Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 09, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NEO | ||
Entity Registrant Name | NEOGENOMICS INC | ||
Entity Central Index Key | 1,077,183 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 78,822,928 | ||
Entity Public Float | $ 573.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 12,525 | $ 23,420 |
Accounts receivable (net of allowance for doubtful accounts of $13,699 and $4,759, respectively) | 55,512 | 48,943 |
Inventories | 6,253 | 5,108 |
Other current assets | 4,535 | 4,889 |
Total current assets | 78,825 | 82,360 |
Property and equipment (net of accumulated depreciation of $27,102 and $26,534, respectively) | 34,036 | 34,577 |
Intangible assets, net | 77,064 | 87,800 |
Goodwill | 147,019 | 146,421 |
Other assets | 174 | 129 |
Total assets | 337,118 | 351,287 |
Current liabilities | ||
Accounts payable | 16,782 | 12,464 |
Accrued compensation | 8,351 | 6,217 |
Accrued expenses and other liabilities | 4,247 | 7,374 |
Revolving credit facility, net | 8,869 | |
Short-term portion of car loans | 92 | 50 |
Short-term portion of capital leases | 4,891 | 4,534 |
Short-term portion of term loan | 3,750 | 550 |
Total current liabilities | 38,113 | 40,058 |
Long-term liabilities | ||
Long-term portion of car loans | 110 | 82 |
Long-term portion of capital leases | 5,378 | 5,040 |
Long-term portion of term loan, net | 70,149 | 52,254 |
Revolving credit facility, net | 21,799 | |
Deferred income tax liability, net | 14,973 | 15,741 |
Total long-term liabilities | 112,409 | 73,117 |
Total liabilities | 150,522 | 113,175 |
Commitments and contingencies - see Note L | ||
Redeemable convertible preferred stock: | ||
Series A Redeemable Convertible Preferred Stock, $0.01 par value, (50,000,000 shares authorized; and 6,600,000 and 14,666,667 shares issued and outstanding, respectively) | 22,873 | 28,602 |
Stockholders' equity | ||
Common stock, $.001 par value, (250,000,000 shares authorized; 78,571,158 and 75,820,307 shares issued and outstanding, respectively) | 79 | 76 |
Additional paid-in capital | 216,104 | 231,497 |
Accumulated deficit | (52,460) | (22,063) |
Total stockholders’ equity | 163,723 | 209,510 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 337,118 | $ 351,287 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 13,699 | $ 4,759 |
Property and equipment, accumulated depreciation | $ 27,102 | $ 26,534 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 78,571,158 | 75,820,307 |
Common stock, shares outstanding | 78,571,158 | 75,820,307 |
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 | 6,600,000 | 14,666,667 |
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | 14,666,667 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
NET REVENUE | |||
Clinical testing | $ 222,015 | $ 98,595 | $ 86,408 |
Pharma services | 22,068 | 1,207 | 661 |
Total Revenue | 244,083 | 99,802 | 87,069 |
Cost of revenue | 133,704 | 56,046 | 46,355 |
GROSS MARGIN | 110,379 | 43,756 | 40,714 |
Operating expenses: | |||
General and administrative | 75,782 | 33,631 | 23,808 |
Research and development | 4,649 | 4,198 | 2,689 |
Sales and marketing | 23,910 | 11,562 | 11,999 |
Impairment charges | 3,464 | ||
Total operating expenses | 107,805 | 49,391 | 38,496 |
INCOME (LOSS) FROM OPERATIONS | 2,574 | (5,635) | 2,218 |
Interest expense and debt termination fees, net | 9,998 | 854 | 985 |
Other income | (2,000) | (56) | |
Income (loss) before taxes | (7,424) | (4,489) | 1,289 |
Income tax (benefit) expense | (1,701) | (1,954) | 157 |
NET INCOME (LOSS) | (5,723) | (2,535) | 1,132 |
Deemed dividends on preferred stock | 18,011 | 40 | |
Amortization of preferred stock beneficial conversion feature | 6,663 | 82 | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (30,397) | $ (2,657) | $ 1,132 |
NET EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||
Basic | $ (0.39) | $ (0.04) | $ 0.02 |
Diluted | $ (0.39) | $ (0.04) | $ 0.02 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |||
Basic | 77,542 | 60,526 | 53,483 |
Diluted | 77,542 | 60,526 | 56,016 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ 21,711 | $ 49 | $ 42,200 | $ (20,538) | |
Balance, Shares at Dec. 31, 2013 | 49,118,373 | ||||
Common stock issuance ESPP plan | $ 353 | 353 | |||
Common stock issuance ESPP plan, shares | 90,285 | 90,285 | |||
Stock issuance fees and expenses | $ (2,776) | (2,776) | |||
Issuance of stock for warrants | 456 | $ 1 | 455 | ||
Issuance of stock for warrants, shares | 458,333 | ||||
Issuance of restricted stock, shares | 138,500 | ||||
Issuance of stock for stock options | $ 1,807 | $ 2 | 1,805 | ||
Issuance of stock for stock options, shares | 2,387,327 | 2,387,327 | |||
Issuance of common stock for cash | $ 37,030 | $ 8 | 37,022 | ||
Issuance of common stock for cash, net, shares | 8,050,000 | ||||
Stock compensation expense - warrants | 51 | 51 | |||
Stock compensation expense - options and restricted stock | 641 | 641 | |||
Net income (loss) | 1,132 | 1,132 | |||
Balance at Dec. 31, 2014 | 60,405 | $ 60 | 79,751 | (19,406) | |
Balance, Shares at Dec. 31, 2014 | 60,242,818 | ||||
Common stock issuance ESPP plan | $ 369 | 369 | |||
Common stock issuance ESPP plan, shares | 73,958 | 73,958 | |||
Issuance of Series A Preferred Stock | $ 28,480 | ||||
Issuance of Series A Preferred Stock, shares | 14,666,667 | ||||
Stock issuance fees and expenses | $ (148) | (148) | |||
Issuance of restricted stock, shares | 11,440 | ||||
Issuance of stock for stock options | $ 714 | $ 1 | 713 | ||
Issuance of stock for stock options, shares | 492,091 | 492,091 | |||
Tax benefit from stock option award activity | $ 118 | 118 | |||
Issuance of common stock to fund acquisition | 102,510 | $ 15 | 102,495 | ||
Issuance of common stock to fund acquisition, shares | 15,000,000 | ||||
Beneficial conversion feature | 44,720 | 44,720 | |||
Deemed dividends on preferred stock | 40 | $ 40 | |||
Deemed dividends on preferred stock | (40) | (40) | |||
Amortization of preferred stock beneficial conversion feature | 82 | 82 | |||
Amortization of beneficial conversion feature | (82) | (82) | |||
Stock compensation expense - warrants | 590 | 590 | |||
Stock compensation expense - options and restricted stock | 2,889 | 2,889 | |||
Net income (loss) | (2,535) | (2,535) | |||
Balance at Dec. 31, 2015 | $ 28,602 | ||||
Balance at Dec. 31, 2015 | $ 209,510 | $ 76 | 231,497 | (22,063) | |
Balance, Shares at Dec. 31, 2015 | 14,666,667 | 14,666,667 | |||
Balance, Shares at Dec. 31, 2015 | 75,820,307 | ||||
Common stock issuance ESPP plan | $ 736 | 736 | |||
Common stock issuance ESPP plan, shares | 98,672 | 98,672 | |||
Redemption of Series A Preferred Stock | $ (55,000) | ||||
Redemption of Series A Preferred Stock, Shares | (8,066,667) | ||||
Stock issuance fees and expenses | $ (267) | (267) | |||
Issuance of stock for warrants, shares | 165,375 | ||||
Issuance of restricted stock, shares | 43,332 | ||||
Issuance of stock for stock options | $ 3,299 | $ 3 | 3,296 | ||
Issuance of stock for stock options, shares | 2,483,519 | 2,443,472 | |||
Beneficial conversion feature reversal | $ 24,596 | ||||
Beneficial conversion feature reversal | $ (24,596) | (24,596) | (24,596) | ||
Deemed dividends on preferred stock | 18,011 | 18,011 | |||
Deemed dividends on preferred stock | (18,011) | (18,011) | |||
Amortization of preferred stock beneficial conversion feature | 6,663 | 6,663 | |||
Amortization of beneficial conversion feature | (6,663) | (6,663) | |||
Stock compensation expense - warrants | 460 | 460 | |||
Stock compensation expense - options and restricted stock | 4,978 | 4,978 | |||
Net income (loss) | (5,723) | (5,723) | |||
Balance at Dec. 31, 2016 | $ 22,873 | ||||
Balance at Dec. 31, 2016 | $ 163,723 | $ 79 | $ 216,104 | $ (52,460) | |
Balance, Shares at Dec. 31, 2016 | 6,600,000 | 6,600,000 | |||
Balance, Shares at Dec. 31, 2016 | 78,571,158 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (5,723) | $ (2,535) | $ 1,132 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisition: | |||
Impact of tax valuation allowance | (2,066) | ||
Depreciation | 15,937 | 6,730 | 5,345 |
Impairment of assets | 3,464 | ||
Amortization of intangibles | 7,272 | 412 | 295 |
Loss on extinguishment of debt | 1,099 | ||
Amortization of debt issue costs | 3,497 | 66 | |
Stock based compensation – options and restricted stock | 4,978 | 2,889 | 641 |
Stock based compensation – warrants | 460 | 590 | 51 |
Provision for bad debts | 11,856 | 2,318 | 2,437 |
Changes in assets and liabilities, net of business acquisition: | |||
(Increase) in accounts receivable, net of write-offs | (18,425) | (3,215) | (2,770) |
(Increase) in inventories | (1,145) | (896) | (229) |
(Increase) decrease in other assets | (44) | 11 | 41 |
(Increase) decrease in other current assets | 354 | (3,748) | (25) |
Increase (decrease) in accounts payable and other liabilities | (2,103) | 5,903 | 2,466 |
Net cash provided by operating activities | 21,477 | 6,393 | 9,450 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition, net of cash acquired of $0, $890 and $79 | 1,035 | (72,940) | (5,830) |
Purchases of property and equipment | (7,536) | (2,215) | (3,772) |
Net cash used in investing activities | (6,501) | (75,155) | (9,602) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Advances from (repayments to) revolving credit facility | 12,856 | 10,002 | (4,282) |
Repayment of capital lease obligations | (5,293) | (4,115) | (3,581) |
Proceeds from term loan | 75,000 | 55,022 | |
Redemption of preferred stock | (55,000) | ||
Repayment of term loan | (55,000) | ||
Payments of debt issue costs | (2,202) | (3,351) | |
Issuance of common stock for the exercise of options, warrants and ESPP shares, net of transaction expenses | 3,768 | 935 | 2,616 |
Issuance of common stock for cash , net of transaction expenses | 34,254 | ||
Net change in cash and cash equivalents | (10,895) | (10,269) | 28,855 |
Net cash provided by (used in) financing activities | (25,871) | 58,493 | 29,007 |
Cash and cash equivalent, beginning of year | 23,420 | 33,689 | 4,834 |
Cash and cash equivalents, end of year | 12,525 | 23,420 | 33,689 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 5,423 | 911 | 981 |
Income taxes paid | 290 | 25 | 177 |
Supplemental disclosure of non-cash investing and financing information: | |||
Equipment acquired under capital lease/loan obligations | $ 6,057 | 4,813 | $ 5,884 |
Fair value of common stock issued to fund acquisition | 102,510 | ||
Fair value of preferred stock issued to fund acquisition | $ 73,200 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Cash Flows [Abstract] | |||
Acquisition, cash acquired | $ 0 | $ 890 | $ 79 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 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”, “NeoGenomics Laboratories”), Path Labs LLC., a Delaware Limited Liability Corporation (“Path Logic”) and Clarient Inc. and its wholly-owned subsidiary Clarient Diagnostic Services, Inc. (“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 as well as providing clinical trial services to pharmaceutical companies. The accompanying consolidated financial statements include the accounts of the Parent and the Subsidiaries. All significant intercompany accounts and balances have been eliminated in consolidation. 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 three years ended December 31, 2016. Also, at December 31, 2016, 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 year amounts have been reclassified for consistency with the current period presentation. For the year ended December 31, 2015, the Company reclassified the amortization of the beneficial conversion feature as well as the deemed dividends on Series A Preferred Stock from additional paid in capital to retained earnings. The Company revised the classification on the Consolidated Balance Sheet and on the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity. These changes in classification do not affect previously reported cash flows in the Consolidated Statements of Cash Flows, and had no net effect on the previously reported Consolidated Balance Sheet or Statements of Operations for any period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B – Summary of Significant Accounting Policies Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to, those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. Revenue Recognition 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 a contractual 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 revenue to arrive at net revenues, the amount reported on our statement of operations (in thousands): For the Years ended December 31, , 2016 2015 2014 Gross service revenues $ 493,678 $ 225,057 $ 224,460 Total contractual adjustments and discounts (249,595 ) (125,255 ) (137,391 ) Net service revenues $ 244,083 $ 99,802 $ 87,069 Cost of Revenue Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. Shipping Costs The Company has a significant expense related to shipping specimens to our facility for testing and this cost is for contract couriers, commercial airline flights and charges from FedEx to ship specimens to our facility. We had approximately $10.3 million, $3.6 million and $3.0 million in outsourced shipping expenses for the years ended December 31, 2016, 2015 and 2014, respectively, and these costs were included in our cost of revenue. Advertising Costs Advertising costs are expensed at the time they were incurred and are not material for the years ended December 31, 2016, 2015 and 2014. Research and Development Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of cash and equity compensation and benefits for R&D personnel, amortization of intangibles, supplies, inventory and payment for samples to complete validation studies. These expenses were incurred to develop new genetic tests. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are comprised of amounts due from sales of the Company’s specialized diagnostic services and are recorded at the billed amount, net of discounts and contractual allowances. The allowance for doubtful accounts is estimated based on the aging of accounts receivable with each payer category and the historical data on bad debts in these aging categories. In addition, the allowance is adjusted periodically for other relevant factors, including regularly assessing the state of our billing operations in order to identify issues which may impact the collectability of receivables or allowance estimates. Revisions to the allowance are recorded as an adjustment to bad debt expense within general and administrative expenses. After appropriate collection efforts have been exhausted, specific receivables deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of receivables previously written-off are recorded as credits to the allowance. Our estimates of net revenue are subject to change based on the contractual status and payment policies of the third party payers with whom we deal. We regularly refine our estimates in order to make our estimated revenue as accurate as possible based on our most recent collection experience with each third party payer. Changes in the allowance for doubtful accounts are as follows (in thousands): Years Ended December 31, 2016 2015 2014 Beginning balance – allowance for doubtful accounts $ 4,759 $ 4,180 $ 4,540 Provision for doubtful accounts 11,856 2,318 2,437 Write-offs (2,916 ) (1,739 ) (2,797 ) Ending balance – allowance for doubtful accounts $ 13,699 $ 4,759 $ 4,180 Statements of Cash Flows For purposes of the consolidated statements of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, including our revolving credit facility are considered reasonable estimates of their respective fair values due to their short-term nature. The Company maintains its cash and cash equivalents with domestic financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2016, its concentration of credit risk related to cash and cash equivalents was not significant. The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. The Company entered into an interest rate swap agreement in December of 2016, see Note G- Derivative Instruments and Hedging Activities. At December 31, 2016, the fair value of the derivative financial instrument is not considered to be significant and therefore is not recorded on the balance sheet as a liability nor is the change in value reflected through accumulated other comprehensive income as of December 31, 2016. The instrument will be evaluated on a quarterly basis going forward and resulting increases/decreases will be recorded as discussed in Note B-Derivative Instruments and Hedging Activities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Concentrations of Credit Risk Concentrations of credit risk with respect to revenue and accounts receivable are primarily limited to certain clients and geographies to which the Company provides a significant volume of its services, and to specific payers of our services such as Medicare and individual insurance companies. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. For the years ended December 31, 2016 and 2015, no clients accounted for more than 5% of revenue. For the year ended December 31, 2014, a large oncology practice with multiple locations accounted for 10.1% of total revenue. All other clients were less than 10% of total revenue individually. Due to the acquisition of Clarient, our concentration of revenue shifted from Florida to California. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of California accounted for 24.0%, 20.2% and 15.0%, respectively, of total revenue. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of Florida accounted for 15%, 20.5% and 25.8%, respectively, of total revenue. Inventories Inventories, which consist principally of testing supplies, are valued at the lower of cost or market, using the first-in, first-out method (FIFO). Other Current Assets As of December 31, 2016, 2015 and 2014, other current assets consist primarily of prepaid expenses relating to contracts for laboratory and computer equipment maintenance. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally includes purchases of items with a cost greater than $1,000 and a useful life greater than one year. Depreciation and amortization are computed on the straight line basis over the estimated useful lives of the assets. Leasehold improvements and property and equipment under capital leases are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software. We perform a fair value assessment on property and equipment acquired in a business combination and record the fair value as the cost basis for those assets. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Repairs and maintenance costs are expensed as incurred. Intangible Assets Intangible assets with finite useful lives are recorded at fair value or cost, less accumulated amortization. At December 31, 2016, we had two classes of assets, each class is amortized over its estimated service period using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. At December 31, 2016, the Company’s intangible assets were related to the customer relationships acquired through the acquisition of Clarient and the Clarient trade name. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the fourth quarter resulted in no impairment losses. Recoverability and Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets (property and equipment, and intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying amount of the asset. The Company recognized approximately $3.5 million in impairment losses for the year ended December 31, 2016, see Note P for further details. No impairment loss was recognized in the years ended December 31, 2015 and 2014. Debt Issuance Costs We record debt issuance costs related to our debt liabilities as direct deductions from the carrying amount of the debt. The costs are amortized to interest expense over the life of the debt using the effective interest method. Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage risks related to interest expense. We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability and measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. In December of 2016, the Company entered into an interest rate swap agreement. The interest rate swap agreement effectively converts a portion of the Companies floating rate debt to a fixed rate thereby reducing the impact on future changes in interest rates. In accordance with ASC 815, the Company has designated the interest rate swap as a cash flow hedge. As the specific terms and notional amounts of the derivative financial instrument match those of the floating rate debt being hedged, the derivative instrument is assumed to be a perfectly effective hedge and accordingly, there is no impact to the Company's consolidated statements of operations. At December 31, 2016, it was determined that the fair value of this instrument was not significant Cash flows from the interest rate swap are to be included in operating activities on the consolidated statement of cash flows. For further information on derivative instruments and hedging activities, see Note G to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Series A Redeemable Convertible Preferred Stock The Company has classified the Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) as temporary equity on the consolidated balance sheet due to certain deemed liquidation events that are outside the Company’s control. These events include the following: • Acquisition of 50% or more of the voting securities of the Company • Consolidation, merger or corporate reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than 50% of the voting power immediately after the consolidation, merger or reorganization • Sale, lease, license, transferor disposition of all or substantially all of the assets, technology or intellectual property of the Company We evaluated our Series A Preferred Stock upon issuance in order to determine classification as to permanent or temporary equity and whether or not the instrument contains an embedded derivative that requires bifurcation. This analysis followed the whole instrument approach which compares an individual feature against the entire instrument which includes that feature. This analysis was based on a consideration of the economic characteristics and risk of the Series A Preferred Stock. We evaluated all of the stated and implied substantive terms and features, including: (i) redemption (Purchase Call Option) on the Series A Preferred Stock allowing the Company to redeem the Series A Preferred Stock at any time, (ii) required redemption contingent if we raise capital, (iii) required redemption in the event of certain deemed liquidation events (in essence, any change in control of the Company), (iv) conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. As a result of this analysis, we concluded that the Series A Preferred Stock represented an equity host and, therefore, the redemption feature of the Series A Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument, however the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. We also concluded that the conversion rights under the Series A Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights features on the Series A Preferred Stock were not considered an embedded derivative that required bifurcation. Beneficial Conversion Feature The issuance of the Company's Series A Preferred Stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. We recognized this beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. NeoGenomics is accreting the discount over three years from the date of issuance through the earliest conversion date, which is three years. Accretion expense is recognized as dividend equivalents over the three year period. Upon redemption of any shares of preferred stock by the Company prior to any beneficial conversion feature being realized by the holder, the amount of beneficial conversion related to the number of shares redeemed that was accreted as dividends would be reversed, and the entire amount of beneficial conversion feature recorded in accumulated additional paid-in-capital would be reversed. Income Taxes We compute income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and recognition of bad debts and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. During the years ended December 31, 2016, 2015 and 2014, we do not believe we had any significant uncertain tax positions nor did we have any provision for interest or penalties related to such positions. Stock-Based Compensation We measure compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. The fair value of awards to non-employees are then marked-to-market each reporting period until vesting criteria are met. We estimate the fair value of stock options and warrants using a trinomial lattice model. This model is affected by our stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of our common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using a trinomial lattice simulation model. Risk-free Interest Rate: We base the risk-free interest rate used in the trinomial lattice valuation method on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, we use the nearest interest rate from the available maturities. Expected Stock Price Volatility: We use our own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we have assumed a 0% dividend yield in valuing our stock-based awards. Tax Effects of Stock-Based Compensation We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. Net Income (loss) per Common Share We have adopted the two class method of calculating earnings (loss) per share, due to the issuance of the Series A Preferred Stock in December 2015. Under this method, when we have a net loss, we will not allocate the net loss to the holders of the Series A Preferred Stock (our participating shareholders) as they do not have a contractual obligation to share in losses. Under this method, when we have net income, we will compute net income per share using the weighted average number of common shares outstanding during the applicable period plus the weighted average number of preferred shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method. Recently Adopted and Issued Accounting Guidance Adopted In November 2015, 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 early adopted this ASU on January 1, 2016 and applied the amendments retrospectively to all deferred tax liabilities and assets presented. The effect of the adoption on the Consolidated Balance Sheets for December 31, 2016 and December 31, 2015, was the offset of long term deferred tax liabilities by current deferred tax assets of $1,248,900 and $16,668,000, respectively. In September 2015, the FASB issued ASU 2015-16, Business Combinations Issued In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments 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. As a result of the adoption of this standard, we anticipate recording a deferred tax asset on the consolidated balance sheet in the amount of approximately $6.5 million. In February 2016, the FASB issued “ASU” 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note C – Property and Equipment, Net Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Estimated Useful Lives in Years Equipment $ 29,220 $ 34,040 3-7 Leasehold improvements 10,550 9,349 2-5 Furniture and fixtures 4,315 4,398 7 Computer hardware and office equipment 8,268 5,175 3 Computer software 5,346 7,717 2-3 Assets not yet placed in service 3,439 432 — Subtotal 61,138 61,111 Less accumulated depreciation and amortization (27,102 ) (26,534 ) Property and equipment, net $ 34,036 $ 34,577 Depreciation and amortization expense on property and equipment, including leased assets in each period was as follows (in thousands): For the years ended December 31, 2016 2015 2014 Depreciation and amortization expense $ 15,937 $ 6,730 $ 5,345 In our consolidated statements of operations, we recorded approximately $11,751, $4,238 and $3,516 of depreciation and amortization in cost of revenue for the years ended December 31, 2016, 2015 and 2014, respectively, and we recorded $4,186, $2,492 and $1,829 of depreciation and amortization in general and administrative expenses for the years ended December 31, 2016, 2015 and 2014, respectively. Property and equipment under capital leases, included above, consists of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Equipment $ 13,109 $ 13,655 Furniture and fixtures 1,081 1,250 Computer hardware 5,178 2,846 Computer software 514 651 Leasehold improvements 69 99 Subtotal 19,951 18,501 Less accumulated depreciation and amortization (9,481 ) (9,047 ) Property and equipment under capital leases, net $ 10,470 $ 9,454 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note D – 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 the revolving credit facility • Approximately $53.6 million, net of transaction costs was funded using the 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 H-Class A Redeemable Convertible Preferred Stock. 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. In December of 2016, we redeemed 8,066,667 shares of the Series A Preferred Stock, leaving 6,600,000 shares outstanding at December 31, 2016. On a fully diluted basis, assuming full conversion of the Series A Preferred Stock, GE Medical would have owned approximately 32% of NeoGenomics at the date of issuance and approximately 25% as of December 31, 2016, after the redemption of shares. In addition, p ursuant to the I The following table summarizes the final amounts for the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): December 30, 2015 (As Initially Reported) Measurement Period Adjustments December 30, 2015 (Final) Current assets, including cash and cash equivalents of $890 $ 31,978 $ 672 $ 32,650 Property and equipment 19,241 (64 ) 19,177 Identifiable intangible assets – customer relationships 84,000 - 84,000 Goodwill 143,493 598 144,091 Total assets acquired 278,712 1,206 279,918 Current liabilities (12,631 ) 188 (12,443 ) Deferred tax liability (17,904 ) (964 ) (18,868 ) Long-term liabilities (103 ) - (103 ) Net assets acquired $ 248,074 $ 430 $ 248,504 The measurement period adjustments were complete as of December 30, 2016. Of the $84.0 million of acquired intangible assets, $81.0 million was assigned to customer relationships which are being amortized over fifteen years and $3.0 million was assigned to trade names which are being amortized over two years. We recorded approximately $7.3 million and $36 thousand of amortization expense for the years ended December 31, 2016 and 2015. The 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 fair value of accounts receivable acquired is approximately $28.8 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 amount of revenue and earnings of Clarient since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2015 are as follows (in thousands): For through Revenue $ 665 Gross Margin $ 297 Net Income $ 26 The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results. Years ended December 31, (unaudited) 2015 2014 Revenue $ 216,029 $ 214,293 Net (loss) attributable to common stockholders (71,365 ) (34,084 ) (Loss) per share $ (0.94 ) $ (0.50 ) Basic 75,526 68,483 Diluted 75,526 68,483 The unaudited pro forma consolidated results during the years ended December 31, 2015 and 2014 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 Medical for continued use of the MultiOmyx product. • Remove general and administrative expenses related to a Lab Services Agreement with the Saudi Arabian National Guard Health Affairs, as GE Medical will retain 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. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note E – Intangible Assets As a result of the acquisition of Clarient in December 2015, see Note D, we recorded $84.0 million in intangible assets comprised of $81.0 million in customer relationships amortized over a fifteen year period and $3.0 million in trade name which we are amortizing over a two year period. Previously, we acquired Path Logic in July 2014 and recorded $1.93 million in customer relationships as an intangible asset. We were amortizing these customer relationships over a thirteen year period. In 2016, the Company determined that the Path Logic customer relationship asset was impaired and recorded an impairment loss in the amount of approximately $1.6 million. On January 6, 2012, we entered into a Master License Agreement (the “License Agreement”) with Health Discovery Corporation, a Georgia corporation (“HDC”). We were granted an exclusive worldwide license to certain of HDC’s “Licensed Patents” and “Licensed Know-How” (as defined in the License Agreement). The License Agreement allows us, among other things, to develop and sell, without limitation, any gene, gene-product or protein-based LDTs using HDC’s technology in the Field and provides for sublicensing rights and the assignment of the License Agreement, in whole or in part, in our sole discretion. The License Agreement further provides us with access to certain HDC personnel and consulting resources in the fields of mathematics and in genetic and molecular test development. The Licensed Know-How also includes, among other things, certain tests, algorithms and computer software which have already been developed by HDC. We have not made any milestone payments to HDC as of December 31, 2015. In 2016, the Company determined that this asset was impaired and recorded an impairment loss in the amount of $1.9 million. Intangible assets as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 Amortization Period Cost Accumulated Amortization Impairment Net Trade Name 24 months $ 3,000 $ 1,508 $ - $ 1,492 Customer Relationships 156-180 months 82,930 5,796 1,562 75,572 Support Vector Machine (SVM) technology 108 months 500 269 231 - Laboratory developed test (LDT) technology 164 months 1,482 524 958 - Flow Cytometry and Cytogenetics technology 202 months 1,000 287 713 - Total $ 88,912 $ 8,384 $ 3,464 $ 77,064 December 31, 2015 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 8 $ 2,992 Customer Relationships 156-180 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 The Company recorded amortization expense of intangible assets in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2016 2015 2014 Amortization of intangible assets $ 7,272 $ 412 $ 295 The Company recorded amortization expense from customer relationships as a general and administrative expense. The amortization expense for the Support Vector Machine (SVM) technology, the Laboratory developed tests (LDT) technology and the Flow Cytometry and Cytogenetics technology intangibles has been recorded as research and development expense as we have not had products, services or cost savings directly attributable to these intangible assets that would require that it 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 December 31, 2016 is as follows (in thousands): Years Ending December 31, As of December 31, 2017 $ 6,892 2018 5,400 2019 5,400 2020 5,400 2021 5,400 Thereafter 48,572 Total $ 77,064 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note F – Debt The following table summarizes the long term debt at December 31, 2016 and 2015 (in thousands): 2016 2015 Term Loan Facility $ 75,000 $ 55,022 Revolving Credit Facility 22,900 - Capital leases/loans 10,471 9,705 Total Debt $ 108,371 $ 64,727 Less: Debt issuance costs (2,202 ) (2,217 ) Less: Current portion of long-term debt (8,733 ) (5,134 ) Total Long-Term Debt, net $ 97,436 $ 57,376 Term Loan 2015 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 was to act as the administrative agent and collateral agent. The agreement provided for $55.0 million of borrowings. On December 31, 2015, the Company had current outstanding borrowings of $550 thousand and long-term outstanding borrowings of $52.3 million, net of unamortized debt issuance costs of $2.2 million. The Term Loan Facility was retired on December 22, 2016. In association with the early termination of debt, we incurred a fee of $1.1 million, this fee was recorded as interest expense in the consolidated statement of operations as of December 31, 2016. In addition, we accelerated the amortization of debt issuance costs associated with this debt which resulted in additional expense of $2.8 million which is included in interest expense at December 31, 2016. The interest rate for borrowings under the Term Loan Facility was, 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) were 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 Company was in compliance with all such covenants at December 22, 2016. The Term Loan Facility also contained 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 had a maturity of five years. In addition, the Term Loan Facility provided 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. Term Loan 2016 On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million term loan facility (the “Term Loan Facility”). The Credit Agreement also provides incremental facility capacity of $50 million, subject to certain conditions . The Term Loan Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the Credit Agreement). Interest on borrowings under the Revolving Credit Facility is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into an interest rate swap agreement to hedge against changes in the variable rate of a portion of this debt. See Note G-Derivative Instruments and Hedging Activities for more information on this instrument. The Term Loan Facility and amounts borrowed under the Revolving Credit Facility are secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of NeoGenomics Laboratories and the Guarantors. The Term Loan Facility contains various affirmative and negative covenants including ability to incur liens and encumbrances; make certain restricted payments, including paying dividends on its equity securities or payments to redeem, repurchase or retire its equity securities; enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with its affiliates, and materially alter the business it conducts. In addition, the Company must meet certain maximum leverage ratios and fixed charge coverage ratios as of the end of each fiscal quarter commencing with the quarter ending March 31, 2017. The Company was in compliance with all required covenants as of December 31, 2016. The Term Loan Facility has a maturity date of December 21, 2021. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (as defined), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty. 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% to 5.2%. Capital Leases The Company has entered into capital leases to purchase laboratory and office equipment. These leases expire at various dates through 2020 and the weighted average interest rate under such leases was approximately 6.03% at December 31, 2016. Most of these leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. Property and equipment acquired under capital lease agreements, see Note C, are pledged as collateral to secure the performance of the future minimum lease payments. Maturities of Long-Term Debt Maturities of long-term debt at December 31, 2016 are summarized as follows (in thousands): Debt Capital Lease Obligations & Car Loans Total Long Term Debt 2017 $ 3,750 $ 5,461 $ 9,211 2018 3,750 3,687 7,437 2019 5,625 1,948 7,573 2020 5,625 113 5,738 2021 79,150 - 79,150 $ 97,900 $ 11,209 $ 109,109 Less: Interest on capital leases - (738 ) (738 ) 97,900 10,471 108,371 Less: Current portion of long-term debt (3,750 ) (4,983 ) (8,733 ) Less: Debt issuance costs (2,202 ) - (2,202 ) Long-term debt, net $ 91,948 $ 5,488 $ 97,436 Revolving Credit Facility 2015 On December 30, 2015, the Company entered into a Revolving Credit Facility for which Wells Fargo Bank, N.A., was to act as the administrative agent. The Revolving Credit Facility provided 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 were 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 interest rate for borrowings under the Revolving Credit Facility was, 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 was a guarantor under the Revolving Credit Facility. All of NeoGenomics’ present and future subsidiaries (including NeoGenomics Laboratories) were borrowers under the Revolving Credit Facility. The Revolving Credit Facility contained 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 ending March 31, 2016. The Revolving Credit Facility also contained 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 had a maturity of five years, maturing on December 30, 2020. In addition, the Revolving Credit Facility provided for mandatory prepayment in the event that the borrowing base was less than the aggregate amount of the advances outstanding under the revolver and any letters of credit, which prepayment would be equal to the amount necessary to remedy the over-advance. On December 31, 2015, the company had outstanding borrowings under the Revolving Credit Facility of approximately $8.9 million, net debt acquisition costs of approximately $1.1 million. There was approximately $15 million in available credit under the Revolving Credit Facility to be drawn upon as needed. The Revolving Credit Facility Term Loan Facility entered into on December 30, 2015 was retired on December 22, 2016. Revolving Credit Facility 2016 On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million revolving credit facility (the “Revolving Facility”). On December 31, 2016, the Company had current outstanding borrowings of approximately $21.8 million, net of unamortized debt issuance costs of $1.1 million. The Revolving Credit Facility includes a $10 million swingline sublimit, with swingline loans bearing interest at the alternate base rate plus the applicable margin. Any principal outstanding under the Revolving Credit Facility is due and payable on December 21, 2021 or such earlier date as the obligations under the Credit Agreement become due and payable pursuant to the terms of the Credit Agreement. The Revolving Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for Adjusted LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio. Interest on the outstanding principal of the Term Loan Facility will be payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of LIBOR loans. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (minus certain specified other payments), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty, subject to customary “breakage” costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note G – Derivative Instruments and Hedging Activities Cash Flow Hedges In December of 2016, the Company entered into an interest rate swap agreement to reduce our exposure to interest rate fluctuations on our variable rate debt obligations. This derivative financial instruments is accounted for at fair value as a cash flow hedge which effectively modifies our exposure to interest rate risk by converting a portion of our floating rate debt to a fixed rate obligation, thus reducing the impact of interest rate changes on future interest expense. We account for derivatives in accordance with FASB ASC Topic 815, see Note B-Summary of Significant Accounting Policies for more information on our accounting policy related to derivative instruments and hedging activities. Under this agreement, we receive a variable rate of interest based on LIBOR (as discussed in Note F), and we pay a fixed rate of interest at 1.59%. The interest rate swap agreement was effective as of December 30, 2016 and a termination date of December 31, 2019. As of December 31, 2016 and 2015, the total notional amount of the Company’s interest rate swaps were $50 million and $0 respectively. The fair value of the interest rate swap will be included in other long term assets or liabilities, when applicable. As of December 31, 2016, the fair value of the interest rate swap was not considered to be significant due to the short time the instrument was outstanding and the change in LIBOR over that time period, therefore, no amount is included on the balance sheet for this instrument. As the specific terms and notional amounts of the derivative financial instrument match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations. Gains and losses on this interest rate swap agreement will be recorded in accumulated other comprehensive income and will be reclassified to interest expense in the period during which the hedged transaction affects earnings. At December 31, 2016, there was no impact to AOCI as it was determined that there was not a significant change to record. The fair value of this instrument will be evaluated on a quarterly basis and adjusted accordingly. As of December 31, 2016, the Company estimates that it will reclassify gains/losses on derivative instruments of $795,000 from accumulated other comprehensive income to earnings during the next twelve months as the anticipated cash flows occur. |
Class A Redeemable Convertible
Class A Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Note H – Class A Redeemable Convertible Preferred Stock On December 30, 2015, (Original Issue Date), the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred stock (“Series A Preferred Stock”) as part of the consideration given to acquire all of the outstanding stock of Clarient Inc. (see Note D). 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 on the Original Issue Date at fair value of approximately $73.2 million or $4.99 per share, net of the $36.8 million discount to the liquidation value. The $36.8 million discount relates to the rights and features (listed below) of the Series A Preferred Stock. Additionally, the fair value of the common stock into which the Series A Preferred Stock was convertible at the Original Issue Date 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 (“BCF”). The Original Issue Date fair value of $73.2 million was further reduced by $44.7 million allocated to the value of the BCF, resulting in a carrying value on Original Issue Date of $28.5 million. The Series A Preferred Stock will accrue dividends at an increasing rate as described in “ —Dividends” 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 in “ —Liquidation, Dissolution or Winding-up; Liquidation Preference” On December 22, 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock for $55.0 million in cash. The redemption amount per share equaled $6.8181825 ($7.50 minus the liquidation discount of 9.0909%). At December 31, 2016, following the redemption, 6,600,000 shares of Series A Preferred Stock were outstanding. The shares of Series A Preferred Stock have the following rights and features: Rank The Series A Preferred Stock ranks senior to all other classes and series of our capital stock, including our common stock and other series of preferred stock (collectively, “Junior Stock”) that we may issue in the future, including with respect to dividend and other distribution rights or rights upon a liquidation event as defined. Voting Rights Each holder of Series A Preferred Stock has such number of votes for each share of Series A Preferred Stock held of record by such holder on an as-converted (into common stock) basis, on each matter upon which holders of common stock have the right to vote and will vote together with the holders of common stock (and any other class or series which may be similarly entitled to vote) as one class on all matters upon which holders of common stock have the right to vote, and not as a separate class or series other than as set forth below. In addition to any other vote of our stockholders required under applicable law, if any shares of Series A Preferred Stock remain outstanding at any point in time, the affirmative vote or written consent of the holders of at least a majority of the then issued and outstanding shares of Series A Preferred Stock, voting together as a single class, will be required for us to effect any corporate action (whether taken by amendment, merger, consolidation or otherwise) to: • increase or decrease the authorized number of shares of Series A Preferred Stock; • create or authorize the creation of or issue any equity security, including any security convertible into or exchangeable for any equity security, of any other class or series having rights, preferences or privileges ranking on parity with or senior to or prior to the Series A Preferred Stock; • change the powers, designations, preferences, limitations, restrictions, voting or other rights of the Series A Preferred Stock set forth in the Certificate of Designations; • alter or amend any provision of our Articles of Incorporation or Bylaws in a manner adverse to the rights of the Series A Preferred Stock set forth in the Certificate of Designations; • redeem, repurchase or otherwise acquire any Junior Stock, except for repurchases of Junior Stock held by our employees, independent contractors, consultants or medical doctors upon termination of their employment or services pursuant to employment agreements, consulting agreements or settlement agreements providing for such repurchase; • issue any additional shares of Series A Preferred Stock, except as required pursuant to the terms of the Certificate of Designations; • effect an exchange, reclassification or cancellation of all or part of the Series A Preferred Stock; or • change the Series A Preferred Stock into the same or a different number of shares, with or without par value, of the same or another class. Dividends Commencing on the one year anniversary of the first date on which shares of Series A Preferred Stock are issued (the “Original Issue Date”) and ending on the date on which the Series A Preferred Stock automatically converts as described in “ —Automatic Conversion For the Period: PIK Dividend Rate Commencing on the Original Issue Date and ending on the 1 st 0.0 % Commencing on the day after the 1 st th 4.0 % Commencing on the day after the 4 th th 5.0 % Commencing on the day after the 5 th th 6.0 % Commencing on the day after the 6 th th 7.0 % Commencing on the day after the 7 th th 8.0 % Commencing on the day after the 8 th th 9.0 % Commencing on the day after the 9 th 10.0 % The PIK Dividends are cumulative and accrue whether or not they have been earned or declared and whether or not there are profits, surplus or other funds of NeoGenomics legally available for the payment of PIK Dividends. On December 31 of each year, beginning on the first anniversary of the Original Issue Date and ending on the date on which the Series A Preferred Stock automatically converts as described in “— Automatic Conversion If, on account of an increase in the Liquidation Preference of a share of Series A Preferred Stock pursuant to the preceding paragraph, any holder of Series A Preferred Stock would be prohibited by any applicable law, rule or regulation from holding its Series A Preferred Stock or converting all of its Series A Preferred Stock at the then effective conversion price, without receiving the consent of any governmental authority that has not been obtained at such time, then the Liquidation Preference will not be increased, and such PIK Dividend will be paid in cash in lieu of such increase in the Liquidation Preference. If the condition set forth above ceases to exist prior to the date of an optional conversion or the date of the automatic conversion of the Series A Preferred Stock, the Liquidation Preference will be increased to such Liquidation Preference that would then be in effect as if such condition had not existed. Had none of the 14,666,667 shares of Series A Preferred Stock been redeemed prior to automatic conversion into our common stock on the tenth anniversary of closing, we would have been required to issue an additional 10,775,454 shares of Series A Preferred Stock as PIK Dividends. If the remaining 6,600,000 shares of Series A Preferred Stock remains outstanding until the automatic conversion date we will be required to issue an additional 4,848,955 shares of Series A Preferred Stock as PIK Dividends prior to the automatic conversion. Liquidation, Dissolution or Winding-up; Liquidation Preference To the extent not prohibited by applicable law, upon the occurrence of any Liquidation Event, each holder of Series A Preferred Stock will be entitled to receive, prior and in preference to any distribution of any of the assets or funds of NeoGenomics to the holders of shares of Junior Stock out of the assets of NeoGenomics legally available therefor, whether such assets are capital, surplus or earnings, an amount, payable in cash, equal to $7.50 plus all declared and unpaid dividends thereon, including all accrued and unpaid PIK Dividends regardless of whether there has been any payment-in-kind with respect thereto and after giving effect to the second paragraph under “ —Dividends . A Deemed Liquidation Event includes any of the following: (a) the acquisition by any person other than a holder of Series A Preferred Stock or an affiliate thereof of 50% or more of our voting securities; (b) any consolidation or merger of NeoGenomics with or into any other corporation or other entity or person, or any other corporate reorganization, in which our stockholders immediately prior to such consolidation, merger or reorganization, own less than 50% of our voting power immediately after such consolidation, merger or reorganization; and (c) any sale, lease, license, transfer or other disposition of all or substantially all of the assets, technology or intellectual property of NeoGenomics, other than non-exclusive licenses granted in the ordinary course of our business. Automatic Conversion Each share of Series A Preferred Stock issued and outstanding as of the tenth anniversary of the Original Issue Date will automatically convert into fully paid and non-assessable shares of common stock. The number of shares of common stock to which a holder of Series Preferred Stock will be entitled upon conversion will be equal to the quotient of the then effective Liquidation Preference, divided by the then effective conversion price. The conversion price will be equal to $7.50, multiplied by the conversion rate, which will initially be equal to 1.0, but is subject to anti-dilution adjustments that may occur prior to the date of the automatic conversion. Optional Conversion by Holder At any time, from and after the third anniversary of the Original Issue Date, to the extent the VWAP of our common stock equals or exceeds $8.00 per share, as adjusted for any stock dividends, combinations, splits, recapitalizations and similar events with respect to shares of our common stock, for 30 consecutive trading days, any holder, upon written notice, will have the right to convert any or all shares of Series A Preferred Stock it owns into fully paid and non-assessable shares of common stock. The number of shares of common stock to which a holder of Series Preferred Stock will be entitled upon conversion will be equal to the quotient of the then effective Liquidation Preference, divided by the then effective conversion price, and the date upon which we receive the holder’s notice of conversion will be the effective date of any optional conversion. For purposes of the foregoing, “VWAP” means, as of any applicable date of determination, the volume weighted average per share price of shares of our common stock on the applicable trading day on the principal national securities exchange on which our common stock is listed or admitted to trading. Conversion Rate and Conversion Price The conversion price for the Series A Preferred Stock is $7.50 per share, multiplied by the then effective conversion rate. The conversion rate in effect for conversion of each share of Series A Preferred Stock into common stock is initially be 1.0, subject to adjustments for stock splits, reclassifications and certain distributions and as described under “— Reorganizations, Mergers and Consolidations No Fractional Shares We are not required to issue or cause to be issued fractional shares of common stock pursuant to any provision of the Certificate of Designations. If any fraction of a share of common stock would be issuable pursuant to the Certificate of Designations, the number of shares of common stock to be issued will be rounded up to the nearest whole share. Reorganizations, Mergers and Consolidations In case of any consolidation or merger of NeoGenomics with any other entity (other than a wholly owned subsidiary of NeoGenomics), or in case of any sale or transfer of all or substantially all of our assets, or in case of any share exchange pursuant to which all of the outstanding shares of common stock are converted into other securities or property of NeoGenomics, we will, prior to or at the time of such transaction, make appropriate provision or cause appropriate provision to be made so that holders of each share of Series A Preferred Stock then outstanding will have the right thereafter to convert such shares of Series A Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of common stock into which such share of Series A Preferred Stock could have been converted immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange. If in connection with any such consolidation, merger, sale, transfer or share exchange, each holder of shares of common stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, we will provide or cause to be provided to each holder of Series A Preferred Stock the right to elect the securities, cash or other assets into which the Series A Preferred Stock held by such holder will be convertible after consummation of any such transaction on the same terms and subject to the same conditions applicable to holders of the common stock. Prohibitions on Transfers No sale, exchange, delivery, assignment, transfer, disposal, encumbrance, pledge or hypothecation, whether voluntary, involuntary, by operation of law, or resulting from death, disability or otherwise may be made by a holder of any shares of Series A Preferred Stock without our express written consent, except that a holder may transfer shares of Series A Preferred Stock to an affiliate of such holder upon written notice to us. Amendments; Modifications No provision of the Certificate of Designations may be amended, except in a written instrument signed by NeoGenomics and holders of at least a majority of the shares of Series A Preferred Stock then outstanding. Redemption at the Option of the Company At any time, and from time to time, we may redeem for cash all, or any portion of, the outstanding Series A Preferred Stock at a price per share equal to the then effective Liquidation Preference, provided the aggregate amount redeemed at such time is not less than (a) from the Original Issue Date until the fourth anniversary thereof, $10.0 million and (b) thereafter, $5.0 million, and in each case only in $1.0 million increments above such amounts. The amount payable by us in the event of a redemption during the period from the Original Issue Date until the fourth anniversary thereof will be discounted as set forth below under “— Redemption Discounts Redemption at the Option of the Holder upon Future Capital Raise For so long as any shares of Series A Preferred Stock remain outstanding, in the event that we issue any other class or series of equity or common stock equivalents or any unsecured debt securities for cash consideration, we are required to apply at least 50% of the net cash proceeds from any such issuance to redeem shares of Series A Preferred Stock for cash at a redemption price per share equal to the then effective Liquidation Preference. Cash proceeds received by us in connection with the exercise of options, warrants or similar securities that we issued to our employees, directors independent contractors, consultants or medical doctors as compensation will not be applied to the redemption of shares of Series A Preferred Stock. The amount payable by us in the event of a redemption during the period from the Original Issue Date until the fourth anniversary thereof will be discounted as set forth below under “— Redemption Discounts Redemption Discounts Commencing on the Original Issue Date and ending on the fourth anniversary thereof, in the event that any shares of Series A Preferred Stock are redeemed, the amount payable by us for each share being redeemed will be reduced by an amount determined by multiplying the discount rate listed below for the period in which the redemption is consummated by the then effective Liquidation Preference before such discount is applied. For the Period: Discount Commencing on the Original Issue Date and ending on the 1 st 9.0909 % Commencing on the day after the 1 st nd 6.8182 % Commencing on the day after the 2 nd rd 4.5455 % Commencing on the day after the 3 rd th 2.2727 % From and after the fourth anniversary of the Original Issue Date, no reduction will be made for any amount payable in connection with a redemption. The 10 year liquidation value of the Series A Preferred Stock is as follows (in thousands except share amounts): The fair value of the Series A Preferred Stock originally issued was being accreted to the ten year liquidation value of $190.8 million using an effective interest rate of approximately 10.06% as follows (in thousands): Anniversary of Closing Date - Original Issuance on 14,666,667 shares Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Carrying Value $ 73,200 $ 80,560 $ 88,661 $ 97,576 $ 107,387 $ 118,185 $ 130,069 $ 143,147 $ 157,541 $ 173,382 Deemed Dividends 7,360 8,101 8,915 9,811 10,798 11,884 13,078 14,394 15,841 17,434 $ 80,560 $ 88,661 $ 97,576 $ 107,387 $ 118,185 $ 130,069 $ 143,147 $ 157,541 $ 173,382 $ 190,816 After redemption, the fair value of the remaining Series A Preferred Stock will be accreted to the ten year liquidation value of $85.9 million using an effective interest rate of approximately 10.06% as follows (in thousands): Anniversary of Closing Date - Post Redemption on 6,600,000 shares remaining Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Fair Value $ 32,940 $ 36,252 $ 39,897 $ 43,909 $ 48,324 $ 53,183 $ 58,531 $ 64,416 $ 70,893 $ 78,021 Deemed Dividends 3,312 3,645 4,012 4,415 4,859 5,348 5,885 6,477 7,128 7,846 $ 36,252 $ 39,897 $ 43,909 $ 48,324 $ 53,183 $ 58,531 $ 64,416 $ 70,893 $ 78,021 $ 85,867 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 calculation of the Beneficial Conversion Feature at the Original Issue Date is as follows (in thousands except share and per share amounts): Issue date fair value $ 73,200 Common shares the stock converts into 14,666,667 Common shares the stock coverts into 14,666,667 Excess fair value of stock over conversion price $ 3.05 Effective conversion price $ 4.99 Value of beneficial conversion feature $ 44,720 Stock price on issue date $ 8.04 Fair Value $ 73,200 Effective conversion price $ 4.99 Value of Beneficial Conversion Feature $ (44,720 ) Excess fair value over conversion price $ 3.05 Carrying Value $ 28,480 After the redemption of 8,066,667 shares of the Series A Preferred Stock, the remaining BCF allocated to the 6,600,000 shares outstanding is approximately $20.1 million (6,660,000 * $3.05). Since the Series A Preferred Stock first becomes convertible three years from the Original Issuance Date the Company is recognizing the BCF as non-cash deemed dividends of approximately $6.7 million per year in each of the first three years the Series A Preferred Stock is outstanding. In addition to the BCF recorded at the Original Issue Date, we will be required to record additional BCF discounts upon the issuance of PIK shares issued quarterly, as dividends, starting after the first year from the Original Issue Date. After the early redemption, the face value of the remaining Series A Preferred Stock is $49.5 million and will receive 264,000 ($49.5 million * 4.0%) / $7.50) additional shares of Series A Preferred Stock for the first year dividends are payable. Using the same calculations as the table above, the additional 264,000 shares will be discounted by a BCF of approximately $0.8 million, which will be amortized to the income statement over the remaining period up to the earliest conversion date, which is three years from the Original Issue Date. The following table details the amounts recorded for the components of the Series A Preferred stock separately for the shares redeemed and for the shares remaining after redemption: Reconciliation of amounts recorded Original Issue Date Redeemed Shares Shares Remaining Income Statement Impact Shares of Series A Preferred Stock 14,666,667 8,066,667 6,600,000 Face (conversion) value $ 110,000 $ 60,500 $ 49,500 $ - Issue discount (36,800 ) (20,240 ) (16,560 ) - Beneficial conversion feature (44,720 ) (24,596 ) (20,124 ) - Carrying value at Original Issue Date 28,480 15,664 12,816 - Deemed dividends expense recorded 7,360 4,048 3,312 7,360 Amortization expense of BCF 14,988 8,244 6,745 14,988 Carrying value pre-redemption $ 50,828 $ 27,956 $ 22,873 $ 22,348 Accelerate discount expense on redeemed shares 18,973 - 18,973 Remove deemed dividends not payable on redeemed shares (2,781 ) - (2,781 ) Remove BCF not realized by holder (8,244 ) - (8,244 ) Add original amount of BCF back to Series A Preferred Stock from APIC 24,596 - - Record cash paid at redemption of $55.0 million (60,500 ) - (5,500 ) Carrying value after redemption at December 31, 2016 - 22,873 - Cumulative impact on income statement 24,796 Amounts from deemed dividends and discounts 18,051 Amounts from BCF 6,745 To calculate any gain or loss realized on the redemption of the Series A Preferred Stock, the Company took the carrying value of the shares of Series A Preferred Stock before the redemption and added the amount of the beneficial conversion feature originally recorded with the redeemed shares and compared that total to the consideration being paid, in this case the $55 million. The following table summarizes the calculation of the net loss realized upon the redemption of the 8,066,667 shares of Series A Preferred Stock which agrees with the cumulative impact on the income statement in the table above. Calculation of loss on redemption Carrying value pre-redemption on shares redeemed $ 27,956 Value of original BCF on redeemed shares 24,596 52,552 Cash paid to redeem shares 55,000 Loss on redemption of Series A Preferred Stock (2,448 ) Income statement expense pre-redemption 22,348 Plus: Loss on redemption of Series A Preferred Stock 2,448 Cumulative income statement impact as of December 31, 2016 $ 24,796 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note I – Income Taxes Significant components of the provision for income taxes for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): 2016 2015 2014 Current: Federal $ (8 ) $ 56 $ 113 State 39 101 44 Total Current Provision $ 31 $ 157 $ 157 Deferred: Federal $ (1,451 ) $ (1,866 ) $ - State (281 ) (245 ) - Total Deferred Provision (Benefit) $ (1,732 ) $ (2,111 ) $ A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2016, 2015 and 2014 is as follows: 2016 2015 2014 Federal statutory tax rate 34.00 % 34.00 % 34.00 % State income taxes, net of federal income tax benefit 3.43 % 4.41 % 3.37 % Non-deductible expenses (1.88 )% (29.17 )% 5.89 % Non-deductible stock options and warrants (13.37 )% (10.24 )% 4.00 % Non-deductible tax expense 0.00 % 0.00 % 8.79 % Prior year adjustments for stock compensation — (0.26 )% (27.93 )% Other, net 0.73 % — % — % Valuation allowance — 49.49 % (15.96 )% Effective tax rate 22.91 % 48.23 % 12.16 % The prior year adjustments for stock compensation in the rate reconciliation for 2014 primarily relate to the recognition of deferred tax assets for non-qualified stock options from prior years, although such deferred tax assets would be fully reserved by a valuation allowance. At December 31, 2016 and 2015, our current and non-current deferred income tax assets and liabilities consisted of the following (in thousands): 2016 2015 Deferred income tax assets (liabilities): Allowance for doubtful accounts $ 340 $ 15,201 Accrued vacation 759 962 Other accruals 84 476 Other 66 29 Net operating loss carry-forwards 12,222 502 AMT credit carry-forward 144 152 Nonqualified stock options and warrants 1,264 1,377 Accumulated depreciation and amortization (29,852 ) (34,440 ) Net deferred income tax liabilities $ (14,973 ) $ (15,741 ) At December 31, 2016, 2015 and 2014, the Company had federal net operating loss carry forwards of approximately $50.6 million, $7.0 million and $8.2 million, respectively and state net operating loss carry forwards of approximately $22.6 million, $0.5 million and $2.3 million, respectively. The net operating loss amount differs from the recorded deferred tax asset due to the Company not recording the windfall benefit on the exercise of options. Assuming our net operating loss carry forwards are not disallowed because of certain “change in control” provisions of the Internal Revenue Code, these net operating loss carry forwards expire in various years beginning in the year ending December 31, 2029. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. We previously established a valuation allowance to fully reserve our net deferred income tax assets as such assets did not meet the more likely than not recognition standard established by ASC Topic 740. As of December 31, 2015, due to an increase of deferred tax liabilities resulting from the acquisition of Clarient, management has determined that sufficient positive evidence exists to conclude that it is more likely than not that additional deferred taxes are realizable and therefore reduced the valuation allowance to zero. Our valuation allowance decreased by approximately $0, $2,240,800 and $174,000 during the years ended December 31, 2016, 2015 and 2014, respectively. We file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. For federal and state purposes, we have open tax years from the tax years ended December 31, 2008 to December 31, 2016. We are not currently subject to any ongoing income tax examinations. We have examined our current and past tax positions taken, and have concluded that it is more likely than not these tax positions will be sustained in the event of an examination and that there would be no material impact to our effective tax rate. As of December 31, 2016, 2015, and 2014, we had no unrecognized tax benefits. In the event interest or penalties will be accrued, our policy is to include these amounts related to unrecognized tax benefits in income tax expense. As of December 31, 2016, we had no accrued interest or penalties related to uncertain tax positions. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note J – Net Income (Loss) per Share The following table provides the computation of basic and diluted net income (loss) per share for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) $ (5,723 ) $ (2,535 ) $ 1,132 Deemed dividends on preferred stock 18,011 40 - Amortization of preferred stock beneficial conversion feature 6,663 82 - Net income (loss) available to common stockholders $ (30,397 ) $ (2,657 ) $ 1,132 Basic weighted average common shares outstanding 77,542 60,526 53,483 Effect of potentially dilutive securities - - 2,533 Diluted weighted average shares outstanding 77,542 60,526 56,016 Basic net income (loss) per share attributable to common stockholders $ (0.39 ) $ (0.04 ) $ 0.02 Diluted net income (loss) per share attributable to common stockholders $ (0.39 ) $ (0.04 ) $ 0.02 We have adopted the two class method in calculating earnings per share as we have determined our preferred shares to be participating securities. Under this method, we have included in weighted average shares outstanding all of our preferred shares as we have assumed conversion to common shares. We have not allocated the net loss to our participating shareholders as they do not have a contractual obligation to share in losses. For the year ended December 31, 2016, there were $1.7 million options excluded from the calculation of diluted earnings per share as anti-dilutive. For the year ended December 31, 2015, there were 103,000 options excluded from the calculation of diluted earnings per share as anti-dilutive. For the year ended December 31, 2014, there were 400,000 options excluded from the calculation of diluted earnings per share as anti-dilutive. |
Stock Options, Stock Purchase P
Stock Options, Stock Purchase Plan and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Stock Purchase Plan and Warrants | Note K – Stock Options, Stock Purchase Plan and Warrants Stock Option Plan On December 21, 2015, the board of directors of Parent (the “Board of Directors”) further amended the Amended and Restated Equity Incentive Plan (“the Amended Plan”), which amended and restated the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated effective as of October 31, 2006, April 16, 2013 and May 4, 2015. The Amended Plan allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The Amended Plan, which expires on October 15, 2025, provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 12,500,000. As of December 31, 2016 and 2015, option and stock awards for 5,136,110 and 5,326,505 shares, respectively, were outstanding, including 200,000 and 800,000 options, respectively, issued outside of the Amended Plan to Douglas VanOort, the Company’s Chairman and Chief Executive Officer. As of December 31, 2016 and 2015, a total of approximately 1,670,205 and 4,081,940 shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 - 10 years and generally vest over 3 or 4 years, but each grant’s expiration, vesting and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors. The fair value of each stock option award granted during the years ended December 31, 2016, 2015 and 2014 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: 2016 2015 2014 Expected term (in years) 1.0 – 4.5 2.5 – 4.6 3.0 – 4.6 Risk-free interest rate (%) 1.1 % 1.2 % 1.0 % Expected volatility (%) 54 % 51 % 50 % Dividend yield (%) 0.0 % 0.0 % 0 % Weighted average fair value/share at grant date $ 2.23 $ 1.84 $ 1.50 The status of our stock options and stock awards are summarized as follows: Number Of Shares Weighted Average Exercise Price Outstanding at December 31, 2013 5,725,298 $ 1.22 Granted 760,500 4.21 Exercised (2,387,327 ) 0.76 Canceled (86,375 ) 2.39 Outstanding at December 31, 2014 4,012,096 2.04 Granted 1,819,000 4.90 Exercised (492,091 ) 1.45 Canceled (12,500 ) 3.19 Outstanding at December 31, 2015 5,326,505 3.07 Granted 2,617,526 7.14 Exercised (2,483,519 ) 1.69 Canceled (324,402 ) 3.99 Outstanding at December 31, 2016 5,136,110 5.76 Exercisable at December 31, 2016 1,127,632 3.89 The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2015 2,718,221 $ 2.22 Granted in 2016 2,617,526 2.23 Vested in 2016 (1,101,472 ) 2.08 Forfeited in 2016 (225,797 ) 1.48 Non-vested at December 31, 2016 4,008,478 2.09 The following table summarizes information about our options outstanding at December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.47 – 3.00 243,500 0.26 $ 1.82 241,000 0.25 $ 1.81 3.01 – 4.00 440,084 1.91 3.62 265,127 1.88 3.61 4.01 – 5.00 1,771,999 3.23 4.76 576,337 3.14 4.72 5.01 – 6.00 78,000 3.35 5.56 21,000 2.94 5.47 6.01 – 7.00 647,500 4.05 6.74 9,168 3.58 6.59 7.01 – 9.47 1,955,027 4.34 7.32 15,000 3.94 7.85 5,136,110 3.51 5.76 1,127,632 2.21 3.89 As of December 31, 2016, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $14.5 million and the aggregate intrinsic value of currently exercisable stock options was approximately $5.3 million. The intrinsic value of each option share is the difference between the fair market value of NeoGenomics common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $8.57 closing stock price of NeoGenomics Common Stock on December 30, 2016, the last trading day of 2016. The total number of in-the-money options outstanding and exercisable as of December 31, 2016 was approximately 1.1 million. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $15,003,000, $2,470,000 and $8,882,000, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options was approximately $4,179,000, $714,000 and $1,807,000 for the years ended December 31, 2016, 2015 and 2014, respectively. The total fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was approximately $6,493,000, $3,347,000 and $1,139,000, respectively. The total fair value of option shares vested during the years ended December 31, 2016, 2015 and 2014 was approximately $2,165,000, $871,000 and $540,000. We recognize stock-based compensation expense over the vesting period using the straight-line basis over the awards’ requisite service periods for employees and variably for non-employees due to the market-to-market adjustments at the end of each reporting period. Stock compensation cost recognized for the years ended December 31, 2016, 2015 and 2014 related to stock options was approximately $4,978,000, $2,889,000 and $511,000, respectively. As of December 31, 2016, there was approximately $5,100,000 of total unrecognized stock-based compensation cost, related to unvested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 1.4 years. Employee Stock Purchase Plan Effective January 1, 2007, the Company began sponsoring an Employee Stock Purchase Plan (“ESPP”), under which eligible employees may purchase Common Stock, by means of limited payroll deductions, at a 5% discount from the fair market value of the Common Stock as of specific dates. In accordance with ASC Topic 718-50 Compensation – Stock Compensation – Employee Share Purchase Plans, the ESPP is considered non-compensatory and does not require the recognition of compensation cost because the discount offered to employees does not exceed 5%. Shares issued pursuant to this plan were 98,672, 73,958 and 90,285 for the years ended December 31, 2016, 2015 and 2014, respectively. Common Stock Warrants From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s credit facilities and sales of its common stock, and in connection with employment agreements and for compensation to directors. These warrants are valued using trinomial lattice pricing model and using the volatility, market price, strike price, risk-free interest rate and dividend yield appropriate at the date the warrants were issued. Stock compensation costs recognized for the years ended December 31, 2016, 2015 and 2014 was approximately $0, $0 and $51,000, respectively for warrants excluding the Albitar Warrants referenced below. On January 9, 2012 Dr. Maher Albitar was granted performance incentive warrants to purchase 200,000 shares of the Company’s common stock (the “Albitar Warrants”) at an exercise price per share of $1.43, which was the closing price per share on the last trading day prior to his start date. During the year ended December 31, 2016, all of the Albitar Warrants were fully vested and exercised. The warrants were scheduled to expire on January 9, 2017. On May 3, 2010, warrants to purchase 450,000 shares of common stock at an exercise price of $1.50 per share were granted to Mr. Steven C. Jones (see Note M). These warrants, which were subject to time and performance requirements, are fully vested as of December 31, 2016. These warrants were sold to a third party in September of 2016. Warrant activity is summarized as follows: Shares Weighted Average Exercise Price Warrants outstanding, December 31, 2013 1,358,333 $ 1.24 Granted — — Exercised (458,333 ) — Expired (250,000 ) — Cancelled — — Warrants outstanding, December 31, 2014 650,000 1.24 Granted — — Exercised — — Expired — — Cancelled — — Warrants outstanding, December 31, 2015 650,000 1.48 Granted — — Exercised (200,000 ) — Expired — — Cancelled — — Warrants outstanding, December 31, 2016 450,000 $ 1.48 Warrants exercisable at December 31, 2016 450,000 $ 1.49 The number and weighted average grant-date fair values of warrants non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Number of Warrants Weighted Average Grant Date Fair Value Non-vested at December 31, 2015 120,000 $ 1.43 Granted in 2016 - - Vested in 2016 (120,000 ) $ 1.43 Forfeited in 2016 - - Non-vested at December 31, 2016 - $ - At December 31, 2016, there were 450,000 warrants outstanding with an exercise price of $1.50. These warrants were issued on 5/3/2010 and expire on 5/2/2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note L – Commitments and Contingencies Operating Leases The Company leases its laboratory and office facilities under non-cancelable operating leases. These operating leases expire at various dates through December 2020 and generally require the payment of real estate taxes, insurance, maintenance, utility and operating costs. The Company has approximately 49,000 square feet of office and laboratory space at our corporate headquarters in Fort Myers, Florida. In addition, we maintain laboratory and office space in Aliso Viejo, West Sacramento, Fresno and Irvine, California; Nashville, Tennessee; Houston, Texas and Tampa, Florida. The following is a schedule of future minimum obligations under non-cancelable operating leases as of December 31, 2016 (in thousands): Years ending December 31, 2017 $ 3,129 2018 2,195 2019 2,003 2020 2,058 2021 492 Thereafter 226 Total minimum lease payments $ 10,103 Rent expense for the years ended December 31, 2016, 2015 and 2014 was approximately $4.2 million, $1.9 million and $1.7 million, respectively and is included in costs of revenues and in general and administrative expenses, depending on the allocation of work space in each facility. Certain of the Company’s facility leases include rent escalation clauses. The Company normalizes rent expense on a straight-line basis over the term of the lease for known changes in lease payments over the life of the lease. Purchase Commitments The Company has agreements in place to purchase a specified level of reagents from certain vendors. These purchase commitments expire at various dates through 2020. The purchase commitments as of December 31, 2016 are as follows (in thousands): Years ending December 31, 2017 $ 1,294 2018 942 2019 838 2020 378 2021 - Thereafter - Total purchase commitments $ 3,452 Capital Lease Obligations The Company’s capital lease obligations expire at various times through 2020 and the weighted average interest rates under such leases approximated 6.03% at December 31, 2016. Some of our leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. See Note F-Debt for more information about future minimum lease payments under capital lease obligations, including those described above. Property and equipment acquired under capital lease agreements, see Note C-Property and Equipment, Net are pledged as collateral to secure the performance of the future minimum lease payments shown in Note F-Debt. Employment Contracts The agreements with our Chief Executive Officer, Chief Medical Officer, Clinical Services President, Vice President of Operations, Chief Information Officer and Chief Financial Officer contain some or all of the following: • Clauses that allow for continuous automatic extensions of one year unless timely written notice terminating the contract is provided to such officers (as defined in the agreements). • Clauses that provide for accelerated vesting of the options granted pursuant to such agreements at the time of certain changes of control of the Company. • Clauses that provided for 6-12 months of severance benefits in the event that such officers are terminated without “cause” (as defined in the agreements) by the Company. The base salaries for these officers in 2017 are expected to approximate $2.4 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note M – Related Party Transactions During the years ended December 31, 2016, 2015 and 2014, Steven C. Jones, a director of the Company, earned approximately $263,000, $261,500 and $257,500, respectively, for various consulting work performed in connection with his duties as an Executive Vice President and reimbursement of incurred expenses. Mr. Jones also earned $85,000, $578,900 and $177,500 as payment of bonuses for the periods indicated above. The bonus earned for the year ended December 31, 2015 was comprised of $500,000 in recognition of the services provided in connection with the Company’s acquisition of Clarient, Inc. and the related financing. This amount was paid to Aspen Capital Advisors, LLC (“Aspen’) for which Mr. Jones is a managing director, pursuant to a consulting agreement entered into between Aspen and the Company on November 11, 2015. The remaining $78,900 was earned as part of a management incentive plan. On April 20, 2016, the Company granted Steven C. Jones 100,000 stock options to purchase shares of parent common stock. 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. The options vest ratably over the next three years on each anniversary date. These options were accounted for as granted to a non-employee as they relate to his services to the Company as a consultant. On May 4, 2015, the Company granted Steven C. Jones 100,000 stock options to purchase shares of parent common stock. The options were granted at a price of $4.78 per share and had a weighted average fair market value of $1.80 per option. The options vest ratably over the next three years on each anniversary date. 10,000 of the options were accounted for as granted to a Director of the Company, consistent with similar grants at that time to other Directors. The remaining 215,000 stock options have been accounted for as granted to a non-employee as they relate to his services to the Company as a consultant. On May 3, 2010, the Company entered into a consulting agreement (the “Consulting Agreement”) with Steven Jones (the “Consultant” or “Mr. Jones”) whereby Mr. Jones would continue to provide consulting services to the Company in the capacity of Executive Vice President of Finance. The Consulting Agreement has an initial term from May 3, 2010 through April 30, 2013, which initial term automatically renews for additional one year periods unless either party provides notice of termination at least three months prior to the expiration of the initial term or any renewal term. In addition, the Company has the right to terminate the Consulting Agreement by giving written notice to the Consultant the year prior to the effective date of termination. The Consultant has the right to terminate the Consulting Agreement by giving written notice to the Company three months prior to the proposed termination date, provided, however, the Consultant is required to provide an additional three months of transition services to the Company upon reasonable request by the Company. The Consulting Agreement specifies an annual base retainer compensation of $180,000 per year, which was subsequently increased to $210,000 per year in April 2012. Mr. Jones annual compensation was increased to $250,000 on January 1, 2013. Mr. Jones annual compensation was increased to $260,000 in March 2014. Mr. Jones is also eligible to receive an annual cash bonus based on the achievement of certain performance metrics with a target of 30% of his base retainer. Such bonus is eligible to be increased to up to 150% of the target bonus in any fiscal year in which he meets certain performance thresholds established by the CEO of the Company and approved by the Board of Directors. On May 3, 2010, the Company also entered into a warrant agreement with the Consultant and it issued a warrant to purchase 450,000 shares of the Company’s common stock, which were all vested as of December 31, 2016. On November 4, 2016, the Company entered into an amended and restated consulting agreement (the “Amended and Restated Consulting Agreement”) with Steven Jones (the “Consultant” or “Mr. Jones”). The Amended and Restated Consulting Agreement has an initial term of November 4, 2016 through April 30, 2020, which initial term automatically renews for additional one year periods unless either party provides notice of termination at least three months prior to the expiration of the initial term or any renewal term. In addition, the Company has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to the Consultant the year prior to the effective date of termination. The Consultant has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to the Company three months prior to the proposed termination date, provided, however, the Consultant is required to provide an additional three months of transition services to the Company upon reasonable request by the Company. The Amended and Restated Consulting Agreement specifies monthly base retainer compensation of $21,666.66 per month until April 30, 2017; $15,000.00 per month from May 1, 2017 until April 30, 2018; $12,500.00 per month from May 1, 2018 until April 30, 2019; and $10,000.00 per month thereafter. The Consultant is also eligible to receive a cash bonus based on the achievement of certain performance metrics with a target of 35% of his base retainer for any given fiscal year. Such bonus is eligible to be increased to up to 150% of the target bonus in any fiscal year in which he meets certain performance thresholds established by the CEO of the Company and approved by the Board of Directors. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | Note N – Retirement Plan We maintain a defined-contribution 401(k) retirement plan covering substantially all employees (as defined). Our employees may make voluntary contributions to the plan, subject to limitations based on IRS regulations and compensation. In addition, we match any employees’ contributions at the rate of 75% of every dollar contributed up to 4% of the respective employee’s salary (3% maximum Company match). Effective, January 1, 2017 this benefit will increase to 100% of every dollar contributed up to 3% of the respective employee’s compensation and an additional 50% of every dollar contributed on the next 2% of compensation (4% maximum Company match). We made matching contributions of approximately $1,660,000, $493,000 and $358,000 during the years ended December 31, 2016, 2015 and 2014, respectively. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity Transactions | Note O – Equity Transactions Public Offerings of Common Stock In August 2014, the Company completed an offering of 8,050,000 shares of registered common stock, at a price of $4.60 per share, for gross proceeds of approximately $37.0 million. The Company received approximately $34.3 million in net proceeds after deducting underwriting fees and offering costs of approximately $2.7 million. The Company plans to use the net proceeds for working capital, capital expenditures and for general corporate purposes including potential acquisitions and the repayment of debt. Common Stock issued to GE Medical As discussed in Note D, 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 Preferred Stock Issued to GE Medical As discussed in Note D, the Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient. In 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock outstanding leaving a balance of 6,600,000 shares outstanding as of December 31, 2016. Restricted Stock Awards On July 28, 2016, the Company granted each of the six independent directors of Parent 5,072 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $46,257 or $9.12 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 20, 2016, the Company granted each of six independent directors of Parent 2,150 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent four quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $15,050 or $7.00 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On June 16, 2015, the Company granted each of the two newly elected independent directors of Parent 1,560 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $9,079 or $5.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 16, 2015, the Company granted each of the four independent directors of Parent each 2,080 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $10,025 or $4.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 15, 2014, the Company granted 125,000 shares of restricted common stock to Douglas M. VanOort. Such restricted common shares vest on the third anniversary of the grant date so long as Mr. VanOort remains Chairman and Chief Executive Officer of the Company. The fair market value of the grant of restricted common stock on award date was deemed to be $381,250 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $127,000, 127,000 and $91,000 of stock compensation expense for the years ended December 31, 2016, 2015 and 2014, respectively, related to this restricted common stock. On April 15, 2014 the Company granted each of the four independent directors 3,000 shares of restricted common stock for a total of 12,000 shares. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on award date was deemed to be $9,150 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $36,000 of stock compensation expense for the year ended December 31, 2014 related to this restricted common stock. On October 27, 2014, the Company granted 1,500 shares of restricted common stock to Bruce K. Crowther. Such restricted common stock vested over the subsequent two quarters based on Mr. Crowther’s service on the board of directors. The fair market value of the grant on the award date was deemed to be $7,365 or $4.91 per share which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $2,000 of stock compensation expense for the year ended December 31, 2014 related to this grant. The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2016, 2015 and 2014, as well as stock awards granted, vested and forfeited during the year are as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2013 8,000 $ 1.44 Granted in 2014 138,500 3.07 Vested in 2014 (18,125 ) 2.45 Forfeited in 2014 — — Nonvested at December 31, 2014 128,375 3.06 Granted in 2015 11,440 5.08 Vested in 2015 (12,820 ) 4.56 Forfeited in 2015 — — Nonvested at December 31, 2015 126,995 3.10 Granted in 2016 43,332 8.49 Vested in 2016 (33,083 ) 8.13 Forfeited in 2016 — — Nonvested at December 31, 2016 137,244 3.59 |
Asset Impairment
Asset Impairment | 12 Months Ended |
Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment | Note P – Asset Impairment During the fourth quarter of 2016, as part of our annual impairment assessment, it was determined that the carrying amount of certain intangible assets exceeded fair value and were impaired. The following table reconciles the asset impairment charges which are recognized in operating expenses in our consolidated statement of operations: For the Years Ended December 31, 2016 2015 2014 Impairment of HDC Assets $ 1,902 $ - $ - Impairment of Path Logic Assets 1,562 - - Total Impairment $ 3,464 $ - $ - HDC Assets This impairment charge is related to the Master License Agreement with Health Discovery Corporation. This impairment charge writes off the HDC intangible assets associated with SVM, LDT, flow cytometry and cytogenetics technologies. The impairment is primarily the result of the lack of revenues to date, and the disputed license termination notification received from HDC. As a result of the disputed license termination notice, the likelihood of future revenues as result of direct use of the HDC assets is significantly reduced. Based on this analysis, the Company determined that the assets were fully impaired, and an impairment loss was recorded for the unamortized balance of these assets in the amount of $1.9 million. Path Logic Assets This impairment charge is associated with our Path Logic intangible assets, consisting of customer relationships. Based on the analysis performed, this asset is fully impaired. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) For the Quarters Ended Total 03/31/16 06/30/16 09/30/16 12/31/16 2016 Net revenues $ 59,704 $ 63,129 $ 60,761 $ 60,489 $ 244,083 Gross profit $ 27,173 $ 28,605 $ 27,345 $ 27,256 $ 110,379 Net income (loss) $ 155 $ 413 $ (67 ) $ (6,224 ) $ (5,723 ) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ 5,567 $ 5,567 $ 5,567 $ 7,973 $ 24,674 Net (loss) available to common stockholders $ (5,412 ) $ (5,154 ) $ (5,634 ) $ (14,197 ) $ (30,397 ) Net (loss) per common share: Basic $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.39 ) Diluted $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.39 ) Weighted average common shares outstanding – Basic 76,068 77,448 78,145 78,490 77,542 Weighted average shares outstanding – Diluted 76,068 77,448 78,145 78,490 77,542 For the Quarters Ended Total 03/31/15 06/30/15 09/30/15 12/31/15 2015 Net revenues $ 23,026 $ 24,370 $ 25,126 $ 27,280 $ 99,802 Gross profit $ 9,544 $ 10,813 $ 11,171 $ 12,228 $ 43,756 Net (loss) $ (761 ) $ (176 ) $ (125 ) $ (1,473 ) $ (2,535 ) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ - $ - $ - $ 122 $ 122 Net (loss) available to common stockholders $ (761 ) $ (176 ) $ (125 ) $ (1,595 ) $ (2,657 ) Net (loss) per common share: Basic $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) $ (0.04 ) Diluted $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) $ (0.04 ) Weighted average common shares outstanding – Basic 60,277 60,425 60,537 60,859 60,526 Weighted average shares outstanding – Diluted 60,277 60,425 60,537 60,859 60,526 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to, those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. |
Revenue Recognition | Revenue Recognition 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 a contractual 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 revenue to arrive at net revenues, the amount reported on our statement of operations (in thousands): For the Years ended December 31, , 2016 2015 2014 Gross service revenues $ 493,678 $ 225,057 $ 224,460 Total contractual adjustments and discounts (249,595 ) (125,255 ) (137,391 ) Net service revenues $ 244,083 $ 99,802 $ 87,069 |
Cost of Revenue | Cost of Revenue Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. |
Shipping Costs | Shipping Costs The Company has a significant expense related to shipping specimens to our facility for testing and this cost is for contract couriers, commercial airline flights and charges from FedEx to ship specimens to our facility. We had approximately $10.3 million, $3.6 million and $3.0 million in outsourced shipping expenses for the years ended December 31, 2016, 2015 and 2014, respectively, and these costs were included in our cost of revenue. |
Advertising Costs | Advertising Costs Advertising costs are expensed at the time they were incurred and are not material for the years ended December 31, 2016, 2015 and 2014. |
Research and Development | Research and Development Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of cash and equity compensation and benefits for R&D personnel, amortization of intangibles, supplies, inventory and payment for samples to complete validation studies. These expenses were incurred to develop new genetic tests. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are comprised of amounts due from sales of the Company’s specialized diagnostic services and are recorded at the billed amount, net of discounts and contractual allowances. The allowance for doubtful accounts is estimated based on the aging of accounts receivable with each payer category and the historical data on bad debts in these aging categories. In addition, the allowance is adjusted periodically for other relevant factors, including regularly assessing the state of our billing operations in order to identify issues which may impact the collectability of receivables or allowance estimates. Revisions to the allowance are recorded as an adjustment to bad debt expense within general and administrative expenses. After appropriate collection efforts have been exhausted, specific receivables deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of receivables previously written-off are recorded as credits to the allowance. Our estimates of net revenue are subject to change based on the contractual status and payment policies of the third party payers with whom we deal. We regularly refine our estimates in order to make our estimated revenue as accurate as possible based on our most recent collection experience with each third party payer. Changes in the allowance for doubtful accounts are as follows (in thousands): Years Ended December 31, 2016 2015 2014 Beginning balance – allowance for doubtful accounts $ 4,759 $ 4,180 $ 4,540 Provision for doubtful accounts 11,856 2,318 2,437 Write-offs (2,916 ) (1,739 ) (2,797 ) Ending balance – allowance for doubtful accounts $ 13,699 $ 4,759 $ 4,180 |
Statements of Cash Flows | Statements of Cash Flows For purposes of the consolidated statements of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, including our revolving credit facility are considered reasonable estimates of their respective fair values due to their short-term nature. The Company maintains its cash and cash equivalents with domestic financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2016, its concentration of credit risk related to cash and cash equivalents was not significant. The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. The Company entered into an interest rate swap agreement in December of 2016, see Note G- Derivative Instruments and Hedging Activities. At December 31, 2016, the fair value of the derivative financial instrument is not considered to be significant and therefore is not recorded on the balance sheet as a liability nor is the change in value reflected through accumulated other comprehensive income as of December 31, 2016. The instrument will be evaluated on a quarterly basis going forward and resulting increases/decreases will be recorded as discussed in Note B-Derivative Instruments and Hedging Activities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
Concentration of Credit Risk | Concentrations of Credit Risk Concentrations of credit risk with respect to revenue and accounts receivable are primarily limited to certain clients and geographies to which the Company provides a significant volume of its services, and to specific payers of our services such as Medicare and individual insurance companies. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. For the years ended December 31, 2016 and 2015, no clients accounted for more than 5% of revenue. For the year ended December 31, 2014, a large oncology practice with multiple locations accounted for 10.1% of total revenue. All other clients were less than 10% of total revenue individually. Due to the acquisition of Clarient, our concentration of revenue shifted from Florida to California. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of California accounted for 24.0%, 20.2% and 15.0%, respectively, of total revenue. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of Florida accounted for 15%, 20.5% and 25.8%, respectively, of total revenue. |
Inventories | Inventories Inventories, which consist principally of testing supplies, are valued at the lower of cost or market, using the first-in, first-out method (FIFO). |
Other Current Assets | Other Current Assets As of December 31, 2016, 2015 and 2014, other current assets consist primarily of prepaid expenses relating to contracts for laboratory and computer equipment maintenance. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally includes purchases of items with a cost greater than $1,000 and a useful life greater than one year. Depreciation and amortization are computed on the straight line basis over the estimated useful lives of the assets. Leasehold improvements and property and equipment under capital leases are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software. We perform a fair value assessment on property and equipment acquired in a business combination and record the fair value as the cost basis for those assets. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Repairs and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are recorded at fair value or cost, less accumulated amortization. At December 31, 2016, we had two classes of assets, each class is amortized over its estimated service period using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. At December 31, 2016, the Company’s intangible assets were related to the customer relationships acquired through the acquisition of Clarient and the Clarient trade name. |
Goodwill | Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the fourth quarter resulted in no impairment losses. |
Recoverability and Impairment of Long-Lived Assets | Recoverability and Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets (property and equipment, and intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying amount of the asset. The Company recognized approximately $3.5 million in impairment losses for the year ended December 31, 2016, see Note P for further details. No impairment loss was recognized in the years ended December 31, 2015 and 2014. |
Debt Issuance Costs | Debt Issuance Costs We record debt issuance costs related to our debt liabilities as direct deductions from the carrying amount of the debt. The costs are amortized to interest expense over the life of the debt using the effective interest method. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage risks related to interest expense. We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability and measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. In December of 2016, the Company entered into an interest rate swap agreement. The interest rate swap agreement effectively converts a portion of the Companies floating rate debt to a fixed rate thereby reducing the impact on future changes in interest rates. In accordance with ASC 815, the Company has designated the interest rate swap as a cash flow hedge. As the specific terms and notional amounts of the derivative financial instrument match those of the floating rate debt being hedged, the derivative instrument is assumed to be a perfectly effective hedge and accordingly, there is no impact to the Company's consolidated statements of operations. At December 31, 2016, it was determined that the fair value of this instrument was not significant Cash flows from the interest rate swap are to be included in operating activities on the consolidated statement of cash flows. For further information on derivative instruments and hedging activities, see Note G to our Consolidated Financial Statements included in this Annual Report on Form 10-K. |
Series A Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock The Company has classified the Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) as temporary equity on the consolidated balance sheet due to certain deemed liquidation events that are outside the Company’s control. These events include the following: • Acquisition of 50% or more of the voting securities of the Company • Consolidation, merger or corporate reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than 50% of the voting power immediately after the consolidation, merger or reorganization • Sale, lease, license, transferor disposition of all or substantially all of the assets, technology or intellectual property of the Company We evaluated our Series A Preferred Stock upon issuance in order to determine classification as to permanent or temporary equity and whether or not the instrument contains an embedded derivative that requires bifurcation. This analysis followed the whole instrument approach which compares an individual feature against the entire instrument which includes that feature. This analysis was based on a consideration of the economic characteristics and risk of the Series A Preferred Stock. We evaluated all of the stated and implied substantive terms and features, including: (i) redemption (Purchase Call Option) on the Series A Preferred Stock allowing the Company to redeem the Series A Preferred Stock at any time, (ii) required redemption contingent if we raise capital, (iii) required redemption in the event of certain deemed liquidation events (in essence, any change in control of the Company), (iv) conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. As a result of this analysis, we concluded that the Series A Preferred Stock represented an equity host and, therefore, the redemption feature of the Series A Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument, however the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. We also concluded that the conversion rights under the Series A Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights features on the Series A Preferred Stock were not considered an embedded derivative that required bifurcation. |
Beneficial Conversion Feature | Beneficial Conversion Feature The issuance of the Company's Series A Preferred Stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. We recognized this beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. NeoGenomics is accreting the discount over three years from the date of issuance through the earliest conversion date, which is three years. Accretion expense is recognized as dividend equivalents over the three year period. Upon redemption of any shares of preferred stock by the Company prior to any beneficial conversion feature being realized by the holder, the amount of beneficial conversion related to the number of shares redeemed that was accreted as dividends would be reversed, and the entire amount of beneficial conversion feature recorded in accumulated additional paid-in-capital would be reversed. |
Income Taxes | Income Taxes We compute income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and recognition of bad debts and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. During the years ended December 31, 2016, 2015 and 2014, we do not believe we had any significant uncertain tax positions nor did we have any provision for interest or penalties related to such positions. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. The fair value of awards to non-employees are then marked-to-market each reporting period until vesting criteria are met. We estimate the fair value of stock options and warrants using a trinomial lattice model. This model is affected by our stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of our common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using a trinomial lattice simulation model. Risk-free Interest Rate: We base the risk-free interest rate used in the trinomial lattice valuation method on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, we use the nearest interest rate from the available maturities. Expected Stock Price Volatility: We use our own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we have assumed a 0% dividend yield in valuing our stock-based awards. |
Tax Effects of Stock-Based Compensation | Tax Effects of Stock-Based Compensation We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. |
Net Income (Loss) Per Common Share | Net Income (loss) per Common Share We have adopted the two class method of calculating earnings (loss) per share, due to the issuance of the Series A Preferred Stock in December 2015. Under this method, when we have a net loss, we will not allocate the net loss to the holders of the Series A Preferred Stock (our participating shareholders) as they do not have a contractual obligation to share in losses. Under this method, when we have net income, we will compute net income per share using the weighted average number of common shares outstanding during the applicable period plus the weighted average number of preferred shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method. |
Recently Adopted and Issued Accounting Guidance | Recently Adopted and Issued Accounting Guidance Adopted In November 2015, 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 early adopted this ASU on January 1, 2016 and applied the amendments retrospectively to all deferred tax liabilities and assets presented. The effect of the adoption on the Consolidated Balance Sheets for December 31, 2016 and December 31, 2015, was the offset of long term deferred tax liabilities by current deferred tax assets of $1,248,900 and $16,668,000, respectively. In September 2015, the FASB issued ASU 2015-16, Business Combinations Issued In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments 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. As a result of the adoption of this standard, we anticipate recording a deferred tax asset on the consolidated balance sheet in the amount of approximately $6.5 million. In February 2016, the FASB issued “ASU” 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Adjustment of Transactions Revenue | The table below shows the adjustments made to gross service revenue to arrive at net revenues, the amount reported on our statement of operations (in thousands): For the Years ended December 31, , 2016 2015 2014 Gross service revenues $ 493,678 $ 225,057 $ 224,460 Total contractual adjustments and discounts (249,595 ) (125,255 ) (137,391 ) Net service revenues $ 244,083 $ 99,802 $ 87,069 |
Summary of Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts are as follows (in thousands): Years Ended December 31, 2016 2015 2014 Beginning balance – allowance for doubtful accounts $ 4,759 $ 4,180 $ 4,540 Provision for doubtful accounts 11,856 2,318 2,437 Write-offs (2,916 ) (1,739 ) (2,797 ) Ending balance – allowance for doubtful accounts $ 13,699 $ 4,759 $ 4,180 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Estimated Useful Lives in Years Equipment $ 29,220 $ 34,040 3-7 Leasehold improvements 10,550 9,349 2-5 Furniture and fixtures 4,315 4,398 7 Computer hardware and office equipment 8,268 5,175 3 Computer software 5,346 7,717 2-3 Assets not yet placed in service 3,439 432 — Subtotal 61,138 61,111 Less accumulated depreciation and amortization (27,102 ) (26,534 ) Property and equipment, net $ 34,036 $ 34,577 |
Depreciation Expense on Property and Equipment, Including Leased Assets | Depreciation and amortization expense on property and equipment, including leased assets in each period was as follows (in thousands): For the years ended December 31, 2016 2015 2014 Depreciation and amortization expense $ 15,937 $ 6,730 $ 5,345 |
Property and Equipment under Capital Leases | Property and equipment under capital leases, included above, consists of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Equipment $ 13,109 $ 13,655 Furniture and fixtures 1,081 1,250 Computer hardware 5,178 2,846 Computer software 514 651 Leasehold improvements 69 99 Subtotal 19,951 18,501 Less accumulated depreciation and amortization (9,481 ) (9,047 ) Property and equipment under capital leases, net $ 10,470 $ 9,454 |
Acquisitions (Tables)
Acquisitions (Tables) - Clarient, Inc. [Member] | 12 Months Ended |
Dec. 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 Final Amounts for the Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the final amounts for the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): December 30, 2015 (As Initially Reported) Measurement Period Adjustments December 30, 2015 (Final) Current assets, including cash and cash equivalents of $890 $ 31,978 $ 672 $ 32,650 Property and equipment 19,241 (64 ) 19,177 Identifiable intangible assets – customer relationships 84,000 - 84,000 Goodwill 143,493 598 144,091 Total assets acquired 278,712 1,206 279,918 Current liabilities (12,631 ) 188 (12,443 ) Deferred tax liability (17,904 ) (964 ) (18,868 ) Long-term liabilities (103 ) - (103 ) Net assets acquired $ 248,074 $ 430 $ 248,504 |
Schedule of Revenue and Earnings | The amount of revenue and earnings of Clarient since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2015 are as follows (in thousands): For through Revenue $ 665 Gross Margin $ 297 Net Income $ 26 |
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results. Years ended December 31, (unaudited) 2015 2014 Revenue $ 216,029 $ 214,293 Net (loss) attributable to common stockholders (71,365 ) (34,084 ) (Loss) per share $ (0.94 ) $ (0.50 ) Basic 75,526 68,483 Diluted 75,526 68,483 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Classes of Intangible Assets | Intangible assets as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 Amortization Period Cost Accumulated Amortization Impairment Net Trade Name 24 months $ 3,000 $ 1,508 $ - $ 1,492 Customer Relationships 156-180 months 82,930 5,796 1,562 75,572 Support Vector Machine (SVM) technology 108 months 500 269 231 - Laboratory developed test (LDT) technology 164 months 1,482 524 958 - Flow Cytometry and Cytogenetics technology 202 months 1,000 287 713 - Total $ 88,912 $ 8,384 $ 3,464 $ 77,064 December 31, 2015 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 8 $ 2,992 Customer Relationships 156-180 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 |
Amortization Expense of Intangible Assets | The Company recorded amortization expense of intangible assets in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2016 2015 2014 Amortization of intangible assets $ 7,272 $ 412 $ 295 |
Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2016 is as follows (in thousands): Years Ending December 31, As of December 31, 2017 $ 6,892 2018 5,400 2019 5,400 2020 5,400 2021 5,400 Thereafter 48,572 Total $ 77,064 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | The following table summarizes the long term debt at December 31, 2016 and 2015 (in thousands): 2016 2015 Term Loan Facility $ 75,000 $ 55,022 Revolving Credit Facility 22,900 - Capital leases/loans 10,471 9,705 Total Debt $ 108,371 $ 64,727 Less: Debt issuance costs (2,202 ) (2,217 ) Less: Current portion of long-term debt (8,733 ) (5,134 ) Total Long-Term Debt, net $ 97,436 $ 57,376 |
Summary of Maturities of Long-Term Debt | Maturities of long-term debt at December 31, 2016 are summarized as follows (in thousands): Debt Capital Lease Obligations & Car Loans Total Long Term Debt 2017 $ 3,750 $ 5,461 $ 9,211 2018 3,750 3,687 7,437 2019 5,625 1,948 7,573 2020 5,625 113 5,738 2021 79,150 - 79,150 $ 97,900 $ 11,209 $ 109,109 Less: Interest on capital leases - (738 ) (738 ) 97,900 10,471 108,371 Less: Current portion of long-term debt (3,750 ) (4,983 ) (8,733 ) Less: Debt issuance costs (2,202 ) - (2,202 ) Long-term debt, net $ 91,948 $ 5,488 $ 97,436 |
Class A Redeemable Convertibl31
Class A Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Product of Paid-in-kind Dividend Rate | For the Period: PIK Dividend Rate Commencing on the Original Issue Date and ending on the 1 st 0.0 % Commencing on the day after the 1 st th 4.0 % Commencing on the day after the 4 th th 5.0 % Commencing on the day after the 5 th th 6.0 % Commencing on the day after the 6 th th 7.0 % Commencing on the day after the 7 th th 8.0 % Commencing on the day after the 8 th th 9.0 % Commencing on the day after the 9 th 10.0 % |
Schedule of Redemption Discounts | For the Period: Discount Commencing on the Original Issue Date and ending on the 1 st 9.0909 % Commencing on the day after the 1 st nd 6.8182 % Commencing on the day after the 2 nd rd 4.5455 % Commencing on the day after the 3 rd th 2.2727 % |
Schedule of Originally Issued and Remaining Series A Preferred Stock Accretion to Ten Year Liquidation Value | The fair value of the Series A Preferred Stock originally issued was being accreted to the ten year liquidation value of $190.8 million using an effective interest rate of approximately 10.06% as follows (in thousands): Anniversary of Closing Date - Original Issuance on 14,666,667 shares Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Carrying Value $ 73,200 $ 80,560 $ 88,661 $ 97,576 $ 107,387 $ 118,185 $ 130,069 $ 143,147 $ 157,541 $ 173,382 Deemed Dividends 7,360 8,101 8,915 9,811 10,798 11,884 13,078 14,394 15,841 17,434 $ 80,560 $ 88,661 $ 97,576 $ 107,387 $ 118,185 $ 130,069 $ 143,147 $ 157,541 $ 173,382 $ 190,816 After redemption, the fair value of the remaining Series A Preferred Stock will be accreted to the ten year liquidation value of $85.9 million using an effective interest rate of approximately 10.06% as follows (in thousands): Anniversary of Closing Date - Post Redemption on 6,600,000 shares remaining Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Fair Value $ 32,940 $ 36,252 $ 39,897 $ 43,909 $ 48,324 $ 53,183 $ 58,531 $ 64,416 $ 70,893 $ 78,021 Deemed Dividends 3,312 3,645 4,012 4,415 4,859 5,348 5,885 6,477 7,128 7,846 $ 36,252 $ 39,897 $ 43,909 $ 48,324 $ 53,183 $ 58,531 $ 64,416 $ 70,893 $ 78,021 $ 85,867 |
Schedule of Beneficial Conversion Feature At Original Issue Date | The calculation of the Beneficial Conversion Feature at the Original Issue Date is as follows (in thousands except share and per share amounts): Issue date fair value $ 73,200 Common shares the stock converts into 14,666,667 Common shares the stock coverts into 14,666,667 Excess fair value of stock over conversion price $ 3.05 Effective conversion price $ 4.99 Value of beneficial conversion feature $ 44,720 Stock price on issue date $ 8.04 Fair Value $ 73,200 Effective conversion price $ 4.99 Value of Beneficial Conversion Feature $ (44,720 ) Excess fair value over conversion price $ 3.05 Carrying Value $ 28,480 |
Schedule of Components of Series A Preferred Stock, Separately for Shares Redeemed and for Shares Remaining, After Redemption and Loss on Redemption | The following table details the amounts recorded for the components of the Series A Preferred stock separately for the shares redeemed and for the shares remaining after redemption: Reconciliation of amounts recorded Original Issue Date Redeemed Shares Shares Remaining Income Statement Impact Shares of Series A Preferred Stock 14,666,667 8,066,667 6,600,000 Face (conversion) value $ 110,000 $ 60,500 $ 49,500 $ - Issue discount (36,800 ) (20,240 ) (16,560 ) - Beneficial conversion feature (44,720 ) (24,596 ) (20,124 ) - Carrying value at Original Issue Date 28,480 15,664 12,816 - Deemed dividends expense recorded 7,360 4,048 3,312 7,360 Amortization expense of BCF 14,988 8,244 6,745 14,988 Carrying value pre-redemption $ 50,828 $ 27,956 $ 22,873 $ 22,348 Accelerate discount expense on redeemed shares 18,973 - 18,973 Remove deemed dividends not payable on redeemed shares (2,781 ) - (2,781 ) Remove BCF not realized by holder (8,244 ) - (8,244 ) Add original amount of BCF back to Series A Preferred Stock from APIC 24,596 - - Record cash paid at redemption of $55.0 million (60,500 ) - (5,500 ) Carrying value after redemption at December 31, 2016 - 22,873 - Cumulative impact on income statement 24,796 Amounts from deemed dividends and discounts 18,051 Amounts from BCF 6,745 To calculate any gain or loss realized on the redemption of the Series A Preferred Stock, the Company took the carrying value of the shares of Series A Preferred Stock before the redemption and added the amount of the beneficial conversion feature originally recorded with the redeemed shares and compared that total to the consideration being paid, in this case the $55 million. The following table summarizes the calculation of the net loss realized upon the redemption of the 8,066,667 shares of Series A Preferred Stock which agrees with the cumulative impact on the income statement in the table above. Calculation of loss on redemption Carrying value pre-redemption on shares redeemed $ 27,956 Value of original BCF on redeemed shares 24,596 52,552 Cash paid to redeem shares 55,000 Loss on redemption of Series A Preferred Stock (2,448 ) Income statement expense pre-redemption 22,348 Plus: Loss on redemption of Series A Preferred Stock 2,448 Cumulative income statement impact as of December 31, 2016 $ 24,796 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Significant Components of Provision for Income Taxes | Significant components of the provision for income taxes for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): 2016 2015 2014 Current: Federal $ (8 ) $ 56 $ 113 State 39 101 44 Total Current Provision $ 31 $ 157 $ 157 Deferred: Federal $ (1,451 ) $ (1,866 ) $ - State (281 ) (245 ) - Total Deferred Provision (Benefit) $ (1,732 ) $ (2,111 ) $ |
Reconciliation of Effective Tax Rate and the Federal Statutory Tax Rate | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2016, 2015 and 2014 is as follows: 2016 2015 2014 Federal statutory tax rate 34.00 % 34.00 % 34.00 % State income taxes, net of federal income tax benefit 3.43 % 4.41 % 3.37 % Non-deductible expenses (1.88 )% (29.17 )% 5.89 % Non-deductible stock options and warrants (13.37 )% (10.24 )% 4.00 % Non-deductible tax expense 0.00 % 0.00 % 8.79 % Prior year adjustments for stock compensation — (0.26 )% (27.93 )% Other, net 0.73 % — % — % Valuation allowance — 49.49 % (15.96 )% Effective tax rate 22.91 % 48.23 % 12.16 % |
Current and Non-current Deferred Income Tax Assets and Liabilities | At December 31, 2016 and 2015, our current and non-current deferred income tax assets and liabilities consisted of the following (in thousands): 2016 2015 Deferred income tax assets (liabilities): Allowance for doubtful accounts $ 340 $ 15,201 Accrued vacation 759 962 Other accruals 84 476 Other 66 29 Net operating loss carry-forwards 12,222 502 AMT credit carry-forward 144 152 Nonqualified stock options and warrants 1,264 1,377 Accumulated depreciation and amortization (29,852 ) (34,440 ) Net deferred income tax liabilities $ (14,973 ) $ (15,741 ) |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table provides the computation of basic and diluted net income (loss) per share for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) $ (5,723 ) $ (2,535 ) $ 1,132 Deemed dividends on preferred stock 18,011 40 - Amortization of preferred stock beneficial conversion feature 6,663 82 - Net income (loss) available to common stockholders $ (30,397 ) $ (2,657 ) $ 1,132 Basic weighted average common shares outstanding 77,542 60,526 53,483 Effect of potentially dilutive securities - - 2,533 Diluted weighted average shares outstanding 77,542 60,526 56,016 Basic net income (loss) per share attributable to common stockholders $ (0.39 ) $ (0.04 ) $ 0.02 Diluted net income (loss) per share attributable to common stockholders $ (0.39 ) $ (0.04 ) $ 0.02 |
Stock Options, Stock Purchase34
Stock Options, Stock Purchase Plan and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the years ended December 31, 2016, 2015 and 2014 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: 2016 2015 2014 Expected term (in years) 1.0 – 4.5 2.5 – 4.6 3.0 – 4.6 Risk-free interest rate (%) 1.1 % 1.2 % 1.0 % Expected volatility (%) 54 % 51 % 50 % Dividend yield (%) 0.0 % 0.0 % 0 % Weighted average fair value/share at grant date $ 2.23 $ 1.84 $ 1.50 |
Status of Our Stock Options and Stock Awards | The status of our stock options and stock awards are summarized as follows: Number Of Shares Weighted Average Exercise Price Outstanding at December 31, 2013 5,725,298 $ 1.22 Granted 760,500 4.21 Exercised (2,387,327 ) 0.76 Canceled (86,375 ) 2.39 Outstanding at December 31, 2014 4,012,096 2.04 Granted 1,819,000 4.90 Exercised (492,091 ) 1.45 Canceled (12,500 ) 3.19 Outstanding at December 31, 2015 5,326,505 3.07 Granted 2,617,526 7.14 Exercised (2,483,519 ) 1.69 Canceled (324,402 ) 3.99 Outstanding at December 31, 2016 5,136,110 5.76 Exercisable at December 31, 2016 1,127,632 3.89 |
Roll Forward of Non-Vested Stock Options Activity | The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2015 2,718,221 $ 2.22 Granted in 2016 2,617,526 2.23 Vested in 2016 (1,101,472 ) 2.08 Forfeited in 2016 (225,797 ) 1.48 Non-vested at December 31, 2016 4,008,478 2.09 |
Summary of Information about our Options Outstanding | The following table summarizes information about our options outstanding at December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.47 – 3.00 243,500 0.26 $ 1.82 241,000 0.25 $ 1.81 3.01 – 4.00 440,084 1.91 3.62 265,127 1.88 3.61 4.01 – 5.00 1,771,999 3.23 4.76 576,337 3.14 4.72 5.01 – 6.00 78,000 3.35 5.56 21,000 2.94 5.47 6.01 – 7.00 647,500 4.05 6.74 9,168 3.58 6.59 7.01 – 9.47 1,955,027 4.34 7.32 15,000 3.94 7.85 5,136,110 3.51 5.76 1,127,632 2.21 3.89 |
Summary of Warrant Activity | Warrant activity is summarized as follows: Shares Weighted Average Exercise Price Warrants outstanding, December 31, 2013 1,358,333 $ 1.24 Granted — — Exercised (458,333 ) — Expired (250,000 ) — Cancelled — — Warrants outstanding, December 31, 2014 650,000 1.24 Granted — — Exercised — — Expired — — Cancelled — — Warrants outstanding, December 31, 2015 650,000 1.48 Granted — — Exercised (200,000 ) — Expired — — Cancelled — — Warrants outstanding, December 31, 2016 450,000 $ 1.48 Warrants exercisable at December 31, 2016 450,000 $ 1.49 |
Warrant [Member] | |
Roll Forward of Non-Vested Stock Options Activity | The number and weighted average grant-date fair values of warrants non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Number of Warrants Weighted Average Grant Date Fair Value Non-vested at December 31, 2015 120,000 $ 1.43 Granted in 2016 - - Vested in 2016 (120,000 ) $ 1.43 Forfeited in 2016 - - Non-vested at December 31, 2016 - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Obligations Under Non-cancelable Operating Leases | The following is a schedule of future minimum obligations under non-cancelable operating leases as of December 31, 2016 (in thousands): Years ending December 31, 2017 $ 3,129 2018 2,195 2019 2,003 2020 2,058 2021 492 Thereafter 226 Total minimum lease payments $ 10,103 |
Schedule of Purchase Commitments | The purchase commitments as of December 31, 2016 are as follows (in thousands): Years ending December 31, 2017 $ 1,294 2018 942 2019 838 2020 378 2021 - Thereafter - Total purchase commitments $ 3,452 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Roll Forward of RSU Activity | The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2016, 2015 and 2014, as well as stock awards granted, vested and forfeited during the year are as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2013 8,000 $ 1.44 Granted in 2014 138,500 3.07 Vested in 2014 (18,125 ) 2.45 Forfeited in 2014 — — Nonvested at December 31, 2014 128,375 3.06 Granted in 2015 11,440 5.08 Vested in 2015 (12,820 ) 4.56 Forfeited in 2015 — — Nonvested at December 31, 2015 126,995 3.10 Granted in 2016 43,332 8.49 Vested in 2016 (33,083 ) 8.13 Forfeited in 2016 — — Nonvested at December 31, 2016 137,244 3.59 |
Asset Impairment (Tables)
Asset Impairment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | |
Schedule of Reconcile Asset Impairment | The following table reconciles the asset impairment charges which are recognized in operating expenses in our consolidated statement of operations: For the Years Ended December 31, 2016 2015 2014 Impairment of HDC Assets $ 1,902 $ - $ - Impairment of Path Logic Assets 1,562 - - Total Impairment $ 3,464 $ - $ - |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data | For the Quarters Ended Total 03/31/16 06/30/16 09/30/16 12/31/16 2016 Net revenues $ 59,704 $ 63,129 $ 60,761 $ 60,489 $ 244,083 Gross profit $ 27,173 $ 28,605 $ 27,345 $ 27,256 $ 110,379 Net income (loss) $ 155 $ 413 $ (67 ) $ (6,224 ) $ (5,723 ) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ 5,567 $ 5,567 $ 5,567 $ 7,973 $ 24,674 Net (loss) available to common stockholders $ (5,412 ) $ (5,154 ) $ (5,634 ) $ (14,197 ) $ (30,397 ) Net (loss) per common share: Basic $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.39 ) Diluted $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.39 ) Weighted average common shares outstanding – Basic 76,068 77,448 78,145 78,490 77,542 Weighted average shares outstanding – Diluted 76,068 77,448 78,145 78,490 77,542 For the Quarters Ended Total 03/31/15 06/30/15 09/30/15 12/31/15 2015 Net revenues $ 23,026 $ 24,370 $ 25,126 $ 27,280 $ 99,802 Gross profit $ 9,544 $ 10,813 $ 11,171 $ 12,228 $ 43,756 Net (loss) $ (761 ) $ (176 ) $ (125 ) $ (1,473 ) $ (2,535 ) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature $ - $ - $ - $ 122 $ 122 Net (loss) available to common stockholders $ (761 ) $ (176 ) $ (125 ) $ (1,595 ) $ (2,657 ) Net (loss) per common share: Basic $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) $ (0.04 ) Diluted $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) $ (0.04 ) Weighted average common shares outstanding – Basic 60,277 60,425 60,537 60,859 60,526 Weighted average shares outstanding – Diluted 60,277 60,425 60,537 60,859 60,526 |
Nature of Business and Basis 39
Nature of Business and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Percentage of consolidated assets, net revenues and net income of reportable segment | 100.00% |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Adjustment of Transactions Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue Recognition [Abstract] | |||||||||||
Gross service revenues | $ 493,678 | $ 225,057 | $ 224,460 | ||||||||
Total contractual adjustments and discounts | (249,595) | (125,255) | (137,391) | ||||||||
Total Revenue | $ 60,489 | $ 60,761 | $ 63,129 | $ 59,704 | $ 27,280 | $ 25,126 | $ 24,370 | $ 23,026 | $ 244,083 | $ 99,802 | $ 87,069 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Client$ / shares | Dec. 31, 2015USD ($)Client | Dec. 31, 2014USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Outsourced shipping expenses | $ 10,300,000 | $ 3,600,000 | $ 3,000,000 |
Number of clients accounted for more than 5% revenue | Client | 0 | 0 | |
Minimum cost of purchases under Property and equipment | $ 1,000 | ||
Property and equipment, life | 1 year | ||
Impairment loss | $ 3,500,000 | $ 0 | 0 |
Minimum threshold percentage of voting securities on acquisition for deemed liquidation event | 50.00% | ||
Maximum voting power percentage after consolidation merger or reorganization for deemed liquidation event | 50.00% | ||
Preferred stock conversion trading price | $ / shares | $ 8 | ||
Convertible preferred stock, terms of conversion | conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. | ||
Accretion expense recognized period | 3 years | ||
Largest amount of tax benefit | Greater than 50% | ||
Provision for interest or penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Dividend yield (%) | 0.00% | 0.00% | 0.00% |
Current deferred tax assets | $ 1,248,900 | $ 16,668,000 | |
Deferred tax asset | $ 6,500,000 | ||
Net Revenues [Member] | Customer Concentration Risk [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from | 5.00% | 5.00% | |
Net Revenues [Member] | Customer Concentration Risk [Member] | Oncology Practice Clients [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from | 10.10% | ||
Net Revenues [Member] | Customer Concentration Risk [Member] | Other Individual Clients [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from | 10.00% | ||
Net Revenues [Member] | California [Member] | Customer Concentration Risk [Member] | Clarient, Inc. [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from | 24.00% | 20.20% | 15.00% |
Net Revenues [Member] | Florida [Member] | Customer Concentration Risk [Member] | Clarient, Inc. [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from | 15.00% | 20.50% | 25.80% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Summary of Changes in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Beginning balance – allowance for doubtful accounts | $ 4,759 | $ 4,180 | $ 4,540 |
Provision for doubtful accounts | 11,856 | 2,318 | 2,437 |
Write-offs | (2,916) | (1,739) | (2,797) |
Ending balance – allowance for doubtful accounts | $ 13,699 | $ 4,759 | $ 4,180 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 61,138 | $ 61,111 |
Less accumulated depreciation and amortization | (27,102) | (26,534) |
Property and equipment, net | $ 34,036 | 34,577 |
Property and equipment, estimated useful life | 1 year | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 29,220 | 34,040 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 10,550 | 9,349 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4,315 | 4,398 |
Property and equipment, estimated useful life | 7 years | |
Computer Hardware and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 8,268 | 5,175 |
Property and equipment, estimated useful life | 3 years | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 5,346 | 7,717 |
Computer Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Computer Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Assets Not Yet Placed in Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,439 | $ 432 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense on Property and Equipment,Including Leased Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 15,937 | $ 6,730 | $ 5,345 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 15,937 | $ 6,730 | $ 5,345 |
Cost of Revenue [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 11,751 | 4,238 | 3,516 |
General and Administrative Expense [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 4,186 | $ 2,492 | $ 1,829 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment under Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 19,951 | $ 18,501 |
Less accumulated depreciation and amortization | (9,481) | (9,047) |
Property and equipment under capital leases, net | 10,470 | 9,454 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 13,109 | 13,655 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,081 | 1,250 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,178 | 2,846 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 514 | 651 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 69 | $ 99 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Dec. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | 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 | ||||
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | 14,666,667 | ||||
Amortization of intangibles | $ 7,272,000 | $ 412,000 | $ 295,000 | |||
GE Medical [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage upon conversion of preferred stock | 32.00% | |||||
Ownership percentage upon redemption of shares | 25.00% | |||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | |||||
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 | $ 7,300,000 | 36,000 | ||||
Goodwill, expected to be deductible for income tax purposes | $ 0 | |||||
Fair value of accounts receivable acquired | 28,800,000 | |||||
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 | |||||
Temporary equity, shares redemption | 8,066,667 | |||||
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 |
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 Final
Acquisitions - Summary of Final Amounts for the Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 147,019 | $ 146,421 | |
Clarient, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Current assets, including cash and cash equivalents | $ 32,650 | ||
Property and equipment | 19,177 | ||
Identifiable intangible assets – customer relationships | 84,000 | ||
Goodwill | 144,091 | ||
Total assets acquired | 279,918 | ||
Current liabilities | (12,443) | ||
Deferred tax liability | (18,868) | ||
Long-term liabilities | (103) | ||
Net assets acquired | 248,504 | ||
Clarient, Inc. [Member] | Initially Reported [Member] | |||
Business Acquisition [Line Items] | |||
Current assets, including cash and cash equivalents | 31,978 | ||
Property 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] | |||
Current assets, including cash and cash equivalents | 672 | ||
Property and equipment | (64) | ||
Goodwill | 598 | ||
Total assets acquired | 1,206 | ||
Current liabilities | 188 | ||
Deferred tax liability | (964) | ||
Net assets acquired | $ 430 |
Acquisitions - Summary of Fin50
Acquisitions - Summary of Final Amounts for the Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical ) (Detail) $ in Thousands | Dec. 30, 2015USD ($) |
Clarient, Inc. [Member] | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 890 |
Acquisitions - Schedule of Reve
Acquisitions - Schedule of Revenue and Earnings of Clarient (Detail) - Clarient, Inc. [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Revenue | $ 665 |
Gross Margin | 297 |
Net Income | $ 26 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro forma Information (Detail) - Clarient, Inc. [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 216,029 | $ 214,293 |
Net (loss) attributable to common stockholders | $ (71,365) | $ (34,084) |
(Loss) per share | $ (0.94) | $ (0.50) |
Basic | 75,526 | 68,483 |
Diluted | 75,526 | 68,483 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | Jul. 08, 2014 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment loss | $ 3,464,000 | |||
Milestone payments | $ 0 | |||
Health Discovery Corporation [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment loss | 1,902,000 | |||
Clarient [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | $ 84,000,000 | 84,000,000 | ||
Customer Relationships [Member] | Clarient [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | $ 81,000,000 | 81,000,000 | ||
Intangible asset amortization period | 15 years | |||
Customer Relationships [Member] | Path Logic [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | $ 1,930,000 | |||
Intangible asset amortization period | 13 years | |||
Impairment loss | $ 1,562,000 | |||
Trade Names [Member] | Clarient [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | $ 3,000,000 | $ 3,000,000 | ||
Intangible asset amortization period | 2 years |
Intangible Assets - Classes of
Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 88,912 | $ 88,912 |
Accumulated Amortization | 8,384 | 1,112 |
Impairment | 3,464 | |
Total | $ 77,064 | $ 87,800 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
Cost | $ 3,000 | $ 3,000 |
Accumulated Amortization | 1,508 | 8 |
Total | 1,492 | 2,992 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 82,930 | 82,930 |
Accumulated Amortization | 5,796 | 247 |
Impairment | 1,562 | |
Total | $ 75,572 | $ 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 | 269 | 213 |
Impairment | $ 231 | |
Total | $ 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 | 524 | 416 |
Impairment | $ 958 | |
Total | $ 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 | 287 | 228 |
Impairment | $ 713 | |
Total | $ 772 | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 156 months | 156 months |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 180 months | 180 months |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense of Intangibles Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 7,272 | $ 412 | $ 295 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 6,892 | |
2,018 | 5,400 | |
2,019 | 5,400 | |
2,020 | 5,400 | |
2,021 | 5,400 | |
Thereafter | 48,572 | |
Total | $ 77,064 | $ 87,800 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-Term Debt | $ 97,900 | |
Capital leases/loans | 10,471 | $ 9,705 |
Total Debt | 108,371 | 64,727 |
Debt and Capital Lease Obligations | 108,371 | 64,727 |
Less: Debt issuance costs | (2,202) | (2,217) |
Less: Current portion of long-term debt | (8,733) | (5,134) |
Total Long-Term Debt, net | 97,436 | 57,376 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 75,000 | $ 55,022 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | $ 22,900 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 22, 2016 | Dec. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||||
Current outstanding borrowings | $ 3,750,000 | $ 550,000 | ||
Long-term outstanding borrowings | $ 70,149,000 | 52,254,000 | ||
Debt instrument, Weighted average interest rates | 6.03% | |||
Debt issuance costs | $ 2,202,000 | 2,217,000 | ||
Long-term outstanding borrowings | $ 21,799,000 | |||
Capital Leases [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, Weighted average interest rates | 6.03% | |||
Term Loan 2015 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt Instrument, maximum borrowing capacity | $ 55,000,000 | |||
Current outstanding borrowings | 550,000 | |||
Long-term outstanding borrowings | 52,300,000 | |||
Unamortized transaction costs | $ 2,200,000 | |||
Debt instrument, maturity date | Dec. 22, 2016 | |||
Early termination fee of debt | $ 1,100,000 | |||
Amortization of debt issuance costs | $ 2,800,000 | |||
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 Company was in compliance with all such covenants at December 22, 2016. | |||
Debt instrument, Term | 5 years | |||
Annual amortization percent in principal amount | 1.00% | |||
Term Loan 2015 [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument covenants fixed charge coverage ratio | 110.00% | |||
Debt instrument covenants stepping up over time fixed charge coverage ratio | 125.00% | |||
Term Loan 2015 [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument covenants leverage ratio | 400.00% | |||
Debt instrument covenants stepping down over time leverage ratio | 325.00% | |||
Term Loan 2015 [Member] | Scenario One [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument interest rate applicable margin | 6.00% | |||
Term Loan 2015 [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 2015 [Member] | Base Rate [Member] | Scenario One [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 4.00% | |||
Term Loan 2015 [Member] | Base Rate [Member] | Scenario Two [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 5.50% | |||
Term Loan 2015 [Member] | Federal Funds Rate Plus [Member] | Scenario One [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 0.50% | |||
Term Loan 2015 [Member] | LIBOR Rate Plus [Member] | Scenario One [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.00% | |||
Term Loan 2015 [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 6.50% | |||
Term Loan 2015 [Member] | LIBOR Rate Plus [Member] | Scenario Two [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.00% | |||
Term Loan 2016 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt Instrument, maximum borrowing capacity | $ 75,000,000 | |||
Current outstanding borrowings | $ 3,700,000 | |||
Long-term outstanding borrowings | 70,100,000 | |||
Unamortized transaction costs | $ 1,100,000 | |||
Debt instrument, maturity date | Dec. 21, 2021 | |||
Interest rate description | (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the Credit Agreement). Interest on borrowings under the Revolving Credit Facility is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into an interest rate swap agreement to hedge against changes in the variable rate of a portion of this debt. | |||
Line of credit facility incremental borrowing capacity | $ 50,000,000 | |||
Debt instrument prepayment description | The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (as defined), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty. | |||
Percentage of net cash proceeds for mandatory prepayment under facility | 100.00% | |||
Percentage of net cash proceeds from issuances or incurrence of additional debt for mandatory prepayment under facility | 100.00% | |||
Leverage ratio used to determine mandatory prepayments under credit facility | 275.00% | |||
Percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment under facility | 100.00% | |||
Term Loan 2016 [Member] | Leverage Ratio Greater Than Or Equal To 2.75:1.0 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 50.00% | |||
Term Loan 2016 [Member] | Leverage Ratio Less Than 2.75:1.0 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 0.00% | |||
Term Loan 2016 [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument applicable margin | 1.25% | |||
Term Loan 2016 [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument applicable margin | 2.50% | |||
Term Loan 2016 [Member] | Federal Funds Rate Plus [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 0.50% | |||
Term Loan 2016 [Member] | LIBOR Rate Plus [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.00% | |||
Term Loan 2016 [Member] | LIBOR Rate Plus [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument applicable margin | 2.25% | |||
Term Loan 2016 [Member] | LIBOR Rate Plus [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument applicable margin | 3.50% | |||
Auto Loans [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, Term | 36 months | |||
Debt instrument, Interest rate | 0.00% | |||
Auto Loans [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, Term | 60 months | |||
Debt instrument, Interest rate | 5.20% | |||
Revolving Credit Facility 2015 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Dec. 30, 2020 | |||
Debt instrument covenants description | The Revolving Credit Facility contained 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 ending March 31, 2016 | |||
Debt instrument, Term | 5 years | |||
Line of credit facility maximum borrowing capacity | 25,000,000 | |||
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 minimum cash velocity percentage | 80.00% | |||
Revolving credit facility, net | $ 8,900,000 | |||
Debt issuance costs | 1,100,000 | |||
Available credit | $ 15,000,000 | |||
Line of credit facility, initiation date | Dec. 30, 2015 | |||
Line of credit facility date of retired | Dec. 22, 2016 | |||
Revolving Credit Facility 2015 [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument covenants fixed charge coverage ratio | 110.00% | |||
Debt instrument covenants stepping up over time fixed charge coverage ratio | 125.00% | |||
Revolving Credit Facility 2015 [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument covenants leverage ratio | 400.00% | |||
Debt instrument covenants stepping down over time leverage ratio | 325.00% | |||
Revolving Credit Facility 2015 [Member] | Scenario One [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument interest rate applicable margin | 2.00% | |||
Revolving Credit Facility 2015 [Member] | Scenario One [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument interest rate applicable margin | 2.50% | |||
Revolving Credit Facility 2015 [Member] | Scenario Two [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Fee percentage on unused portion | 0.25% | |||
Revolving Credit Facility 2015 [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 2015 [Member] | LIBOR Rate Plus [Member] | Scenario One [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.00% | |||
Revolving Credit Facility 2015 [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 2015 [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 2016 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Dec. 21, 2021 | |||
Percentage of net cash proceeds for mandatory prepayment under facility | 100.00% | |||
Percentage of net cash proceeds from issuances or incurrence of additional debt for mandatory prepayment under facility | 100.00% | |||
Leverage ratio used to determine mandatory prepayments under credit facility | 275.00% | |||
Percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment under facility | 100.00% | |||
Line of credit facility maximum borrowing capacity | $ 75,000,000 | |||
Debt instrument description | (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for Adjusted LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio. | |||
Long-term outstanding borrowings | $ 21,799,000,000 | |||
Unamortized transaction costs | $ 1,100,000 | |||
Line of credit facility swingline sublimit | $ 10,000,000 | |||
Debt instrument prepayment description | The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (minus certain specified other payments), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty, subject to customary “breakage” costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. | |||
Revolving Credit Facility 2016 [Member] | Leverage Ratio Greater Than Or Equal To 2.75:1.0 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 50.00% | |||
Revolving Credit Facility 2016 [Member] | Leverage Ratio Less Than 2.75:1.0 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 0.00% | |||
Revolving Credit Facility 2016 [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.25% | |||
Revolving Credit Facility 2016 [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 2.50% | |||
Revolving Credit Facility 2016 [Member] | Federal Funds Rate Plus [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 0.50% | |||
Revolving Credit Facility 2016 [Member] | LIBOR Rate Plus [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 1.00% | |||
Revolving Credit Facility 2016 [Member] | LIBOR Rate Plus [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 2.25% | |||
Revolving Credit Facility 2016 [Member] | LIBOR Rate Plus [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument variable interest rate | 3.50% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
2,017 | $ 3,750 | |
2,018 | 3,750 | |
2,019 | 5,625 | |
2,020 | 5,625 | |
2,021 | 79,150 | |
Long-term Debt | 97,900 | |
Less: Current portion of long-term debt | (3,750) | |
Less: Debt issuance costs | (2,202) | $ (2,217) |
Long-term debt, net | 91,948 | |
2,017 | 5,461 | |
2,018 | 3,687 | |
2,019 | 1,948 | |
2,020 | 113 | |
Capital Lease Obligations | 11,209 | |
Less: Interest on capital leases | (738) | |
Capital Lease Obligations | 10,471 | 9,705 |
Less: Current portion of long-term debt | (4,983) | |
Long-term debt, net | 5,488 | |
2,017 | 9,211 | |
2,018 | 7,437 | |
2,019 | 7,573 | |
2,020 | 5,738 | |
2,021 | 79,150 | |
Long-term Debt and Capital Lease Obligations | 109,109 | |
Less: Interest on capital leases | (738) | |
Debt and Capital Lease Obligations | 108,371 | 64,727 |
Less: Current portion of long-term debt | (8,733) | (5,134) |
Total Long-Term Debt, net | $ 97,436 | $ 57,376 |
Derivative Instruments and He60
Derivative Instruments and Hedging Activities - Additional Information (Details) - Interest Rate Swaps [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Fixed rate of interest percentage payment | 1.59% | |
Effective date | Dec. 30, 2016 | |
Termination date | Dec. 31, 2019 | |
Total notional amount | $ 50,000,000 | $ 0 |
Fair value of derivative instrument | 0 | |
Reclassification of gains/losses on derivative instruments | $ 795,000 |
Class A Redeemable Convertibl61
Class A Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 |
Temporary Equity [Line Items] | ||||
Temporary equity, shares issued | 6,600,000 | 14,666,667 | ||
Temporary equity, face value | $ 0.01 | $ 0.01 | ||
Temporary equity, shares outstanding | 6,600,000 | 14,666,667 | ||
Volume weighted average price per share | $ 8 | |||
Consecutive trading days to trigger conversion | 30 days | |||
Temporary equity redemption description | At any time, and from time to time, we may redeem for cash all, or any portion of, the outstanding Series A Preferred Stock at a price per share equal to the then effective Liquidation Preference, provided the aggregate amount redeemed at such time is not less than (a) from the Original Issue Date until the fourth anniversary thereof, $10.0 million and (b) thereafter, $5.0 million, and in each case only in $1.0 million increments above such amounts. | |||
Temporary equity redemption amount until forth anniversary | $ 10,000 | |||
Temporary equity redemption amount forth anniversary thereafter | 5,000 | |||
Temporary equity redemption amount forth anniversary increments above redemption value | 1,000 | |||
Temporary equity, ten year liquidation value | $ 85,900 | $ 190,800 | ||
Temporary equity, effective interest rate | 10.06% | 10.06% | ||
Deemed dividends on preferred stock | $ 18,011 | $ 40 | ||
Minimum [Member] | ||||
Temporary Equity [Line Items] | ||||
Percentage of net cash proceeds from issuance of equity to redeem preferred shares | 50.00% | |||
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 | $ 49,500 | 110,000 | $ 110,000 | |
Temporary equity, fair value | $ 73,200 | |||
Temporary equity issued, price per share | $ 4.99 | |||
Temporary equity issue discount | 16,560 | 36,800 | $ 36,800 | |
Temporary equity, value of beneficial conversion feature | 44,720 | 44,720 | 44,720 | |
Carrying amount of preferred stock | $ 12,816 | $ 28,480 | $ 28,480 | |
Temporary equity, shares redemption | 8,066,667 | 8,066,667 | ||
Temporary equity, redemption amount | $ 55,000 | |||
Temporary equity, redemption per share | $ 6.8181825 | |||
Redemption Discount | 9.0909% | |||
Temporary equity, shares outstanding | 6,600,000 | 6,600,000 | 14,666,667 | |
Additional preferred stock to be issued | 10,775,454 | |||
Temporary equity, liquidation preference per share | $ 7.50 | |||
Debt Instrument, Convertible, Conversion Ratio | 1 | |||
Temporary equity, value of beneficial conversion feature | $ 20,124 | |||
BCF allocated to shares outstanding, price per share | $ 3.05 | $ 3.05 | ||
Deemed dividends on preferred stock | $ 18,011 | $ 40 | ||
Payments for repurchase of redeemable convertible preferred stock | 55,000 | |||
Series A Redeemable Convertible Preferred Stock [Member] | Anniversary Of Closing Date Year One | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, fair value | 32,940 | |||
Carrying amount of preferred stock | 73,200 | |||
Temporary equity, ten year liquidation value | 36,252 | 80,560 | ||
Deemed dividends on preferred stock | 6,700 | |||
Series A Redeemable Convertible Preferred Stock [Member] | Anniversary Of Closing Date Year Two | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, fair value | 36,252 | |||
Carrying amount of preferred stock | 80,560 | |||
Temporary equity, ten year liquidation value | 39,897 | 88,661 | ||
Deemed dividends on preferred stock | 6,700 | |||
Series A Redeemable Convertible Preferred Stock [Member] | Anniversary Of Closing Date Year Three | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, fair value | 39,897 | |||
Carrying amount of preferred stock | 88,661 | |||
Temporary equity, ten year liquidation value | 43,909 | $ 97,576 | ||
Deemed dividends on preferred stock | $ 6,700 | |||
Series A Redeemable Convertible Preferred Stock [Member] | Payment In Kind Period Two | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, face value | $ 7.50 | |||
Temporary equity, fair value | $ 49,500 | |||
Temporary equity issue discount | $ 800 | |||
Additional preferred stock to be issued | 264,000 | |||
PIK Dividend Rate per Annum in Effect | 4.00% | |||
Series A Redeemable Convertible Preferred Stock [Member] | Cost of Revenue [Member] | Minimum [Member] | ||||
Temporary Equity [Line Items] | ||||
Voting securities acquired by a holder of Series A Preferred Stock or an affiliate | 50.00% | |||
Series A Redeemable Convertible Preferred Stock [Member] | Deemed Liquidation Event Two | Maximum [Member] | ||||
Temporary Equity [Line Items] | ||||
Voting rights our stockholders have immediately prior to any consolidation or merger of NeoGenomics, is less than | 50.00% | |||
Series A Redeemable Convertible Preferred Stock [Member] | Remaining Outstanding Preferred Stock Remains Outstanding Until Automatic Conversion [Member] | ||||
Temporary Equity [Line Items] | ||||
Additional preferred stock to be issued | 4,848,955 |
Class A Redeemable Convertibl62
Class A Redeemable Convertible Preferred Stock - Summary of Product of Paid-in-kind Dividend Rate (Detail) - Series A Redeemable Convertible Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Commencing on the Original Issue Date and Ending on the 1st Anniversary of Original Issue Date [Member] | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 0.00% |
Payment In Kind Period Two | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 4.00% |
Commencing on the Day After the 4th Anniversary of the Original Issue Date and Ending on the 5th Anniversary of the Original Issue Date | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 5.00% |
Commencing on the Day After the 5th Anniversary of the Original Issue Date and Ending on the 6th Anniversary of the Original Issue Date | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 6.00% |
Commencing on the Day After the 6th anniversary of the Original Issue Date and Ending on the 7th Anniversary of the Original Issue Date | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 7.00% |
Commencing on the Day After the 7th Anniversary of the Original Issue Date and Ending on the 8th Anniversary of the Original Issue Date | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 8.00% |
Commencing on the Day After the 8th Anniversary of the Original Issue Date and Ending on the 9th Anniversary of the Original Issue Date | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 9.00% |
Commencing on the Day After the 9th Anniversary of the Original Issue Date and Ending on the date of Automatic Conversion | |
Temporary Equity [Line Items] | |
PIK Dividend Rate per Annum in Effect | 10.00% |
Class A Redeemable Convertibl63
Class A Redeemable Convertible Preferred Stock - Schedule of Redemption Discounts (Detail) - Series A Redeemable Convertible Preferred Stock [Member] | Dec. 22, 2016 | Dec. 31, 2016 |
Temporary Equity [Line Items] | ||
Redemption Discount | 9.0909% | |
Commencing on the Original Issue Date and Ending on the 1st Anniversary of Original Issue Date [Member] | ||
Temporary Equity [Line Items] | ||
Redemption Discount | 9.0909% | |
Commencing on the Day After the 1st Anniversary of the Original Issue Date and Ending on the 2nd Anniversary of the Original Issue Date [Member] | ||
Temporary Equity [Line Items] | ||
Redemption Discount | 6.8182% | |
Commencing on the Day After the 2nd Anniversary of the Original Issue Date and Ending on the 3rd Anniversary of the Original Issue Date [Member] | ||
Temporary Equity [Line Items] | ||
Redemption Discount | 4.5455% | |
Commencing on the Day After the 3rd Anniversary of the Original Issue Date and Ending on the 4th Anniversary of the Original Issue Date [Member] | ||
Temporary Equity [Line Items] | ||
Redemption Discount | 2.2727% |
Class A Redeemable Convertibl64
Class A Redeemable Convertible Preferred Stock - Schedule of Originally Issued and Remaining Series A Preferred Stock Accretion to Ten Year Liquidation Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2015 |
Temporary Equity [Line Items] | |||
10 Year Liquidation Value | $ 85,900 | $ 190,800 | |
Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 12,816 | 28,480 | $ 28,480 |
Fair Value | $ 73,200 | ||
Deemed Dividends | 3,312 | 7,360 | |
Anniversary Of Closing Date Year One | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 73,200 | ||
Fair Value | 32,940 | ||
Deemed Dividends | 3,312 | 7,360 | |
10 Year Liquidation Value | 36,252 | 80,560 | |
Anniversary Of Closing Date Year Two | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 80,560 | ||
Fair Value | 36,252 | ||
Deemed Dividends | 3,645 | 8,101 | |
10 Year Liquidation Value | 39,897 | 88,661 | |
Anniversary Of Closing Date Year Three | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 88,661 | ||
Fair Value | 39,897 | ||
Deemed Dividends | 4,012 | 8,915 | |
10 Year Liquidation Value | 43,909 | 97,576 | |
Anniversary of Closing Date Year 4 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 97,576 | ||
Fair Value | 43,909 | ||
Deemed Dividends | 4,415 | 9,811 | |
10 Year Liquidation Value | 48,324 | 107,387 | |
Anniversary of Closing Date Year 5 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 107,387 | ||
Fair Value | 48,324 | ||
Deemed Dividends | 4,859 | 10,798 | |
10 Year Liquidation Value | 53,183 | 118,185 | |
Anniversary of Closing Date Year 6 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 118,185 | ||
Fair Value | 53,183 | ||
Deemed Dividends | 5,348 | 11,884 | |
10 Year Liquidation Value | 58,531 | 130,069 | |
Anniversary of Closing Date Year 7 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 130,069 | ||
Fair Value | 58,531 | ||
Deemed Dividends | 5,885 | 13,078 | |
10 Year Liquidation Value | 64,416 | 143,147 | |
Anniversary of Closing Date Year 8 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 143,147 | ||
Fair Value | 64,416 | ||
Deemed Dividends | 6,477 | 14,394 | |
10 Year Liquidation Value | 70,893 | 157,541 | |
Anniversary of Closing Date Year 9 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 157,541 | ||
Fair Value | 70,893 | ||
Deemed Dividends | 7,128 | 15,841 | |
10 Year Liquidation Value | 78,021 | 173,382 | |
Anniversary of Closing Date Year 10 [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Carrying amount of preferred stock | 173,382 | ||
Fair Value | 78,021 | ||
Deemed Dividends | 7,846 | 17,434 | |
10 Year Liquidation Value | $ 85,867 | $ 190,816 |
Class A Redeemable Convertibl65
Class A Redeemable Convertible Preferred Stock - Schedule of Originally Issued and Remaining Series A Preferred Stock Accretion to Ten Year Liquidation Value (Parenthetical) (Detail) - shares | Dec. 31, 2016 | Dec. 22, 2016 | Dec. 31, 2015 |
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 6,600,000 | 14,666,667 | |
Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 6,600,000 | 6,600,000 | 14,666,667 |
Class A Redeemable Convertibl66
Class A Redeemable Convertible Preferred Stock - Schedule of Beneficial Conversion Feature At Original Issue Date (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2014 |
Temporary Equity [Line Items] | ||||
Stock price on issue date | $ 4.60 | |||
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Common shares the stock coverts into | 14,666,667 | |||
Effective conversion price | $ 4.99 | |||
Stock price on issue date | 8.04 | |||
Excess fair value over conversion price | $ 3.05 | $ 3.05 | ||
Temporary equity, fair value | $ 73,200 | |||
Value of Beneficial Conversion Feature | (44,720) | $ (44,720) | $ (44,720) | |
Carrying amount of preferred stock | $ 28,480 | $ 12,816 | $ 28,480 |
Class A Redeemable Convertibl67
Class A Redeemable Convertible Preferred Stock - Schedule of Components of Series A Preferred Stock, Separately for Shares Redeemed and for Shares Remaining, After Redemption and Loss on Redemption (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 22, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | |
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | 14,666,667 | ||
Add original amount of BCF back to Series A Preferred Stock from APIC | $ 24,596 | |||
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | 6,600,000 | 14,666,667 | |
Temporary equity, liquidation value | $ 49,500 | $ 110,000 | $ 110,000 | |
Issue discount | (16,560) | (36,800) | (36,800) | |
Value of Beneficial Conversion Feature | (44,720) | (44,720) | (44,720) | |
Carrying amount of preferred stock | 12,816 | 28,480 | $ 28,480 | |
Deemed Dividends | 3,312 | 7,360 | ||
Amortization expense of BCF | $ 6,745 | 14,988 | ||
Carrying value pre-redemption | $ 50,828 | |||
Shares of Series A Preferred Stock, Redeemed Shares | 8,066,667 | 8,066,667 | ||
Face (conversion) value | $ 60,500 | |||
Issue discount | (20,240) | |||
Beneficial conversion feature | (24,596) | |||
Carrying value at Original Issue Date | 15,664 | |||
Deemed dividends expense recorded | 4,048 | |||
Amortization expense of BCF | 8,244 | |||
Carrying value pre-redemption | 27,956 | |||
Accelerate discount expense on redeemed shares | 18,973 | |||
Remove deemed dividends not payable on redeemed shares | (2,781) | |||
Remove BCF not realized by holder | (8,244) | |||
Add original amount of BCF back to Series A Preferred Stock from APIC | 24,596 | |||
Record cash paid at redemption of $55.0 million | (60,500) | |||
Beneficial conversion feature | (20,124) | |||
Carrying value pre-redemption | 22,873 | |||
Deemed dividends expense recorded | 7,360 | |||
Amortization expense of BCF | 14,988 | |||
Carrying value pre-redemption | 22,348 | |||
Accelerate discount expense on redeemed shares | 18,973 | |||
Record cash paid at redemption of $55.0 million | (5,500) | |||
Cumulative impact on income statement | 24,796 | |||
Amounts from deemed dividends and discounts | 18,051 | |||
Amounts from BCF | 6,745 | |||
Value of original BCF on redeemed shares | 24,596 | |||
Temporary equity carrying value and beneficial conversion feature | 52,552 | |||
Payments for repurchase of redeemable convertible preferred stock | 55,000 | |||
Loss on redemption of Series A Preferred Stock | (2,448) | |||
Income statement expense pre-redemption | $ 22,348 |
Class A Redeemable Convertibl68
Class A Redeemable Convertible Preferred Stock - Schedule of Components of Series A Preferred Stock, Separately for Shares Redeemed and for Shares Remaining, After Redemption and Loss on Redemption (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Series A Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Payments for repurchase of redeemable convertible preferred stock | $ 55 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (8) | $ 56 | $ 113 |
State | 39 | 101 | 44 |
Total Current Provision | 31 | 157 | $ 157 |
Deferred: | |||
Federal | (1,451) | (1,866) | |
State | (281) | (245) | |
Total Deferred Provision (Benefit) | $ (1,732) | $ (2,111) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate and the Federal Statutory Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal income tax benefit | 3.43% | 4.41% | 3.37% |
Non-deductible expenses | (1.88%) | (29.17%) | 5.89% |
Non-deductible stock options and warrants | (13.37%) | (10.24%) | 4.00% |
Non-deductible tax expense | 0.00% | 0.00% | 8.79% |
Prior year adjustments for stock compensation | (0.26%) | (27.93%) | |
Other, net | 0.73% | ||
Valuation allowance | 49.49% | (15.96%) | |
Effective tax rate | 22.91% | 48.23% | 12.16% |
Income Taxes - Current and Non-
Income Taxes - Current and Non-current Deferred Income Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 340 | $ 15,201 |
Accrued vacation | 759 | 962 |
Other accruals | 84 | 476 |
Other | 66 | 29 |
Net operating loss carry-forwards | 12,222 | 502 |
AMT credit carry-forward | 144 | 152 |
Nonqualified stock options and warrants | 1,264 | 1,377 |
Accumulated depreciation and amortization | (29,852) | (34,440) |
Net deferred income tax liabilities | $ (14,973) | $ (15,741) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Net operating loss carry forwards expire | Dec. 31, 2029 | ||
Valuation allowance, decreased | $ 0 | $ 2,240,800 | $ 174,000 |
Valuation allowance | 0 | ||
Unrecognized tax benefits | 0 | 0 | 0 |
Accrued interest or penalties related to uncertain tax positions | 0 | 0 | 0 |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 50,600,000 | 7,000,000 | 8,200,000 |
State [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | $ 22,600,000 | $ 500,000 | $ 2,300,000 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ (6,224) | $ (67) | $ 413 | $ 155 | $ (1,473) | $ (125) | $ (176) | $ (761) | $ (5,723) | $ (2,535) | $ 1,132 |
Deemed dividends on preferred stock | 18,011 | 40 | |||||||||
Amortization of preferred stock beneficial conversion feature | 6,663 | 82 | |||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (14,197) | $ (5,634) | $ (5,154) | $ (5,412) | $ (1,595) | $ (125) | $ (176) | $ (761) | $ (30,397) | $ (2,657) | $ 1,132 |
Basic weighted average common shares outstanding | 78,490 | 78,145 | 77,448 | 76,068 | 60,859 | 60,537 | 60,425 | 60,277 | 77,542 | 60,526 | 53,483 |
Effect of potentially dilutive securities | 2,533 | ||||||||||
Diluted weighted average shares outstanding | 78,490 | 78,145 | 77,448 | 76,068 | 60,859 | 60,537 | 60,425 | 60,277 | 77,542 | 60,526 | 56,016 |
Basic net income (loss) per share attributable to common stockholders | $ (0.18) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.03) | $ 0 | $ 0 | $ (0.01) | $ (0.39) | $ (0.04) | $ 0.02 |
Diluted net income (loss) per share attributable to common stockholders | $ (0.18) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.03) | $ 0 | $ 0 | $ (0.01) | $ (0.39) | $ (0.04) | $ 0.02 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding stock options and warrants | 1,700,000 | 103,000 | 400,000 |
Stock Options, Stock Purchase75
Stock Options, Stock Purchase Plan and Warrants - Additional Information (Detail) - USD ($) | Jan. 09, 2012 | Jan. 01, 2007 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May 03, 2010 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Amended Plan expiration date | Oct. 15, 2025 | ||||||
Common stock reserved and available for issuance under the Amended Plan | 12,500,000 | ||||||
Stock option outstanding | 5,136,110 | 5,326,505 | 4,012,096 | 5,725,298 | |||
Stock option to purchase | 2,617,526 | 1,819,000 | 760,500 | ||||
Shares were available for future option and stock awards under the Amended Plan | 1,670,205 | 4,081,940 | |||||
Aggregate intrinsic value of all stock options outstanding and expected to vest | $ 14,500,000 | ||||||
Aggregate intrinsic value of currently exercisable stock options | $ 5,300,000 | ||||||
Common stock closing price | $ 8.57 | ||||||
Total number of in the money options outstanding and exercisable | 1,100,000 | ||||||
Total intrinsic value of options exercised | $ 15,003,000 | $ 2,470,000 | $ 8,882,000 | ||||
Total cash proceeds received from the exercise of stock options | 4,179,000 | 714,000 | 1,807,000 | ||||
Total fair value of options granted | 6,493,000 | 3,347,000 | 1,139,000 | ||||
Total fair value of option shares vested | 2,165,000 | $ 871,000 | $ 540,000 | ||||
Unrecognized stock-based compensation cost | $ 5,100,000 | ||||||
Unrecognized cost is expected to be recognized over a weighted-average period | 1 year 4 months 24 days | ||||||
Shares issued under ESPP | 98,672 | 73,958 | 90,285 | ||||
Common stock warrants issued to the Consultant (Steven Jones) | 450,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||
Number outstanding | 450,000 | ||||||
Issued | May 3, 2010 | ||||||
Expired | May 2, 2017 | ||||||
Albitar Warrants [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration date | Jan. 9, 2017 | ||||||
Warrant [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 0 | $ 0 | $ 51,000 | ||||
Warrants granted | 200,000 | 0 | 0 | 0 | |||
Weighted average exercise price, granted | $ 1.43 | $ 0 | $ 0 | $ 0 | |||
Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Limited payroll deductions a discount | 5.00% | ||||||
Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 4,978,000 | $ 2,889,000 | $ 511,000 | ||||
Chief Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock option to purchase | 200,000 | 800,000 | |||||
Minimum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options expiry period | 5 years | ||||||
Stock option term | 3 years | ||||||
Maximum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options expiry period | 10 years | ||||||
Stock option term | 4 years |
Stock Options, Stock Purchase76
Stock Options, Stock Purchase Plan and Warrants - Fair Value of Each Stock Option Award Granted (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate (%) | 1.10% | 1.20% | 1.00% |
Expected volatility (%) | 54.00% | 51.00% | 50.00% |
Dividend yield (%) | 0.00% | 0.00% | 0.00% |
Weighted average fair value/share at grant date | $ 2.23 | $ 1.84 | $ 1.50 |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 1 year | 2 years 6 months | 3 years |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 6 months | 4 years 7 months 6 days | 4 years 7 months 6 days |
Stock Options, Stock Purchase77
Stock Options, Stock Purchase Plan and Warrants - Status of Our Stock Options and Stock Awards (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Stock options, beginning balance | 5,326,505 | 4,012,096 | 5,725,298 |
Stock options, granted | 2,617,526 | 1,819,000 | 760,500 |
Stock options, exercised | (2,483,519) | (492,091) | (2,387,327) |
Stock options, cancelled | (324,402) | (12,500) | (86,375) |
Stock options, ending balance | 5,136,110 | 5,326,505 | 4,012,096 |
Stock options, exercisable, ending balance | 1,127,632 | ||
Weighted average exercise price, beginning balance | $ 3.07 | $ 2.04 | $ 1.22 |
Weighted average exercise price, granted | 7.14 | 4.90 | 4.21 |
Weighted average exercise price, exercised | 1.69 | 1.45 | 0.76 |
Weighted average exercise price, cancelled | 3.99 | 3.19 | 2.39 |
Weighted average exercise price, ending balance | 5.76 | $ 3.07 | $ 2.04 |
Weighted average exercise price, exercisable, ending balance | $ 3.89 |
Stock Options, Stock Purchase78
Stock Options, Stock Purchase Plan and Warrants - Roll Forward of Non-Vested Stock Options Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Options, Non-vested, Beginning balance | 2,718,221 | ||
Number of Options, Granted | 2,617,526 | 1,819,000 | 760,500 |
Number of Options, Vested | (1,101,472) | ||
Number of Options, Forfeited | (225,797) | ||
Number of Options, Non-vested, Ending balance | 4,008,478 | 2,718,221 | |
Weighted average grant date fair value, Non-vested, Beginning balance | $ 2.22 | ||
Weighted average grant date fair value, Granted | 2.23 | ||
Weighted average grant date fair value, Vested | 2.08 | ||
Weighted average grant date fair value, Forfeited | 1.48 | ||
Weighted average grant date fair value, Non-vested, Ending balance | $ 2.09 | $ 2.22 |
Stock Options, Stock Purchase79
Stock Options, Stock Purchase Plan and Warrants - Summary of Information about our Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Range One [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | $ 1.47 |
Price Range, Maximum | $ 3 |
Outstanding number of options | shares | 243,500 |
Weighted average remaining contractual life outstanding | 3 months 4 days |
Outstanding average exercise price | $ 1.82 |
Exercisable, number of options | shares | 241,000 |
Weighted average remaining contractual life exercisable | 3 months |
Exercisable, average exercise Price | $ 1.81 |
Range Two [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | 3.01 |
Price Range, Maximum | $ 4 |
Outstanding number of options | shares | 440,084 |
Weighted average remaining contractual life outstanding | 1 year 10 months 28 days |
Outstanding average exercise price | $ 3.62 |
Exercisable, number of options | shares | 265,127 |
Weighted average remaining contractual life exercisable | 1 year 10 months 17 days |
Exercisable, average exercise Price | $ 3.61 |
Range Three [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | 4.01 |
Price Range, Maximum | $ 5 |
Outstanding number of options | shares | 1,771,999 |
Weighted average remaining contractual life outstanding | 3 years 2 months 23 days |
Outstanding average exercise price | $ 4.76 |
Exercisable, number of options | shares | 576,337 |
Weighted average remaining contractual life exercisable | 3 years 1 month 21 days |
Exercisable, average exercise Price | $ 4.72 |
Range Four [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | 5.01 |
Price Range, Maximum | $ 6 |
Outstanding number of options | shares | 78,000 |
Weighted average remaining contractual life outstanding | 3 years 4 months 6 days |
Outstanding average exercise price | $ 5.56 |
Exercisable, number of options | shares | 21,000 |
Weighted average remaining contractual life exercisable | 2 years 11 months 9 days |
Exercisable, average exercise Price | $ 5.47 |
Range Five [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | 6.01 |
Price Range, Maximum | $ 7 |
Outstanding number of options | shares | 647,500 |
Weighted average remaining contractual life outstanding | 4 years 18 days |
Outstanding average exercise price | $ 6.74 |
Exercisable, number of options | shares | 9,168 |
Weighted average remaining contractual life exercisable | 3 years 6 months 29 days |
Exercisable, average exercise Price | $ 6.59 |
Range Six [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Price Range, Minimum | 7.01 |
Price Range, Maximum | $ 9.47 |
Outstanding number of options | shares | 1,955,027 |
Weighted average remaining contractual life outstanding | 4 years 4 months 2 days |
Outstanding average exercise price | $ 7.32 |
Exercisable, number of options | shares | 15,000 |
Weighted average remaining contractual life exercisable | 3 years 11 months 9 days |
Exercisable, average exercise Price | $ 7.85 |
Range Seven [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding number of options | shares | 5,136,110 |
Weighted average remaining contractual life outstanding | 3 years 6 months 4 days |
Outstanding average exercise price | $ 5.76 |
Exercisable, number of options | shares | 1,127,632 |
Weighted average remaining contractual life exercisable | 2 years 2 months 16 days |
Exercisable, average exercise Price | $ 3.89 |
Stock Options, Stock Purchase80
Stock Options, Stock Purchase Plan and Warrants - Summary of Warrant Activity (Detail) - Warrant [Member] - $ / shares | Jan. 09, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding, beginning balance | 650,000 | 650,000 | 1,358,333 | |
Warrants, Granted | 200,000 | 0 | 0 | 0 |
Warrants, Exercised | (200,000) | 0 | (458,333) | |
Warrants, Expired | 0 | 0 | (250,000) | |
Warrants, Cancelled | 0 | 0 | 0 | |
Warrants outstanding, ending balance | 450,000 | 650,000 | 650,000 | |
Warrants exercisable, ending balance | 450,000 | |||
Weighted Average Exercise Price Warrants outstanding, beginning balance | $ 1.48 | $ 1.24 | $ 1.24 | |
Weighted average exercise price, granted | $ 1.43 | 0 | 0 | 0 |
Weighted Average Exercised Price, Exercised | 0 | 0 | 0 | |
Weighted Average Exercised Price, Expired | $ 0 | $ 0 | $ 0 | |
Weighted Average Exercised Price, Cancelled | 0 | 0 | 0 | |
Weighted Average Exercised Price, Warrants outstanding, ending balance | $ 1.48 | $ 1.48 | $ 1.24 | |
Weighted Average Exercised Price, Warrants exercisable, ending balance | $ 1.49 |
Stock Options, Stock Purchase81
Stock Options, Stock Purchase Plan and Warrants - Roll Forward of Non-Vested Stock Warrants Activity (Detail) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Warrants or restricted shares, Nonvested, Beginning balance | shares | 120,000 |
Number of Warrants, Granted | shares | 0 |
Number of Warrants, Vested | shares | (120,000) |
Number of Warrants, Forfeited | shares | 0 |
Number of Warrants or restricted shares, Nonvested, Ending balance | shares | 0 |
Weighted average grant date fair value, Nonvested, Beginning balance | $ / shares | $ 1.43 |
Weighted average grant date fair value, Granted | $ / shares | 0 |
Weighted average grant date fair value, Vested | $ / shares | 1.43 |
Weighted average grant date fair value, Forfeited | $ / shares | 0 |
Weighted average grant date fair value, Nonvested, Ending balance | $ / shares | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |||
Operating leases expiration period | 2020-12 | ||
Square Feet of Office and Laboratory | ft² | 49,000 | ||
Rent expenses | $ 4.2 | $ 1.9 | $ 1.7 |
Purchase commitments expiration year | 2,020 | ||
Capital lease expiration year | 2,020 | ||
Weighted average interest rates | 6.03% | ||
Base salaries expected in 2016 | $ 2.4 |
Commitments and Contingencies83
Commitments and Contingencies - Schedule of Future Minimum Obligations Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 3,129 |
2,018 | 2,195 |
2,019 | 2,003 |
2,020 | 2,058 |
2,021 | 492 |
Thereafter | 226 |
Total minimum lease payments | $ 10,103 |
Commitments and Contingencies84
Commitments and Contingencies - Schedule of Purchase Commitments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 1,294 |
2,018 | 942 |
2,019 | 838 |
2,020 | 378 |
Total purchase commitments | $ 3,452 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 04, 2016 | Apr. 20, 2016 | May 04, 2015 | Jan. 01, 2013 | Mar. 31, 2014 | Apr. 30, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 03, 2010 |
Related Party Transaction [Line Items] | ||||||||||
Options, grant date price | $ 7.14 | $ 4.90 | $ 4.21 | |||||||
Options, weighted average fair market value | $ 2.23 | |||||||||
Common stock warrants issued to the Consultant (Steven Jones) | 450,000 | |||||||||
Executive Vice President [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees for consulting work performed | $ 263,000 | $ 261,500 | $ 257,500 | |||||||
Payment of bonuses | 85,000 | 578,900 | $ 177,500 | |||||||
Options, grant date price | $ 7.15 | $ 4.78 | ||||||||
Options, number granted | 100,000 | 100,000 | ||||||||
Options, weighted average fair market value | $ 2.50 | $ 1.80 | ||||||||
Options, vesting period | 3 years | 3 years | ||||||||
Retainer Compensation | $ 210,000 | $ 180,000 | ||||||||
Annual compensation | $ 250,000 | $ 260,000 | ||||||||
Cash bonus | 30.00% | |||||||||
Target cash bonus | 150.00% | |||||||||
Common stock warrants issued to the Consultant (Steven Jones) | 450,000 | |||||||||
Executive Vice President [Member] | Clarient, Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of bonuses | $ 500,000 | |||||||||
Executive Vice President [Member] | Management Incentive Plan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of bonuses | $ 78,900 | |||||||||
Executive Vice President [Member] | November 4, 2016 Through April 30, 2020 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash bonus | 35.00% | |||||||||
Target cash bonus | 150.00% | |||||||||
Executive Vice President [Member] | November 4, 2016 Through April 30, 2020 [Member] | Until April 30, 2017 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Retainer Compensation | $ 21,666.66 | |||||||||
Executive Vice President [Member] | November 4, 2016 Through April 30, 2020 [Member] | May 1, 2017 Until April 30, 2018 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Retainer Compensation | 15,000 | |||||||||
Executive Vice President [Member] | November 4, 2016 Through April 30, 2020 [Member] | May 1, 2018 Until April 30, 2019 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Retainer Compensation | 12,500 | |||||||||
Executive Vice President [Member] | November 4, 2016 Through April 30, 2020 [Member] | Thereafter [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Retainer Compensation | $ 10,000 | |||||||||
Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Options, number granted | 10,000 | |||||||||
Non-employee [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Options, number granted | 215,000 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | Jan. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of employees contribution | 75.00% | |||
Employee's contribution to retirement plan | 4.00% | |||
Employers contribution | $ 1,660,000 | $ 493,000 | $ 358,000 | |
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of company match | 3.00% | |||
Subsequent Event [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of employees contribution | 100.00% | |||
Employee's contribution to retirement plan | 3.00% | |||
Additional percentage of employees contribution | 50.00% | |||
Additional employee's contribution to retirement plan | 2.00% | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of company match | 4.00% |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) | Jul. 28, 2016USD ($)Director$ / sharesshares | Apr. 20, 2016USD ($)Director$ / sharesshares | Dec. 30, 2015shares | Jun. 16, 2015USD ($)Director$ / sharesshares | Apr. 16, 2015USD ($)Director$ / sharesshares | Oct. 27, 2014USD ($)$ / sharesshares | Apr. 15, 2014USD ($)Director$ / sharesshares | Aug. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Sale of Common stock | 8,050,000 | ||||||||||
Share price | $ / shares | $ 4.60 | ||||||||||
Gross proceeds | $ | $ 37,000,000 | ||||||||||
Net proceeds from public offering | $ | 34,300,000 | $ 34,254,000 | |||||||||
Underwriting fees and offering costs | $ | $ 2,700,000 | ||||||||||
Temporary equity, shares outstanding | 6,600,000 | 14,666,667 | |||||||||
Restricted Common Stock [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 125,000 | 43,332 | 11,440 | 138,500 | |||||||
Fair market value restricted common stock | $ | $ 381,250 | ||||||||||
Restricted common stock price per share | $ / shares | $ 3.05 | $ 8.49 | $ 5.08 | $ 3.07 | |||||||
Stock compensation expense | $ | $ 127,000 | $ 127,000 | $ 91,000 | ||||||||
Restricted Common Stock [Member] | Independent Directors [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of directors | Director | 6 | 6 | 2 | 4 | 4 | ||||||
Stock compensation expense | $ | 36,000 | ||||||||||
Restricted common Stock Issued | 12,000 | ||||||||||
Restricted Common Stock [Member] | Director One [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | 1,560 | 2,080 | 3,000 | ||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | $ 9,079 | $ 10,025 | $ 9,150 | ||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | $ 5.82 | $ 4.82 | $ 3.05 | ||||||
Restricted Common Stock [Member] | Director Two [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | 1,560 | 2,080 | 3,000 | ||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | $ 9,079 | $ 10,025 | $ 9,150 | ||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | $ 5.82 | $ 4.82 | $ 3.05 | ||||||
Restricted Common Stock [Member] | Director Three [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | 2,080 | 3,000 | |||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | $ 10,025 | $ 9,150 | |||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | $ 4.82 | $ 3.05 | |||||||
Restricted Common Stock [Member] | Director Four [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | 2,080 | 3,000 | |||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | $ 10,025 | $ 9,150 | |||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | $ 4.82 | $ 3.05 | |||||||
Restricted Common Stock [Member] | Director Five [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | |||||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | |||||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | |||||||||
Restricted Common Stock [Member] | Director Six [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 5,072 | 2,150 | |||||||||
Fair market value restricted common stock | $ | $ 46,257 | $ 15,050 | |||||||||
Restricted common stock price per share | $ / shares | $ 9.12 | $ 7 | |||||||||
Restricted Common Stock [Member] | Director [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted common stock granted | 1,500 | ||||||||||
Fair market value restricted common stock | $ | $ 7,365 | ||||||||||
Restricted common stock price per share | $ / shares | $ 4.91 | ||||||||||
Stock compensation expense | $ | $ 2,000 | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Temporary equity, number of share redeemed during the period | 8,066,667 | ||||||||||
Temporary equity, shares outstanding | 6,600,000 | ||||||||||
Clarient, Inc. [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Business acquisition, purchase price payment in share | 15,000,000 | ||||||||||
Clarient, Inc. [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Business acquisition, purchase price payment in share | 14,666,667 | ||||||||||
Temporary equity, shares outstanding | 6,600,000 |
Equity Transactions - Roll Forw
Equity Transactions - Roll Forward of RSU Activity (Detail) - Restricted Common Stock [Member] - $ / shares | Apr. 15, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Warrants or restricted shares, Nonvested, Beginning balance | 126,995 | 128,375 | 8,000 | |
Number of restricted shares, Granted | 125,000 | 43,332 | 11,440 | 138,500 |
Number of restricted shares, Vested | (33,083) | (12,820) | (18,125) | |
Number of Warrants or restricted shares, Nonvested, Ending balance | 137,244 | 126,995 | 128,375 | |
Weighted average grant date fair value, Nonvested, Beginning balance | $ 3.10 | $ 3.06 | $ 1.44 | |
Weighted average grant date fair value, Granted | $ 3.05 | 8.49 | 5.08 | 3.07 |
Weighted average grant date fair value, Vested | 8.13 | 4.56 | 2.45 | |
Weighted average grant date fair value, Nonvested, Ending balance | $ 3.59 | $ 3.10 | $ 3.06 |
Asset Impairment - Schedule of
Asset Impairment - Schedule of Reconciliation of Asset Impairment Charges Recognized in Operating Expenses (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Impairment Charges [Line Items] | |
Impairment charges | $ 3,464 |
Path Logic [Member] | Customer Relationships [Member] | |
Asset Impairment Charges [Line Items] | |
Impairment charges | 1,562 |
HDC Assets [Member] | |
Asset Impairment Charges [Line Items] | |
Impairment charges | $ 1,902 |
Asset Impairment - Additional I
Asset Impairment - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Impairment Charges [Line Items] | |
Impairment of assets | $ 3,464 |
HDC Assets [Member] | |
Asset Impairment Charges [Line Items] | |
Impairment of assets | $ 1,902 |
Selected Quarterly Financial 91
Selected Quarterly Financial Data (unaudited) - Summary of Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 60,489 | $ 60,761 | $ 63,129 | $ 59,704 | $ 27,280 | $ 25,126 | $ 24,370 | $ 23,026 | $ 244,083 | $ 99,802 | $ 87,069 |
Gross profit | 27,256 | 27,345 | 28,605 | 27,173 | 12,228 | 11,171 | 10,813 | 9,544 | 110,379 | 43,756 | 40,714 |
Net income (loss) | (6,224) | (67) | 413 | 155 | (1,473) | (125) | (176) | (761) | (5,723) | (2,535) | 1,132 |
Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature | 7,973 | 5,567 | 5,567 | 5,567 | 122 | 24,674 | 122 | ||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (14,197) | $ (5,634) | $ (5,154) | $ (5,412) | $ (1,595) | $ (125) | $ (176) | $ (761) | $ (30,397) | $ (2,657) | $ 1,132 |
Net (loss) per common share: | |||||||||||
Basic | $ (0.18) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.03) | $ 0 | $ 0 | $ (0.01) | $ (0.39) | $ (0.04) | $ 0.02 |
Diluted | $ (0.18) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.03) | $ 0 | $ 0 | $ (0.01) | $ (0.39) | $ (0.04) | $ 0.02 |
Basic weighted average common shares outstanding | 78,490 | 78,145 | 77,448 | 76,068 | 60,859 | 60,537 | 60,425 | 60,277 | 77,542 | 60,526 | 53,483 |
Weighted average shares outstanding – Diluted | 78,490 | 78,145 | 77,448 | 76,068 | 60,859 | 60,537 | 60,425 | 60,277 | 77,542 | 60,526 | 56,016 |