UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014.

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

incorporation or organization)

 

(I.R.S. Employer

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  x    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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 2, 2014, the registrant had 49,683,528 shares of Common Stock, par value $0.001 per share outstanding.

 

 

 


TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION

  

Item 1. Financial Statements (unaudited)

     4   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     14   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     27   

Item 4. Controls and Procedures

     27   

PART II OTHER INFORMATION

  

Item 1. Legal Proceedings

     28   

Item 1A. Risk Factors

     28   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     28   

Item 3. Defaults Upon Senior Securities

     28   

Item 4. Mine Safety Disclosures

     28   

Item 5. Other Information

     28   

Item 6. Exhibits

     29   

SIGNATURES

  

 

2


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 (the “Parent” or the “Parent Company”), and its subsidiary, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO”, “NeoGenomics Laboratories” or the “Subsidiary”) (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 in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 24, 2014.

Forward-looking statements include, but are not limited to, statements about:

 

  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 (“HIPAA”) regulations, state medical privacy laws, federal and state false claims laws and corporate practice of medicine laws;

 

  Regulatory developments in the United States including increasing downward pressure on health care reimbursement;

 

  Our ability to maintain our license under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”);

 

  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 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; and

 

  The accuracy of our estimates regarding reimbursement, expenses, future revenues and capital requirements.

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 data)

(unaudited)

 

     March 31, 2014     December 31, 2013  

ASSETS

    

CURRENT ASSETS

    

Cash and cash equivalents

   $ 5,385      $ 4,834   

Accounts receivable (net of allowance for doubtful accounts of $4,569 and $4,540 respectively)

     19,262        18,653   

Inventories

     2,003        2,301   

Deferred income tax asset, net

     588        588   

Other current assets

     909        1,115   
  

 

 

   

 

 

 

Total current assets

     28,147        27,491   

PROPERTY AND EQUIPMENT (net of accumulated depreciation of $15,629 and $14,478 respectively)

     11,472        9,694   

INTANGIBLE ASSETS (net of accumulated amortization of $461 and $405, respectively)

     2,521        2,577   

OTHER ASSETS

     179        154   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 42,319      $ 39,916   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES

    

Accounts payable

   $ 4,701      $ 4,177   

Accrued compensation

     2,210        2,337   

Other accrued expenses and liabilities

     461        741   

Short-term portion of equipment capital leases

     2,991        2,786   

Revolving credit line

     4,864        4,282   
  

 

 

   

 

 

 

Total current liabilities

     15,227        14,323   

LONG TERM LIABILITIES

    

Long-term portion of equipment capital leases

     4,009        3,294   

Deferred income tax liability, net

     588        588   
  

 

 

   

 

 

 

Total long term liabilities

     4,597        3,882   

TOTAL LIABILITIES

     19,824        18,205   
  

 

 

   

 

 

 

Commitments

    

STOCKHOLDERS’ EQUITY

    

Common stock, $.001 par value, (100,000,000 shares authorized; 49,673,909 and 49,118,373 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively)

     50        49   

Additional paid-in capital

     42,880        42,200   

Accumulated deficit

     (20,435     (20,538
  

 

 

   

 

 

 

Total stockholders’ equity

     22,495        21,711   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 42,319      $ 39,916   
  

 

 

   

 

 

 

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 March 31,  
     2014     2013  

NET REVENUE

   $ 18,182      $ 15,657   

COST OF REVENUE

     9,473        8,411   
  

 

 

   

 

 

 

GROSS MARGIN

     8,709        7,246   
  

 

 

   

 

 

 

OPERATING EXPENSES

    

General and administrative

     5,054        4,175   

Research and development

     628        835   

Sales and marketing

     2,633        1,931   
  

 

 

   

 

 

 

Total operating expenses

     8,315        6,941   
  

 

 

   

 

 

 

INCOME FROM OPERATIONS

     394        305   

INTEREST INCOME (EXPENSE)—NET

     (265     (285
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     129        20   

INCOME TAXES

     27        17   
  

 

 

   

 

 

 

NET INCOME

   $ 102      $ 3   
  

 

 

   

 

 

 

NET INCOME PER SHARE

    

- Basic

   $ 0.00      $ 0.00   

- Diluted

   $ 0.00      $ 0.00   

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

    

- Basic

     49,277        46,264   

- Diluted

     53,469        50,923   

See notes to unaudited consolidated financial statements.

 

5


NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     For the Three Months Ended
March 31,
 
     2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 102      $ 3   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Provision for bad debts

     884        741   

Amortization of intangibles

     56        56   

Depreciation of property and equipment

     1,151        990   

Amortization of debt issue costs

     12        12   

Stock-based compensation – options

     89        254   

Stock-based compensation – warrants and restricted stock

     (5     189   

Changes in assets and liabilities, net:

    

(Increase) decrease in accounts receivable, net of write-offs

     (1,492     (2,335

(Increase) decrease in inventories

     298        214   

(Increase) decrease in other current assets

     167        (35

Increase (decrease) in accounts payable and other liabilities

     (237     (1,419
  

 

 

   

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

     1,025        (1,330
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (883     (239
  

 

 

   

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

     (883     (239
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Advances (repayments) on credit facility, net

     583        (4,268

Repayments of capital leases and loans

     (772     (570

Issuance of common stock and warrants for cash, net of transaction costs

     598        9,167   
  

 

 

   

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

     409        4,329   
  

 

 

   

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

     551        2,760   

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     4,834        1,868   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 5,385      $ 4,628   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    

Interest paid

   $ 254      $ 274   
  

 

 

   

 

 

 

Income taxes paid

   $ 159      $ 17   
  

 

 

   

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

    

Equipment leased under capital leases

   $ 1,693      $ 381   
  

 

 

   

 

 

 

See notes to unaudited consolidated financial statements.

 

6


NEOGENOMICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2014

NOTE A — NATURE OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

Nature of Business

NeoGenomics, Inc., a Nevada corporation (the “Parent” or the “Parent Company”), and its subsidiary, NeoGenomics Laboratories, Inc., a Florida corporation (“NeoGenomics Laboratories” or the “Subsidiary”) (collectively referred to as “we”, “us”, “our”, “NeoGenomics”, or the “Company”), operates as a certified “high complexity” clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended (“CLIA”), and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories throughout the United States.

Basis of Presentation

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 financial statements include the accounts of the Parent and the Subsidiary. All intercompany transactions and balances have been eliminated in the accompanying 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 interim financial statements. Accordingly, the unaudited consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 24, 2014.

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.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to, those related to revenues, accounts receivable and related allowances, useful lives and recovery of long-term assets, income taxes, and the fair value of stock-based compensation. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate.

Research and Development

Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of cash and equity compensation and benefits for R&D personnel, amortization of intangibles, supplies, inventory and payment for samples to complete validation studies. These expenses were incurred to develop new genetic tests.

 

7


Intangible Assets

Intangible assets with finite useful lives are recorded at cost, less accumulated amortization. We have three classes of intangible assets and each class of intangible assets is amortized over its estimated service period from service date through the weighted average patent expiration date of each class of patents or the period of economic benefit using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. The Company’s intangible assets are related to our license agreement with Health Discovery Corporation.

Concentrations of Credit Risk

Concentrations of credit risk with respect to revenue and accounts receivable are primarily limited to certain clients to whom the Company provides a significant volume of its services, and to specific payers of our services such as Medicare and individual insurance companies. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. For the three months ended March 31, 2014, all of the affiliated client office locations from Florida Cancer Specialists (“FCS”) combined, represented approximately 14.8% of our revenue compared to 14.3% of revenue for the three months ended March 31, 2013. On April 22, 2014 FCS and NeoGenomics have entered into a second amendment to the Strategic Laboratory Services Agreement between the two parties, as described more fully in Note J to the consolidated financial statements. We anticipate that FCS will continue to internalize tests we currently perform for them, and our concentration as a percentage of revenue will decline. All other clients were less than 5% of total revenue individually. For the three months ended March 31, 2014, revenue derived from the state of Florida represented approximately 30.0% of revenue compared to 30.9% of revenue for the three months ended March 31, 2013.

Net Income Per Common Share

Basic net income per share is computed using the treasury stock method by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants.

Income Taxes

We compute income taxes in accordance with ASC Topic 740 Income Taxes. Under ASC-740, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and the timing of recognition of bad debts and various other expenses that have been accrued for financial statement purposes but are not currently deductible for income tax purposes.

Each reporting period we evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. As of March 31, 2014 we do not believe we had any significant uncertain tax positions nor did we have any provision for interest or penalties related to such positions.

 

8


NOTE C — REVOLVING CREDIT AND SECURITY AGREEMENT

On March 26, 2012, the Parent Company, NeoGenomics Laboratories (“Borrower”), and CapitalSource Finance LLC (“Capital Source”) entered into a First Amendment (the “Amendment”) to the Amended and Restated Revolving Credit and Security Agreement, dated April 26, 2010 (the “Amended and Restated Credit Agreement” or the “Credit Facility”). The Amended and Restated Credit Agreement amended and restated the original Revolving Credit and Security Agreement dated February 1, 2008, as amended, among the Parent Company, Borrower and CapitalSource (the “Original Credit Agreement”). The terms of the Amendment and the Amended and Restated Credit Agreement are substantially similar except that the Amendment, among other things:

 

I.) Increased the maximum principal amount of the revolving credit facility (the “Facility Cap”) to $8.0 million from $5.0 million; provided, that the Borrower may request to increase the Facility Cap twice during the term of the Amended and Restated Credit Agreement in increments of $1.0 million to a maximum of $10,000,000;

 

II.) Extended the term of the Amended and Restated Credit Agreement to March 26, 2015;

 

III.) Revised the definition of “Minimum Termination Fee” to be:

 

  a. 2.5% of the Facility Cap if the “Revolver Termination” (as defined in the Agreement) is at any time before March 26, 2013;

 

  b. 1.5% of the Facility Cap if the Revolver Termination is after March 26, 2013 but before March 26, 2014;

 

  c. 0.5% of the Facility Cap if the Revolver Termination is on or after March 26, 2014; and

 

  d. That there shall be no Minimum Termination Fee if the Revolver Termination occurs within five (5) days of the end of the term.

 

IV.) Modified the definition of “Permitted Indebtedness” and “Fixed Charge Coverage Ratio”; and

 

V.) Amended Section 3.1 of the Amended and Restated Credit Agreement by deleting “the LIBOR shall be not less than 2.0%” and replacing it with “the LIBOR shall be not less than 1.0%”.

We paid Capital Source a commitment fee of $80,000 in connection with the Amendment.

On January 25, 2013 the Borrower and CapitalSource entered into the Second Amendment to the Amended and Restated Revolving Credit and Security Agreement, dated April 26, 2010. The Second Amendment:

 

  I.) Increased the Facility Cap to $10.0 million from $9.0 million; provided, that the Borrower may request to increase the Facility Cap twice during the term of the Amended and Restated Credit Agreement in increments of $1.0 million to a maximum of $12,000,000 on or after January 31, 2013;

 

  II.) Amended Annex 1 of the Credit Facility as follows:

 

  a) Deleted Section 2 of the Annex 1 in its entirety and replaced it with the following:

2. Minimum Cash Velocity

For each Test Period, measured as of the last day of each calendar month ending on or after December 31, 2012, Collections of Accounts of Borrowers collectively shall not be less than the Cash Velocity Percentage of Borrowers net revenue for the Revenue Period less the bad debt expense recognized on the income statement for such Revenue Period.

 

  b) Added the following definition to the definitions set forth in such Annex in the appropriate alphabetic order:

“Cash Velocity Percentage” means (a) 80% for the period beginning December 31, 2012 and ending on March 31, 2013 and (b) 87.5% at all other times.

We paid Capital Source a commitment fee of $10,000 in connection with the Second Amendment.

On January 24, 2014 the Borrower and CapitalSource entered into a Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement. The terms of the Third Amendment amended the Annex I of the credit agreement to delete the definition of Cash Velocity Percentage in its entirety and to replace it with the following:

Cash Velocity Percentage – shall mean (a) 80% for the period beginning December 31, 2012 and ending on March 31, 2013, (b) 75% for the period beginning December 1, 2013 and ending on March 31, 2014 and (c) 87.5% at all other times.

 

9


We paid Capital Source a commitment fee of $5,000 in connection with the Third Amendment.

Interest on outstanding advances under the Credit Facility are payable monthly in arrears on the first day of each calendar month. At March 31, 2014, the effective rate of interest was 4.25% and the available credit under the Credit Facility was approximately $4.2 million and the outstanding borrowing was $4.9 million after netting compensating cash on hand.

NOTE D — INTANGIBLE ASSETS

Intangible assets as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands):

 

     Weighted
Average
Amortization

Period
     March 31, 2014  
            COST      Accumulated
Amortization
     Net  

Support Vector Machine (SVM) technology

     108 months       $ 500       $ 126       $ 374   

Laboratory developed test (LDT) technology

     164 months       $ 1,482       $ 215       $ 1,267   

Flow Cytometry and Cytogenetics technology

     202 months       $ 1,000       $ 120       $ 880   
     

 

 

    

 

 

    

 

 

 

Total

      $ 2,982       $ 461       $ 2,521   

 

     Weighted
Average
Amortization

Period
     December 31, 2013  
            COST      Accumulated
Amortization
     Net  

Support Vector Machine (SVM) technology

     108 months       $ 500       $ 112       $ 388   

Laboratory developed test (LDT) technology

     164 months       $ 1,482       $ 188       $ 1,294   

Flow Cytometry and Cytogenetics technology

     202 months       $ 1,000       $ 105       $ 895   
     

 

 

    

 

 

    

 

 

 

Total

      $ 2,982       $ 405       $ 2,577   

We recorded approximately $56,000 in straight-line amortization expense of intangibles for each of the three months ended March 31, 2014 and 2013, as a research and development expense in the consolidated statement of operations. We will record all amortization of intangibles in that category until the time that we have products, services or cost savings directly attributable to these intangible assets that would require that it be recorded in cost of goods sold.

 

10


The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2014 is as follows (in thousands):

 

Year Ending December 31,

 

Remainder of 2014

   $ 167   

2015

     223   

2016

     223   

2017

     223   

2018

     223   

2019

     223   

Thereafter

     1,239   
  

 

 

 

Total

   $ 2,521   

NOTE E — REVENUE RECOGNITION AND CONTRACTUAL ADJUSTMENTS

The Company recognizes revenues when (a) the price is fixed or determinable, (b) persuasive evidence of an arrangement exists, (c) the service is performed and (d) collectability of the resulting receivable is reasonably assured.

The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent and revenues are recognized once the diagnostic services have been performed, and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain healthcare institutions, based on the contractual rate, or in the case of Medicare, published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount estimated to be collected from non-contracted payers is recorded as an allowance to arrive at the reported net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. The Company records revenues from patient pay tests net of a large discount and as a result recognizes minimal revenue on those tests. The Company regularly reviews its historical collection experience for non-contracted payers and adjusts its expected revenues for current and subsequent periods accordingly.

The table below shows the adjustments made to gross service revenue to arrive at net revenues (in thousands), the amount reported on our statement of operations.

 

     Three Months Ended March 31,  
     2014     2013  

Gross Service Revenues

   $ 41,200      $ 41,325   

Total Contractual Adjustments and Discounts

     (23,018     (25,668
  

 

 

   

 

 

 

Net Revenues

   $ 18,182      $ 15,657   

We were able to grow revenue by 16% on a year over year basis and this revenue growth was achieved despite a $700,000 reduction in revenue recorded to account for a conservative interpretation of the unresolved National Correct Coding Initiative (“NCCI”) edits relating to billing Medicare for FISH testing. The National Correct Coding Initiative “NCCI” FISH testing edits came about from new guidelines issued in the fourth quarter of 2013 which created a contradiction with respect to billing practices. These guidelines reduced the amount of units we could bill Medicare on certain FISH tests. The Company and The American Clinical Laboratory Associaion (“ACLA”) have asked Medicare to provide further guidance with respect to these edits and a favorable outcome on guidance from Medicare could result in us recognizing this $700,000 of revenue in a future period.

 

11


NOTE F — EARNINGS PER SHARE (in thousands, except EPS)

Basic earnings per share (“EPS”) is computed using the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method.

The following table provides the computation of basic and diluted earnings per share for the three month periods ending March 31, 2014 and 2013.

 

     Three Months Ended March 31,  
(in thousands, except EPS)    2014      2013  

Net income

   $ 102       $ 3   
  

 

 

    

 

 

 

Basic weighted average shares outstanding

     49,277         46,264   

Effect of potentially dilutive securities

     4,192         4,659   
  

 

 

    

 

 

 

Diluted weighted average shares outstanding

     53,469         50,923   
  

 

 

    

 

 

 

Basic EPS

   $ 0.00       $ 0.00   
  

 

 

    

 

 

 

Diluted EPS

   $ 0.00       $ 0.00   
  

 

 

    

 

 

 

Outstanding options of 311,500 and 5,000 for the three months ended March 31, 2014 and 2013, respectively, were excluded from the calculation of diluted earnings per share due to their anti-dilutive effects.

NOTE G — EQUITY

Stock Options

As of March 31, 2014, options to purchase 5,952,460 shares of our common stock were outstanding. The exercise prices of these options range from $0.25 to $4.30 per share.

Common Stock Warrants

On February 7, 2014 Gulfpointe Capital exercised 83,333 warrants to purchase shares of NeoGenomics common stock at an exercise price of $0.75 per share. The Company received proceeds of $62,500 from the exercise.

On March 12, 2014 Douglas M. VanOort exercised 375,000 warrants to purchase shares of NeoGenomics common stock at an exercise price of $1.05 per share. The Company received proceeds of $393,750 from the exercise. On March 16, 2014, 250,000 warrants issued to Douglas M. VanOort expired unvested.

As of March 31, 2014, warrants to purchase 650,000 shares of our common stock were outstanding. The exercise prices of these warrants range from $1.43 to $1.50 per share.

NOTE H — COMMITMENTS

NeoGenomics entered into a master lease agreement with Pacific Western Equipment Finance for the leasing of up to $2.0 million of equipment on an equipment leasing line. The lease has a term of 36 months starting on its commencement date at a lease rate factor that will be fixed upon final acceptance of the lease. Until such final acceptance of the lease there is a floating lease rate factor of 0.03026 that shall increase 0.000069966 for every five basis point increase in thirty-six month Interest Swap Rates. During the three months ended March 31, 2014 we committed to purchase approximately $967,000 of equipment during the first quarter of 2014, some of which has yet to be delivered to us. Our availability under the line was $1,033,000 as of March 31, 2014.

 

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During the three months ended March 31, 2014 we also entered into lease schedules with several vendors for approximately $537,000 for the purchase of computer equipment and computer software, some of which have yet to be delivered to us. The leases have 36 month terms with $1 buyout options at the end of the terms and interest rates in the range between 1.0% and 11.2%.

During the three months ended March 31, 2014 we also entered into an equipment finance agreement for approximately $227,000 for the purchase of furniture. The equipment finance agreement has a 60 month term and an interest rate of 8.9%.

NOTE I — OTHER RELATED PARTY TRANSACTIONS

During both of the three month periods ended March 31, 2014 and 2013, Steven C. Jones, a director of the Company, earned approximately $62,500 for various consulting work performed in connection with his duties as Executive Vice President of Finance. Mr. Jones also received $47,500 and $55,000 during the three months ended March 31, 2014 and 2013 as payment of his annual bonus compensation for the previous fiscal years, respectively.

NOTE J – SUBSEQUENT EVENTS

On April 22, 2014, NeoGenomics, Inc. (“NeoGenomics” or the “Company”) entered into a Second Amended and Restated Strategic Laboratory Services Agreement (the “Agreement”) with Florida Cancer Specialists, P.L. (“FCS”). Under the terms of the Agreement, FCS agreed that, subject to certain exceptions, it would first offer to have NeoGenomics perform all cytogenetics and molecular testing services on cancer specimens from FCS’s 72 practice locations before either performing such services in its own laboratory or referring such specimens to other laboratories. FCS also agreed, subject to certain exceptions, that it would first offer to have NeoGenomics perform any other cancer genetic testing services not otherwise performed by FCS’s internal laboratory before referring such specimens to other laboratories. NeoGenomics agreed to perform all accessioning and customer service functions and provide certain other services relating to cancer genetics testing for all of FCS’s practice locations. The Agreement extends the current contract through December 31, 2015, but will automatically renew for additional one year terms thereafter, unless either party gives the other party six months’ prior written notice.

END OF FINANCIAL STATEMENTS.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NeoGenomics, Inc., a Nevada corporation (referred to individually as the “Parent Company” or collectively with its subsidiary as “NeoGenomics”, “we”, “us”, “our” or the “Company” in this Form 10-Q) 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 testing laboratories whose mission is to improve patient care through exceptional genetic and molecular testing services. Our vision is to become America’s premier cancer testing laboratory by delivering uncompromising quality, exceptional service and innovative products and services. The Company has laboratory locations in Ft. Myers and Tampa, Florida; Irvine, California; and Nashville, Tennessee, and currently offers the following types of testing services:

a) Cytogenetics testing—the study of normal and abnormal chromosomes and their relationship to disease. Cytogenetic studies are often utilized to answer diagnostic, prognostic and predictive questions in the treatment of hematological malignancies and solid tumors;

b) Fluorescence In-Situ Hybridization (“FISH”) testing—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;

c) Flow cytometry testing—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 quantified according to their surface antigens. These fluorescent antibodies bind to specific cell surface antigens and are used to identify malignant cell populations. Flow cytometry is typically performed in conjunction with morphology testing which looks at smears on glass slides for abnormal cell populations;

d) Immunohistochemistry (“IHC”) testing—the process of identifying cell proteins in a tissue section utilizing the principle of antibodies binding specifically to antigens. 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; and

e) Molecular testing—a rapidly emerging cancer diagnostic tool focusing 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 bi-directional Sanger sequencing analysis, DNA fragment length analysis, real-time polymerase chain reaction (“RT-PCR”) RNA analysis and Next-Generation sequencing.

All of these testing services are widely utilized to determine the diagnosis and prognosis of various types and subtypes of cancer and to help predict a patient’s potential response to specific therapies. NeoGenomics offers testing services on both a “tech-only” basis, where NeoGenomics performs the technical component of the testing (specimen set-up, staining, imaging, sorting and categorization of cells, chromosomes, genes or DNA) and the client physician performs the related professional interpretation component (analyzing the laboratory data, viewing the cells, developing the diagnosis or prognosis as well as preparing and writing the final report), as well as on a full service or “global” basis where NeoGenomics performs both the technical component and our medical staff provides the professional interpretation component.

 

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Our Focus: Grow, Innovate, Diversify and Get Lean

Grow

We plan to continue growing organically by providing high complexity, cancer-related laboratory testing services to hospitals, community-based pathology practices, and clinicians throughout the United States. We currently perform analyses for hematopoietic cancers such as leukemia and lymphoma (blood and lymphoid tumors) and solid tumor cancers such as breast, lung, colon, and bladder cancer. For hematopoietic cancers, we typically analyze bone marrow aspirate and peripheral blood specimens. For solid tumor cancers, we typically analyze tissue samples or urine.

The 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 empowers them to expand their breadth of testing and provide a menu of services that matches or exceeds the level of service found in academic centers of excellence around the country. Community-based pathology practices typically order our services on a “tech-only” basis, which allows them to participate in the diagnostic process by performing the professional interpretation services without having to make the investment in laboratory personnel or equipment needed to perform the technical component of the tests.

In areas where we do not provide services to community-based pathology practices, 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 “global” service offering where we perform both the technical and professional components of the tests ordered. Increasingly, however, larger clinician practices have begun to internalize pathology testing services, and our “tech-only” service offering allows these larger clinician practices to also participate in the diagnostic process by performing the professional interpretation services on testing they do not perform in their own laboratory.

We will also look to grow our business through mergers or acquisitions if the right opportunity becomes available. We are focused on opportunities that would be complementary to our menu of services and would be accretive to our earnings in a short timeframe.

Innovate

We are committed to being an innovative leader in oncology testing, and thus we are also focused on innovation. Our goal is to develop new assays to help physician clients better manage their patients and to enable them to practice evidence-based medicine tailored specifically for each of their patients. During the quarter ended March 31, 2014 we introduced an additional 23 new molecular tests and cancer profiles. Our clients have been very receptive to our new molecular offerings and we believe that we have the most comprehensive molecular test menu of any laboratory in the United States. We are also seeing increasing interest in our molecular menu from several Pharmaceutical firms. Molecular testing is a rapidly growing part of oncology testing, which allows us to determine specific subtypes of cancer, as well as predict responses to certain therapeutics by isolating certain genetic mutations in DNA and RNA. We also introduced a number of NeoTYPETM panels that combine multiple molecular tests into panels targeting specific types of cancer to help pathologists and oncologists determine cancer subtypes on difficult cases. We use bi-directional sequencing analysis which we believe is superior to many of the molecular tests being offered by our competitors because we are able to pick up mutations that other methods would not detect. In addition, during the quarter ended March 31, 2014 we were able to launch next generation sequencing capabilities for clinical use. We believe that we are well-positioned to capitalize on this rapidly growing area.

We are working on developing a proprietary NeoSCORETM Prostate cancer test that is performed on the combination of blood plasma and urine rather than on prostate tissue biopsies. There are two goals for this test, to diagnose the presence of cancer in patients with BPH (Benign prostatic hyperplasia) and to distinguish high-grade from low-grade cancer in patients with prostate cancer. We completed a preliminary patient study in June 2013, and the results were recently published in the Genetic Testing and Molecular Biomarkers journal. In addition, we recently completed a follow up study with additional patient samples which confirmed the published preliminary data. We are also expanding our work to include patient samples from outside the United States. While further validation work needs to be completed, we continue to be excited about the potential for this test. We hope to present an abstract at the next ASCO meeting. We are planning a limited launch of our NeoSCOREtm test in the second quarter of 2014 and a full launch later in the year.

 

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Our 10 color flow cytometry service offering has been very well received as it provides approximately 60% more data than previous flow cytometry platforms and allows for better operating efficiencies. In addition, over the last year we have vastly improved our immunohistochemistry offering, brought up a new digital imaging platform and launched several new FISH tests including a very promising new test to aid in the diagnosis of Barrett’s Esophagus that we are offering on a semi-exclusive basis. We expect these new tests to drive substantial growth in the future. We also expect to continue to make investments in R&D that will allow us to commercialize a number of new and innovative genetic tests as we move forward.

In January 2012, we entered into a license agreement with Health Discovery Corporation (“HDC”) to license certain Support Vector Machine / Recursive Feature Elimination technology (“SVM-RFE”). We believe SVM-RFE techniques will allow us to combine and analyze data from genomics, proteomics and digital imaging to develop practical, cost-effective and reliable new assays and other proprietary tests. Using this technology, we believe we will be able to offer a whole line of advanced tests that will help physicians better manage the treatment options for cancer patients. We have prioritized the development of better tests for the diagnosis and prediction of clinical behavior in prostate cancer, pancreatic cancer, breast cancer, leukemia/lymphoma and other solid tumors as part of the License Agreement. We intend to launch a test for prostate cancer in 2014. We are also developing a Cytogenetics Interpretation System using the SVM technology that we believe will result in substantial cost savings and open up the opportunity for sub-licensing revenue in future years.

Diversify

Our third focus in 2014 is diversification. In November 2013, we announced an exclusive alliance with Covance Central Laboratories (“Covance”) to provide comprehensive anatomic pathology, histology and specialty laboratory testing services for clinical trials. Covance is the largest contract research organization servicing the needs of the pharmaceutical industry. Through this alliance, Covance’s clients will gain access to fully integrated anatomic pathology and histology (“APH”) services, including immunohistochemistry (“IHC”), fluorescence in-situ hybridization (“FISH”) and molecular testing. Covance will establish a laboratory at NeoGenomics’ Fort Myers, Florida facility and together with NeoGenomics, will provide a full range of APH, tissue based biomarkers and other specialty testing services. The companies will then expand joint capabilities globally at Covance’s central laboratory locations in Shanghai, China; Geneva, Switzerland; and Singapore. As part of the alliance, Covance will have access to NeoGenomics extensive medical and scientific networks, which includes more than 500 pathologists. NeoGenomics gains access to Covance’s broad market reach, established client relationships, and extensive clinical trials experience. We believe this alliance will provide seamless global testing services supporting oncology and companion diagnostics strategies for biopharmaceutical firms around the world. We are currently expanding our facility in Fort Myers, Florida to provide the capacity to grow this partnership with Covance and to provide quality testing for global clinical trials. NeoGenomics has ongoing clinical trials with international pharmaceutical firms and working along with Covance will allow us to work on trials on a global basis.

We have been able to diversify our product lines with over 70 new molecular tests and profiles launched over the last two years. During the three months ended March 31, 2014 we recognized $3.5 million of revenue from new products that were launched in the last two years. Among the new products launched during the quarter were Calreticulin, a 48 gene Next Generation Sequencing test for solid tumors, and a 14 gene Next Generation Sequencing test for Mylodysplastic syndrome.

Get Lean

We are focused on becoming more efficient and reducing our cost per test. Our best practice teams work with our information technology teams to make improvements in efficiencies to our lab processes. We are using information systems and technology to move NeoGenomics further along the path of being a “fully digital lab”, that uses on-line ordering, bar coding, specimen tracking, and other tools to create a streamlined, seamless, and efficient lab. We are also currently undertaking a facility upgrade to our Fort Myers, Florida lab location and we expect this upgrade to increase our efficiencies and reduce our cost per test.

 

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Competitive Strengths

Turnaround Times

We strive to provide industry leading turnaround times for test results to our clients nationwide. By providing information to physicians in a rapid manner, they 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 5-7 day turnaround time for molecular testing and our average 1 day turnaround time for flow cytometry 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. Quick 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 rapid turnaround times are a key differentiator of NeoGenomics versus other national laboratories, and our clients often cite them as a key factor in their relationship with us.

Medical Team

Our team of medical professionals and Ph.Ds. are specialists in the field of genetics and oncology. Our medical team is led by our Chief Medical Officer, Dr. Maher Albitar, a renowned hematopathologist with extensive experience in molecular and genetic testing. Prior to joining NeoGenomics, Dr. Albitar was Medical Director for Hematopathology and Oncology at the Quest Nichols Institute and Chief R&D Director for Hematopathology and Oncology for Quest Diagnostics. He also served as Section Chief for Leukemia at the University of Texas M. D. Anderson Cancer Center. In addition to Dr. Albitar, we employ several other full-time M.D.s and Ph.Ds.

Extensive Tech-Only Service Offerings

We launched the first tech-only FISH testing services in the United States in 2006, and we currently have the most extensive menu of tech-only FISH services in the country. We also offer tech-only flow cytometry and immunohistochemistry testing services. These types of testing services generally allow the professional interpretation component of a test to be billed separately from the technical component. Our NeoFISHTM, NeoFLOWTM 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 more akin to strategic partnerships. Our extensive tech-only service offerings have differentiated NeoGenomics and allowed us to compete more effectively against larger, more entrenched competitors in our niche of the industry.

Global Service Offerings

We also offer a full set of global services to meet the needs of those clients who are not credentialed and trained in interpreting genetic tests and who are looking for 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 interpretation services. Our professional staff is also available for post testing consultative services. These clients 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 our clients who need overflow or weekend coverage. Our Genetic Pathology Solutions (“GPS”) report summarizes all relevant case data from our global services on one summary report. When providing global services, NeoGenomics performs both the technical and professional component of the test, which results in a higher reimbursement level.

 

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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, and custom tailored on-site training programs that are designed to prepare clients to utilize our tech-only services. 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 Platforms

We use some of the most advanced testing platforms in the laboratory industry. The use of bi-directional sequencing in our molecular testing allows us to detect multiple mutations which can be missed with single point mutation analysis. Many laboratories rely on more limited kits which only look at single points on a gene. We also have launched next generation sequencing in 2014. Our automated FISH and Cytogenetics tools allow us to deliver the highest quality testing to our clients.

Laboratory Information System (LIS)

We believe we have a state-of-the-art Laboratory Information System (“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 NeoFISHTM and NeoFLOWTM 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 from our system with their own logos at the top. Our customized reporting solution even allows our clients to incorporate test results performed on ancillary tests not performed at NeoGenomics into summary report templates. This 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 representatives (“Territory Business Managers”) are organized into three regions (Northeast, Central and West). These sales representatives all utilize our custom Customer Relationship Management System to manage their territories, and we have integrated all of the important customer care functionality within our LIS into Salesforce.com so that our Territory Business Managers can stay informed of emerging issues and opportunities within their regions.

Geographic Locations

Many high complexity laboratories within the cancer testing niche have frequently 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. We have four facilities, two large laboratory locations in Fort Myers, Florida and Irvine, California and two smaller laboratory locations in Nashville, Tennessee and Tampa, Florida. Our objective is to “operate one lab with four locations” in order to deliver standardized, high quality, test results. We intend to continue to develop 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 pathways 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.

 

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We are working with the technology we licensed from HDC to develop new proprietary cancer tests, streamline our workflow, and reduce our costs.

Seasonality

The majority of our testing volume is dependent on patients being treated by hematology/oncology professionals and other healthcare providers. Volume of testing generally declines during the vacation seasons, year-end holiday periods and other major holidays, particularly when those holidays fall during the middle of the week. In addition, volume of testing tends to decline due to adverse weather conditions, such as heavy snow, excessively hot or cold spells or hurricanes, tornados 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.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

While many operational aspects of our business are subject to complex federal, state and local regulations, the accounting for our business is generally straightforward with net revenues primarily recognized upon completion of the testing process. Our revenues are primarily comprised of laboratory tests, and approximately one-half of total operating costs and expenses consist of employee compensation and benefits. Due to the nature of our business, several of our accounting policies involve significant estimates and judgments. These accounting policies have been described in our Annual Report on Form 10-K for the year ended December 31, 2013.

Results of Operations for the Three Months Ended March 31, 2014 as Compared to the Three Months Ended March 31, 2013

The following table presents the consolidated statements of operations as a percentage of revenue:

 

     For the three months ended
March 31.
 
     2014     2013  

NET REVENUE

     100     100

COST OF REVENUE

     52     54
  

 

 

   

 

 

 

GROSS PROFIT

     48     46
  

 

 

   

 

 

 

OPERATING EXPENSES:

    

General and administrative

     28     27

Research and development

     3     5

Sales and marketing

     15     12
  

 

 

   

 

 

 

TOTAL OPERATING EXPENSES

     46     44
  

 

 

   

 

 

 

INTEREST (INCOME) EXPENSE, NET

     2     2
  

 

 

   

 

 

 

NET INCOME BEFORE INCOME TAX

     1     0
  

 

 

   

 

 

 

INCOME TAXES

     0     0
  

 

 

   

 

 

 

NET INCOME

     1     0
  

 

 

   

 

 

 

 

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Revenue

Our revenue, requisition and test metrics for the three months ended March 31, 2014 and 2013 (in thousands, except test and requisition data) are as follows:

 

     For the three
months ended
March 31, 2014
     For the three
months ended
March 31, 2013
     %
Change
 

Requisitions Received

     24,704         20,604         19.9

Number of Tests Performed

     38,734         32,088         20.7

Avg. # of Tests / Requisition

     1.57         1.56         0.7

Total Testing Revenue

   $ 18,182       $ 15,657         16.1

Average Revenue/Requisition

   $ 736       $ 760         (3.1 )% 

Average Revenue/Test

   $ 469       $ 488         (3.8 )% 

Our approximate 16.1% year-over-year revenue growth is a result of a broad based increase in the number of new clients resulting in a 20.7% increase in test volume. We feel that the increases in new clients is a direct result of our efforts to innovate by developing one of the most comprehensive Molecular testing menus in the industry. Our average revenue/test decrease of approximately 3.8% was primarily attributable to the National Correct Coding Initiative “NCCI” FISH testing edits that came about from new guidelines issued in the fourth quarter of 2013. These guidelines reduced the amount of units we could bill Medicare on certain FISH tests. Average revenue per test and per requisition was also modestly impacted by an increasing proportion of lower average revenue molecular and immunohistochemistry tests in our testing mix.

Cost of Revenue and Gross Profit

Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. Our cost of revenue, gross profit and test metrics for the three months ended March 31, 2014 and 2013 are as follows:

 

     For the three months ended
March 31.
          %  
     2014     2013     Change     Change  

Cost of Revenue

   $ 9,473,000      $ 8,411,000      $ 1,062,000        12.6

Cost of Revenue as a % of revenue

     52.1     53.7    

Gross Profit

   $ 8,709,000      $ 7,246,000      $ 1,463,000        20.2

Gross Profit as a % of revenue

     47.9     46.3    

Average Cost of Revenue per Test

   $ 245      $ 262      $ (17     (6.5 )% 

Average Gross Profit per Test

   $ 224      $ 226      $ (2     (0.9 )% 

Overall cost of revenue increased in 2014 due to the large increases in our testing volumes. The decline in cost of revenue per test was the result of improved productivity in our laboratory, as we experienced an increase in the amount of tests processed per laboratory FTE (full time equivalent personnel). This was driven by improved capacity planning and utilization along with several process improvements in the laboratory. We also saw growth in lower priced and lower cost molecular tests. We are undertaking a facility upgrade to our Fort Myers, Florida lab location and we expect this upgrade to reduce our cost per test. The new laboratory design was aided by our Lean process teams and uses Lean principles to improve our operating efficiency. We are implementing Lean process initiatives, bar coding and scanning technology, new and improved instrumentation to further automate our laboratories, and new IT enhancements that will help us process more tests more effectively and efficiently. We believe that we will continue to see a reduction in average cost per test in future periods based on the activities of our best practice teams.

 

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Sales and Marketing

Sales and marketing expenses relate primarily to the employee related costs of our sales management, sales representatives, sales and marketing consultants, marketing, and customer service personnel.

 

     For the three months ended
March 31.
           %  
     2014     2013     Change      Change  

Sales and marketing

   $ 2,633,000      $ 1,931,000      $ 702,000         36.4

As a % of revenue

     14.5     12.3     

Sales and marketing expenses increased approximately 36.4%, or $0.7 million to $2.6 million for the three months ended March 31, 2014 as compared to $1.9 million for the three months ended March 31, 2013, primarily due to increased salaries, commissions and related travel expenses based on an increase in sales and marketing employees. On March 31, 2014 we had 50 employees in our sales and marketing organization compared to 41 employees in our sales and marketing organization on March 31, 2013.

We expect our overall sales and marketing expenses to increase modestly with increased test volumes in 2014, but remain stable as a percentage of revenue. We hired three additional sales representatives during the first quarter and anticipate growing our sales force further in 2014.

General and Administrative Expenses

General and administrative expenses relate to billing, bad debts, finance, human resources, information technology and other administrative functions. They primarily consist of employee related costs (such as salaries, fringe benefits, and stock-based compensation expense), professional services, facilities expense, and depreciation and administrative-related costs allocated to general and administrative expenses.

 

     For the three months ended
March 31.
           %  
     2014     2013     Change      Change  

General and administrative

   $ 5,054,000      $ 4,175,000      $ 879,000         21.1

As a % of revenue

     27.8     26.7     

General and administrative expenses increased approximately 21.1%, or $0.9 million to $5.1 million for the three months ended March 31, 2014 as compared to $4.2 million for the three months ended March 31, 2013. The increase in general and administrative expenses is primarily a result of adding billing and information technology personnel to support the increase in our testing volumes as well as increased facility costs and increased depreciation on fixed assets.

Bad debt expense increased by approximately 19.2%, or approximately $143,000 to $884,000 for the three months ended March 31, 2014 as compared to approximately $741,000 for the three months ended March 31, 2013. This increase was primarily the result of increased revenue for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. Our bad debt rate as a percentage of revenue was 4.9% for the three months ended March 31, 2014 as compared to 4.7% last year. We have also seen an increase in denials for Molecular tests from commercial insurance payer’s with the onset of the analyte specific CPT codes.

We expect our general and administrative expenses to increase as we add personnel, increase our billing and collections activities; incur additional expenses associated with the expansion of our facilities and backup systems; incur additional bad debt expense related to increasing sales, and as we continue to build our physical infrastructure to support our anticipated growth. However, we expect general and administrative expenses to continue to decline as a percentage of our revenue as our test volumes increase and as we continue to develop more operating leverage in our business.

 

21


Research and Development Expenses

Research and development (R&D) expenses relate to the cost of developing new proprietary and non-proprietary genetic tests. Our R&D team has been behind the expansion in our molecular testing menu. R&D expenses consist of payroll for our R&D staff, supplies cost, stock compensation expense, as well as cost related to our licensing agreement with Health Discovery Corporation, including amortization of the licensed technology.

 

     For the three months ended
March 31.
          %  
     2014     2013     Change     Change  

Research and development

   $ 628,000      $ 835,000      $ (207,000     (24.8 )% 

As a % of revenue

     3.5     5.3    

Research and development expenses decreased approximately 24.8%, or $207,000 to $628,000 for the three months ended March 31, 2014 as compared to approximately $835,000 for the three months ended March 31, 2013. The decrease in research and development expenses is primarily the result of a reduction in stock compensation expense for non-employee stock options and warrants.

We expect our research and development expenses to fluctuate in future quarters because of increases or decreases in our stock price and the corresponding stock compensation expense for non-employee stock options and warrants.

Interest Income (Expense)

Interest income (expense) primarily consists of the interest expense we incur on our borrowing arrangements (primarily comprised of interest paid and payable on advances under our revolving credit facility with Capital Source and interest paid on capital lease obligations) offset by the interest income we earn on cash deposits. Net interest expense decreased by approximately $20,000 from approximately $285,000 for the three months ended March 31, 2013 to $265,000 for the three months ended March 31, 2014, reflecting lower borrowings on our revolving credit facility. This was partially offset by increased interest related to capital lease obligations as we leased additional equipment to support our growth.

Net Income

The following table provides the net income (loss) for each period along with the computation of basic and diluted net income (loss) per share for the three month periods ending March 31, 2014 and 2013:

 

     Three months ended March 31,  
(in thousands, except EPS)    2014      2013  

Net income

   $ 102       $ 3   
  

 

 

    

 

 

 

Basic weighted average shares outstanding

     49,277         46,264   

Effect of potentially dilutive securities

     4,192         4,659   
  

 

 

    

 

 

 

Diluted weighted average shares outstanding

     53,469         50,923   
  

 

 

    

 

 

 

Basic EPS

   $ 0.00       $ 0.00   
  

 

 

    

 

 

 

Diluted EPS

   $ 0.00       $ 0.00   
  

 

 

    

 

 

 

Non-GAAP Measures

“Adjusted EBITDA” is defined by NeoGenomics as net income from continuing operations before (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation and warrant amortization expense and (v) other extraordinary or non-recurring charges. NeoGenomics believes that Adjusted EBITDA provides a more consistent measurement of operating performance and trends across reporting periods by excluding these cash and non-cash items of expense not directly related to ongoing operations from income. Adjusted EBITDA also assists investors in performing analysis that is consistent with financial models developed by research analysts.

 

22


Adjusted EBITDA as defined by NeoGenomics is not a measurement under GAAP and may differ from non-GAAP measures used by other companies. There are limitations inherent in non-GAAP financial measures such as Adjusted EBITDA because they exclude a variety of charges and credits that are required to be included in a GAAP presentation, and do not therefore present the full measure of NeoGenomics recorded costs against its net revenue. Accordingly, investors should consider non-GAAP results together with GAAP results in analyzing NeoGenomics financial performance.

The following is a reconciliation of GAAP net income to Non-GAAP EBITDA and Adjusted EBITDA for the three months ending March 31, 2014 and 2013:

 

     For the three months ended
March 31,
 
     2014      2013  

Net income (Per GAAP)

   $ 102,000       $ 3,000   

Adjustments to Net Income:

     

Interest expense (income), net

     265,000         285,000   

Amortization of intangibles

     56,000         56,000   

Depreciation of property and equipment

     1,151,000         990,000   

Income taxes

     27,000         17,000   
  

 

 

    

 

 

 

EBITDA (non-GAAP)

     1,601,000         1,351,000   

Further Adjustments to EBITDA:

     

Non-cash stock-based compensation

     84,000         443,000   
  

 

 

    

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 1,685,000       $ 1,794,000   
  

 

 

    

 

 

 

Trade Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are reported, net of an allowance for doubtful accounts, which is estimated based on the aging of accounts receivable with each payer category and the historical data on bad debts in these aging categories. In addition, the allowance is adjusted periodically for other relevant factors, including regularly assessing the state of our billing operations in order to identify issues which may impact the collectability of receivables or allowance estimates. Revisions to the allowance are recorded as an adjustment to bad debt expense within general and administrative expenses. After appropriate collection efforts have been exhausted, specific receivables deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of receivables previously written-off are recorded as credits to the allowance.

 

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The following tables present the dollars and percentage of the Company’s gross accounts receivable from customers outstanding by aging category at March 31, 2014 and December 31, 2013:

NEOGENOMICS AGING OF RECEIVABLES BY PAYER GROUP

March 31, 2014

 

Payer Group

   0-30      %     31-60     %     61-90     %     91-120      %     >120      %     Total      %  

Client

   $ 3,087,248         13   $ 1,458,387        6   $ 868,474        4   $ 879,929         4   $ 1,102,447         4   $ 7,396,485         31

Commercial Insurance

     484,739         2     780,872        3     727,574        3     558,706         2     4,182,257         18     6,734,148         28

Medicaid

     15,311         0     53,064        0     78,236        0     89,192         1     561,264         2     797,067         3

Medicare

     374,381         2     497,692        2     400,695        2     394,940         1     3,216,368         14     4,884,076         21

Private Pay

     84,958         0     (50,645     0     (26,735     0     12,142         0     22,249         0     41,969         0

Unbilled Revenue

     3,976,548         17     —          —       —          —       —           —       —           —       3,976,548         17
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 8,023,185         34   $ 2,739,370        11   $ 2,048,244        9   $ 1,934,909         8   $ 9,084,585         38   $ 23,830,293         100
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

December 31, 2013

 

Payer Group

   0-30      %     31-60      %     61-90      %     91-120      %     >120      %     Total      %  

Client

   $ 2,716,164         11   $ 1,728,152         7   $ 1,232,594         6   $ 581,713         3   $ 905,057         4   $ 7,163,680         31

Commercial Insurance

     341,364         2     985,446         4     740,250         3     557,269         2     3,883,242         17     6,507,571         28

Medicaid

     21,509         0     75,820         0     76,713         0     87,291         0     285,383         2     546,716         2

Medicare

     349,224         2     1,016,452         5     1,169,982         5     636,039         3     3,057,915         13     6,229,612         28

Private Pay

     8,562         0     —           —       11,459         0     1,661         0     88,416         0     110,098         0

Unbilled Revenue

     2,634,940         11     —           —       —           —       —           —       —           —       2,634,940         11
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 6,071,763         26   $ 3,805,870         16   $ 3,230,998         14   $ 1,863,973         8   $ 8,220,013         36   $ 23,192,617         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

The following table represents our allowance balances at each balance sheet date presented and that allowance as a percentage of gross accounts receivable:

 

     March 31,
2014
    December 31,
2013
    Change  

Allowance for doubtful accounts

   $ 4,569,000      $ 4,540,000      $ 29,000   

As a % of total accounts receivable

     19.2     19.6  

At March 31, 2014 our allowance for doubtful accounts increased $29,000 as compared to December 31, 2013. The increase is attributed to the overall increase in our accounts receivable balance. As a percentage of total accounts receivable the allowance for doubtful accounts decreased to 19.2% at March 31, 2014 from 19.6% at December 31, 2013. This decline was related to an increase in the amount of accounts receivable that is between 0-30 days because the amount of allowance reserved on current balances is lower than the amount of allowance reserved on balances that are aged out further.

Liquidity and Capital Resources

The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the three months ended March 31, 2014 and 2013 as well as the period ending cash and cash equivalents and working capital.

 

24


     For the three months ended
March 31.
 
     2014     2013  

Net cash provided by (used in):

    

Operating activities

   $ 1,025,000      $ (1,330,000

Investing activities

     (883,000     (239,000

Financing activities

     409,000        4,329,000   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     551,000        2,760,000   

Cash and cash equivalents, beginning of period

     4,834,000        1,868,000   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 5,385,000      $ 4,628,000   
  

 

 

   

 

 

 

Working Capital (1), end of period

   $ 12,920,000      $ 10,794,000   
  

 

 

   

 

 

 

 

(1) Defined as current assets—current liabilities.

Our net cash provided by operating activities is driven primarily by our profitability and the impact of depreciation and bad debt expense on cash flows partially offset by an increase in our accounts receivable balance. Our accounts receivable balance usually increases significantly in the first quarter as most patients have not yet reached their deductible limits for the year, which results in an increased amount of billing and collection activity with individual patients.

We have also used approximately $883,000 in cash to purchase or develop property and equipment during the first quarter of 2014. This included capital outlays for our new Fort Myers laboratory redesign and costs related to our Laboratory Information System.

Our cash provided from financing activities for the three months ended March 31, 2014 consisted primarily of takedowns on our revolving credit facility with Capital Source and proceeds from the exercise of warrants during the first quarter partially offset by repayments on capital leases.

On March 26, 2012, the Parent Company, NeoGenomics Laboratories (together with the Parent Company, the “Borrower”), and CapitalSource Finance LLC (“Capital Source”) entered into a First Amendment (the “Amendment”) to the Amended and Restated Revolving Credit and Security Agreement, dated April 26, 2010 (the “Amended and Restated Credit Agreement” or the “Credit Facility”). The Amended and Restated Credit Agreement amended and restated the original Revolving Credit and Security Agreement dated February 1, 2008, as amended, by and among the Parent Company, Borrower and CapitalSource (the “Original Credit Agreement”). The terms of the Amendment and the Amended and Restated Credit Agreement are substantially similar except that the Amendment, among other things:

 

  I.) Increased the maximum principal amount of the revolving credit facility (the “Facility Cap”) to $8.0 million from $5.0 million; provided, that the Borrower may request to increase the Facility Cap twice during the term of the Amended and Restated Credit Agreement in increments of $1.0 million to a maximum of $10,000,000;

 

  II.) Extended the term of the Amended and Restated Credit Agreement to March 26, 2015;

 

  III.) Revised the definition of “Minimum Termination Fee” to be:

 

  a. 2.5% of the Facility Cap if the Revolver Termination (as defined in the Agreement) is at any time before March 26, 2013;

 

  b. 1.5% of the Facility Cap if the Revolver Termination is after March 26, 2013 but before March 26, 2014;

 

  c. 0.5% of the Facility Cap if the Revolver Termination is on or after March 26, 2014; and

 

  d. That there shall be no Minimum Termination Fee if the Revolver Termination occurs within five (5) days of the end of the term.

 

  IV.) Modified the definition of “Permitted Indebtedness” and “Fixed Charge Coverage Ratio”; and

 

  V.) Amended Section 3.1 of the Amended and Restated Credit Agreement by deleting “the LIBOR shall be not less than 2.0%” and replacing it with “the LIBOR shall be not less than 1.0%”.

We paid Capital Source a commitment fee of $80,000 in connection with the Amendment.

On July 27, 2012 the Facility Cap was increased from $8.0 million to $9.0 million.

 

25


On January 25, 2013 the Borrower and CapitalSource entered into a Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement. The terms of the Second Amendment:

 

  I.) Increased the Facility Cap to $10.0 million from $9.0 million; provided, that the Borrower may request to increase the Facility Cap twice during the term of the Amended and Restated Credit Agreement in increments of $1.0 million to a maximum of $12,000,000 on or after January 31, 2013;

 

  II.) Amended Annex 1 of the Credit Facility as follows:

 

  a) Deleted Section 2 of the Annex 1 in its entirety and replaced it with the following:

 

  2. Minimum Cash Velocity

For each Test Period, measured as of the last day of each calendar month ending on or after December 31, 2012, Collections of Accounts of Borrowers collectively shall not be less than the Cash Velocity Percentage of Borrowers net revenue for the Revenue Period less the bad debt expense recognized on the income statement for such Revenue Period.

 

  b) Added the following definition to the definitions set forth in such Annex in the appropriate alphabetic order:

“Cash Velocity Percentage” means (a) 80% for the period beginning December 31, 2012 and ending on March 31, 2013 and (b) 87.5% at all other times.

We paid Capital Source a commitment fee of $10,000 in connection with the Second Amendment.

On January 24, 2014 the Borrower and CapitalSource entered into a Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement. The terms of the Third Amendment amended the Annex I of the credit agreement to delete the definition of Cash Velocity Percentage in its entirety and to replace it with the following:

Cash Velocity Percentage – shall mean (a) 80% for the period beginning December 31, 2012 and ending on March 31, 2013, (b) 75% for the period beginning December 1, 2013 and ending on March 31, 2014 and (c) 87.5% at all other times.

We paid Capital Source a commitment fee of $5,000 in connection with the Third Amendment.

As of March 31, 2014 we are in compliance with all covenants to the Credit Facility.

We had over $9.6 million in cash on hand and borrowing capacity as of March 31, 2014. We had unrestricted cash on hand of approximately $5.4 million as of March 31, 2014, and the available credit under the Credit Facility was approximately $4.2 million. The outstanding borrowing under our credit facility was $4.9 million after netting compensating cash on hand. As such, we believe we have adequate resources to meet our operating commitments.

Capital Expenditures

We currently forecast capital expenditures in order to execute on our business plan. The amount and timing of such capital expenditures will be determined by the volume of business, but we currently anticipate that we will need to purchase approximately $6.0 million to $7.5 million of additional capital equipment, software and leasehold improvements during the next year. We plan to fund these expenditures with capital lease financing arrangements, cash, and through bank loan facilities. If we are unable to obtain such funding, we will need to pay cash for these items.

 

26


Related Party Transactions

Consulting Agreements

During both the three month periods ended March 31, 2014 and 2013, Steven C. Jones, a director of the Company, earned approximately $62,500 for various consulting work performed in connection with his duties as Executive Vice President of Finance. Mr. Jones also received $47,500 and $55,000 during the three months ended March 31, 2014 and 2013 as payment of his annual bonus compensation for the previous fiscal years, respectively.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

We do not invest in or trade instruments which are sensitive to market risk. We also do not have any material foreign operations or foreign sales so we have no exposure to foreign currency exchange rate risk.

We do have exposure to both rising and falling interest rates on our Revolving Credit Facility with CapitalSource Bank. At March 31, 2014, advances of approximately $4.9 million under our Revolving Credit Facility Agreement with CapitalSource Bank were subject to interest charges based on the 12 month LIBOR rates plus 3.25% and the LIBOR rate is capped at a minimum of 1%.

As such, a one percentage point increase in LIBOR rates would increase our monthly interest expense by $4,083 and a decrease from current LIBOR rates would have no impact on our monthly interest expense as LIBOR is currently less than the 1% Cap on the agreement.

See Note C to the Consolidated Financial Statements contained herein for information on our revolving credit facility.

We have exposure to market risk on the lease rate factor of our Equipment Line with Pacific Western Equipment Finance. The lease rate factor is based on the 36 month interest swap rates. The lease rate factor will increase .000069966 for each five basis point increase in the 36 month interest swap rates. The interest rate will be fixed upon final acceptance of the lease.

ITEM 4 — Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, principal financial officer, and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rule 15d-15, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer, principal financial officer, and principal accounting officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer, principal financial officer, and principal accounting officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

27


PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

From time to time the Company is engaged in legal proceedings in the ordinary course of business. We do not believe any current legal proceedings are material to our business. No material proceedings were terminated during the quarter ended March 31, 2014.

ITEM 1A — RISK FACTORS

Current and prospective investors are encouraged to review the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 24, 2014.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4 — MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5 — OTHER INFORMATION

None

 

28


ITEM 6 — EXHIBITS

 

EXHIBIT
NO.

  

DESCRIPTION

31.1    Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3    Certification by Principal Accounting Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification by Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101    The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.

 

29


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 12, 2014

    NEOGENOMICS, INC.
    By:   /s/ Douglas M. VanOort
      Name: Douglas M. VanOort
      Title:   Chairman and
                  Chief Executive Officer
    By:   /s/ George Cardoza
      Name: George Cardoza
      Title: Chief Financial Officer
    By:   /s/ Edwin F. Weidig III
      Name: Edwin F. Weidig III
      Title:   Director of Finance and
                  Principal Accounting Officer

 

30