing $ 90,483 $ 76,823 Commercial Insurance 23,604 21,355 Medicare and Medicaid 20,369 16,587 Self-Pay 79 104 Total Clinical Services $ 134,535 $ 114,869 Advanced Diagnostics 21,705 22,351 Total Revenue $ 156,240 $ 137,220 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The following table summarizes the changes in the Company’s accrued restructuring balance (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2023 $ 687 $ 1,389 $ 537 $ 2,613 Restructuring charges incurred 697 964 747 2,408 Impairment of facility related assets — (10) — (10) Cash payments and other adjustments (1) (771) (1,796) (1,125) (3,692) Balance as of March 31, 2024 $ 613 $ 547 $ 159 $ 1,319 Current liabilities $ 1,319 Long-term liabilities — $ 1,319 (1) Other adjustments include non-cash asset charges related to Facility Footprint Optimization costs. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table shows the calculations (in thousands, except net loss per share amounts): Three Months Ended March 31, 2024 2023 NET LOSS $ (27,061) $ (30,795) Basic weighted average shares outstanding 126,111 125,026 Diluted weighted average shares outstanding 126,111 125,026 Basic net loss per share $ (0.21) $ (0.25) Diluted net loss per share $ (0.21) $ (0.25) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 Stock options 557 13 Restricted stock awards 1,031 942 2025 Convertible Notes 5,538 5,538 2028 Convertible Notes 5,215 5,215 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes segment information for the three months ended March 31, 2024, and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Net revenues: Clinical Services $ 134,535 $ 114,869 Advanced Diagnostics 21,705 22,351 Total revenue 156,240 137,220 Cost of revenue: Clinical Services (1) 76,844 67,292 Advanced Diagnostics (2) 13,927 15,114 Total cost of revenue 90,771 82,406 Gross Profit: Clinical Services 57,691 47,577 Advanced Diagnostics 7,778 7,237 Total gross profit 65,469 54,814 (1) Clinical Services cost of revenue for both the three months ended March 31, 2024 and 2023 includes $4.3 million of amortization of acquired intangible assets. Clinical Services cost of revenue for the three months ended March 31, 2024 also includes $0.3 million of non-cash stock-based compensation . There were no such amounts recorded for the three months ended March 31, 2023. (2) Advanced Diagnostics cost of revenue for both the three months ended March 31, 2024 and 2023 includes $0.6 million of amortization of acquired intangible assets. Advanced Diagnostics cost of revenue for the three months ended March 31, 2024 also includes $0.1 million of non-cash stock-based compensation. There were no such amounts recorded for the three months ended March 31, 2023. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Amortized Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 54,060 | $ 74,201 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (1,144) | (1,486) | |
Fair Value | 52,916 | 72,715 | |
Accrued interest receivable | 1,600 | 1,700 | |
Realized gains (losses) on marketable securities | 0 | $ 0 | |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 7,490 | 15,437 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (13) | (64) | |
Fair Value | 7,477 | 15,373 | |
Yankee bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 2,601 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (13) | ||
Fair Value | 2,588 | ||
Agency bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 2,471 | 6,056 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (45) | (56) | |
Fair Value | 2,426 | 6,000 | |
Municipal bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 12,658 | 12,694 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (518) | (597) | |
Fair Value | 12,140 | 12,097 | |
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 3,119 | 4,971 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (5) | (37) | |
Fair Value | 3,114 | 4,934 | |
Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 28,322 | 32,442 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (563) | (719) | |
Fair Value | $ 27,759 | $ 31,723 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | $ 41,460 | $ 55,485 |
Over One Year Through Five Years | 11,456 | 17,230 |
Over Five Years | 0 | 0 |
Total | 52,916 | 72,715 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 7,477 | 15,373 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 7,477 | 15,373 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 2,588 | |
Over One Year Through Five Years | 0 | |
Over Five Years | 0 | |
Total | 2,588 | |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 2,426 | 6,000 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 2,426 | 6,000 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 6,417 | 3,528 |
Over One Year Through Five Years | 5,723 | 8,569 |
Over Five Years | 0 | 0 |
Total | 12,140 | 12,097 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 3,114 | 4,934 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 3,114 | 4,934 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 22,026 | 23,062 |
Over One Year Through Five Years | 5,733 | 8,661 |
Over Five Years | 0 | 0 |
Total | $ 27,759 | $ 31,723 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | $ 52,916 | $ 72,715 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 7,477 | 15,373 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,588 | |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,426 | 6,000 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,140 | 12,097 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 3,114 | 4,934 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 27,759 | 31,723 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 377,688 | 407,477 |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 7,477 | 15,373 |
Fair Value, Recurring | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,588 | |
Fair Value, Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,426 | 6,000 |
Fair Value, Recurring | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,140 | 12,097 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 3,114 | 4,934 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 27,759 | 31,723 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 324,772 | 334,762 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 346,815 | 370,820 |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 7,477 | 15,373 |
Fair Value, Recurring | Level 1 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,588 | |
Fair Value, Recurring | Level 1 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,426 | 6,000 |
Fair Value, Recurring | Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,140 | 12,097 |
Fair Value, Recurring | Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 324,772 | 334,762 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 30,873 | 36,657 |
Fair Value, Recurring | Level 2 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | |
Fair Value, Recurring | Level 2 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 3,114 | 4,934 |
Fair Value, Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 27,759 | 31,723 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | |
Fair Value, Recurring | Level 3 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill [Line Items] | ||
Goodwill | $ 522,766 | $ 522,766 |
Clinical Services | ||
Goodwill [Line Items] | ||
Goodwill | 458,782 | 458,782 |
Advanced Diagnostics | ||
Goodwill [Line Items] | ||
Goodwill | $ 63,984 | $ 63,984 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 136,616 | $ 128,252 |
Total | 351,317 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total cost of intangibles | 501,380 | 501,380 |
Accumulated Amortization | 136,616 | 128,252 |
Intangible assets, net | 364,764 | 373,128 |
Trademarks | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademark - Indefinite lived | 13,447 | 13,447 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 143,101 | 143,101 |
Accumulated Amortization | 68,007 | 65,534 |
Total | 75,094 | 77,567 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 68,007 | $ 65,534 |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 7 years | 7 years |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 15 years | 15 years |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 310,226 | $ 310,226 |
Accumulated Amortization | 59,768 | 54,438 |
Total | 250,458 | 255,788 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 59,768 | $ 54,438 |
Developed Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 10 years | 10 years |
Developed Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 15 years | 15 years |
Marketing Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 4 years | 4 years |
Cost | $ 549 | $ 549 |
Accumulated Amortization | 411 | 376 |
Total | 138 | 173 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 411 | $ 376 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 15 years | 15 years |
Cost | $ 31,473 | $ 31,473 |
Accumulated Amortization | 5,846 | 5,321 |
Total | 25,627 | 26,152 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 5,846 | $ 5,321 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of acquired intangible assets (in years) | 2 years 6 months | 2 years 6 months |
Cost | $ 2,584 | $ 2,584 |
Accumulated Amortization | 2,584 | 2,583 |
Total | 0 | 1 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 2,584 | $ 2,583 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangibles | $ 8,362 | $ 8,783 |
Amortization of intangibles included in cost of revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangibles | 4,910 | 4,853 |
Amortization of intangibles included in general and administrative expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangibles | $ 3,452 | $ 3,930 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 25,085 |
2025 | 33,343 |
2026 | 33,308 |
2027 | 32,758 |
2028 | 32,758 |
Thereafter | 194,065 |
Total | $ 351,317 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Convertible Debt | 3 Months Ended | |||||
Jan. 11, 2021 USD ($) | Mar. 31, 2024 USD ($) day $ / shares | Dec. 31, 2023 USD ($) day | Mar. 31, 2023 USD ($) | Mar. 28, 2024 $ / shares | May 04, 2020 USD ($) | |
0.25% Convertible Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 345,000,000 | |||||
Stated interest rate (as a percent) | 0.25% | 0.25% | 0.25% | |||
Convertible notes, conversion price (in dollars per share) | $ / shares | $ 15.72 | $ 15.72 | ||||
Interest expense, contractual coupon interest | $ 200,000 | $ 200,000 | ||||
Interest expense, accretion of debt discount | 400,000 | 400,000 | ||||
Interest expense, amortization of debt issuance costs | $ 8,500 | 8,500 | ||||
Effective interest rate on Convertible Notes (as a percent) | 0.70% | |||||
0.25% Convertible Senior Notes | Level 2 | ||||||
Line of Credit Facility [Line Items] | ||||||
Estimated fair value of debt | $ 275,100,000 | $ 262,400,000 | ||||
0.25% Convertible Senior Notes | Debt Instrument, Redemption, Period One | ||||||
Line of Credit Facility [Line Items] | ||||||
Conversion price on applicable trading day (as a percent) | 130% | 130% | ||||
Threshold trading days (in days) | day | 20 | 20 | ||||
Consecutive trading days (in days) | day | 30 | 30 | ||||
1.25% Convertible Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 201,300,000 | |||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||
Interest expense, contractual coupon interest | $ 600,000 | 600,000 | ||||
Interest expense, accretion of debt discount | 300,000 | 300,000 | ||||
Interest expense, amortization of debt issuance costs | 38,000 | $ 37,600 | ||||
Effective interest rate on Convertible Notes (as a percent) | 1.96% | |||||
1.25% Convertible Senior Notes | Level 2 | ||||||
Line of Credit Facility [Line Items] | ||||||
Estimated fair value of debt | $ 195,500,000 | $ 197,300,000 | ||||
1.25% Convertible Senior Notes | Debt Instrument, Redemption, Period One | ||||||
Line of Credit Facility [Line Items] | ||||||
Conversion price on applicable trading day (as a percent) | 130% | 130% | ||||
Threshold trading days (in days) | day | 20 | 20 | ||||
Consecutive trading days (in days) | day | 30 | 30 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 7,774 | $ 4,758 |
Cost of revenue | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 395 | 0 |
General and administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 6,663 | 4,758 |
Research and development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 171 | 0 |
Sales and marketing | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 545 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 4,381,099 |
Granted (in shares) | shares | 634,134 |
Exercised (in shares) | shares | (12,764) |
Forfeited (in shares) | shares | (30,382) |
Ending balance (in shares) | shares | 4,972,087 |
Exercisable at end of period (in shares) | shares | 1,241,392 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 15.87 |
Granted (in dollars per share) | $ / shares | 16.39 |
Exercised (in dollars per share) | $ / shares | 7.97 |
Forfeited (in dollars per share) | $ / shares | 19.79 |
Ending balance (in dollars per share) | $ / shares | 19.97 |
Exercisable, ending balance (in dollars per share) | $ / shares | $ 19.97 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Each Stock Option Award Granted (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (%) - (Minimum) | 3.80% |
Risk-free interest rate (%) - (Maximum) | 4.20% |
Expected volatility (%) - (Minimum) | 55.60% |
Expected volatility (%) - (Maximum) | 62.80% |
Dividend yield (%) | 0% |
Weighted average fair value/share at grant date (in dollars per share) | $ 9.77 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years |
Risk-free interest rate (%) | 4.50% |
Expected volatility (%) | 72.20% |
Dividend yield (%) | 0% |
Weighted average fair value/share at grant date (in dollars per share) | $ 18.82 |
Minimum | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months |
Maximum | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 6 months |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation cost | $ 15.8 |
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 1 year 8 months 12 days |
Restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation cost | $ 17.9 |
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 1 year 9 months 18 days |
Granted (in shares) | shares | 378,996 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 2 years 7 months 6 days |
Granted (in shares) | shares | 358,666 |
Unrecognized stock-based compensation expense | $ 10.8 |
Performance Shares Subject To Performance Condition | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 179,333 |
Granted in period, fair value | $ 3 |
Requisite service period | 3 years |
Performance Shares Subject To Market Condition | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 179,333 |
Granted in period, fair value | $ 3.4 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity and Performance-Based Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted stock awards | |
Number of Restricted Shares | |
Beginning balance (in shares) | shares | 1,961,919 |
Granted (in shares) | shares | 378,996 |
Vested (in shares) | shares | (47,338) |
Forfeited (in shares) | shares | (9,008) |
Ending balance (in shares) | shares | 2,284,569 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 13.83 |
Granted (in dollars per share) | $ / shares | 16.40 |
Vested (in dollars per share) | $ / shares | 11.89 |
Forfeited (in dollars per share) | $ / shares | 13.85 |
Ending balance (in dollars per share) | $ / shares | $ 14.29 |
Performance Shares | |
Number of Restricted Shares | |
Beginning balance (in shares) | shares | 305,105 |
Granted (in shares) | shares | 358,666 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 663,771 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 21.83 |
Granted (in dollars per share) | $ / shares | 17.64 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 19.56 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of operating segments | segment | 2 | |
Pharma contract liability, revenue recognized | $ 1.1 | $ 1.8 |
Amortization of contract commissions | $ 0.3 | $ 0.2 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Contract with Customer, Asset, Net [Abstract] | ||
Current pharma contract assets | $ 236 | $ 37 |
Long-term pharma contract assets | 0 | 0 |
Total contract assets | 236 | 37 |
Capitalized Contract Cost [Abstract] | ||
Current pharma capitalized commissions | 810 | 935 |
Long-term pharma capitalized commissions | 98 | 53 |
Total capitalized commissions | 908 | 988 |
Contract with Customer, Liability [Abstract] | ||
Current contract liabilities | 1,144 | 2,130 |
Long-term pharma contract liabilities | 0 | 0 |
Total contract liabilities | $ 1,144 | $ 2,130 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 156,240 | $ 137,220 |
Clinical Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 134,535 | 114,869 |
Clinical Services | Client direct billing | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 90,483 | 76,823 |
Clinical Services | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 23,604 | 21,355 |
Clinical Services | Medicare and Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 20,369 | 16,587 |
Clinical Services | Self-Pay | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 79 | 104 |
Advanced Diagnostics | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 21,705 | $ 22,351 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Activities (Details) - Improve Execution and Efficiency Across Organization $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 2,613 |
Restructuring charges incurred | 2,408 |
Impairment of facility related assets | (10) |
Cash payments and other adjustments | (3,692) |
Ending balance | 1,319 |
Current liabilities | 1,319 |
Long-term liabilities | 0 |
Restructuring reserve | 1,319 |
Severance and Other Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 687 |
Restructuring charges incurred | 697 |
Impairment of facility related assets | 0 |
Cash payments and other adjustments | (771) |
Ending balance | 613 |
Restructuring reserve | 613 |
Facility Footprint Optimization | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,389 |
Restructuring charges incurred | 964 |
Impairment of facility related assets | (10) |
Cash payments and other adjustments | (1,796) |
Ending balance | 547 |
Restructuring reserve | 547 |
Consulting and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 537 |
Restructuring charges incurred | 747 |
Impairment of facility related assets | 0 |
Cash payments and other adjustments | (1,125) |
Ending balance | 159 |
Restructuring reserve | $ 159 |
Restructuring - Narratives (Det
Restructuring - Narratives (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | $ 3.8 |
Severance and Other Employee Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | 1.1 |
Facility Footprint Optimization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | 2.5 |
Consulting and Other Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | $ 0.2 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
NET LOSS | $ (27,061) | $ (30,795) |
Basic weighted average shares outstanding (in shares) | 126,111 | 125,026 |
Diluted weighted average shares outstanding (in shares) | 126,111 | 125,026 |
Basic net loss per share (in dollars per share) | $ (0.21) | $ (0.25) |
Diluted net loss per share (in dollars per share) | $ (0.21) | $ (0.25) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Shares (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Jan. 11, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Capped Call Transactions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Proceeds from convertible debt | $ 29.3 | ||
Offering price per share (in dollars per share) | $ 85.75 | ||
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 557,000 | 13,000 | |
Restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,031,000 | 942,000 | |
Convertible Debt Securities | 2025 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,538,000 | 5,538,000 | |
Convertible Debt Securities | 2028 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,215,000 | 5,215,000 | |
PSU | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 663,771 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | |||||
Dec. 27, 2023 USD ($) patent | Jul. 28, 2023 patent | Dec. 20, 2022 patent | Jan. 20, 2021 patent | Mar. 31, 2024 USD ($) petition patent | Dec. 31, 2023 USD ($) | |
Contractual Obligation [Line Items] | ||||||
Number of inter partes review petitions | petition | 2 | |||||
Patent Infringement Complaint | ||||||
Contractual Obligation [Line Items] | ||||||
Number of patents allegedly infringed upon | patent | 2 | 1 | 2 | 2 | ||
Bond posted by plaintiff | $ | $ 10 | |||||
Number of patents likely infringed determined by the court | patent | 1 | |||||
Federal Healthcare Program Revenue | ||||||
Contractual Obligation [Line Items] | ||||||
Loss contingency accrual | $ | $ 11.2 | $ 11.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Total net revenue | $ 156,240 | $ 137,220 |
Related Party | HOOKIPA Pharma, Inc. | ||
Related Party Transaction [Line Items] | ||
Total net revenue | $ 200 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 156,240 | $ 137,220 |
Total cost of revenue | 90,771 | 82,406 |
Total gross profit | 65,469 | 54,814 |
Non-cash stock-based compensation | 7,774 | 4,758 |
Clinical Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 134,535 | 114,869 |
Total cost of revenue | 76,844 | 67,292 |
Total gross profit | 57,691 | 47,577 |
Amortization of acquired intangible assets | 4,300 | 4,300 |
Non-cash stock-based compensation | 300 | 0 |
Advanced Diagnostics | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 21,705 | 22,351 |
Total cost of revenue | 13,927 | 15,114 |
Total gross profit | 7,778 | 7,237 |
Amortization of acquired intangible assets | 600 | 600 |
Non-cash stock-based compensation | $ 100 | $ 0 |