Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 20, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NEO | |
Entity Registrant Name | NEOGENOMICS INC | |
Entity Central Index Key | 1,077,183 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 77,117,678 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 19,256 | $ 23,420 |
Accounts receivable (net of allowance for doubtful accounts of $7,343 and $4,759, respectively) | 50,088 | 48,943 |
Inventories | 5,334 | 5,108 |
Other current assets | 6,525 | 4,889 |
Total current assets | 81,203 | 82,360 |
Property and equipment (net of accumulated depreciation of $30,135 and $26,534, respectively) | 33,559 | 34,577 |
Intangible assets, net | 85,774 | 87,800 |
Goodwill | 146,179 | 146,421 |
Other assets | 129 | 129 |
Total assets | 346,844 | 351,287 |
Current liabilities | ||
Accounts payable | 15,288 | 12,464 |
Accrued compensation | 9,185 | 6,217 |
Accrued expenses and other liabilities | 4,980 | 7,374 |
Revolving credit facility, net | 8,869 | |
Short-term portion of capital leases | 4,267 | 4,534 |
Short-term portion of loans | 596 | 600 |
Total current liabilities | 34,316 | 40,058 |
Long-term liabilities | ||
Long-term portion of capital leases | 4,124 | 5,040 |
Long-term portion of loans, net | 52,316 | 52,336 |
Deferred income tax liability, net | 15,916 | 15,741 |
Total long-term liabilities | 72,356 | 73,117 |
Total liabilities | $ 106,672 | $ 113,175 |
Commitments and contingencies - see Note I | ||
Stockholders' equity | ||
Common stock, $.001 par value, (250,000,000 shares authorized; 77,033,608 and 75,820,307 shares issued and outstanding, respectively) | $ 77 | $ 76 |
Additional paid-in capital | 233,401 | 231,375 |
Accumulated deficit | (27,475) | (21,941) |
Total stockholders’ equity | 206,003 | 209,510 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 346,844 | 351,287 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock: | ||
Series A Redeemable Convertible Preferred Stock, $0.01 par value, (50,000,000 shares authorized; and 14,666,667 shares issued and outstanding, respectively) | $ 34,169 | $ 28,602 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts | $ 7,343 | $ 4,759 |
Property and equipment, accumulated depreciation | $ 30,135 | $ 26,534 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 77,033,608 | 75,820,307 |
Common stock, shares outstanding | 77,033,608 | 75,820,307 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock, par value | $ 0.01 | $ 0.01 |
Redeemable Convertible Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Redeemable Convertible Preferred Stock, shares issued | 14,666,667 | 14,666,667 |
Redeemable Convertible Preferred Stock, shares outstanding | 14,666,667 | 14,666,667 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
NET REVENUE | ||
Clinical testing revenue | $ 54,622 | $ 22,839 |
BioPharma & research revenue | 5,082 | 187 |
Total Revenue, net | 59,704 | 23,026 |
COST OF REVENUE | 32,531 | 13,482 |
GROSS MARGIN | 27,173 | 9,544 |
Operating expenses: | ||
General and administrative | 18,005 | 6,522 |
Research and development | 1,446 | 669 |
Sales and marketing | 5,800 | 2,914 |
Total Operating Expenses | 25,251 | 10,105 |
INCOME (LOSS) FROM OPERATIONS | 1,922 | (561) |
Interest expense, net | 1,593 | 195 |
Income (loss) before taxes | 329 | (756) |
Income tax expense | 174 | 5 |
NET INCOME (LOSS) | 155 | (761) |
Deemed dividends on preferred stock | 1,840 | |
Amortization of preferred stock beneficial conversion feature | 3,727 | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (5,412) | $ (761) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Basic | $ (0.07) | $ (0.01) |
Diluted | $ (0.07) | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 76,068 | 60,277 |
Diluted | 76,068 | 60,277 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 155 | $ (761) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of business acquisition: | ||
Depreciation | 3,585 | 1,586 |
Amortization of intangibles | 2,026 | 93 |
Amortization of debt issue costs | 182 | |
Stock based compensation – options, restricted stock and warrants | 703 | 401 |
Provision for bad debts | 2,663 | 602 |
Changes in assets and liabilities, net of business acquisition: | ||
(Increase) in accounts receivable, net of write-offs | (3,809) | (1,610) |
(Increase) decrease in inventories | (225) | 21 |
Decrease (increase) in prepaid expenses | (401) | (42) |
Decrease in other current assets | 1 | |
(Decrease) in accounts payable and other liabilities | 2,180 | (1,078) |
Net cash provided by (used in) operating activities | 7,059 | (787) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (1,001) | (842) |
Net cash used in investing activities | (1,001) | (842) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of revolving credit facility | (10,044) | |
Repayment of capital lease obligations/loans | (1,379) | (921) |
Issuance of common stock for the exercise of options, warrants and ESPP shares, net of transaction expenses | 1,201 | 109 |
Net cash used in financing activities | (10,222) | (812) |
Net change in cash and cash equivalents | (4,164) | (2,441) |
Cash and cash equivalent, beginning of period | 23,420 | 33,689 |
Cash and cash equivalents, end of period | 19,256 | 31,248 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,416 | 212 |
Income taxes paid | 207 | 5 |
Supplemental disclosure of non-cash investing and financing information: | ||
Equipment acquired under capital lease/loan obligations | $ 173 | $ 2,525 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note A – Nature of Business and Basis of Presentation NeoGenomics, Inc., a Nevada corporation (the “Parent” or the “Parent Company”), and its subsidiaries, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO” or, “NeoGenomics Laboratories”), Path Labs LLC., a Delaware Limited Liability Corporation (“PathLogic”) and Clarient Inc., a Delaware Corporation, and its wholly-owned subsidiary Clarient Diagnostic Services, Inc. (together, “Clarient”), (collectively referred to as “we”, “us”, “our”, “NeoGenomics”, or the “Company”), operates as a certified “high complexity” clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended (“CLIA”), and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories throughout the United States. The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These accompanying interim consolidated financial statements include the accounts of the Parent and its subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying interim consolidated financial statements. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2016 and as amended and filed with the SEC on April 18, 2016. 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. We have one reportable operating segment that delivers testing services to hospitals, pathologists, oncologists, other clinicians and researchers and represents 100% of the Company’s consolidated assets, net revenues and net income for each of the quarters ended March 31, 2016 and 2015. Also, at March 31, 2106, all of our services were provided within the United States and all of our assets were located in the United States. Reclassification of Prior Year Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. For the period ended March 31, 2016, the Company retrospectively adopted ASU 2015-17 and thus revised the classification of deferred tax assets on the Consolidated Balance Sheets. The deferred tax assets that were presented as of December 31, 2015 have offset the deferred tax liabilities and been presented as a long term liability under the description deferred tax liabilities, net. The Company also revised the classification on the Consolidated Statement of Operations by separating other income from interest expense. These changes in classification have no net effect on the previously reported cash flows in the Consolidated Statements of Cash Flows, Consolidated Balance Sheets or Statements of Operations for any period. |
Recently Issued Accounting Guid
Recently Issued Accounting Guidance | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Guidance | Note B — Recently Issued Accounting Guidance Effective January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes. The standard update was issued to simplify the presentation of deferred income taxes and required deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for fiscal years and interim periods within those fiscal years, beginning after December 31, 2016. Earlier application is permitted as of the beginning of an interim or annual period. The Company has early adopted this ASU and applied the amendments retrospectively to all deferred tax liabilities and assets presented. The effect of the adoption on the Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015, was the offset of long term deferred tax liabilities by current deferred tax assets of $16,668,000. Effective September 2015, the FASB issued ASU 2015-16, Business Combinations. The standard update was issued to simplify the accounting for measurement period adjustments. The update requires that adjustments to provisional amounts identified during the measurement period be recognized in the period determined. The effect of these adjustments on current earnings that would have been related to previously reported earnings is required to be disclosed. ASU 2015-16 is effective for fiscal years and interim periods within those fiscal years, beginning after December 31, 2015. The update should be applied prospectively to adjustments that occur after the effective date of this update. The Company has adopted this ASU 2015-16 and it did not have a material effect on Company’s earnings for the period ended March 31, 2016. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note C — Acquisitions Clarient On December 30, 2015 (“the acquisition date”), the Company acquired from GE Medical Holding AB (“GE Medical”), a subsidiary of General Electric Company (“GE”), all of the issued and outstanding shares of common stock of Clarient, Inc., (“Clarient”) a wholly owned subsidiary of GE Medical, for a purchase price consisting of (i) cash consideration of approximately $73.8 million, which includes an approximately $6.7 million estimated working capital adjustment and adjustments for estimated cash on hand and estimated indebtedness of Clarient on the Closing Date, (ii) 15,000,000 shares of NeoGenomics’ common stock, and (iii) 14,666,667 shares of NeoGenomics’ Series A Preferred Stock pursuant to the Stock Purchase Agreement. The cash consideration paid as part of the purchase price was funded through the following: · The Company paid approximately $10.7 million using cash on hand · Approximately $9.5 million, net of transaction costs was funded using a revolving credit facility · Approximately $53.6 million, net of transaction costs was funded using a term loan On December 21, 2015 shareholders approved and on December 28, 2015, NeoGenomics filed with the Secretary of State of the State of Nevada amendments to its Articles of Incorporation to increase the authorized number of shares of common stock from 100.0 million shares to 250.0 million shares and to increase the authorized number of shares of preferred stock from 10.0 million shares to 50.0 million shares in order to fund the common and preferred stock portion of the purchase price. The Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient. The common stock includes restrictions imposed on the holder in the I Common Stock Valuation Amount Shares of common stock issued as consideration 15,000,000 Stock price per share on closing date $ 8.04 Value of common stock issued as consideration $ 120,600 Issue discount due to lack of marketability $ (18,090 ) Fair value of common stock at December 30, 2015 $ 102,510 The Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient. The rights of the Series A Preferred Stock are described in Note F. We estimated the fair value of the Series A Preferred Stock consideration using significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The fair value of the Series A Preferred Stock at the acquisition date was $73.2 million or $4.99 per share. This fair value was further reduced by the intrinsic value assigned to the beneficial conversion feature to arrive at a carrying amount of $28.6 million. On a fully diluted basis, assuming full conversion of the Series A Preferred Stock, GE Medical would own approximately 32% of NeoGenomics. In addition, p ursuant to the I The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of December 30, 2015. The Company is in the process obtaining input from third-party valuations of its tangible and intangible assets and other information necessary to measure the remaining assets acquired and liabilities assumed; thus, the provisional measurements of current assets, property and equipment, intangible assets, goodwill, current liabilities, net deferred tax liabilities and long-term liabilities are subject to change. The preliminary acquisition fair values below are presented as of December 30, 2015 (in thousands): December 30, 2015 (As Initially Reported) Measurement Period Adjustments December 30, 2015 (As Adjusted) Current assets, including cash and cash equivalents of $890 $ 31,978 $ - $ 31,978 Property and equipment 19,241 - 19,241 Identifiable intangible assets – customer relationships 84,000 - 84,000 Goodwill 143,493 (242 ) 143,251 Total assets acquired 278,712 (242 ) 278,470 Current liabilities (12,631 ) 242 (12,389 ) Deferred tax liability (17,904 ) - (17,904 ) Long-term liabilities (103 ) - (103 ) Net assets acquired $ 248,074 $ - $ 248,074 Of the $84.0 million of acquired intangible assets, $81.0 million was provisionally assigned to customer relationships which are being amortized over fifteen years and $3.0 million was provisionally assigned to trade names which are being amortized over two years. For the periods ending March 31, 2016 and December 31, 2015, we recorded approximately $1.9 million and $36,000 of amortization expense respectively. The amortization expense for the period ended December 31, 2015 represented two days of ownership of Clarient. Goodwill arising from the acquisition of Clarient includes revenue synergies as a result of our existing customers and Clarient’s customers having access to each other’s testing menus and capabilities and also from the new product lines which Clarient adds to the Company’s product portfolio. None of the goodwill is expected to be deductible for income tax purposes. The provisional fair value of accounts receivable acquired is approximately $27.6 million The Company recognized acquisition related transaction costs of approximately $4.7 million during the year ended December 31, 2015. These costs include due diligence, legal, consulting and other transaction related expenses associated with the acquisition of Clarient. These expenses were included in general and administrative expenses in our consolidated statements of operations for the year ended December 31, 2015. The Company also incurred debt issuance costs of $3.3 million which are recorded as reductions in the carrying amount of the related liabilities and are being amortized over the term of the loans. The following unaudited pro forma information (in thousands), have been provided for illustrative purposes and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results. March 31 2015 Revenue $ 54,316 Net (loss) attributable to common stockholders (45,526 ) (Loss) per share $ (0.60 ) Basic 75,277 Diluted 75,277 The unaudited pro forma consolidated results during the quarter ended March 31, 2015 have been prepared by adjusting our historical results to include the Acquisition as if it occurred on January 1, 2014. These unaudited pro forma consolidated historical results were then adjusted for the following: · Remove transaction expenses from the year ended December 31, 2015 and record them in the year ended December 31, 2014 · Adjustments to reflect amortization and depreciation expense associated with the acquired assets, partially offset by the elimination of the amortization and depreciation expense associated with Clarient’s historical assets. · Removal of costs associated with MultiOmyx, assets not acquired in the transaction, and to record royalty fees due to GE for continued use of the MultiOmyx product through a licensing agreement. · Remove general and administrative expenses related to a Lab Services Agreement with the Saudi Arabian National Guard Health Affairs, as GE Medical has retained this agreement. · Record interest expense under the Credit Facilities and amortization of financing costs classified as interest expense. · Remove royalty costs associated with the use of the GE brand as NeoGenomics will discontinue the use of the GE brand. · Accrue for dividends on the Series A Preferred stock and to amortize a portion of the beneficial conversion feature As noted above, the unaudited pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined Company for the periods presented or that may be achieved by the combined Company in the future. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note D — Goodwill and Intangible Assets The Company has recorded Goodwill of $146.2 million as of March 31, 2016. The changes in the carrying amount of goodwill for the three month period ended March 31, 2016 and for the year ended December 31, 2015 are as follows (in thousands): March 31, December 31, 2016 2015 Balance as of January 1 $ 146,421 $ 2,929 Goodwill acquired during the period - 143,492 Adjustment to preliminary value of goodwill (Note C) (242 ) - Balance at end of period $ 146,179 $ 146,421 Intangible assets as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 383 $ 2,617 Customer Relationships 156 months 82,930 1,842 81,088 Support Vector Machine (SVM) technology 108 months 500 227 273 Laboratory developed test (LDT) technology 164 months 1,482 443 1,039 Flow Cytometry and Cytogenetics technology 202 months 1,000 243 757 Total $ 88,912 $ 3,138 $ 85,774 December 31, 2015 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 8 $ 2,992 Customer Relationships 156 months 82,930 247 82,683 Support Vector Machine (SVM) technology 108 months 500 213 287 Laboratory developed test (LDT) technology 164 months 1,482 416 1,066 Flow Cytometry and Cytogenetics technology 202 months 1,000 228 772 Total $ 88,912 $ 1,112 $ 87,800 We recorded approximately $2.0 million and $93,000 in straight-line amortization expense of intangible assets in the three months ended March 31, 2016 and 2015, respectively. The Company recorded amortization expense from customer relationships and trade names as a general and administrative expense. We will continue to record the amortization of the Support Vector Machine (SVM) technology, the Laboratory developed tests (LDT) technology and the Flow Cytometry and Cytogenetics technology intangible assets as a research and development expense until the such time that we have products, services or cost savings directly attributable to these intangible assets that would require recordation in cost of goods sold. The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2016 is as follows (in thousands): Year Ending December 31, Remainder of 2016 $ 5,246 2017 7,264 2018 5,771 2019 5,771 2020 5,771 2021 5,726 Thereafter 50,225 Total $ 85,774 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note E — Debt Term Loan On December 30, 2015, the Company entered into a Term Loan and Guaranty Agreement (the “Term Loan Facility”) for which AB Private Credit Investors LLC is to act as the administrative agent and collateral agent. The agreement provides for $55.0 million of borrowings. On March 31, 2016, the Company had current outstanding borrowings of $550,000 and long-term outstanding borrowings of $52.2 million, net of unamortized debt issuance costs of $2.2 million. The fair value of the Company’s Term loan is estimated by discounting the future cash flow using the Company’s current borrowing rates for similar types and maturities of debt, except for floating-rate notes for which the carrying amounts were considered a reasonable estimate of fair value. The interest rate for borrowings under the Term Loan Facility will be, at NeoGenomics Laboratories’ election, (i) (A) a base rate equal to the greatest of 4%, the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1%, plus (B) an initial applicable margin of 6% , or (ii) the (A) LIBOR rate for interest periods from one to twelve months, plus (B) an initial applicable margin of 7%, with a minimum LIBOR of 1.00%. Interest on borrowings under the facility will be reduced to Base Rate plus 5.5% or LIBOR plus 6.50% upon the later of (i) NeoGenomics’ achieving maximum total leverage of less than 2.0 to 1.0 and (ii) January 1, 2017. NeoGenomics and all of its present and future subsidiaries (other than NeoGenomics Laboratories) are guarantors under the Term Loan Facility. The Term Loan Facility contains the following financial covenants: (i) maintenance of a maximum total leverage ratio of 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), and (ii) maintenance of a minimum consolidated fixed charge coverage ratio of 1.10 to 1.0 (stepping up over time to 1.25 to 1.0). These covenants are effective beginning with the quarter ending March 31, 2016. The Company was in compliance with all such covenants as of March 31, 2016. The Term Loan Facility also contains various affirmative and negative covenants, such as the delivery of financial statements, tax authority compliance, maintenance of property, limitations on additional debt, restriction of dividends and other standard clauses. The Term Loan Facility has a maturity of five years. In addition, the Term Loan Facility provides for annual amortization payments in an amount equal to 1.0% of the original principal amount of the term loan, paid in quarterly installments, and mandatory prepayments with (i) proceeds of certain assets sales and recovery events, (ii) proceeds of certain debt issuances, (iii) proceeds of certain extraordinary receipts, as defined, (iv) a portion of certain tax refunds and insurance proceeds, and (v) a portion of excess cash flow as defined. Auto Loans The company has auto loans with various financial institutions. The auto loan terms range from 36-60 months and carry interest rates from 0.0% to 5.2%. Maturities of Long-Term Debt Maturities of long-term debt at March 31, 2016 are summarized as follows (in thousands): Term Loan Auto Loans Total Long Term Debt Remainder of 2016 $ 413 $ 40 $ 453 2017 550 40 590 2018 550 18 568 2019 550 14 564 2020 52,937 4 52,941 $ 55,000 $ 116 $ 55,116 Less: Current portion of long-term debt (550 ) (46 ) (596 ) Less: Debt issuance costs, net (2,204 ) - (2,204 ) Long-term debt, net $ 52,246 $ 70 $ 52,316 Short-Term Debt - Revolving Credit Facility On December 30, 2015, the Company entered into a Credit Agreement (the “Revolving Credit Facility”) for which Wells Fargo Bank, N.A., is to act as the administrative agent. The Revolving Credit Facility provides for up to $25.0 million of revolving loans and a letter of credit subfacility for $1.0 million. Borrowings under the revolver and the letter of credit subfacility are limited to a borrowing base comprised of 85% of the expected net value of certain billed and unbilled accounts receivable less reserve amounts established by Wells Fargo Bank, N.A. The carrying amount of the Revolving Credit Facility approximates fair value due to the short maturity and their variable market rates of interest that change with current Prime and no change in counterparty credit risk and were classified as Level 2 of the fair value hierarchy. The interest rate for borrowings under the Revolving Credit Facility will be, at NeoGenomics Laboratories’ election, (i) (A) a base rate equal to the greatest of the prime rate, the federal funds rate plus 0.5% and the three month LIBOR rate plus 1%, plus (B) an applicable margin ranging from 2.0% to 2.5%, or (ii) the (A) LIBOR rate plus (B) an applicable margin ranging from 3.0% to 3.5%. NeoGenomics will also pay 0.25% per year on any unused portion of the revolver. NeoGenomics is a guarantor under the Revolving Credit Facility. All of NeoGenomics’ present and future subsidiaries (including NeoGenomics Laboratories) are borrowers under the Revolving Credit Facility. The Revolving Credit Facility contains the following financial covenants: (i) maintenance of a maximum total leverage ratio (funded indebtedness (including the outstanding amounts under the Credit Facilities), plus capitalized lease obligations, divided by EBITDA) of not more than 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), (ii) maintenance of a minimum consolidated fixed charge coverage ratio (EBITDA less capital expenditures not financed with debt or certain equity), divided by the sum of cash interest expense, scheduled payments and mandatory prepayments of principal on indebtedness, taxes and restricted payments) of at least 1.1 to 1.0 (stepping up over time to 1.25 to 1.0) and (iii) maintenance of a minimum cash velocity equal to or greater than 80%. These covenants are effective beginning with the quarter ending March 31, 2016. The Company was in compliance with such all covenants as of March 31, 2016. The Revolving Credit Facility also contains various affirmative and negative covenants, such as the delivery of financial statements, tax authority compliance, maintenance of property, limitations on additional debt, restriction of dividends and other standard clauses. The Revolving Credit Facility has a maturity of five years, maturing on December 30, 2020. In addition, the Revolving Credit Facility provides for mandatory prepayment in the event that the borrowing base is less than the aggregate amount of the advances outstanding under the revolver and any letters of credit, which prepayment will be equal to the amount necessary to remedy the over-advance. At March 31, 2016, the Company had no outstanding borrowings under the Revolving Credit Facility, nor under the letter of credit subfacility. The related debt issuance costs of approximately $1.2 million have been reclassified into other current assets. There is approximately $25 million in available credit under the Revolving Credit Facility to be drawn upon as needed. |
Class A Redeemable Convertible
Class A Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Note F — Class A Redeemable Convertible Preferred Stock On December 30, 2015, the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred stock (“Series A Preferred Stock”) as part of the consideration for the acquisition of Clarient, see Note C. The Series A Preferred Stock has a face value of $7.50 per share for a total liquidation value of $110 million. The Company recorded the Series A Preferred Stock at a fair value of approximately $73.2 million or $4.99 per share on the date of issuance. The difference between the fair value of $73.2 million and the liquidation value of $110 million represents a discount of $36.8 million from the initial face value as a result of assessing the impact the rights and features (listed below) of the instrument and their effect on the value to the issuer and holder. Beneficial Conversion Feature The fair value of the common stock into which the Series A Preferred Stock was convertible at the date of issuance exceeded the allocated purchase price fair value of the Series A Preferred Stock by approximately $44.7 million on the date of issuance, resulting in a beneficial conversion feature. The Company will recognize the beneficial conversion feature as non-cash, deemed dividend to the holders of Series A Preferred Stock over the first three years the Series A Preferred Stock is outstanding, as the date the stock first becomes convertible is three years from the issue date. The amount recognized for the period ended March 31, 2016 was approximately $1.8 million. Classification The Company classified the convertible preferred stock as temporary equity on the consolidated balance sheets due to certain change in control events that are outside the Company’s control, including deemed liquidation events described in the Series A Certificate of Designation. |
Revenue Recognition and Contrac
Revenue Recognition and Contractual Adjustments | 3 Months Ended |
Mar. 31, 2016 | |
Revenue Recognition [Abstract] | |
Revenue Recognition and Contractual Adjustments | Note G — Revenue Recognition and Contractual Adjustments The Company recognizes revenues when (a) the price is fixed or determinable, (b) persuasive evidence of an arrangement exists, (c) the service is performed and (d) collectability of the resulting receivable is reasonably assured. The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent, and revenues are recognized once the diagnostic services have been performed, and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain healthcare institutions, based on the contractual rate, or in the case of Medicare, published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount estimated to be collected from non-contracted payers is recorded as an allowance to arrive at the reported net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. The Company records revenues from patient pay tests net of a large discount and as a result recognizes minimal revenue on those tests. The Company regularly reviews its historical collection experience for non-contracted payers and adjusts its expected revenues for current and subsequent periods accordingly. The table below shows the adjustments made to gross service revenues to arrive at net revenues (in thousands), the amount reported on our statements of operations. Three Months Ended March 31, 2016 2015 Gross service revenues $ 132,720 $ 53,631 Total contractual adjustments and discounts (73,016 ) (30,605 ) Net revenues $ 59,704 $ 23,026 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | Note H — Equity A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2016 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2015 5,326,505 $ 3.07 Options granted 762,500 6.77 Less: Options exercised 1,218,292 0.92 Options canceled or expired 139,542 4.68 Options outstanding at March 31, 2016 4,731,171 3.42 Exercisable at March 31, 2016 1,753,494 $ 2.32 As of March 31, 2016, there was approximately $4.0 million of unrecognized share based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.4 years. Stock based compensation expense recognized for stock options and restricted stock and included in the consolidated statements of operations was allocated as follows (in thousands): Three Months Ended March 31, 2016 2015 Research and development expense $ (9 ) $ 55 General and administrative expense 796 287 Total stock based compensation expense $ 787 $ 342 Stock based compensation recorded in research and development relates to unvested options and warrants granted to a non-employee. Common Stock Warrants A summary of the warrant activity for the three months ended March 31, 2016 is as follows: Number of Weighted average shares exercise price Warrants outstanding at December 31, 2015 650,000 $ 1.48 Warrants granted — — Less: Warrants exercised — — Warrants canceled or expired — — Warrants outstanding at March 31, 2016 650,000 1.48 Exercisable at March 31, 2016 530,000 $ 1.49 During the three months ended March 31, 2016 and 2015, we recorded $(84,000) and $59,000 of warrant compensation expense, respectively. Warrant expense for the periods presented is recorded in research and development as the expense relates to unvested performance based warrants granted to a non-employee. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note I — Commitments During the three months ended March 31, 2016, the Company entered into leases for approximately $173,000 in laboratory and computer equipment. These leases have 36 month terms, a $1.00 buyout option at the end of the terms and interest rates of 5.0% and 6.01%. The Company accounted for these lease agreements as capital leases. |
Other Related Party Transaction
Other Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | Note J — Other Related Party Transaction During the three months ended March 31, 2016 and 2015, Steven C. Jones, a director of the Company, earned approximately $65,750 and $65,000 respectively, for various consulting work performed in connection with his duties as Executive Vice President of Finance and reimbursement of incurred expenses. Mr. Jones also received $78,900 and $47,500 during the three months ended March 31, 2016 and 2015, respectively as payment of his annual bonus compensation for the previous fiscal years. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note I—Subsequent Event On April 20, 2016, the Compensation Committee of the Board of Directors granted 1,525,027 options to certain Executives and key employees of the Company. The options were granted at a price of $7.15 per share and had a weighted average fair market value of $2.50 per option for a total fair market value of $3.8 million. We expect our stock option compensation expense to increase by approximately $1.7 million, $1.4 million, $584,000, and $118,000 in the years ended December 31, 2016, 2017, 2018 and 2019, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) - Clarient, Inc. [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Acquisition Date Fair Value of Common Stock Transferred | The acquisition date fair value of common stock transferred is calculated below ($ in thousands, except share and per share amounts): Common Stock Valuation Amount Shares of common stock issued as consideration 15,000,000 Stock price per share on closing date $ 8.04 Value of common stock issued as consideration $ 120,600 Issue discount due to lack of marketability $ (18,090 ) Fair value of common stock at December 30, 2015 $ 102,510 |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The preliminary acquisition fair values below are presented as of December 30, 2015 (in thousands): December 30, 2015 (As Initially Reported) Measurement Period Adjustments December 30, 2015 (As Adjusted) Current assets, including cash and cash equivalents of $890 $ 31,978 $ - $ 31,978 Property and equipment 19,241 - 19,241 Identifiable intangible assets – customer relationships 84,000 - 84,000 Goodwill 143,493 (242 ) 143,251 Total assets acquired 278,712 (242 ) 278,470 Current liabilities (12,631 ) 242 (12,389 ) Deferred tax liability (17,904 ) - (17,904 ) Long-term liabilities (103 ) - (103 ) Net assets acquired $ 248,074 $ - $ 248,074 |
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information (in thousands), have been provided for illustrative purposes and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results. March 31 2015 Revenue $ 54,316 Net (loss) attributable to common stockholders (45,526 ) (Loss) per share $ (0.60 ) Basic 75,277 Diluted 75,277 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three month period ended March 31, 2016 and for the year ended December 31, 2015 are as follows (in thousands): March 31, December 31, 2016 2015 Balance as of January 1 $ 146,421 $ 2,929 Goodwill acquired during the period - 143,492 Adjustment to preliminary value of goodwill (Note C) (242 ) - Balance at end of period $ 146,179 $ 146,421 |
Classes of Intangible Assets | Intangible assets as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 383 $ 2,617 Customer Relationships 156 months 82,930 1,842 81,088 Support Vector Machine (SVM) technology 108 months 500 227 273 Laboratory developed test (LDT) technology 164 months 1,482 443 1,039 Flow Cytometry and Cytogenetics technology 202 months 1,000 243 757 Total $ 88,912 $ 3,138 $ 85,774 December 31, 2015 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 8 $ 2,992 Customer Relationships 156 months 82,930 247 82,683 Support Vector Machine (SVM) technology 108 months 500 213 287 Laboratory developed test (LDT) technology 164 months 1,482 416 1,066 Flow Cytometry and Cytogenetics technology 202 months 1,000 228 772 Total $ 88,912 $ 1,112 $ 87,800 |
Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2016 is as follows (in thousands): Year Ending December 31, Remainder of 2016 $ 5,246 2017 7,264 2018 5,771 2019 5,771 2020 5,771 2021 5,726 Thereafter 50,225 Total $ 85,774 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Maturities of Long-term Debt | Maturities of long-term debt at March 31, 2016 are summarized as follows (in thousands): Term Loan Auto Loans Total Long Term Debt Remainder of 2016 $ 413 $ 40 $ 453 2017 550 40 590 2018 550 18 568 2019 550 14 564 2020 52,937 4 52,941 $ 55,000 $ 116 $ 55,116 Less: Current portion of long-term debt (550 ) (46 ) (596 ) Less: Debt issuance costs, net (2,204 ) - (2,204 ) Long-term debt, net $ 52,246 $ 70 $ 52,316 |
Revenue Recognition and Contr20
Revenue Recognition and Contractual Adjustments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Revenue Recognition [Abstract] | |
Adjustment of Transactions Revenue | The table below shows the adjustments made to gross service revenues to arrive at net revenues (in thousands), the amount reported on our statements of operations. Three Months Ended March 31, 2016 2015 Gross service revenues $ 132,720 $ 53,631 Total contractual adjustments and discounts (73,016 ) (30,605 ) Net revenues $ 59,704 $ 23,026 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2016 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2015 5,326,505 $ 3.07 Options granted 762,500 6.77 Less: Options exercised 1,218,292 0.92 Options canceled or expired 139,542 4.68 Options outstanding at March 31, 2016 4,731,171 3.42 Exercisable at March 31, 2016 1,753,494 $ 2.32 |
Summary of Stock-Based Compensation Expense Recognized for Stock Options and Restricted Stock Included in Consolidated Statements of Operations | Stock based compensation expense recognized for stock options and restricted stock and included in the consolidated statements of operations was allocated as follows (in thousands): Three Months Ended March 31, 2016 2015 Research and development expense $ (9 ) $ 55 General and administrative expense 796 287 Total stock based compensation expense $ 787 $ 342 |
Summary of Warrant Activity | A summary of the warrant activity for the three months ended March 31, 2016 is as follows: Number of Weighted average shares exercise price Warrants outstanding at December 31, 2015 650,000 $ 1.48 Warrants granted — — Less: Warrants exercised — — Warrants canceled or expired — — Warrants outstanding at March 31, 2016 650,000 1.48 Exercisable at March 31, 2016 530,000 $ 1.49 |
Nature of Business and Basis 22
Nature of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Recently Issued Accounting Gu23
Recently Issued Accounting Guidance - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounting Changes And Error Corrections [Abstract] | ||
Current deferred tax assets | $ 16,668 | $ 16,668 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Dec. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2015 | Dec. 27, 2015 |
Business Acquisition [Line Items] | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 100,000,000 | ||
Preferred stock, shares authorized | 50,000,000 | 10,000,000 | ||||
Amortization of intangibles | $ 2,026,000 | $ 93,000 | ||||
Debt issuance costs | $ 2,204,000 | |||||
GE Medical [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage upon conversion of preferred stock | 32.00% | |||||
Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt issuance costs | $ 2,204,000 | |||||
Clarient, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price in cash payment | $ 73,800,000 | |||||
Payment for working capital adjustment | $ 6,700,000 | |||||
Business acquisition, purchase price payment in share | 15,000,000 | |||||
Discount due to lack of marketability of the common stock, percent | 15.00% | |||||
Fair value of preferred stock consideration | $ 102,510,000 | |||||
Fair value of preferred stock | $ 8.04 | |||||
Acquired intangible assets | $ 84,000,000 | |||||
Amortization of intangibles | $ 1,900,000 | $ 36,000 | ||||
Provisional fair value of accounts receivable acquired | 27,600,000 | |||||
Debt issuance costs | 3,300,000 | |||||
Clarient, Inc. [Member] | General and Administrative Expense [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related transaction costs | $ 4,700,000 | |||||
Clarient, Inc. [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired intangible assets | $ 81,000,000 | |||||
Intangible asset amortization period | 15 years | |||||
Clarient, Inc. [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired intangible assets | $ 3,000,000 | |||||
Intangible asset amortization period | 2 years | |||||
Clarient, Inc. [Member] | Revolving Credit Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price in cash payment | $ 9,500,000 | |||||
Clarient, Inc. [Member] | Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price in cash payment | 53,600,000 | |||||
Clarient, Inc. [Member] | Cash on Hand [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price in cash payment | $ 10,700,000 | |||||
Clarient, Inc. [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price payment in share | 15,000,000 | |||||
Clarient, Inc. [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price payment in share | 14,666,667 | |||||
Fair value of preferred stock consideration | $ 73,200,000 | |||||
Fair value of preferred stock | $ 4.99 | |||||
Carrying amount of preferred stock | $ 28,600,000 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition Date Fair Value of Common Stock Transferred (Detail) - Clarient, Inc. [Member] $ / shares in Units, $ in Thousands | Dec. 30, 2015USD ($)$ / sharesshares |
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | |
Shares of common stock issued as consideration | shares | 15,000,000 |
Stock price per share on closing date | $ / shares | $ 8.04 |
Value of common stock issued as consideration | $ 120,600 |
Issue discount due to lack of marketability | (18,090) |
Fair value of common stock at December 30, 2015 | $ 102,510 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 146,179 | $ 146,421 | $ 2,929 | |
Clarient, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets, including cash and cash equivalents | $ 31,978 | |||
Property, plant and equipment | 19,241 | |||
Identifiable intangible assets – customer relationships | 84,000 | |||
Goodwill | 143,251 | |||
Total assets acquired | 278,470 | |||
Current liabilities | (12,389) | |||
Deferred tax liability | (17,904) | |||
Long-term liabilities | (103) | |||
Net assets acquired | 248,074 | |||
Clarient, Inc. [Member] | Initially Reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets, including cash and cash equivalents | 31,978 | |||
Property, plant and equipment | 19,241 | |||
Identifiable intangible assets – customer relationships | 84,000 | |||
Goodwill | 143,493 | |||
Total assets acquired | 278,712 | |||
Current liabilities | (12,631) | |||
Deferred tax liability | (17,904) | |||
Long-term liabilities | (103) | |||
Net assets acquired | 248,074 | |||
Clarient, Inc. [Member] | Measurement Period Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | (242) | |||
Total assets acquired | (242) | |||
Current liabilities | $ 242 |
Acquisitions - Summary of Est27
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical ) (Detail) $ in Thousands | Dec. 30, 2015USD ($) |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Liabilities [Abstract] | |
Cash and cash equivalents | $ 890 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro forma Information (Detail) - Clarient, Inc. [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 15 Months Ended |
Mar. 31, 2015USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 54,316 |
Net (loss) attributable to common stockholders | $ | $ (45,526) |
(Loss) per share | $ / shares | $ (0.60) |
Basic | shares | 75,277 |
Diluted | shares | 75,277 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 146,179 | $ 146,421 | $ 2,929 | |
Amortization of intangibles | $ 2,026 | $ 93 |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance as of January 1 | $ 146,421 | $ 2,929 |
Goodwill acquired during the period | 143,492 | |
Adjustment to preliminary value of goodwill (Note C) | (242) | |
Balance at end of period | $ 146,179 | $ 146,421 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
COST | $ 88,912 | $ 88,912 |
Accumulated Amortization | 3,138 | 1,112 |
Total | $ 85,774 | $ 87,800 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
COST | $ 3,000 | $ 3,000 |
Accumulated Amortization | 383 | 8 |
Total | $ 2,617 | $ 2,992 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 156 months | 156 months |
COST | $ 82,930 | $ 82,930 |
Accumulated Amortization | 1,842 | 247 |
Total | $ 81,088 | $ 82,683 |
Support Vector Machine (SVM) Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 108 months | 108 months |
COST | $ 500 | $ 500 |
Accumulated Amortization | 227 | 213 |
Total | $ 273 | $ 287 |
Laboratory Developed Test (LDT) Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 164 months | 164 months |
COST | $ 1,482 | $ 1,482 |
Accumulated Amortization | 443 | 416 |
Total | $ 1,039 | $ 1,066 |
Flow Cytometry and Cytogenetics Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 202 months | 202 months |
COST | $ 1,000 | $ 1,000 |
Accumulated Amortization | 243 | 228 |
Total | $ 757 | $ 772 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 5,246 | |
2,017 | 7,264 | |
2,018 | 5,771 | |
2,019 | 5,771 | |
2,020 | 5,771 | |
2,021 | 5,726 | |
Thereafter | 50,225 | |
Total | $ 85,774 | $ 87,800 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Dec. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Line Of Credit Facility [Line Items] | |||
Revolving credit facility, net | $ 8,869,000 | ||
Term Loan [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 55,000,000 | ||
Current outstanding borrowings | $ 550,000 | ||
Long-term outstanding borrowings | 52,200,000 | ||
Unamortized transaction costs | $ 2,200,000 | ||
Interest rate description | (i) (A) a base rate equal to the greatest of 4%, the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1%, plus (B) an initial applicable margin of 6% , or (ii) the (A) LIBOR rate for interest periods from one to twelve months, plus (B) an initial applicable margin of 7%, with a minimum LIBOR of 1.00%. Interest on borrowings under the facility will be reduced to Base Rate plus 5.5% or LIBOR plus 6.50% upon the later of (i) NeoGenomics’ achieving maximum total leverage of less than 2.0 to 1.0 and (ii) January 1, 2017. | ||
Debt instrument covenants description | The Term Loan Facility contains the following financial covenants: (i) maintenance of a maximum total leverage ratio of 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), and (ii) maintenance of a minimum consolidated fixed charge coverage ratio of 1.10 to 1.0 (stepping up over time to 1.25 to 1.0). These covenants are effective beginning with the quarter ending March 31, 2016 | ||
Term Loan [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument covenants fixed charge coverage ratio | 1.10% | ||
Debt instrument covenants stepping up over time fixed charge coverage ratio | 1.25% | ||
Term Loan [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument covenants leverage ratio | 4.00% | ||
Debt instrument covenants stepping down over time leverage ratio | 3.25% | ||
Term Loan [Member] | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument interest rate applicable margin | 6.00% | ||
Term Loan [Member] | Scenario Two [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument interest rate applicable margin | 7.00% | ||
Debt instrument, Leverage ratio | 0.020 | ||
Term Loan [Member] | Base Rate | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 4.00% | ||
Term Loan [Member] | Base Rate | Scenario Two [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 5.50% | ||
Term Loan [Member] | Federal Funds Rate Plus [Member] | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 0.50% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.00% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 6.50% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.00% | ||
Auto Loan | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument maturity period | 5 years | ||
Annual amortization percent in principal amount | 1.00% | ||
Debt instrument, Interest rate minimum | 0.00% | ||
Debt instrument, Interest rate maximum | 5.20% | ||
Auto Loan | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 36 months | ||
Auto Loan | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 60 months | ||
Revolving Credit Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | 25,000,000 | ||
Debt instrument, Term | 5 years | ||
Debt instrument description | (i) (A) a base rate equal to the greatest of the prime rate, the federal funds rate plus 0.5% and the three month LIBOR rate plus 1%, plus (B) an applicable margin ranging from 2.0% to 2.5%, or (ii) the (A) LIBOR rate plus (B) an applicable margin ranging from 3.0% to 3.5%. NeoGenomics will also pay 0.25% per year on any unused portion of the revolver. | ||
Debt instrument covenants description | The Revolving Credit Facility contains the following financial covenants: (i) maintenance of a maximum total leverage ratio (funded indebtedness (including the outstanding amounts under the Credit Facilities), plus capitalized lease obligations, divided by EBITDA) of not more than 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), (ii) maintenance of a minimum consolidated fixed charge coverage ratio (EBITDA less capital expenditures not financed with debt or certain equity), divided by the sum of cash interest expense, scheduled payments and mandatory prepayments of principal on indebtedness, taxes and restricted payments) of at least 1.1 to 1.0 (stepping up over time to 1.25 to 1.0) and (iii) maintenance of a minimum cash velocity equal to or greater than 80%. These covenants are effective beginning with the quarter ending March 31, 2016. The Company was in compliance with such all covenants as of March 31, 2016. | ||
Debt instrument covenants minimum cash velocity percentage | 80.00% | ||
Debt instrument, maturity date | Dec. 30, 2020 | ||
Available credit | $ 25,000,000 | ||
Revolving Credit Facility [Member] | Other Current Assets [Member] | |||
Line Of Credit Facility [Line Items] | |||
Unamortized transaction costs | $ 1,200,000 | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument covenants fixed charge coverage ratio | 1.10% | ||
Debt instrument covenants stepping up over time fixed charge coverage ratio | 1.25% | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument covenants leverage ratio | 4.00% | ||
Debt instrument covenants stepping down over time leverage ratio | 3.25% | ||
Revolving Credit Facility [Member] | Scenario One [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument interest rate applicable margin | 2.00% | ||
Revolving Credit Facility [Member] | Scenario One [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument interest rate applicable margin | 2.50% | ||
Revolving Credit Facility [Member] | Scenario Two [Member] | |||
Line Of Credit Facility [Line Items] | |||
Fee percentage on unused portion | 0.25% | ||
Revolving Credit Facility [Member] | Federal Funds Rate Plus [Member] | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 0.50% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | Scenario One [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.00% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 3.00% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 3.50% | ||
Letter of Credit Sub Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | ||
Revolving Credit Facility and Letter of Credit Sub Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Percentage of borrowing base | 0.85 | ||
Revolving credit facility, net | $ 0 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | $ 453 | |
2,017 | 590 | |
2,018 | 568 | |
2,019 | 564 | |
2,020 | 52,941 | |
Long-term Debt | 55,116 | |
Less: Current portion of long-term debt | (596) | $ (600) |
Less: Debt issuance costs, net | (2,204) | |
Long-term portion of loans, net | 52,316 | $ 52,336 |
Term Loan [Member] | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | 413 | |
2,017 | 550 | |
2,018 | 550 | |
2,019 | 550 | |
2,020 | 52,937 | |
Long-term Debt | 55,000 | |
Less: Current portion of long-term debt | (550) | |
Less: Debt issuance costs, net | (2,204) | |
Long-term portion of loans, net | 52,246 | |
Auto Loan | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | 40 | |
2,017 | 40 | |
2,018 | 18 | |
2,019 | 14 | |
2,020 | 4 | |
Long-term Debt | 116 | |
Less: Current portion of long-term debt | $ (46) |
Class A Redeemable Convertibl35
Class A Redeemable Convertible Preferred Stock - Additional Information (Detail) - Series A Redeemable Convertible Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | |
Temporary Equity [Line Items] | |||
Temporary equity, shares issued | 14,666,667 | 14,666,667 | 14,666,667 |
Temporary equity, face value | $ 0.01 | $ 0.01 | $ 7.50 |
Temporary equity, liquidation value | $ 110 | ||
Temporary equity, fair value | $ 73.2 | ||
Temporary equity issued, price per share | $ 4.99 | ||
Temporary equity issue discount | $ 36.8 | ||
Temporary equity value of beneficial conversion feature | $ 44.7 | ||
Temporary equity recognized amount of beneficial conversion feature | $ 1.8 |
Revenue Recognition and Contr36
Revenue Recognition and Contractual Adjustments - Adjustment of Transactions Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue Recognition [Abstract] | ||
Gross service revenues | $ 132,720 | $ 53,631 |
Total contractual adjustments and discounts | (73,016) | (30,605) |
Total Revenue, net | $ 59,704 | $ 23,026 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Equity [Abstract] | |
Stock options, beginning balance | shares | 5,326,505 |
Stock options, granted | shares | 762,500 |
Stock options, exercised | shares | 1,218,292 |
Stock options, canceled or expired | shares | 139,542 |
Stock options, ending balance | shares | 4,731,171 |
Stock options, exercisable, ending balance | shares | 1,753,494 |
Weighted average exercise price, beginning balance | $ / shares | $ 3.07 |
Weighted average exercise price, granted | $ / shares | 6.77 |
Weighted average exercise price, exercised | $ / shares | 0.92 |
Weighted average exercise price, canceled or expired | $ / shares | 4.68 |
Weighted average exercise price, ending balance | $ / shares | 3.42 |
Weighted average exercise price, exercisable, ending balance | $ / shares | $ 2.32 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation cost | $ 4,000,000 | |
Unrecognized share-based compensation expense, weighted-average recognition period | 1 year 4 months 24 days | |
Stock compensation expense | $ 787,000 | $ 342,000 |
Research And Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | (9,000) | 55,000 |
Research And Development Expense [Member] | Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ (84,000) | $ 59,000 |
Equity - Summary of Stock-Based
Equity - Summary of Stock-Based Compensation Expense Recognized for Stock Options and Restricted Stock Included in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 787 | $ 342 |
Research And Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | (9) | 55 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 796 | $ 287 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Detail) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 650,000 |
Warrants, granted | shares | 0 |
Warrants, exercised | shares | 0 |
Warrants, canceled or expired | shares | 0 |
Warrants outstanding, ending balance | shares | 650,000 |
Warrants exercisable, ending balance | shares | 530,000 |
Weighted average exercise price, warrants outstanding, beginning balance | $ / shares | $ 1.48 |
Weighted average exercise price, warrants granted | $ / shares | 0 |
Weighted average exercise price, warrants exercised | $ / shares | 0 |
Weighted average exercise price, warrants canceled or expired | $ / shares | 0 |
Weighted average exercise price, warrants outstanding, ending balance | $ / shares | 1.48 |
Weighted average exercise price, warrants exercisable, ending balance | $ / shares | $ 1.49 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Contractual Obligation [Line Items] | ||
Agreement for purchase of equipment | $ 173,000 | $ 2,525,000 |
Laboratory and Computer Equipment [Member] | ||
Contractual Obligation [Line Items] | ||
Agreement for purchase of equipment | $ 173,000 | |
Interest rate | 5.00% | |
Laboratory and Computer Equipment [Member] | 36 Month Term [Member] | ||
Contractual Obligation [Line Items] | ||
Lease term period | 36 months | |
Buyout option | $ 1 | |
Interest rate | 6.01% |
Other Related Party Transacti42
Other Related Party Transactions - Additional Information (Detail) - Executive Vice President [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Fees for consulting work performed | $ 65,750 | $ 65,000 |
Payment of annual bonus compensation | $ 78,900 | $ 47,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 20, 2016 | Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||
Options, grant date price | $ 6.77 | |||||
Scenario, Forecast | 2016 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expected stock option compensation expense increase | $ 1,700,000 | |||||
Scenario, Forecast | 2017 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expected stock option compensation expense increase | $ 1,400,000 | |||||
Scenario, Forecast | 2018 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expected stock option compensation expense increase | $ 584,000 | |||||
Scenario, Forecast | 2019 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expected stock option compensation expense increase | $ 118,000 | |||||
Subsequent Event [Member] | Certain Executives and Key Employees [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Options, number granted | 1,525,027 | |||||
Options, grant date price | $ 7.15 | |||||
Options, weighted average fair market value | $ 2.50 | |||||
Options granted, fair market value | $ 3,800,000 |