Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 78,512,921 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 28,935 | $ 23,420 |
Accounts receivable (net of allowance for doubtful accounts of $11,056 and $4,759, respectively) | 50,184 | 48,943 |
Inventories | 5,952 | 5,108 |
Other current assets | 7,488 | 4,889 |
Total current assets | 92,559 | 82,360 |
Property and equipment (net of accumulated depreciation of $37,840 and $26,534, respectively) | 34,169 | 34,577 |
Intangible assets, net | 82,346 | 87,800 |
Goodwill | 146,179 | 146,421 |
Other assets | 174 | 129 |
Total assets | 355,427 | 351,287 |
Current liabilities | ||
Accounts payable | 13,984 | 12,464 |
Accrued compensation | 11,382 | 6,217 |
Accrued expenses and other liabilities | 4,380 | 7,374 |
Revolving credit facility, net | 8,869 | |
Short-term portion of capital leases | 5,000 | 4,534 |
Short-term portion of loans | 646 | 600 |
Total current liabilities | 35,392 | 40,058 |
Long-term liabilities | ||
Long-term portion of capital leases | 5,513 | 5,040 |
Long-term portion of loans, net | 52,194 | 52,336 |
Deferred income tax liability, net | 16,236 | 15,741 |
Total long-term liabilities | 73,943 | 73,117 |
Total liabilities | 109,335 | 113,175 |
Commitments and contingencies - see Note I | ||
Redeemable convertible preferred stock | ||
Series A Redeemable Convertible Preferred Stock, $0.001 par value, (50,000,000 shares authorized; and 14,666,667 shares issued and outstanding, respectively) | 45,302 | 28,602 |
Stockholders' equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 78,494,022 and 75,820,307 shares issued and outstanding, respectively) | 78 | 76 |
Additional paid-in capital | 238,975 | 231,375 |
Accumulated deficit | (38,263) | (21,941) |
Total stockholders’ equity | 200,790 | 209,510 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 355,427 | $ 351,287 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 11,056 | $ 4,759 |
Property and equipment, accumulated depreciation | $ 37,840 | $ 26,534 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 78,494,022 | 75,820,307 |
Common stock, shares outstanding | 78,494,022 | 75,820,307 |
Redeemable Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
NET REVENUE | ||||
Clinical testing revenue | $ 55,739 | $ 24,875 | $ 166,674 | $ 71,770 |
Pharma Services & research revenue | 5,022 | 251 | 16,919 | 753 |
Total Revenue, net | 60,761 | 25,126 | 183,593 | 72,523 |
COST OF REVENUE | 33,416 | 13,955 | 100,471 | 40,995 |
GROSS MARGIN | 27,345 | 11,171 | 83,122 | 31,528 |
Operating expenses: | ||||
General and administrative | 19,025 | 7,438 | 55,810 | 21,036 |
Research and development | 967 | 871 | 3,719 | 2,342 |
Sales and marketing | 5,958 | 2,748 | 18,084 | 8,569 |
Total Operating Expenses | 25,950 | 11,057 | 77,613 | 31,947 |
INCOME (LOSS) FROM OPERATIONS | 1,395 | 114 | 5,509 | (419) |
Interest expense, net | 1,468 | 239 | 4,509 | 623 |
Income (loss) before taxes | (73) | (125) | 1,000 | (1,042) |
Income tax expense (benefit) | (6) | 500 | 20 | |
NET INCOME (LOSS) | (67) | (125) | 500 | (1,062) |
Deemed dividends on preferred stock | 1,840 | 5,520 | ||
Amortization of preferred stock beneficial conversion feature | 3,727 | 11,180 | ||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (5,634) | $ (125) | $ (16,200) | $ (1,062) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Basic | $ (0.07) | $ 0 | $ (0.21) | $ (0.02) |
Diluted | $ (0.07) | $ 0 | $ (0.21) | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 78,145 | 60,537 | 77,224 | 60,414 |
Diluted | 78,145 | 60,537 | 77,224 | 60,414 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 500 | $ (1,062) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 11,550 | 4,971 |
Amortization of intangibles | 5,454 | 283 |
Amortization of debt issue costs | 532 | |
Stock based compensation – options, restricted stock and warrants | 4,024 | 1,907 |
Provision for bad debts | 8,183 | 1,849 |
Changes in assets and liabilities, net of business acquisition: | ||
(Increase) in accounts receivable, net of write-offs | (9,424) | (2,930) |
(Increase) in inventories | (844) | (351) |
(Increase) in prepaid expenses | (1,482) | (409) |
(Increase) decrease in other current assets | (46) | 12 |
Increase in accounts payable and other liabilities | 3,271 | 2 |
Net cash provided by operating activities | 21,718 | 4,272 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (5,328) | (1,682) |
Net cash used in investing activities | (5,328) | (1,682) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of revolving credit facility | (10,044) | |
Repayment of term loan | (413) | |
Repayment of capital lease obligations/loans | (3,874) | (2,912) |
Proceeds from the exercise of options, warrants and ESPP shares, net of transaction expenses | 3,456 | 599 |
Net cash used in financing activities | (10,875) | (2,313) |
Net change in cash and cash equivalents | 5,515 | 277 |
Cash and cash equivalent, beginning of period | 23,420 | 33,689 |
Cash and cash equivalents, end of period | 28,935 | 33,966 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,993 | 672 |
Income taxes paid | 228 | 20 |
Supplemental disclosure of non-cash investing and financing information: | ||
Equipment acquired under capital lease/loan obligations | 4,907 | $ 4,377 |
Deemed dividends on preferred stock | 5,520 | |
Amortization of preferred stock beneficial conversion feature | $ 11,180 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 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”), and its subsidiaries, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO” or, “NeoGenomics Laboratories”), NeoGenomics Bioinformatics Inc., a Florida corporation, Path Labs LLC., a Delaware limited liability company (“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 SEC on March 15, 2016 and as amended and filed with the SEC on April 18, 2016. Certain amounts in previously issued financial statements were reclassified to conform to the current presentation (see Note B). 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, pharmaceutical companies and researchers, which represents 100% of the Company’s consolidated assets, net revenues and net loss for the three and nine months ended September 30, 2016 and 2015. We have evaluated our segments based on how the Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, reviews performance and makes decisions in managing the Company. At September 30, 2016, all of our services were provided within the United States and all of our assets were located in the United States. We have two primary types of customers, clinical and pharma. Our clinical customers include community based pathology practices, oncology groups, hospitals and academic centers. Our pharma customers include pharmaceutical companies to whom we provide testing and other services to support their studies and clinical trials. We continue to assess the information available to the CODM since the close of the Clarient acquisition. Currently, discrete financial information is not available to the CODM about the separate financial performance of our clinical and our pharma customers. As we continue to integrate the two companies and focus separately on the two customer types we will routinely assess the information available and reviewed by the CODM and determine if we meet the criteria for having separate segments. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Guidance | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted and Issued Accounting Guidance | Note B — Recently Adopted and Issued Accounting Guidance Adopted Effective January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes Effective September 2015, the FASB issued ASU 2015-16, Business Combinations Issued In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires ASU 2016-02 is effective for periods beginning after December 15, 2018 and interim periods within those periods. The Company is currently evaluating the impact the adoption of this update will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The update requires excess tax benefits and tax deficiencies to be recorded directly through earnings as a component of income tax expense. Under current GAAP, these differences are generally recorded in additional paid-in capital and thus have no impact on net income. The change will also impact the computation of diluted earnings per share, and the cash flows associated with those items will be classified as operating activities on the condensed statements of consolidated cash flows. Entities will be permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required under current GAAP, or recognized when they occur. ASU 2016-09 is effective for periods beginning after December 15, 2016 and interim periods within those periods. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 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., 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 Redeemable Convertible Preferred Stock (“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 $53.6 million, net of transaction costs was funded using a term loan On December 21, 2015 shareholders approved and on December 28, 2015, NeoGenomics filed with the Secretary of State of the State of Nevada amendments to its Articles of Incorporation to increase the authorized number of shares of common stock from 100.0 million shares to 250.0 million shares and to increase the authorized number of shares of preferred stock from 10.0 million shares to 50.0 million shares in order to fund the common and preferred stock portion of the purchase price, among other things. The Company issued 15,000,000 shares of common stock as partial consideration for the acquisition of Clarient. The common stock includes restrictions imposed on the holder in the I The Acquisition Date fair value of common stock transferred is calculated below ($ 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 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. The Company is in the process of obtaining information to measure the 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 three and nine months ending September 30, 2016, we recorded approximately $1.7 million and $5.2 million of amortization expense respectively. 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 was approximately $27.6 million as of the Acquisition Date. 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), has been provided for illustrative purposes and is not necessarily indicative of results that would have occurred had the acquisition of Clarient been in effect since January 1, 2014, nor is it necessarily indicative of future results. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Revenue $ 52,647 $ 160,993 Net (loss) attributable to common stockholders (5,845 ) (55,403 ) (Loss) per share: Basic (0.08 ) (0.73 ) Diluted (0.08 ) (0.73 ) The unaudited pro forma consolidated results for the three and nine months ended September 30, 2014 have been prepared by adjusting our historical results to include the acquisition of Clarient as if it occurred on January 1, 2014. These unaudited pro forma consolidated historical results were then adjusted for the following: • Removal of transaction expenses from the year ended December 31, 2015 and record them in the year ended September 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 TM TM • Removal of 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. • Removal of 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016. The changes in the carrying amount of goodwill for the nine month period ended September 30, 2016 and for the year ended December 31, 2015 are as follows (in thousands): September 30, 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 September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 1,133 $ 1,867 Customer Relationships 156 months 82,930 4,409 78,521 Support Vector Machine (SVM) technology 108 months 500 255 245 Laboratory developed test (LDT) technology 164 months 1,482 497 985 Flow Cytometry and Cytogenetics technology 202 months 1,000 272 728 Total $ 88,912 $ 6,566 $ 82,346 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 $1.8 million and $93,000 in straight-line amortization expense of intangible assets for the three months ended September 30, 2016 and 2015, respectively. We recorded approximately $5.5 million and $283,000 in straight-line amortization expense of intangibles for the nine months ended September 30, 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 LDT technology and the Flow Cytometry and Cytogenetics technology intangible assets as a research and development expense until such time that we have products, services or cost savings directly attributable to these intangible assets that would require them to be recorded 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 September 30, 2016 is as follows (in thousands): Year Ending December 31, Remainder of 2016 $ 1,818 2017 7,264 2018 5,771 2019 5,771 2020 5,771 2021 5,726 Thereafter 50,225 Total $ 82,346 |
Debt
Debt | 9 Months Ended |
Sep. 30, 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”) for which AB Private Credit Investors LLC acts as the administrative agent and collateral agent. The Term Loan provides for $55.0 million of borrowings. On September 30, 2016, the Company had current outstanding borrowings of $550,000 and long-term outstanding borrowings of $52.1 million, net of unamortized debt issuance costs of $2.0 million. The fair value of the Term Loan is estimated based on a valuation performed by an external consultant. The inputs used in the fair value measurement include the present value of the term loan, current yield data using comparable companies and recently issued bonds with similar terms. Consideration was also given to the potential for adjustments in the interest rate, mandatory and voluntary repayments and the events of default using a Monte Carlo simulation. These measurements are categorized as Level 3 inputs. The following table presents the carrying values and fair values of the Company’s Term Loan (in thousands): September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (1) Term Loan $ 54,587 $ 56,035 $ 55,022 $ 55,022 Total $ 54,587 $ 56,035 $ 55,022 $ 55,022 (1) The Company entered in to the Term Loan on December 30, 2015, due to the short period of time the loan was outstanding carrying value approximates fair value at December 31, 2015. The interest rate for borrowings under the Term Loan will be, at the Company’s 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. The Company and all of its present and future subsidiaries (other than NeoGenomics Laboratories) are guarantors under the Term Loan. The Term Loan 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 were effective beginning with the quarter ended March 31, 2016. The Company was in compliance with all such financial covenants as of September 30, 2016. The Term Loan 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 has a maturity of five years. In addition, the Term Loan 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 September 30, 2016 are summarized as follows (in thousands): Term Loan Auto Loans Total Long Term Debt Remainder of 2016 $ 137 $ 24 $ 161 2017 550 92 642 2018 550 69 619 2019 550 36 586 2020 52,800 5 52,805 54,587 226 54,813 Less: Current portion of long-term debt (550 ) (96 ) (646 ) Less: Debt issuance costs, net (1,973 ) - (1,973 ) Long-term debt, net $ 52,064 $ 130 $ 52,194 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., acts 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 the 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 is, at the Company’s 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 were effective beginning with the quarter ended March 31, 2016. The Company was in compliance with all such financial covenants as of September 30, 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 Company was in compliance with all such financial covenants as of September 30, 2016. 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 September 30, 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 $1.1 million have been reclassified into other current assets at September 30, 2016. We will continue to show debt issuance costs as a reduction in the related liability to the extent that there is an outstanding balance on the Revolving Credit Facility in the future. As of September 30, 2016, 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 | 9 Months Ended |
Sep. 30, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Note F — Class A Redeemable Convertible Preferred Stock On December 30, 2015, NeoGenomics issued 14,666,667 shares of its 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. During the first year, the Series A Preferred Stock has a liquidation value of $100 million if the shares are redeemed prior to December 29, 2016. The carrying amount of the Series A Preferred Stock at September 30, 2016 was $45.3 million as compared to the carrying amount at December 31, 2015 of $28.6 million. The increase in the carrying amount is from the accrual of deemed dividends of approximately $5.5 million and the accretion of the beneficial conversion feature of approximately $11.2 million during the nine months ending September 30, 2016, of which both amounts are recorded as distributions to the holders of the Series A Preferred Stock on the income statement with the corresponding entry recorded as an increase to the carrying value of the Series A Preferred Stock. Issue Discount The Company recorded the Series A Preferred Stock at a fair value of approximately $73.2 million or $4.99 per share on the date of issuance. The difference between the fair value of $73.2 million and the liquidation value of $110 million represents a discount of $36.8 million from the initial face value as a result of assessing the impact the rights and features (listed below) of the instrument and their effect on the value to the Company. 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 holder 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 amounts recognized for the three and nine months ended September 30, 2016 was approximately $3.7 million and $11.2 million respectively. Classification The Company classified the Series A 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 | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ending September 30, 2016 2015 2016 2015 Gross service revenues $ 114,902 $ 57,192 $ 376,857 $ 167,525 Total contractual adjustments and discounts (54,141 ) (32,066 ) (193,264 ) (95,002 ) Net revenues $ 60,761 $ 25,126 $ 183,593 $ 72,523 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | Note H — Equity A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2016 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2015 5,326,505 $ 3.07 Options granted 2,542,527 7.10 Less: Options exercised 2,395,015 1.61 Options canceled or expired 258,155 3.32 Options outstanding at September 30, 2016 5,215,862 5.67 Exercisable at September 30, 2016 1,162,128 3.74 Of the 5,215,862 outstanding options at September 30, 2016, 1,005,000 were variable accounted stock options issued to non-employees of the Company of which 117,500 options were vested and 887,500 options were unvested as of September 30, 2016. The fair value of each stock option award granted during the nine months ended September 30, 2016 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended September 30, 2016 Expected term (in years) 1.0 - 4.5 Risk-free interest rate (%) 1.1% Expected volatility (%) 46.5% - 56.7% Dividend yield (%) 0.0% Weighted average fair value/share at grant date $ 2.56 As of September 30, 2016, there was approximately $8.2 million of unrecognized share based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.5 years. This includes $2.2 million in unrecognized expense related to the 887,500 shares of unvested variable accounted for stock options subject to fair value adjustment at the end of each reporting period based on changes in the Company’s stock price. 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development expense $ 187 $ 161 $ 550 $ 339 General and administrative expense 1,499 667 3,484 1,395 Total stock based compensation expense $ 1,686 $ 828 $ 4,034 $ 1,734 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 nine months ended September 30, 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 (200,000 ) 1.50 Warrants canceled or expired — — Warrants outstanding at September 30, 2016 450,000 1.50 Exercisable at September 30, 2016 450,000 1.50 During the three months ended September 30, 2016 and 2015, we recorded $0 and $58,000 of warrant compensation expense, respectively. During the nine months ended September 30, 2016, we recorded warrant compensation gain of $10,075 and during the nine months ended September 30, 2015, we recorded $173,000 of warrant compensation expense, respectively. Warrant expense for the periods presented is recorded in research and development as the expense related to unvested performance based warrants granted to a non-employee. As of September 30, 2016 all warrants are fully vested. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note I — Commitments During the three and nine months ended September 30, 2016, the Company entered into leases for approximately $2.4 million and $4.8 million respectively 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 1.4% and 13.7%. The Company accounted for these lease agreements as capital leases. |
Other Related Party Transaction
Other Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | Note J — Other Related Party Transaction During each of the three month periods ended September 30, 2016 and 2015, Steven C. Jones, an officer, director and shareholder of the Company, earned approximately $66,000 for consulting work performed in connection with his duties as Executive Vice President of Finance. During each of the nine months periods ended September 30, 2016 and 2015, Mr. Jones, earned approximately $197,000 for consulting work performed in connection with his duties as Executive Vice President of Finance. Mr. Jones also received approximately $79,000 and $78,000 during the nine months ended September 30, 2016 and 2015, respectively as payment of his annual bonus compensation for the previous fiscal years. On April 20, 2016, the Company granted Mr. Jones 100,000 non-qualified stock options. The options were granted at a price of $7.15 per share and had a weighted average fair market value of $3.06 per option. The options vest ratably over the next three years. We use variable accounting for these options and accordingly they are subject to fair value adjustment at the end of each reporting period based on changes in the Company’s stock price. |
Acquisitions (Tables)
Acquisitions (Tables) - Clarient, Inc. [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Acquisition Date Fair Value of Common Stock Transferred | The Acquisition Date fair value of common stock transferred is calculated below ($ in thousands, except share and per share amounts): 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), has been provided for illustrative purposes and is not necessarily indicative of results that would have occurred had the acquisition of Clarient been in effect since January 1, 2014, nor is it necessarily indicative of future results. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Revenue $ 52,647 $ 160,993 Net (loss) attributable to common stockholders (5,845 ) (55,403 ) (Loss) per share: Basic (0.08 ) (0.73 ) Diluted (0.08 ) (0.73 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the nine month period ended September 30, 2016 and for the year ended December 31, 2015 are as follows (in thousands): September 30, 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 September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 1,133 $ 1,867 Customer Relationships 156 months 82,930 4,409 78,521 Support Vector Machine (SVM) technology 108 months 500 255 245 Laboratory developed test (LDT) technology 164 months 1,482 497 985 Flow Cytometry and Cytogenetics technology 202 months 1,000 272 728 Total $ 88,912 $ 6,566 $ 82,346 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 September 30, 2016 is as follows (in thousands): Year Ending December 31, Remainder of 2016 $ 1,818 2017 7,264 2018 5,771 2019 5,771 2020 5,771 2021 5,726 Thereafter 50,225 Total $ 82,346 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Maturities of Long-Term Debt | Maturities of long-term debt at September 30, 2016 are summarized as follows (in thousands): Term Loan Auto Loans Total Long Term Debt Remainder of 2016 $ 137 $ 24 $ 161 2017 550 92 642 2018 550 69 619 2019 550 36 586 2020 52,800 5 52,805 54,587 226 54,813 Less: Current portion of long-term debt (550 ) (96 ) (646 ) Less: Debt issuance costs, net (1,973 ) - (1,973 ) Long-term debt, net $ 52,064 $ 130 $ 52,194 |
Term Loan [Member] | |
Carrying Values And Fair Values of Company's Term Loan | The following table presents the carrying values and fair values of the Company’s Term Loan (in thousands): September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (1) Term Loan $ 54,587 $ 56,035 $ 55,022 $ 55,022 Total $ 54,587 $ 56,035 $ 55,022 $ 55,022 (1) The Company entered in to the Term Loan on December 30, 2015, due to the short period of time the loan was outstanding carrying value approximates fair value at December 31, 2015. |
Revenue Recognition and Contr19
Revenue Recognition and Contractual Adjustments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ending September 30, 2016 2015 2016 2015 Gross service revenues $ 114,902 $ 57,192 $ 376,857 $ 167,525 Total contractual adjustments and discounts (54,141 ) (32,066 ) (193,264 ) (95,002 ) Net revenues $ 60,761 $ 25,126 $ 183,593 $ 72,523 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2016 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2015 5,326,505 $ 3.07 Options granted 2,542,527 7.10 Less: Options exercised 2,395,015 1.61 Options canceled or expired 258,155 3.32 Options outstanding at September 30, 2016 5,215,862 5.67 Exercisable at September 30, 2016 1,162,128 3.74 |
Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the nine months ended September 30, 2016 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended September 30, 2016 Expected term (in years) 1.0 - 4.5 Risk-free interest rate (%) 1.1% Expected volatility (%) 46.5% - 56.7% Dividend yield (%) 0.0% Weighted average fair value/share at grant date $ 2.56 |
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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development expense $ 187 $ 161 $ 550 $ 339 General and administrative expense 1,499 667 3,484 1,395 Total stock based compensation expense $ 1,686 $ 828 $ 4,034 $ 1,734 |
Summary of Warrant Activity | Common Stock Warrants A summary of the warrant activity for the nine months ended September 30, 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 (200,000 ) 1.50 Warrants canceled or expired — — Warrants outstanding at September 30, 2016 450,000 1.50 Exercisable at September 30, 2016 450,000 1.50 |
Nature of Business and Basis 21
Nature of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016SegmentCustomer | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | Segment | 1 |
Number of customers | Customer | 2 |
Recently Adopted and Issued A22
Recently Adopted and Issued Accounting Guidance - Additional Information (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounting Changes And Error Corrections [Abstract] | ||
Current deferred tax assets | $ 8,500,000 | $ 16,668,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 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 | 250,000,000 | 100,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 10,000,000 | ||||||
Amortization of intangibles | $ 1,800 | $ 93 | $ 5,454 | $ 283 | ||||
GE Medical [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage upon conversion of preferred stock | 32.00% | 32.00% | ||||||
Clarient, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price in cash payment | $ 73,800 | |||||||
Payment for working capital adjustment | $ 6,700 | |||||||
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 | |||||||
Fair value of preferred stock | $ 8.04 | |||||||
Acquired intangible assets | $ 84,000 | |||||||
Amortization of intangibles | $ 1,700 | $ 5,200 | ||||||
Provisional fair value of accounts receivable acquired | 27,600 | |||||||
Debt issuance costs | $ 3,300 | |||||||
Clarient, Inc. [Member] | General and Administrative Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related transaction costs | $ 4,700 | |||||||
Clarient, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | $ 81,000 | |||||||
Intangible asset amortization period | 15 years | |||||||
Clarient, Inc. [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | $ 3,000 | |||||||
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 | |||||||
Clarient, Inc. [Member] | Term Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price in cash payment | 53,600 | |||||||
Clarient, Inc. [Member] | Cash on Hand [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price in cash payment | $ 10,700 | |||||||
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 | |||||||
Fair value of preferred stock | $ 4.99 | |||||||
Carrying amount of preferred stock | $ 28,600 |
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 | Sep. 30, 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 Est26
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] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Revenue | $ 52,647 | $ 160,993 |
Net (loss) attributable to common stockholders | $ (5,845) | $ (55,403) |
(Loss) per share: | ||
Basic | $ (0.08) | $ (0.73) |
Diluted | $ (0.08) | $ (0.73) |
Goodwill and Intangible Asset28
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 146,179 | $ 146,179 | $ 146,421 | $ 2,929 | ||
Amortization of intangibles | $ 1,800 | $ 93 | $ 5,454 | $ 283 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 Asset30
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 88,912 | $ 88,912 |
Accumulated Amortization | 6,566 | 1,112 |
Total | $ 82,346 | $ 87,800 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
Cost | $ 3,000 | $ 3,000 |
Accumulated Amortization | 1,133 | 8 |
Total | $ 1,867 | $ 2,992 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 156 months | 156 months |
Cost | $ 82,930 | $ 82,930 |
Accumulated Amortization | 4,409 | 247 |
Total | $ 78,521 | $ 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 | 255 | 213 |
Total | $ 245 | $ 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 | 497 | 416 |
Total | $ 985 | $ 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 | 272 | 228 |
Total | $ 728 | $ 772 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 1,818 | |
2,017 | 7,264 | |
2,018 | 5,771 | |
2,019 | 5,771 | |
2,020 | 5,771 | |
2,021 | 5,726 | |
Thereafter | 50,225 | |
Total | $ 82,346 | $ 87,800 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 52,100,000 | ||
Unamortized transaction costs | $ 2,000,000 | ||
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 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 were effective beginning with the quarter ended 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 | 200.00% | ||
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% | ||
Auto Loan | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 36 months | ||
Debt instrument, Interest rate | 0.00% | ||
Auto Loan | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 60 months | ||
Debt instrument, Interest rate | 5.20% | ||
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 were effective beginning with the quarter ended March 31, 2016. The Company was in compliance with all such financial covenants as of September 30, 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 | $ 1,100,000 | ||
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 | 85.00% | ||
Revolving credit facility, net | $ 0 |
Debt - Carrying Values And Fair
Debt - Carrying Values And Fair Values of Company's Term Loan (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Line Of Credit Facility [Line Items] | |||
Carrying Value | $ 54,813 | ||
Term Loan [Member] | |||
Line Of Credit Facility [Line Items] | |||
Carrying Value | 54,587 | $ 55,022 | |
Fair Value | $ 56,035 | $ 55,022 | [1] |
[1] | The Company entered in to the Term Loan on December 30, 2015, due to the short period of time the loan was outstanding carrying value approximates fair value at December 31, 2015 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | $ 161 | |
2,017 | 642 | |
2,018 | 619 | |
2,019 | 586 | |
2,020 | 52,805 | |
Long-term Debt | 54,813 | |
Less: Current portion of long-term debt | (646) | $ (600) |
Less: Debt issuance costs, net | (1,973) | |
Long-term portion of loans, net | 52,194 | 52,336 |
Term Loan [Member] | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | 137 | |
2,017 | 550 | |
2,018 | 550 | |
2,019 | 550 | |
2,020 | 52,800 | |
Long-term Debt | 54,587 | $ 55,022 |
Less: Current portion of long-term debt | (550) | |
Less: Debt issuance costs, net | (1,973) | |
Long-term portion of loans, net | 52,064 | |
Auto Loan | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2016 | 24 | |
2,017 | 92 | |
2,018 | 69 | |
2,019 | 36 | |
2,020 | 5 | |
Long-term Debt | 226 | |
Less: Current portion of long-term debt | (96) | |
Long-term portion of loans, net | $ 130 |
Class A Redeemable Convertibl35
Class A Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 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 | $ 0.001 | $ 0.001 | $ 0.001 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares issued | 14,666,667 | |||
Temporary equity, face value | $ 7.50 | |||
Temporary equity, liquidation value | $ 110 | |||
Temporary equity, liquidation description | During the first year, the Series A Preferred Stock has a liquidation value of $100 million if the shares are redeemed prior to December 29, 2016. | |||
Temporary equity, liquidation at redemption | $ 100 | $ 100 | ||
Temporary equity, carrying amount | 45.3 | 45.3 | $ 28.6 | |
Temporary equity, accrual of deemed dividends | 5.5 | |||
Temporary equity, accretion of beneficial conversion feature | 11.2 | |||
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 | 44.7 | ||
Temporary equity, recognized amount of beneficial conversion feature | $ 3.7 | $ 11.2 |
Revenue Recognition and Contr36
Revenue Recognition and Contractual Adjustments - Adjustment of Transactions Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue Recognition [Abstract] | ||||
Gross service revenues | $ 114,902 | $ 57,192 | $ 376,857 | $ 167,525 |
Total contractual adjustments and discounts | (54,141) | (32,066) | (193,264) | (95,002) |
Total Revenue, net | $ 60,761 | $ 25,126 | $ 183,593 | $ 72,523 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Equity [Abstract] | |
Stock options, beginning balance | shares | 5,326,505 |
Stock options, granted | shares | 2,542,527 |
Stock options, exercised | shares | 2,395,015 |
Stock options, canceled or expired | shares | 258,155 |
Stock options, ending balance | shares | 5,215,862 |
Stock options, exercisable, ending balance | shares | 1,162,128 |
Weighted average exercise price, beginning balance | $ / shares | $ 3.07 |
Weighted average exercise price, granted | $ / shares | 7.10 |
Weighted average exercise price, exercised | $ / shares | 1.61 |
Weighted average exercise price, canceled or expired | $ / shares | 3.32 |
Weighted average exercise price, ending balance | $ / shares | 5.67 |
Weighted average exercise price, exercisable, ending balance | $ / shares | $ 3.74 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option outstanding | 5,215,862 | 5,215,862 | 5,326,505 | ||
Stock options, granted | 2,542,527 | ||||
Unrecognized stock-based compensation cost | $ 8,200,000 | $ 8,200,000 | |||
Unrecognized share-based compensation expense, weighted-average recognition period | 1 year 6 months | ||||
Stock compensation expense (gain) | 1,686,000 | $ 828,000 | $ 4,034,000 | $ 1,734,000 | |
Research And Development Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense (gain) | 187,000 | 161,000 | 550,000 | 339,000 | |
Research And Development Expense [Member] | Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense (gain) | $ 0 | $ 58,000 | $ (10,075) | $ 173,000 | |
Non-Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, granted | 1,005,000 | ||||
Stock option vested | 117,500 | ||||
Stock option unvested | 887,500 | 887,500 | |||
Unrecognized stock-based compensation cost | $ 2,200,000 | $ 2,200,000 |
Equity - Fair Value of Each Sto
Equity - Fair Value of Each Stock Option Award Granted (Detail) | 9 Months Ended |
Sep. 30, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (%) | 1.10% |
Dividend yield (%) | 0.00% |
Weighted average fair value/share at grant date | $ 2.56 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year |
Expected volatility (%) | 46.50% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years 6 months |
Expected volatility (%) | 56.70% |
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,686 | $ 828 | $ 4,034 | $ 1,734 |
Research And Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 187 | 161 | 550 | 339 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,499 | $ 667 | $ 3,484 | $ 1,395 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Detail) - Warrant [Member] | 9 Months Ended |
Sep. 30, 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 | (200,000) |
Warrants, canceled or expired | shares | 0 |
Warrants outstanding, ending balance | shares | 450,000 |
Warrants exercisable, ending balance | shares | 450,000 |
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 | 1.50 |
Weighted average exercise price, warrants canceled or expired | $ / shares | 0 |
Weighted average exercise price, warrants outstanding, ending balance | $ / shares | 1.50 |
Weighted average exercise price, warrants exercisable, ending balance | $ / shares | $ 1.50 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Contractual Obligation [Line Items] | |||
Agreement for purchase of equipment | $ 4,907,000 | $ 4,377,000 | |
Laboratory and Computer Equipment [Member] | |||
Contractual Obligation [Line Items] | |||
Agreement for purchase of equipment | $ 2,400,000 | $ 4,800,000 | |
Interest rate | 1.40% | 1.40% | |
Laboratory and Computer Equipment [Member] | 36 Month Term [Member] | |||
Contractual Obligation [Line Items] | |||
Lease term period | 36 months | ||
Buyout option | $ 1 | $ 1 | |
Interest rate | 13.70% | 13.70% |
Other Related Party Transacti43
Other Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 20, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | |||||
Options, grant date price | $ 7.10 | ||||
Executive Vice President [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees for consulting work performed | $ 66,000 | $ 66,000 | $ 197,000 | $ 197,000 | |
Payment of annual bonus compensation | $ 79,000 | $ 78,000 | |||
Options, number granted | 100,000 | ||||
Options, grant date price | $ 7.15 | ||||
Options, weighted average fair market value | $ 3.06 | ||||
Options, vesting period | 3 years |