UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
  
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to                   
Commission File Number: 001-35756
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter) 
Nevada
 
74-2897368
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
12701 Commonwealth Drive, Suite 9, Fort Myers,
 
 
Florida
 
33913
(Address of principal executive offices)
 
(Zip Code)
 
(239) 768-0600
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes     No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
Smaller Reporting Company
(Do not check if a smaller reporting company)
 
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐   No  
As of August 1, 2018, the registrant had 81,639,406 shares of Common Stock, par value $0.001 per share outstanding.
 




TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10-Q contains “forward-looking statements” and information within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to NeoGenomics, Inc., a Nevada corporation and its subsidiaries, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO”, “NeoGenomics Laboratories”), NeoGenomics Bioinformatics Inc., a Florida corporation, and Clarient, Inc., a Delaware corporation and its wholly owned subsidiary, Clarient Diagnostic Services, Inc. (together “Clarient”) (collectively referred to as “we”, “us”, “our”, “NeoGenomics”, or the “Company”), which are subject to the “safe harbor” created by those sections.  These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risks set forth under “Risk Factors” and in Part I, Item 1A, “Risk Factors” contained in our Annual Report on Form 10-K as filed with the SEC on March 13, 2018.  
 
Forward looking statements include, but are not limited to, statements about:
 
Our ability to integrate future acquisitions and costs related to such acquisitions;
Our ability to implement our business strategy;
The expected reimbursement levels from governmental payers and private insurers and proposed changes to those levels;
The application, to our business and the services we provide, of existing laws, rules and regulations, including without limitation, Medicare laws, anti-kickback laws, Health Insurance Portability and Accountability Act of 1996 regulations, state medical privacy laws, federal and state false claims laws and corporate practice of medicine laws;
Regulatory developments in the United States including downward pressure on health care reimbursement;
Our ability to maintain our license under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”);
Food and Drug Administration regulation of Laboratory Developed Tests (“LDTs”);
Failure to timely or accurately bill for our services;
Our ability to expand our operations and increase our market share;
Our ability to expand our service offerings by adding new testing capabilities;
Our ability to meet our future capital requirements;
The impact of internalization of testing by customers;
Our ability to maintain service levels and compete with other diagnostic laboratories;
Our ability to hire and retain sufficient managerial, sales, clinical and other personnel to meet our needs;
Our ability to successfully scale our business, including expanding our facilities, our backup systems and infrastructure;
The accuracy of our estimates regarding reimbursement, expenses, future revenues and capital requirements; and
Our ability to manage expenses and risks associated with international operations, including anti-corruption and trade sanction laws and other regulations, and economic, political, legal and other operational risks associated with foreign jurisdictions.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

3



PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEOGENOMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
ASSETS
 
June 30, 2018
 
December 31, 2017 (as adjusted)
Current assets
 
 
 
 
Cash and cash equivalents
 
$
9,435

 
$
12,821

Accounts receivable
 
60,765

 
60,427

Inventories
 
6,898

 
7,474

Other current assets
 
6,161

 
5,153

Total current assets
 
83,259

 
85,875

Property and equipment (net of accumulated depreciation of $45,678 and $40,530, respectively)
 
42,873

 
36,504

Intangible assets, net
 
71,330

 
74,165

Goodwill
 
147,019

 
147,019

Other assets
 
1,302

 
891

Total assets
 
$
345,783

 
$
344,454

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
12,337

 
10,450

Accrued compensation
 
11,184

 
9,482

Accrued expenses and other liabilities
 
9,889

 
6,144

Short-term portion of capital leases and car loans
 
5,847

 
5,239

Short-term portion of loans
 
6,562

 
3,750

Pharma contract liability
 
2,155

 
1,406

Total current liabilities
 
$
47,974

 
$
36,471

Long-term liabilities
 
 
 
 
Long-term portion of capital leases and car loans
 
5,414

 
5,303

Long-term portion of loans, net
 
91,535

 
66,616

Revolving credit facility, net
 
29,176

 
24,516

Long-term pharma contract liability
 
648

 
283

Deferred income tax liability, net
 
6,827

 
6,688

Total long-term liabilities
 
133,600

 
103,406

Total liabilities
 
181,574

 
139,877

Commitments and contingencies - see Note I
 


 


Redeemable convertible preferred stock
 
 
 
 
Series A Redeemable Convertible Preferred Stock, $0.001 par value, (50,000,000 shares authorized; 0 and 6,864,000 shares issued and outstanding)
 

 
32,615

Stockholders' equity
 
 
 
 
Common stock, $0.001 par value, (250,000,000 shares authorized; 81,632,045 and 80,462,574 shares issued and outstanding, respectively)
 
81

 
80

Additional paid-in capital
 
217,451

 
230,030

Accumulated other comprehensive income
 
257

 
274

Accumulated deficit
 
(53,580
)
 
(58,422
)
Total stockholders’ equity
 
164,209

 
171,962

Total liabilities, redeemable convertible preferred stock and stockholders' equity
 
$
345,783

 
$
344,454

 See notes to unaudited consolidated financial statements.

4



NEOGENOMICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017 (as adjusted)
 
2018
 
2017 (as adjusted)
NET REVENUE
 
 
 
 
 
 
 
Clinical Services
$
59,540

 
$
55,547

 
$
116,511

 
$
108,455

Pharma Services
8,206

 
6,717

 
14,658

 
11,238

Total Revenue
67,746

 
62,264

 
131,169

 
119,693

 
 
 
 
 
 
 
 
COST OF REVENUE
37,216

 
34,912

 
73,336

 
69,392

 
 
 
 
 
 
 
 
GROSS PROFIT
30,530

 
27,352

 
57,833

 
50,301

Operating expenses:
 
 
 
 
 
 
 
General and administrative
20,983

 
18,432

 
38,050

 
35,450

Research and development
1,073

 
947

 
2,029

 
1,809

Sales and marketing
7,680

 
6,132

 
14,455

 
11,779

Total operating expenses
29,736

 
25,511

 
54,534

 
49,038

INCOME FROM OPERATIONS
794

 
1,841

 
3,299

 
1,263

Interest expense, net
1,407

 
1,411

 
2,892

 
2,775

Other expense
124

 

 
62

 

Income (loss) before taxes
(737
)
 
430

 
345

 
(1,512
)
Income tax expense (benefit)
(357
)
 
(53
)
 
81

 
(832
)
NET INCOME (LOSS)
(380
)
 
483

 
264

 
(680
)
Deemed dividends on preferred stock
947

 
929

 
1,950

 
1,822

Amortization of preferred stock beneficial conversion feature
1,824

 
1,710

 
3,677

 
3,383

Gain on redemption of preferred stock
(9,075
)
 

 
(9,075
)
 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
5,924

 
$
(2,156
)
 
$
3,712

 
$
(5,885
)
 
 
 
 
 
 
 
 
INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
 
 
 
 
 
 
Basic
$
0.07

 
$
(0.03
)
 
$
0.05

 
$
(0.07
)
Diluted
$
0.07

 
$
(0.03
)
 
$
0.04

 
$
(0.07
)
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 
 
 
 
 
 
 
Basic
81,017

 
79,413

 
80,789

 
79,075

Diluted
90,168

 
79,413

 
89,305

 
79,075

 See notes to unaudited consolidated financial statements.


5


NEOGENOMICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2018
 
2017
(as adjusted)
 
2018
 
2017
(as adjusted)
NET INCOME(LOSS)
 
$
(380
)
 
$
483

 
$
264

 
$
(680
)
 
 
 
 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME, NET OF TAX:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
6

 

 
(22
)
 

Gain (loss) on effective cash flow hedge
 
(266
)
 

 
5

 

Total other comprehensive (loss), net of tax
 
(260
)
 

 
(17
)
 

COMPREHENSIVE INCOME (LOSS)
 
$
(640
)
 
$
483

 
$
247

 
$
(680
)

See notes to unaudited consolidated financial statements.




6



NEOGENOMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
 
For the Six Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES
 
2018
 
2017
(as adjusted)
Net income (loss)
 
$
264

 
$
(680
)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
 
 
 
 
Depreciation
 
7,444

 
7,906

Amortization of intangibles
 
2,834

 
3,450

Amortization of debt issue costs
 
242

 
219

Loss on disposal of assets
 
106

 

Non-cash stock based compensation
 
3,957

 
3,052

Changes in assets and liabilities, net:
 
 
 
 
(Increase) in accounts receivable, net of write-offs
 
(338
)
 
(6,255
)
Decrease in inventories
 
576

 
796

(Increase) in prepaid expenses
 
(2,198
)
 
(720
)
(Increase) in other current assets
 
(977
)
 
(129
)
Increase (decrease) in accounts payable, accrued and other liabilities
 
9,042

 
(2,797
)
Net cash provided by operating activities
 
20,952

 
4,842

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
Purchases of property and equipment
 
(8,943
)
 
(7,864
)
Net cash used in investing activities
 
(8,943
)
 
(7,864
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
Advances from revolving credit facility, net
 
10,000

 
4,997

Redemption of preferred stock
 
(50,096
)
 

Repayment of capital lease obligations, loans
 
(3,014
)
 
(2,754
)
Repayment of term loan and revolving credit facility
 
(7,275
)
 
(1,878
)
Issuance of common stock
 
5,588

 
1,176

Proceeds from term loan
 
30,000

 

Payments of debt issue costs
 
(576
)
 
(112
)
Net cash (used in) provided by financing activities
 
(15,373
)
 
1,429

Effects of foreign exchange rate changes on cash and cash equivalents
 
(22
)
 

Net change in cash and cash equivalents
 
(3,386
)
 
(1,593
)
Cash and cash equivalents, beginning of period
 
12,821

 
12,525

Cash and cash equivalents, end of period
 
$
9,435

 
$
10,932

 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
Interest paid
 
$
2,703

 
$
2,573

Income taxes paid
 
$
49

 
$
102

Supplemental disclosure of non-cash investing and financing information:
 
 
 
 
Equipment acquired under capital lease/loan obligations
 
$
3,733

 
$
2,557

 See notes to unaudited consolidated financial statements.



7

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited



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 (“NeoGenomics Laboratories”), Clarient Inc. and its wholly-owned subsidiary Clarient Diagnostic Services, Inc. (“Clarient”), NeoGenomics Bioinformatics, Inc., NeoGenomics Europe, SA, and NeoGenomics Singapore, Pte. Ltd. (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 as well as providing clinical trial services to pharmaceutical firms.
The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These accompanying consolidated financial statements include the accounts of the Parent and its subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements.
Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 13, 2018.  The year-end consolidated balance sheet data was derived from the audited consolidated financial statements as of December 31, 2017, but does not include all the disclosures required by accounting principles.
The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.
 
The Company reports its activities in two operating segments; the Clinical Services Segment and the Pharma Services Segment. These reportable segments deliver testing services to hospitals, pathologists, oncologists, clinicians, pharmaceutical firms and researchers and represent 100% of the Company’s consolidated assets, net revenues and net income (loss) for each period ended June 30, 2018 and December 31, 2017.  For further financial information about these segments see Note K.

Reclassifications

The Company adopted ASC 606 on a full retrospective basis, which required the Company to restate its results for certain previously reported periods as if ASC 606 had been effective for those periods. For further details regarding the impact of this new accounting standard see Note B.
Note B – Recently Adopted and Issued Accounting Guidance
 
Adopted

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation. This standard expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted. The Company early adopted this ASU on April 1, 2018. The adoption of this standard substantially aligned the accounting for share based payments to employees and nonemployees. Under the new standard, the Company recorded a cumulative adjustment of $1.1 million to increase retained earnings and decrease APIC.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging.  This standard refines hedge accounting to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amended guidance also expands items eligible for hedge accounting and simplifies the hedge effectiveness testing. ASU 2017-12 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods.  Early adoption is permitted.  The

8

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


Company early adopted this standard on April 1, 2018 and applied this guidance to the cash flow hedge entered into in June 2018. See Note F. The adoption of ASU 2017-12 did not have a material effect on its consolidated financial statements.

 
In May 2014, the FASB issued ASU 2014-09, which amends FASB Accounting Standards Codification by creating Topic 606, Revenues from Contracts with Customers.  This standard update calls for a number of revisions in the revenue recognition rules. The Company adopted this ASU on January 1, 2018 using a full retrospective method of adoption.  Under this method, the Company has restated its results for each prior reporting period presented as if ASC 606 had been effective for those periods.
The adoption of this standard required us to implement new revenue policies, procedures and internal controls related to revenue recognition.  In addition, the adoption resulted in enhanced financial statement disclosures surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. For further details, see Note C. 
The new standard impacts each of our two reportable segments differently due to the transactional nature of the Clinical Services Division versus the generally long-term nature of our Pharma Services Division contracts.  The specific effect on our reportable segments is explained below:
Clinical Services Revenue
Under the new standard, substantially all of our bad debt expense, which has historically been presented as part of general and administrative expense, is considered an implicit price concession and is reported as a reduction in revenue.  As a result of ASC 606, we reported a material cumulative reduction in clinical revenue from previously reported periods and a similar reduction in general and administrative expenses.
Pharma Services Revenue
The adoption of ASC 606 also resulted in changes to the timing of revenue recognition related to Pharma Services contracts as certain individual deliverables such as study setup fees, for which revenue was previously recognized in the period when the deliverables were completed and invoiced, will be recognized over the remaining performance period under the new standard. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Under ASC 606, the Company is required to make estimates of the total transaction price per contract, including estimates of variable consideration and the number of performance obligations, and recognize the estimated amount as revenue as it transfers control of the product or performance obligations to its customers.  The estimation of total transaction price, number of performance obligations, variable consideration and the application of the related constraint, was not required under previous GAAP and requires the use of significant management judgment and estimates. The Company elected certain practical expedients as allowed under the standard including the following: contracts that began and ended within the same annual reporting period were not restated; contracts with variable consideration were estimated using the transaction price at the date the contract was completed; contract modifications that occurred prior to earliest reporting period have not been retrospectively restated but have rather been reflected as an aggregate adjustment in the earliest reporting period. The cumulative effect of this standard did not result in a material change to our Pharma Services revenue.
 ASC 606 Adoption Impact to Previously Reported Results
We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606.
Select condensed consolidated balance sheet line items, which reflect the adoption of ASC 606, are as follows (in thousands):

9

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


 
December 31, 2017
 
As Reported
 
Impact of Adoption
 
As Adjusted
Other current assets
$
4,241

 
$
912

 
$
5,153

Other assets
689

 
202

 
891

Total Assets
$
343,340

 
$
1,114

 
$
344,454

 
 
 
 
 
 
Pharma contract liability
$

 
$
1,406

 
$
1,406

Long-term pharma contract liability

 
283

 
283

Deferred income tax liability, net
6,307

 
381

 
6,688

Stockholders' Equity
172,918

 
(956
)
 
171,962

Total Liabilities and Stockholders' Equity
$
343,340

 
$
1,114

 
$
344,454


Select unaudited condensed consolidated statement of operations line items, which reflect the adoption of ASC 606, are as follows (in thousands):
 
For the Three Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2017
 
As Reported
 
Impact of Adoption
 
As Adjusted
 
As Reported
 
Impact of Adoption
 
As Adjusted
Net Revenue
 
 
 
 
 
 
 
 
 
 
 
Clinical Services
$
59,791

 
$
(4,244
)
 
$
55,547

 
$
116,482

 
$
(8,027
)
 
$
108,455

Pharma Services
6,299

 
418

 
6,717

 
11,285

 
(47
)
 
11,238

Total Revenue
$
66,090

 
$
(3,826
)
 
$
62,264

 
$
127,767

 
$
(8,074
)
 
$
119,693

Gross Profit
$
31,178

 
$
(3,826
)
 
$
27,352

 
$
58,374

 
$
(8,073
)
 
$
50,301

 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses (1)
$
29,864

 
$
(4,353
)
 
$
25,511

 
$
57,175

 
$
(8,137
)
 
$
49,038

Income from Operations
1,314

 
527

 
1,841

 
1,199

 
64

 
1,263

Interest expense
1,411

 

 
1,411

 
2,775

 

 
2,775

Income tax (benefit) expense
(54
)
 
1

 
(53
)
 
(879
)
 
47

 
(832
)
Net Income (Loss)
$
(43
)
 
$
526

 
$
483

 
$
(697
)
 
$
17

 
(680
)

In May 2017 the FASB issued ASU 2017-09, Compensation – Stock Compensation.  This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017.  The Company adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements.
 
In January 2017 the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other:  Simplifying the Test for Goodwill Impairment.  This standard eliminates Step 2 of the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This update is effective for annual and interim periods beginning after December 15, 2019.  The Company early adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.  This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017.  The Company adopted this standard on January 1, 2018. The adoption of this standard did not have an impact on the consolidated financial statements.
Issued
 

10

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


In February 2016, the FASB issued ASU 2016-02, Leases.  The update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including for operating leases, on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The adoption of this ASU will result in an increase on the balance sheet for lease liabilities and right to use assets.  The Company is currently evaluating the quantitative impact that adopting ASU 2016-02 will have on its consolidated financial statements and assessing any changes to its processes and controls.
 
Note C – Revenue Recognition and Contractual Adjustments
The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. Our Clinical Services segment provides various clinical testing services to community-based pathology practices, hospital pathology labs and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government, and patients. Our Pharma Services segment supports pharmaceutical firms in their drug development programs by providing testing services for clinical trials and research.
Clinical Services Revenue
The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. Collection of consideration the Company expects to receive typically occurs within 30 to 60 days of billing for commercial insurance, Medicare and other governmental and self-pay payers and within 60 to 90 days of billing for client payers.
Pharma Services Revenue
The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other Contract Research Organizations ("CROs") to provide research and clinical trial services ranging in duration from one month to several years. The Company records revenue on a unit-of-service basis based on number of units completed and the total expected contract value. The total expected contract value is estimated based on historical experience of total contracted units compared to realized units as well as known factors on a specific contract-by-contract basis. Certain contracts include upfront fees, final settlement amounts or billing milestones that may not align with the completion of performance obligations. The value of these upfront fees or final settlement amounts is usually recognized over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. The Company also enters into other contracts, such as validation studies, for which the sole deliverable is a final report that is sent to sponsors at the completion of contracted activities. For these contracts, revenue is recognized at a point in time upon delivery of the final report to the sponsor. Any contracts that contain multiple performance obligations and include both units-of-service and point in time deliverables are accounted for as separate performance obligations and revenue is recognized as previously disclosed. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. While the contract terms generally provide for payments based on a unit-of-service arrangement, the billing schedules, payment terms and related cash payments may not align with the performance of services and, as such, may not correspond to revenue recognized in any given period.
Amounts collected in advance of services being provided are deferred as contract liabilities on the balance sheet. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue that has been recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding account receivable is recorded. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Amounts capitalized for contracts with an initial contract term of twelve months or less are classified as current assets and all others are classified as non-current assets.
Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts.  All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract.
 

11

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


The following table summarizes the values of contract assets, capitalized commissions and contract liabilities as of June 30, 2018 and December 31, 2017 (in thousands):
 
June 30, 2018
 
December 31, 2017
Current pharma contract asset
$
400

 
$
541

Long-term pharma contract asset
29

 
31

Total pharma contract asset
$
429

 
$
572

 
 
 
 
Current pharma capitalized commissions
$
264

 
$
371

Long-term pharma capitalized commissions
574

 
171

Total pharma capitalized commissions
$
838

 
$
542

 
 
 
 
Current pharma contract liability
$
2,155

 
$
1,406

Long-term pharma contract liability
648

 
283

Total pharma contract liability
$
2,803

 
$
1,689


There were no significant changes in the contract assets for the period ended June 30, 2018 as compared to the balances at December 31, 2017. Pharma contract liabilities increased $1.1 million, or 66%, from December 31, 2017 while capitalized commissions also increased by $0.3 million or 55%. These increases are due to higher upfront fees driven by increases in the volume of Pharma contracts in process. Revenue recognized for the three and six months ended June 30, 2018 related to pharma contract liability balances outstanding at the beginning of the period was $0.3 million and $1.3 million, respectively. Amortization of capitalized commissions for the three and six months ended June 30, 2018 were $0.3 million and $0.4 million, respectively.
The amount of existing performance obligations under long-term contracts, as defined by ASC 606, which were unsatisfied as of June 30, 2018, was $63.7 million. We expect to recognize approximately 40-45% of these remaining performance obligations as revenue in the next 12 months and the balance thereafter. The Company applied the practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The unsatisfied existing performance obligations under long-term contracts as defined by ASC 606 differs from backlog in that it does not include wholly unperformed contracts where the promised consideration is variable and/or the application of other practical expedients.
Disaggregation of Revenue
The Company considered various factors for both its Clinical Services and Pharma Services segments in determining appropriate levels of homogenous data for its disaggregation of revenue, including the nature, amount, timing and uncertainty of revenue and cash flows. For Clinical Services, the categories identified align with our type of customer due to similarities of billing method, level of reimbursement and timing of cash receipts at this level. Pharma Services revenue was not further disaggregated as substantially all of our revenue relates to contracts with large pharmaceutical and biotech customers as well as other CROs for which the nature, timing and uncertainty of revenue and cash flows is similar and primarily driven by individual contract terms.
The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Clinical Services:
 
 
 
 
 
 
 
 
    Client direct billing
 
$
40,847

 
$
36,796

 
$
79,561

 
$
70,427

    Commercial Insurance
 
8,981

 
10,124

 
18,922

 
21,560

    Medicare and Medicaid
 
9,024

 
8,403

 
17,201

 
16,221

    Self-Pay
 
688

 
224

 
827

 
247

Total Clinical Services
 
$
59,540

 
$
55,547

 
$
116,511

 
$
108,455

Pharma Services:
 
8,206

 
6,717

 
14,658

 
11,238

Total Revenue
 
$
67,746

 
$
62,264

 
$
131,169

 
$
119,693


12

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


Note D – Goodwill and Intangible Assets
Goodwill as of June 30, 2018 and December 31, 2017 was $147.0 million.  There were no changes in the carrying amount of goodwill during these periods.
 
Intangible assets as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands): 
 
 
 
 
June 30, 2018
 
 
Amortization
Period
 
Cost
 
Accumulated
Amortization
 
Net
Customer Relationships
 
156 - 180 months
 
$
85,068

 
$
13,753

 
$
71,315

Non-Compete Agreement
 
36 months
 
26

 
11

 
15

Total
 
 
 
$
85,094

 
$
13,764

 
$
71,330

 
 
 
 
 
December 31, 2017
 
 
Amortization
Period
 
Cost
 
Accumulated
Amortization
 
Net
Customer Relationships
 
156 - 180 months
 
$
85,068

 
$
10,925

 
$
74,143

Non-Compete Agreement
 
36 months
 
26

 
4

 
22

Trade Name
 
24 months
 
3,000

 
3,000

 

Total
 
 
 
$
88,094

 
$
13,929

 
$
74,165

 
We recorded approximately $1.4 and $1.7 million in straight-line amortization expense of intangible assets for the three month periods ended June 30, 2018 and 2017, respectively. We recorded approximately $2.8 and $3.5 million in straight-line amortization expense of intangible assets for the six month periods ended June 30, 2018 and 2017, respectively.  The Company records amortization expense as a general and administrative expense.  
The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of June 30, 2018 is as follows (in thousands):
 
Remainder of 2018
$
2,842

2019
5,680

2020
5,671

2021
5,671

2022
5,671

Thereafter
45,795

Total
$
71,330

 
Note E – Debt
 
The following table summarizes the long term debt at June 30, 2018 and December 31, 2017 (in thousands):
 
 
June 30, 2018
 
December 31, 2017
Term Loan Facility
 
$
99,375

 
$
71,250

Revolving Credit Facility
 
30,000

 
25,400

Capital leases and car loans
 
11,261

 
10,542

Total Debt
 
$
140,636

 
$
107,192

Less:  Debt issuance costs
 
(2,102
)
 
(1,768
)
Less:  Current portion of long-term debt
 
(12,409
)
 
(8,989
)
Total Long-Term Debt, net
 
$
126,125

 
$
96,435

 

13

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


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. 
 
Term Loan
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 million term loan facility (the “Term Loan Facility”).  On June 21, 2018, the Company entered into an amendment to the Credit Agreement (the “Amendment”) which provided for an additional term loan in the amount of $30 million, for which revised terms are included below.
On June 30, 2018 and December 31, 2017, the Company had current outstanding borrowings under the Term Loan, as amended, of approximately $6.6 million and $3.8 million and long-term outstanding borrowings of approximately $91.5 million and $66.6 million, net of unamortized debt issuance costs of $1.3 million and $0.9 million, respectively.  The debt issuance costs were recorded as a reduction in the carrying amount of the related liability and are being amortized over the life of the loan.
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 4.00% for LIBOR loans and 1.25% to 3.00% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the Credit Agreement and revised in the Amendment). Interest on borrowings 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 interest rate swap agreements to hedge against changes in the variable rate for a portion of both the Term Loan Facility and the Amendment.  See Note F-Derivative Instruments and Hedging Activities for more information on these instruments.
 
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 June 30, 2018.
 
The Term Loan Facility and Amendment have a maturity date of December 22, 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, 2018, 75% of consolidated excess cash flow (as defined) if NeoGenomics Laboratories’ consolidated leverage ratio is greater than or equal to 3.25:1.0 or 50% of consolidated excess cash flow (as defined) if NeoGenomics Laboratories’ consolidated leverage ratio is less than or equal to 3.25:1.0 but greater than or equal to 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by 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.
 
Revolving Credit Facility
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 million revolving credit facility (the “Revolving Facility”).  On June 30, 2018, and December 31, 2017, the Company had outstanding borrowings of approximately $29.2 million and $24.5 million, net of unamortized debt issuance costs of $0.8 million and $0.9 million, respectively.
 
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 22, 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

14

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


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 4.00% for Adjusted LIBOR loans and 1.25% to 3.00% 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, as amended 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, 2018, 75% of consolidated excess cash flow (as defined) if NeoGenomics Laboratories’ consolidated leverage ratio is greater than or equal to 3.25:1.0 or 50% of consolidated excess cash flow (as defined) if NeoGenomics Laboratories’ consolidated leverage ratio is less than or equal to 3.25:1.0 but greater than or equal to 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by 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.
Capital Leases
The Company has entered into capital leases to purchase laboratory equipment, office equipment and leasehold improvements.  These leases expire at various dates through 2021 and the weighted average interest rate under such leases was approximately 4.86% at June 30, 2018. 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 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 June 30, 2018 are summarized as follows (in thousands):
 
 
Term Loan and Revolving Credit Facility
 
Capital Lease Obligations and Car loans
 
Total Long-Term Debt
Remainder of 2018
 
$
2,625

 
$
3,288

 
$
5,913

2019
 
7,873

 
5,345

 
13,218

2020
 
7,873

 
2,859

 
10,732

2021
 
111,004

 
369

 
111,373

 
 
129,375

 
11,861

 
141,236

Less: Interest on capital leases
 

 
(600
)
 
(600
)
 
 
129,375

 
11,261

 
140,636

Less:  Current portion of long-term debt
 
(6,562
)
 
(5,847
)
 
(12,409
)
Less:  Debt issuance costs
 
(2,102
)
 

 
(2,102
)
Long-term debt, net
 
$
120,711

 
$
5,414

 
$
126,125

 
Note F – Derivative Instruments and Hedging Activities

In December of 2016 and June of 2018, the Company entered into interest rate swap agreements to reduce our exposure to interest rate fluctuations on our variable rate debt obligations.  These derivative financial instruments are accounted for at fair value as cash flow hedges, 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 ASC Topic 815.
 

15

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


Under these agreements, we receive a variable rate of interest based on LIBOR and we pay a fixed rate of interest. The following table summarizes the interest rate swap agreements as of June 30, 2018 and December 31, 2017.
 
 
December 2016 Hedge
 
June 2018 Hedge
Notional Amount
 
$50 million

 
$20 million (1)

Effective Date
 
December 30, 2016

 
June 29, 2018

Index
 
One month LIBOR

 
One month LIBOR

Maturity
 
December 31, 2019

 
December 31, 2021

Rate
 
1.59
%
 
2.98
%

(1) The notional amount increases to $70 million upon maturity of December 2016 hedge on December 31, 2019.

The fair value of the interest rate swaps will be included in other long term assets or liabilities, when applicable.  As of June 30, 2018 and December 31, 2017, the fair value of the derivative financial instruments were $0.4 million and $0.4 million which was included in the balance sheet as other assets and reflected in AOCI. The instrument will be evaluated on a monthly basis and resulting increases or decreases will be recorded as a component of AOCI and will be reclassified to interest expense in the period during which the hedged transaction affects earnings. Cash flows from the interest rate swap are included in operating activities on the consolidated statement of cash flows. The Company performed an effectiveness assessment and determined that the interest rate swaps are highly effective and, thus, there is no impact to the Company's consolidated statements of operations. As of June 30, 2018, the Company estimates that it will reclassify gains or losses on derivative instruments of $0.2 million from AOCI to earnings during the next twelve months as the anticipated cash flows occur.

Note G – Class A Redeemable Convertible Preferred Stock
 
On December 30, 2015, the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock") as part of the consideration for the acquisition of Clarient.  The Series A Preferred Stock has a face value of $7.50 per share for a total liquidation value of $110 million.  During the first year, the Series A Preferred Stock had a liquidation value of $100 million if the shares were redeemed prior to December 29, 2016.  On December 22, 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock for $55.0 million in cash.  The redemption amount per share equaled $6.82 ($7.50 minus the liquidation discount of 9.09%).  In December 2017, the Company issued 264,000 additional shares of Preferred Stock as a Paid-in-Kind (“PIK”) dividend, resulting in a balance of 6,864,000 shares of Series A Preferred Stock outstanding at March 31, 2018.  

On June 25, 2018, the Company redeemed the remaining outstanding Preferred Stock for an aggregate redemption amount of $50.1 million, prior to consideration of any transaction related expenses. The shares were redeemed at $7.30 per share, representing the applicable 4.55% redemption discount on the original liquidation preference plus an additional $0.14 per share in respect of accrued and unpaid dividends for 2018. Following the redemption, no shares of Preferred Stock remain outstanding. 

The gain or loss was calculated as the carrying value of the shares of Preferred Stock before the redemption of $37.8 million plus the amount of the beneficial conversion feature originally recorded with the redeemed shares of $21.3 million, as compared to the total consideration being paid, in this case the $50.1 million.

Issue Discount
 
The Company recorded the Series A Preferred Stock at a fair value of approximately $73.2 million, or $4.99 per share, on the date of issuance.  The difference between the fair value of $73.2 million and the liquidation value of $110 million represents a discount of $36.8 million from the initial face value representing the impact the rights and features of the instrument had on the value to the Company.  After the partial redemption, the Series A Preferred stock had a fair value of approximately $32.9 million, or $4.99 per share.  The difference between the fair value of $32.9 million and the liquidation value of $49.5 million represented a discount of approximately $16.6 million.  
 

16

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


Beneficial Conversion Features
 
The fair value of the common stock into which the Series A Preferred Stock was convertible exceeded the allocated purchase price fair value of the Series A Preferred Stock at the date of issuance and after the partial redemption in December of 2016 by approximately $44.7 and $20.1 million, respectively, resulting in a beneficial conversion feature.  The Company recognized the beneficial conversion feature as non-cash, deemed dividends to the holder of Series A Preferred Stock over the first three years the Series A Preferred Stock was outstanding, as the date the stock first becomes convertible is three years from the issue date.  In addition to the beneficial conversion feature (“BCF”) recorded at the original issue date, we recorded additional BCF discounts for payment-in-kind shares accrued for the quarter ended March 31, 2018 as dividends.  
 
 Automatic Conversion
 
Absent an early redemption, each share of Series A Preferred Stock issued and outstanding as of the tenth anniversary of the original issue date would have automatically converted into fully paid and non-assessable shares of common stock.
 
Classification
 
Prior to redemption, the Company classified the Preferred Stock as temporary equity on the consolidated balance sheets due to certain change in control events that are outside the Company’s control, including deemed liquidation events described in the Series A Certificate of Designation.
 
Note H – Equity
A summary of the stock option activity under the Company’s plans for the six months ended June 30, 2018 is as follows:
 
 
 
Number of
shares
 
Weighted average price
Options outstanding at December 31, 2017
 
6,342,526

 
$
6.51

Options granted
 
2,168,602

 
$
8.34

Less:
 
 
 
 
Options exercised
 
1,030,576

 
$
5.53

Options canceled or expired
 
25,498

 
$
8.72

Options outstanding at June 30, 2018
 
7,455,054

 
$
7.18

Exercisable at June 30, 2018
 
2,958,222

 
$
6.14

Of the 7,455,054 outstanding options at June 30, 2018, 840,001 were stock options issued to non-employees of the Company of which 416,663 options were vested and 423,338 options were unvested as of June 30, 2018.
The fair value of each stock option award granted during the six months ended June 30, 2018 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions:
 
Six Months Ended
June 30, 2018
Expected term (in years)
2.0 - 4.0
Risk-free interest rate (%)
2.4%
Expected volatility (%)
35.6% - 45.5%
Dividend yield (%)
Weighted average fair value/share at grant date
$2.61
 
As of June 30, 2018, there was approximately $4.5 million of unrecognized share based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 0.8 years.  


17

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


A summary of the restricted stock activity under the Company’s plans for the six months ended June 30, 2018 is as follows:
 
 
 
Number of
shares
 
Weighted average price
Nonvested at December 31, 2017
 
327,211

 
$
7.27

Granted
 
41,382

 
$
11.60

Vested
 
(119,180
)
 
7.27

Nonvested at June 30, 2018
 
249,413

 
$
7.99


Stock based compensation expense recognized for stock options and restricted stock and included in the consolidated statements of operations was allocated as follows (in thousands): 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Research and development expense
 
$
251

 
$
285

 
$
269

 
$
327

General and administrative expense
 
2,082

 
1,637

 
3,688

 
2,725

Total stock based compensation expense
 
$
2,333

 
$
1,922

 
$
3,957

 
$
3,052

 
Stock based compensation recorded in research and development relates to unvested options granted to a non-employee.  
 
Employee Stock Purchase Plan

We offer an employee stock purchase plan (“ESPP”) through which eligible employees may purchase shares of our common stock at a discount.  On May 25, 2017, the Company amended the ESPP, increasing the discount from 5% to 15% of the fair market value of the Company’s common stock.  As a result of this change, we began recording stock based compensation expense related to the ESPP during the quarter ended September 31, 2017.  
 
During the three months ended June 30, 2018 and 2017, employees purchased 29,266 and 26,569 shares, respectively under the ESPP.  The expense recorded for these periods was approximately $0.1 million and $0, respectively.  During the six months ended June 30, 2018 and 2017, employees purchased 66,188 and 50,932 shares, respectively under the ESPP.  The expense recorded for these periods was approximately $0.1 million and $0, respectively.  

Note I – Commitments
During the three and six months ended June 30, 2018, the Company entered into leases of approximately $0.3 million and $3.7 million. These leases were primarily to fund the construction of our laboratory in Houston, Texas which was completed in May 2018.  These leases have 36 month terms, a $1.00 buyout option at the end of the term and interest rates ranging from 4.6% to 5.8%.  The Company accounted for these leases as capital leases.

Note J – Related Party Transaction
 
During the three months ended June 30, 2018 and 2017, Steven C. Jones, a director, officer and shareholder of the Company, earned approximately $41,000 and $52,000, respectively, for consulting work performed in connection with his duties as Executive Vice President and for reimbursement of related expenses. During the same periods, Mr. Jones also earned $12,500 and $12,500, respectively, as compensation for his services on the Board. During the six months ended June 30, 2018 and 2017, Mr. Jones earned approximately $87,000 and $118,000, respectively for consulting work performed in connection with his duties as Executive Vice President and for reimbursement of related expenses. During the same periods, Mr. Jones also earned $25,000 and $12,500, respectively as compensation for his services on the Board.

On June 1, 2018, the Company granted stock options and restricted stock to each of its Board members as part of its annual Board compensation process. Mr. Jones was granted 3,017 stock options and 6,897 shares of restricted stock for his services on the Board. The options were granted at a price of $11.60 per option and each option had a fair market value of $3.74. The options vest on June 1, 2019. The restricted stock has a fair value of $11.60 per share and vests on June 1, 2019.

18

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


Note K – Segment Information
The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. Our Clinical Services segment provides various clinical testing services to community-based pathology practices, hospital pathology labs and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government, and patients. Our Pharma Services segment supports pharmaceutical firms in their drug development programs by supporting various clinical trials and research.

In the fourth quarter of 2017, changes were made in the information provided to our Chief Operating Decision Maker (“CODM”); greater detail was provided regarding the performance of our Pharma business and our Clinical business as there was an increased focus on this financial data due to the growth of our Pharma business.  Our CODM also changed the way he was using this financial information to make strategic decisions regarding allocation of resources and evaluating performance of the Company.  This resulted in a change in our operating segments to align with how the CODM views our business which resulted in two operating segments; a Pharma Services segment and a Clinical Services segment.  

We have presented the financial information reviewed by the CODM including revenues, cost of revenue and gross margin for each of our operating segments. The segment information presented in these financial statements has been conformed to present segments on this revised basis for all prior periods.  Assets are not presented at the segment level as that information is not used by the CODM.  

The following table summarizes segment information for the six month periods ended June 30, 2018 and 2017, respectively (in thousands).   
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
(as adjusted)
 
2018
 
2017
(as adjusted)
Net revenues:
 
 
 
 
 
 
 
 
Clinical Services
 
$
59,540

 
$
55,547

 
$
116,511

 
$
108,455

Pharma Services
 
8,206

 
6,717

 
14,658

 
11,238

Total Revenue
 
$
67,746

 
$
62,264

 
$
131,169

 
$
119,693

 
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Clinical Services
 
$
32,035

 
$
30,997

 
$
63,076

 
$
61,704

Pharma Services
 
5,181

 
3,915

 
10,260

 
7,688

Total Cost of Revenue
 
$
37,216

 
$
34,912

 
$
73,336

 
$
69,392

 
 
 
 
 
 
 
 
 
Gross Profit:
 
 
 
 
 
 
 
 
Clinical Services
 
$
27,505

 
$
24,550

 
$
53,435

 
$
46,751

Pharma Services
 
3,025

 
2,802

 
4,398

 
3,550

Total Gross Profit
 
$
30,530

 
$
27,352

 
$
57,833

 
$
50,301

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
General and administrative
 
$
20,983

 
$
18,432

 
$
38,050

 
$
35,450

Research and development
 
1,073

 
947

 
2,029

 
1,809

Sales and marketing
 
7,680

 
6,132

 
14,455

 
11,779

Total operating expenses
 
29,736

 
25,511

 
54,534

 
49,038

Income from Operations
 
794

 
1,841

 
3,299

 
1,263

Interest expense, net
 
1,407

 
1,411

 
2,892

 
2,775

Other expense
 
124

 

 
62

 

Income (loss) before taxes
 
(737
)
 
430

 
345

 
(1,512
)
Income tax (benefit) expense
 
(357
)
 
(53
)
 
81

 
(832
)
Net Income (Loss)
 
$
(380
)
 
$
483

 
$
264

 
$
(680
)
END OF FINANCIAL STATEMENTS

19

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




NeoGenomics, Inc., a Nevada corporation (referred to collectively with its subsidiaries as “NeoGenomics”, “we”, “us”, “our” or the “Company” in this Form 10-K) is the registrant for SEC reporting purposes. Our common stock is listed on the NASDAQ Capital Market under the symbol “NEO”.
Introduction
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included herein. The information contained below includes statements of the Company’s or management’s beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion on forward-looking statements, see the information set forth in the introductory note to this quarterly report on Form 10-Q under the caption “Forward-Looking Statements”, which information is incorporated herein by reference.
Overview
We operate a network of cancer-focused genetic testing laboratories in the United States as well as a laboratory in Switzerland.  Our mission is to improve patient care through exceptional genetic and molecular testing services. Our vision is to become the World’s leading cancer testing and information company by delivering uncompromising quality, exceptional service and innovative solutions.
As of June 30, 2018, the Company had laboratory locations in Ft. Myers and Tampa, Florida; Atlanta, Georgia; Aliso Viejo and Fresno, California; Houston, Texas; Nashville, Tennessee; and Rolle, Switzerland. The Company currently offers the following types of genetic and molecular testing services:
a)
Cytogenetics - the study of normal and abnormal chromosomes and their relationship to disease. It involves looking at the chromosome structure to identify changes from patterns seen in normal chromosomes. Cytogenetic studies are often utilized to answer diagnostic, prognostic and predictive questions in the treatment of hematological malignancies.
b)
Fluorescence In-Situ Hybridization (“FISH”) - a branch of cancer genetics that focuses on detecting and locating the presence or absence of specific DNA sequences and genes on chromosomes. FISH helps bridge abnormality detection between the chromosomal and DNA sequence levels. The technique uses fluorescent probes that bind to only those parts of the chromosome with which they show a high degree of sequence similarity. Fluorescence microscopy is used to visualize the fluorescent probes bound to the chromosomes. FISH can be used to help identify a number of gene alternations, such as amplification, deletions, and translocations.
c)
Flow cytometry - a rapid way to measure the characteristics of cell populations. Cells from peripheral blood, bone marrow aspirate, lymph nodes, and other areas are labeled with selective fluorescent antibodies and analyzed as they flow in a fluid stream through a beam of light. The properties measured in these antibodies include the relative size, relative granularity or internal complexity, and relative fluorescence intensity. These fluorescent antibodies bind to specific cell surface antigens and are used to identify malignant cell populations. Flow cytometry is typically performed in diagnosing a wide variety of leukemia and lymphoma neoplasms. Flow cytometry is also used to monitor patients through therapy to determine whether the disease burden is increasing or decreasing, otherwise known as minimal residual disease monitoring.
d)
Immunohistochemistry (“IHC”) and Digital Imaging – Refers to the process of localizing proteins in cells of a tissue section and relies on the principle of antibodies binding specifically to antigens in biological tissues. IHC is widely used in the diagnosis of abnormal cells such as those found in cancerous tumors. Specific surface cytoplasmic or nuclear markers are characteristic of cellular events such as proliferation or cell death (apoptosis). IHC is also widely used to understand the distribution and localization of differentially expressed proteins.  Digital imaging allows clients to see and utilize scanned slides and perform quantitative analysis for certain stains.  Scanned slides are received online in real time and can be previewed often a full day before the glass slides can be shipped back to clients.
e)
Molecular testing - a rapidly growing cancer testing methodology that focuses on the analysis of DNA and RNA, as well as the structure and function of genes at the molecular level. Molecular testing employs multiple technologies including DNA fragment length analysis, real-time polymerase chain reaction (“RT-PCR”) RNA analysis, bi-directional Sanger sequencing analysis, and Next-Generation Sequencing (“NGS”).

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



f)
Pathology consultation - services provided to clients whereby our pathologists review surgical samples on a consultative basis. NeoGenomics pathologists are some of the foremost experts on pathology in the country, and are used as experts on difficult and challenging cases.
Clinical Services Segment
The clinical cancer testing services we offer to community-based pathologists are designed to be a natural extension of, and complementary to, the services that they perform within their own practices. We believe our relationship as a non-competitive partner to community-based pathology practices, hospital pathology labs and academic centers empowers them to expand their breadth of testing and provide a menu of services that matches or exceeds the level of service found in any center of excellence around the world. Community-based pathology practices and hospital pathology labs may order certain testing services on a technical component only (“TC” or “tech-only”) basis, which allows them to participate in the diagnostic process by performing the professional component (“PC”) interpretation services without having to hire laboratory technologists or purchase the sophisticated equipment needed to perform the technical component of the tests. We also support our pathology clients with interpretation and consultative services using our own specialized team of pathologists for difficult or complex cases and provide overflow interpretation services when requested by clients.
In addition, we may directly serve oncology, dermatology, urology and other clinician practices that prefer to have a direct relationship with a laboratory for cancer-related genetic and molecular testing services. We typically service these types of clients with a comprehensive service offering where we perform both the technical and professional components of the tests ordered. In certain instances larger clinician practices have begun to internalize pathology interpretation services, and our “tech-only” service offering allows these larger clinician practices to also participate in the diagnostic process by performing the PC interpretation services on TC testing performed by NeoGenomics. In these instances NeoGenomics will typically provide all of the more complex, Molecular testing services.
Pharma Services Segment
Our Pharma Services segment supports pharmaceutical firms in their drug development programs by supporting various clinical trials and research. This portion of our business often involves working with the pharmaceutical firms (sponsors) on study design as well as performing the required testing. Our medical team often advises the sponsor and works closely with them as specimens are received from the enrolled sites. We also work on developing tests that will be used as part of a companion diagnostic to determine patients’ response to a particular drug. As studies unfold, our clinical trials team reports the data and often provide key analysis and insights back to the sponsors.
Our Pharma Services segment provides comprehensive testing services in support of our pharmaceutical clients’ oncology programs from discovery to commercialization. In biomarker discovery, our aim is to help our customers discover the right content. We help our customers develop a biomarker hypothesis by recommending an optimal platform for molecular screening and backing our discovery tools with the informatics to capture meaningful data. In other pre and non-clinical work, we can use our platforms to characterize markers of interest. Moving from discovery to development, we help our customers refine their biomarker strategy and, if applicable, develop a companion diagnostic pathway using the optimal technology for large-scale clinical trial testing.
Whether serving as the single contract research organization or partnering with one, our Pharma Services team provides significant technical expertise, working closely with our customers to support each stage of clinical trial development. Each trial we support comes with rapid turnaround time, dedicated project management and quality assurance oversight. We have experience in supporting submissions to the Federal Food and Drug Administration (“FDA”) for companion diagnostics. Our Pharma Services strategy is focused on helping bring more effective oncology treatments to market through providing world class laboratory services in oncology to key pharmaceutical companies in the industry.
Our Pharma Services revenue consists of three revenue streams:
Clinical trials and research;
Validation laboratory services; and
Data Services
2018 Focus Area: Commit to Lead
Over the past several years, NeoGenomics has experienced rapid growth including organic growth from offering new tests to existing customers, growth from gaining market share from our competitors, and growth from acquisitions.  We expect to continue to grow our business in 2018 and are focused on several initiatives to continue to build our Company to be the World’s leading cancer testing and information company.

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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



World Class Culture
To strengthen our world-class culture by improving teamwork and emphasizing effective communication. We will focus on career development and mobility through mentoring and training opportunities to enhance and capitalize on the talent within our Company.
Uncompromising Quality
To provide uncompromising quality through company-wide leadership, training and employee engagement. Our laboratory teams will focus on quality by improving corrective and preventative metrics in the laboratory.
Exceptional Service and Growth
To pursue exceptional service and growth through developing cross functional teams to analyze key market segments and engaging customers within these segments to determine ways to further drive growth and pursue excellent service. We will continue to pursue market share gains in both our Clinical and Pharma Services businesses.
These critical success factors have been communicated throughout our Company. We have structured departmental goals around these factors and have created employee incentive plans in which every employee will have a meaningful incentive for our success.
As we focus on profitable growth, we will aggressively pursue large purchasing group contracts. In 2017, we were successful in gaining market share by entering into contracts with managed care organizations and large hospital groups, this will continue to be part of our strategy going forward. In addition, our molecular testing menu remains a strong selling point as it enables us to offer clients a “one stop shop” where they can send all of their oncology testing rather than using multiple labs.
Innovation and changes in science and technology will lead to new therapeutic and diagnostic tests. Our Company will strive to lead in innovation with continued expansion of our test menu for oncology and expansion of liquid biopsy tests. We will continue to work with pharmaceutical clients on their clinical trials and will work to be on the leading edge of developments in the field of oncology.
We believe lower cost and increased value of testing is extremely important to the healthcare industry and creates a competitive advantage for our company. We will invest in information technology, automation and best practices to continually drive down the cost of testing. We will continue to expand our test menu and remain at the forefront of the ongoing revolution in cancer related genetic and molecular testing to achieve our vision of becoming the world’s leading cancer testing and information company.
We are significantly expanding our capacity, specifically in the Pharma Services area of our business. The opening of our laboratory in Rolle, Switzerland as well as the expansion of our Houston laboratory will allow us to better serve our existing Pharma Services clients and obtain new business in the U.S. and across Europe. We also opened a small laboratory in Atlanta, Georgia, which will focus primarily on flow cytometry cases. Our strong growth momentum as well as our added capacity will create opportunities for improved quality and revenue growth.
Competitive Strengths
Turnaround Times
We strive to provide industry leading turnaround times for test results to our clients nationwide.  By providing information to our clients in a rapid manner, physicians can begin treating their patients as soon as possible.  We believe our average 4-5 day turnaround time for our cytogenetics testing services, our average 3-4 day turnaround time for FISH testing services, our average 5-7 day turnaround time for molecular testing and our average 1 day turnaround time for flow cytometry and pathology testing services are industry-leading benchmarks for national laboratories.  Our consistent timeliness of results is a competitive strength and a driver of additional testing requests by our referring physicians.  Rapid turnaround times allow for the performance of other adjunctive tests within an acceptable diagnosis window in order to augment or confirm results and more fully inform treatment options.  We believe that our fast turnaround times are a key differentiator versus other national laboratories, and our clients often cite them as a key factor in their relationship with us.
World-class Medical and Scientific Team
Our team of medical professionals and Ph.Ds. are specialists in the field of genetics, oncology and pathology.  As of June 30, 2018, we employed, or are contracted with, over 50 full-time M.D.s and Ph.Ds.  


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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Extensive Tech-Only Service Offerings
We currently have the most extensive menu of tech-only FISH services in the country as well as extensive and advanced tech-only flow cytometry and IHC testing services.  These types of testing services allow the professional interpretation component of a test to be performed and billed separately by our physician clients.  Our FISH, flow cytometry and other tech-only service offerings allow properly trained and credentialed community-based pathologists to extend their own practices by performing professional interpretations services, which allows them to better service the needs of their local clientele without the need to invest in the lab equipment and personnel required to perform the technical component of genetic and molecular testing.
Our tech-only services are designed to give pathologists the option to choose, on a case by case basis, whether they want to order just the technical information and images relating to a specific test so they can perform the professional interpretation, or order “global” services and receive a comprehensive test report which includes a NeoGenomics Pathologist’s interpretation of the test results.  Our clients appreciate the flexibility to access NeoGenomics’ medical staff for difficult or complex cases or when they are otherwise unavailable to perform professional interpretations.  We believe this innovative approach to serving the needs of pathology clients’ results in longer term, more committed client relationships that are, in effect, strategic partnerships. Our extensive tech-only service offerings have differentiated us and allowed us to compete more effectively against larger, more entrenched competitors in our niche of the industry.
Global Service Offerings
We offer a comprehensive suite of technical and interpretation services, to meet the needs of those clients who are not credentialed and trained in interpreting genetic tests and who require pathology specialists to interpret the testing results for them. In our global service offerings, our lab performs the technical component of the tests and our M.D.s and Ph.Ds. provide the service of interpreting the results of those tests. Our professional staff is also available for post-test consultative services. Clients using our global service offering rely on the expertise of our medical team to give them the answers they need in a timely manner to help inform their diagnoses and treatment decisions. Many of our tech-only clients also rely on our medical team for difficult or challenging cases by ordering our global testing services on a case-by-case basis or our medical team can serve as a backup to support our clients who need help to satisfy the continued and demanding requirements of their practice. Our reporting capabilities allow for all relevant case data from our global services to be captured in one summary report. When providing global services, NeoGenomics bills for both the technical and professional component of the test, which results in a higher reimbursement level.
Client Education Programs
We believe we have one of the most extensive client education programs in the genetic and molecular testing industry. We train pathologists how to use and interpret genetic testing services so that they can better interpret technical data and render their diagnosis.
Our educational programs include an extensive library of on-demand training modules, online courses, webinars and custom tailored on-site training programs that are designed to prepare clients to utilize our tech-only services. We offer training and information on new cancer tests and the latest developments in the field of molecular genetic testing. Each year, we also regularly sponsor seminars and webinars on emerging topics of interest in our field. Our medical staff is involved in many aspects of our training programs.
Superior Testing Technologies and Instrumentation
We use some of the most advanced testing technologies and instrumentation in the laboratory industry. The use of next generation sequencing in our molecular testing allows us to detect multiple mutations and our proprietary techniques allow us to achieve high sensitivity in our next generation sequencing testing.  In addition, we use high sensitivity Sanger sequencing, RNA and DNA quantification, SNP/Cytogenetic arrays, Fragment Length analysis, and other molecular testing technologies.  Our automated FISH and Cytogenetics tools allow us to deliver the highest quality testing to our clients. NeoGenomics is continually testing new laboratory equipment in order to remain at the forefront of new developments in the testing field.

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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Laboratory Information System
We believe we have a state-of-the-art LIS that interconnects our locations and provides flexible reporting solutions to clients.  This system allows us to standardize testing and deliver uniform test results and images throughout our network, regardless of the location that any specific portion of a test is performed within our network.  This allows us to move specimens and image analysis work between locations to better balance our workload.  Our LIS also allows us to offer highly specialized and customizable reporting solutions to our tech-only clients.  For instance, our tech-only FISH and flow cytometry applications allow our community-based pathologist clients to tailor individual reports to their specifications and incorporate only the images they select and then issue and sign-out such reports using our system.  Our customized reporting solution also allows our clients to incorporate test results performed on ancillary tests not performed at NeoGenomics into summary report templates.  This FlexREPORT feature has been well-received by clients.
National Direct Sales Force
Our direct sales force has been trained extensively in cancer genetic testing and consultative selling skills to service the needs of clients.  Our sales team for the clinical cancer testing services is organized into five regions (Northeast, Southeast, North Central, South Central and West), and we have a separate sales team for our Pharma Services division.  These sales representatives utilize our custom Customer Relationship Management System (“CRM”) to manage their territories, and we have integrated all of the important customer care functionality within our LIS into the CRM so that our sales representatives can stay informed of emerging issues and opportunities within their regions.  Our in-house customer care team is aligned with our field sales team to serve the needs of our clients by utilizing the same LIS and CRM.  Our field teams can see in real-time when a client calls the laboratory, the reason for the call, the resolution, and if face-to-face interaction is needed for follow-up.
Geographic Locations
Many high complexity laboratories within the cancer testing industry have operated a core facility on either the West Coast or the East Coast of the United States to service the needs of their customers around the country. We believe our clients and prospects desire to do business with a laboratory with national breadth and a local presence, and have developed our laboratory facility strategy accordingly. We have eight facilities, including three large laboratory locations in Fort Myers, Florida, Aliso Viejo, California, and Houston Texas. We also have five smaller laboratory locations in Fresno, California, Nashville, Tennessee, Tampa, Florida, Atlanta, Georgia and Rolle, Switzerland. We have recently completed construction of our new expanded laboratory in Houston, Texas and have plans to open laboratories in Shanghai, China and Singapore.
We intend to continue our growth and open new laboratories and/or expand our current facilities as market situations dictate and business opportunities arise.
Scientific Pipeline
In the past few years our field has experienced a rapid increase in tests that are tied to specific genomic pathways. These predictive tests are typically individualized for a small sub-set of patients with a specific subtype of cancer. The therapeutic target in the genomic pathway is typically a small molecule found at the level of the cell surface, within the cytoplasm and/or within the nucleus. These genomic pathways, known as the “Hallmarks of Cancer”, contain a target-rich environment for small-molecule anti-therapies. These anti-therapies target specific mutations in the major cancer pathways such as the Proliferation Pathway, the Apoptotic Pathway, the Angiogenic Pathway, the Metastasis Pathway, and the Signaling Pathways and Anti-Signaling Pathways. 
Seasonality
The majority of our testing volume is dependent on patients being treated by hematology/oncology professionals and other healthcare providers. The volume of our testing services generally declines modestly during the summer vacation season, year-end holiday periods and other major holidays, particularly when those holidays fall during the middle of the week. In addition, the volume of our testing tends to decline due to extreme adverse weather conditions, such as excessively hot or cold spells, heavy snow, hurricanes or tornadoes in certain regions, consequently reducing revenues and cash flows in any affected period. Therefore, comparison of the results of successive periods may not accurately reflect trends for future periods.
 
Please see the section captioned Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017; as filed with the SEC on March 13, 2018 for a detailed description of our business.

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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations for the Three and Six Months Ended June 30, 2018 as Compared to the Three and Six Months Ended June 30, 2017
The following table presents the consolidated statements of operations as a percentage of revenue:
 
 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
 
 
2018
 
2017
(as adjusted)
 
2018
 
2017
(as adjusted)
Net revenue
 
100.0
 %
 
100.0
 %
 
100.0
%
 
100.0
 %
Cost of revenue
 
54.9
 %
 
56.1
 %
 
55.9
%
 
58.0
 %
Gross Profit
 
45.1
 %
 
43.9
 %
 
44.1
%
 
42.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
General and administrative
 
31.0
 %
 
29.6
 %
 
29.0
%
 
29.6
 %
Research and development
 
1.6
 %
 
1.5
 %
 
1.5
%
 
1.5
 %
Sales and marketing
 
11.3
 %
 
9.8
 %
 
11.0
%
 
9.8
 %
Total operating expenses
 
43.9
 %
 
41.0
 %
 
41.6
%
 
41.0
 %
Income from operations
 
1.2
 %
 
3.0
 %
 
2.5
%
 
1.1
 %
Interest expense, net
 
2.1
 %
 
2.3
 %
 
2.2
%
 
2.3
 %
Other expense
 
0.2
 %
 
 %
 
%
 
 %
Income (loss) before income taxes
 
(1.1
)%
 
0.7
 %
 
0.3
%
 
(1.3
)%
Income tax expense (benefit)
 
(0.5
)%
 
(0.1
)%
 
0.1
%
 
(0.7
)%
Net income (loss)
 
(0.6
)%
 
0.8
 %
 
0.2
%
 
(0.6
)%
 
The following table presents consolidated net revenue for the test type indicated. Clinical Services revenue excludes tests performed by Path Logic, which was sold on August 1, 2017 ($ in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017 (as adjusted)
 
$ Change
 
% Change
 
2018
 
2017 (as adjusted)
 
$ Change
 
% Change
Clinical Services
 
$
59,540

 
$
53,978

 
$
5,562

 
10.3
%
 
$
116,511

 
$
105,387

 
$
11,124

 
10.6
%
Pharma Services
 
8,206

 
6,717

 
1,489

 
22.2
%
 
14,658

 
11,238

 
3,420

 
30.4
%
Total Revenue
 
$
67,746

 
$
60,695

 
$
7,051

 
11.6
%
 
$
131,169

 
$
116,625

 
$
14,544

 
12.5
%
 
Revenue
Clinical Services revenue for the three and six month periods ending June 30, 2018, increased $5.6 million and $11.1 million, respectively, compared to the same periods in 2017.  Testing volumes also increased in our clinical genetic testing business by approximately 14.4% and 14.7%, respectively, for the three and six month periods ending June 30, 2017 compared to the same periods in 2017. The increases in revenue and volume were due to strong, balanced growth across modalities. For both the three and six month periods ending June 30, 2018 compared to the same periods in 2017, there was an increase of over 20% in molecular testing as well as double digit growth in flow cytometry, FISH and IHC. We continue to negotiate managed care and group purchasing contracts to increase our in-network coverage, which should improve reimbursement rates and facilitate the addition of new accounts.
 
Pharma Services revenue for the three and six month periods ending June 30, 2018 increased $1.5 million and $3.4 million, respectively, as compared to the same periods in 2017.  In addition, our backlog of signed contracts has continued to grow from $73.1 million as of March 31, 2018 to $91.0 million as of June 30, 2018.  The recently completed expansion of our Pharma facility in Houston, Texas provides additional capacity to manage this backlog.

We also expect to achieve accelerating revenue growth in our Pharma Services segment due to our international presence. In addition to our recently opened laboratory in Rolle, Switzerland, during the second quarter of 2018 we announced a global strategic partnership with Pharmaceutical Product Development, LLC ("PPD"), which we expect to result in the opening of laboratories internationally, including in Singapore and China.

25

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



 The following table shows Clinical Services revenue, cost of revenue, requisitions received and tests performed for the three and six months ended June 30, 2018 and 2017.  This data excludes tests performed for Pharma customers and tests performed by Path Logic, which was sold on August 1, 2017.  
Testing revenue and cost of revenue are presented in thousands below:
 
 
Three-Months Ended June 30,
 
Six-Months Ended June 30,
 
 
2018
 
2017 (as adjusted)
 
% Change
 
2018
 
2017 (as adjusted)
 
% Change
Requisitions received (cases)
 
109,986

 
99,247

 
10.8
 %
 
215,215

 
193,775

 
11.1
 %
Number of tests performed
 
187,189

 
163,620

 
14.4
 %
 
365,983

 
319,187

 
14.7
 %
Avg. number of tests/requisition
 
1.70

 
1.65

 
3.1
 %
 
1.70

 
1.65

 
3.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Total clinical services testing revenue
 
$
59,540

 
$
53,978

 
10.3
 %
 
$
116,511

 
$
105,387

 
10.6
 %
Average revenue/requisition
 
$
541

 
$
544

 
(0.5
)%
 
$
541

 
$
544

 
(0.5
)%
Average revenue/test
 
$
318

 
$
330

 
(3.6
)%
 
$
318

 
$
330

 
(3.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
 
$
32,034

 
$
29,322

 
9.2
 %
 
$
63,076

 
$
58,256

 
8.3
 %
Average cost/requisition
 
$
291

 
$
295

 
(1.4
)%
 
$
293

 
$
301

 
(2.5
)%
Average cost/test
 
$
171

 
$
179

 
(4.5
)%
 
$
172

 
$
183

 
(5.6
)%
 
We continue to realize growth in our clinical testing revenue which we believe is the direct result of our efforts to innovate by developing and maintaining one of the most comprehensive cancer testing menus in the industry.  Our broad test menu enables our sales teams to identify opportunities for increasing revenues from existing clients and allows us to gain market share from competitors as well as attract new clients looking for a one-stop shop.
 
Average revenue per test decreased 3.6% for the three and six month periods ended June 30, 2018 as compared to the corresponding periods in 2017, primarily due to changes in Medicare reimbursement and regulation.
 
Cost of Revenue and Gross Profit
The decreases to our average revenue per test were offset by our higher volumes and reductions in cost per test.  Average cost per test decreased 4.5% and 5.6% for the three and six month periods ended June 30, 2018, respectively, as compared to the corresponding periods in 2017, primarily due to increased automation in our laboratories as well as the benefit of increased economies of scale.  In addition, our laboratory teams have been extremely focused on reducing their cost per test across all departments.
Cost of revenue includes payroll and payroll related costs for performing tests, maintenance and 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.

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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The consolidated cost of revenue and gross profit metrics are as follows ($ in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
(as adjusted)
 
% Change
 
2018
 
2017
(as adjusted)
 
% Change
Cost of revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Clinical Services
 
$
32,035

 
$
30,997

 
3.3
%
 
$
63,076

 
$
61,704

 
2.2
%
Pharma Services
 
5,181

 
3,915

 
32.3
%
 
10,260

 
7,688

 
33.5
%
Total Cost of Revenue
 
$
37,216

 
$
34,912

 
6.6
%
 
$
73,336

 
$
69,392

 
5.7
%
Cost of revenue as a % of revenue
 
54.9
%
 
56.1
%
 
 
 
55.9
%
 
58.0
%
 
 
Gross Profit:
 
 
 
 
 
 
 
 
 
 
 
 
Clinical Services
 
$
27,505

 
$
24,550

 
12.0
%
 
$
53,435

 
$
46,751

 
14.3
%
Pharma Services
 
3,025

 
2,802

 
8.0
%
 
4,398

 
3,550

 
23.9
%
Total Gross Profit
 
$
30,530

 
$
27,352

 
11.6
%
 
$
57,833

 
$
50,301

 
15.0
%
Gross Profit Margin
 
45.1
%
 
43.9
%
 
 
 
44.1
%
 
42.0
%
 
 
Consolidated cost of revenue in dollars increased for the three and six months ended June 30, 2018 when compared to the same periods in 2017 while cost of revenue as a percentage of revenue decreased year-over-year.  These increases in cost of revenue are largely due to the increase in our testing volumes.
Gross profit margin increased for the three and six months ended June 30, 2018, as compared to the same periods in 2017, despite a reduction in our revenue per test. This improvement was driven by the divestiture of Path Logic and a decrease in cost per test as a result of increased automation in our laboratories as well the benefit of increased economies of scale. 
General and Administrative Expenses
General and administrative expenses consist of employee-related costs (salaries, fringe benefits, and stock based compensation expense) for our billing, finance, human resources, information technology and other administrative personnel. We also allocate professional services, facilities expense, IT infrastructure costs, depreciation, amortization and other administrative-related costs to general and administrative expenses.
Consolidated general and administrative expenses for the periods presented are as follows:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in thousands)
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
General and administrative
 
$
20,983

 
$
18,432

 
$
2,551

 
13.8
%
 
$
38,050

 
$
35,450

 
$
2,600

 
7.3
%
As a % of revenue
 
31.0
%
 
29.6
%
 
 
 
 
 
29.0
%
 
29.6
%
 
 
 
 
 
General and administrative expenses increased $2.6 million for both the three and six month periods ended June 30, 2018 as compared to the same periods in 2017, reflecting approximately $1.8 million of moving expenses associated with the relocation of our expanded Houston, Texas laboratory. Additionally, the increases reflect higher payroll and payroll related expenses due to increases in headcount and higher depreciation expense resulting from our investments in capital expenditures. Stock based compensation expenses increased approximately $1.0 million for the six months ended June 30, 2018 as compared to 2017. This increase is due to additional grants of stock options as well as an increase in NeoGenomics stock price.
We expect our general and administrative expenses to increase as we add personnel and equity-related compensation expenses, increase our billing and collections activities, incur additional expenses associated with the expansion of our facilities and as we continue to expand our physical infrastructure to support our anticipated growth.  
Research and Development Expenses
Research and development expenses relate to cost of developing new proprietary and non-proprietary genetic tests, including payroll and payroll related costs, maintenance and depreciation of laboratory equipment, laboratory supplies (reagents), and outside consultants and experts assisting our research and development team.    

27

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Consolidated research and development expenses for the periods presented are as follows:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in thousands)
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
Research and development
 
$
1,073

 
$
947

 
$
126

 
13.3
%
 
$
2,029

 
$
1,809

 
$
220

 
12.2
%
As a % of revenue
 
1.6
%
 
1.5
%
 
 
 
 
 
1.5
%
 
1.5
%
 
 
 
 
 
Research and development expense increased $0.1 million and $0.2 million for the three and six months ended June 30, 2018, respectively, as compared to the same periods in 2017.
 
We anticipate research and development expenditures will increase over time as we continue to invest in innovation projects and bringing new tests to market.
Sales and Marketing Expenses
Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants and marketing and customer service personnel.
Consolidated sales and marketing expenses for the periods presented are as follows:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
($ in thousands)
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
 
2018
 
2017
(as adjusted)
 
$ Change
 
% Change
Sales and marketing
 
$
7,680

 
$
6,132

 
$
1,548

 
25.2
%
 
$
14,455

 
$
11,779

 
$
2,676

 
22.7
%
As a % of revenue
 
11.3
%
 
9.8
%
 
 
 
 
 
11.0
%
 
9.8
%
 
 
 
 
 
Sales and marketing expenses increased $1.5 million and $2.7 million for the three and six months ended June 30, 2018, respectively, as compared to the same periods in 2017.  This increase is primarily attributable to higher commissions due to our increase in revenues as well as the expansion of our sales team and continued investment in marketing. We expect higher commissions expense in the coming quarters as the sales representatives’ focus on generating new business with a focus on oncology office sales. We expect our sales and marketing expenses over the long term to increase as our test volumes increase.
Interest Expense, net
Net interest expense is comprised of interest incurred on our term debt, revolving credit facility and our capital lease obligations offset by the interest income we earn on cash deposits. Net interest expense for the three months ending June 30, 2018 was flat compared to the same period in 2017. Net interest expense increased approximately 4.2%, or $0.1 million, for the six month period ending June 30, 2018 compared to the same period in 2017 due to changes in interest rates. We expect our interest expense to increase due to advances on our revolving credit facility and the additional borrowing from our term loan in the second quarter of 2018.

28

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Earnings Per Share
The following table provides consolidated net income (loss) available to common stockholders for each period along with the computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2018 and 2017: 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share amounts)
 
2018
 
2017
(as adjusted)
 
2018
 
2017
(as adjusted)
Net income (loss) available to common shareholders
 
$
5,924

 
$
(2,156
)
 
$
3,712

 
$
(5,885
)
Basic weighted average shares outstanding
 
81,017

 
79,413

 
80,789

 
79,075

Effect of potentially dilutive securities
 
2,665

 

 
1,842

 

Diluted weighted average shares outstanding (1)
 
90,168

 
79,413

 
89,305