August 8, 2023 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2023


☐			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.)

9490 NeoGenomics Way,

Fort Myers,

Florida

33912

(Address of principal executive offices)

(Zip Code)

(239) 768-0600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock ($0.001 par value)

NEO

The Nasdaq Stock Market LLC

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 S No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes S No ☐

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 4, 2023, the registrant had 127,551,742 shares of Common Stock, par value $0.001 per share outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

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

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intends,” “may,” “plan,” “potential,” “project,” “will,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements address various matters, including the Company’s strategy, future operations, future financial position, future revenues, changing reimbursement levels from government payers and private insurers, projected costs, prospects and plans and objectives of management. 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 (the “SEC”) on February 24, 2023, and in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

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

•Our ability to respond to rapid scientific change;

•The risk of liability in conducting clinical trials and providing research services and the sufficiency of our insurance to cover such claims;

•Our ability to implement our business strategy;

•The expected reimbursement levels from governmental payers and private insurers and proposed changes to those levels;

•The application, to our business and the services we provide, of existing laws, rules and regulations, including without limitation, Medicare laws, anti-kickback laws, Health Insurance Portability and Accountability Act of 1996 regulations, state medical privacy laws, international privacy laws, federal and state false claims laws and corporate practice of medicine laws;

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

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

•Food and Drug Administration, or FDA regulation of Laboratory Developed Tests (“LDTs”);

•Failure to timely or accurately bill for our services;

•Our ability to expand our operations and increase our market share;

•Our ability to expand our service offerings by adding new testing capabilities and overcome capacity constraints;

•Our ability to develop or acquire licenses for new or improved testing technologies;

•Our ability to meet our future capital requirements;

•Our ability to manage our indebtedness;

•Our ability to manage the quality of our investment portfolio;

•Our expectations regarding the conversion of our outstanding 1.25% Convertible Senior Notes due May 2025 (the “2025 Convertible Notes”) or our outstanding 0.25% Convertible Senior Notes due January 2028 (the “2028 Convertible Notes”) in the aggregate principal amount of $201.3 million and $345.0 million, respectively, and our ability to make debt service payments under the 2025 Convertible Notes or 2028 Convertible Notes if such notes are not converted;

•Our ability to have sufficient cash to pay our obligations under the 2025 Convertible Notes or the 2028 Convertible Notes;

•The dilutive impact of the conversion of the 2025 Convertible Notes or the 2028 Convertible Notes;

•Our ability to protect our intellectual property from infringement;

•Our ability to integrate acquisitions and costs related to such acquisitions;

•Our ability to realize estimated benefits from our cost reduction and restructuring efforts;

•The effects of seasonality on our business;

•Our ability to maintain service levels and compete with other diagnostic laboratories;

•Our ability to hire and retain sufficient managerial, sales, clinical and other personnel to meet our needs;

•Our ability to successfully scale our business, including expanding our facilities, our backup systems and infrastructure;

•Our handling, storage and disposal of biological and hazardous materials;

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

•Our ability to manage expenses and risks associated with international operations, including anti-corruption and trade sanction laws and other regulations, and economic, political, legal and other operational risks associated with foreign jurisdictions.

The forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this report, 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.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEOGENOMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(unaudited) June 30, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	289,074	$	263,180
Marketable securities, at fair value	120,272		174,809
Accounts receivable, net	125,425		119,711
Inventories	24,945		24,277
Prepaid assets	16,571		15,237

Other current assets	8,433		8,077
Total current assets	584,720		605,291
Property and equipment (net of accumulated depreciation of $147,452 and $131,930, respectively)	100,110		102,499
Operating lease right-of-use assets	91,412		96,109
Intangible assets, net	390,693		408,260
Goodwill	522,766		522,766




Other assets	5,407		5,109
Total non-current assets	1,110,388		1,134,743
Total assets	$	1,695,108	$	1,740,034
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	17,913	$	20,510
Accrued compensation	45,686		40,141
Accrued expenses and other liabilities	18,172		15,070
Current portion of equipment financing obligations	11		70
Current portion of operating lease liabilities	7,354		6,584


Contract liabilities	5,712		7,557
Total current liabilities	94,848		89,932
Long-term liabilities
Convertible senior notes, net	536,755		535,322

Operating lease liabilities	65,468		68,952


Deferred income tax liabilities, net	28,811		34,750
Other long-term liabilities	13,034		13,055
Total long-term liabilities	644,068		652,079
Total liabilities	$	738,916	$	742,011
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, $0.001 par value, (250,000,000 shares authorized; 127,144,418 and 126,913,992 shares issued and outstanding, respectively)	$	127	$	127
Additional paid-in capital	1,172,850		1,160,882
Accumulated other comprehensive loss	(2,572)		(3,899)
Accumulated deficit	(214,213)		(159,087)
Total stockholders’ equity	$	956,192	$	998,023
Total liabilities and stockholders’ equity	$	1,695,108	$	1,740,034

See the accompanying notes to the unaudited Consolidated Financial Statements.

NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
NET REVENUE
Clinical Services	$	123,156	$	105,635	$	238,025	$	204,426
Advanced Diagnostics	23,761		19,437		46,112		37,815
Total net revenue	146,917		125,072		284,137		242,241

COST OF REVENUE	87,026		81,126		169,432		160,063

GROSS PROFIT	59,891		43,946		114,705		82,178
Operating expenses:
General and administrative	60,308		57,951		121,857		124,199
Research and development	7,502		8,626		14,897		16,339
Sales and marketing	18,901		17,071		35,160		33,370
Restructuring charges	3,074		—		7,758		—
Total operating expenses	89,785		83,648		179,672		173,908
LOSS FROM OPERATIONS	(29,894)		(39,702)		(64,967)		(91,730)
Interest (income) expense, net	(2,524)		926		(3,991)		2,227
Other (income) expense, net	(730)		405		(616)		237


Loss before taxes	(26,640)		(41,033)		(60,360)		(94,194)
Income tax benefit	(2,309)		(5,730)		(5,234)		(9,483)
NET LOSS	$	(24,331)	$	(35,303)	$	(55,126)	$	(84,711)






NET LOSS PER SHARE
Basic	$	(0.19)	$	(0.28)	$	(0.44)	$	(0.68)
Diluted	$	(0.19)	$	(0.28)	$	(0.44)	$	(0.68)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	125,356		124,068		125,192		123,850
Diluted	125,356		124,068		125,192		123,850

See the accompanying notes to the unaudited Consolidated Financial Statements.

NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
NET LOSS	$	(24,331)	$	(35,303)	$	(55,126)	$	(84,711)

OTHER COMPREHENSIVE (INCOME) LOSS:

Net unrealized gain (loss) on marketable securities, net of tax	262		(1,047)		1,327		(3,418)


Total other comprehensive income (loss), net of tax	262		(1,047)		1,327		(3,418)
COMPREHENSIVE LOSS	$	(24,069)	$	(36,350)	$	(53,799)	$	(88,129)

See the accompanying notes to the unaudited Consolidated Financial Statements.

NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total
		Shares			Amount
Balance, December 31, 2022		126,913,992	$	127		$	1,160,882	$	(3,899)	$	(159,087)	$	998,023
Issuance of common stock for ESPP		96,733	—			811		—		—		811
Issuance of restricted stock, net of forfeitures		114,738	—			(147)		—		—		(147)
Issuance of common stock for stock options		75,028	—			751		—		—		751
Stock issuance fees and expenses		—	—			(4)		—		—		(4)
Stock-based compensation expense - ESPP		—	—			275		—		—		275
Stock-based compensation expense - options and restricted stock		—	—			4,483		—		—		4,483
Net unrealized gain on marketable securities, net of tax		—	—			—		1,065		—		1,065

Net loss		—	—			—		—		(30,795)		(30,795)
Balance, March 31, 2023		127,200,491	$	127		$	1,167,051	$	(2,834)	$	(189,882)	$	974,462
Issuance for common stock for ESPP		78,302	—			1,029		—		—		1,029
Issuance of restricted stock, net of forfeitures		(194,448)	—			(1,527)		—		—		(1,527)
Issuance of common stock for stock options		60,073	—			610		—		—		610
Stock issuance fees and expenses		—	—			(18)		—		—		(18)
Stock-based compensation expense - ESPP		—	—			255		—		—		255
Stock-based compensation expense - options and restricted stock		—	—			5,450		—		—		5,450
Net unrealized gain on marketable securities, net of tax		—	—			—		262		—		262

Net loss		—	—			—		—		(24,331)		(24,331)
Balance, June 30, 2023		127,144,418	$	127		$	1,172,850	$	(2,572)	$	(214,213)	$	956,192

NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
		Shares			Amount
Balance, December 31, 2021		124,107,500	$	124		$	1,123,628	$	(638)	$	(14,837)	$	1,108,277
Issuance of common stock for ESPP		47,853	—			971		—		—		971
Issuance of restricted stock, net of forfeitures		100,253	—			(1,049)		—		—		(1,049)
Issuance of common stock for stock options		466,609	1			6,479		—		—		6,480

Stock-based compensation expense - ESPP		—	—			249		—		—		249
Stock-based compensation expense - options and restricted stock		—	—			11,855		—		—		11,855
Net unrealized loss on marketable securities, net of tax		—	—			—		(2,371)		—		(2,371)

Net loss		—	—			—		—		(49,408)		(49,408)
Balance, March 31, 2022		124,722,215	$	125		$	1,142,133	$	(3,009)	$	(64,245)	$	1,075,004
Issuance of common stock for ESPP		89,374	—			807		—		—		807
Issuance of restricted stock, net of forfeitures		773,010	1			(311)		—		—		(310)
Issuance of common stock for stock options		94,974	—			743		—		—		743
Stock-based compensation expense - ESPP		—	—			293		—		—		293
Stock-based compensation expense - options and restricted stock		—	—			3,332		—		—		3,332
Net unrealized loss on marketable securities, net of tax		—	—			—		(1,047)		—		(1,047)

Net loss		—	—			—		—		(35,303)		(35,303)
Balance, June 30, 2022		125,679,573	$	126		$	1,146,997	$	(4,056)	$	(99,548)	$	1,043,519

See the accompanying notes to the unaudited Consolidated Financial Statements.

NEOGENOMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(55,126)	$	(84,711)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	18,523		16,921
Amortization of intangibles	17,566		16,979
Non-cash stock-based compensation	10,463		15,729
Non-cash operating lease expense	4,648		4,989
Amortization of convertible debt discount	1,341		1,324
Amortization of debt issue costs	92		91

Gain on sale of assets held for sale	—		(2,048)
Other adjustments	1,665		1,602
Changes in assets and liabilities, net
Accounts receivable, net	(5,713)		854
Inventories	(888)		1,533
Prepaid and other assets	(2,614)		(2,202)
Operating lease liabilities	(3,294)		(4,932)
Deferred income tax liabilities, net	(5,939)		(9,495)
Accrued compensation	5,545		(1,024)


Accounts payable and other liabilities	(509)		(1,646)
Net cash used in operating activities	(14,240)		(46,036)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities	(6,756)		(56,332)
Proceeds from sales and maturities of marketable securities	62,868		68,525
Purchases of property and equipment	(17,421)		(18,513)
Proceeds from assets held for sale	—		12,098
Net cash provided by investing activities	38,691		5,778
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing obligations	(61)		(574)
Issuance of common stock, net	1,504		7,642

Net cash provided by financing activities	1,443		7,068

Net change in cash and cash equivalents	25,894		(33,190)
Cash and cash equivalents, beginning of period	263,180		316,827
Cash and cash equivalents, end of period	$	289,074	$	283,637


Supplemental disclosure of cash flow information:
Interest paid	$	1,690	$	2,143
Income taxes paid, net	$	175	$	129
Supplemental disclosure of non-cash investing and financing information:




Purchases of property and equipment included in accounts payable	$	838	$	1,529

See the accompanying notes to the unaudited Consolidated Financial Statements.

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Nature of the Business

NeoGenomics, Inc., a Nevada corporation (the “Parent,” “Company,” or “NeoGenomics”), and its subsidiaries, operate as a certified, high complexity clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended, and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories as well as providing clinical trial services to pharmaceutical firms.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim Consolidated Financial Statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements.

The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except for Stock-based Compensation and new accounting standards discussed under Recent Accounting Pronouncements as referenced below.

Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim 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, 2022.

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.

Use of Estimates

The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited, to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation, impairment analysis of goodwill, and restructuring reserves. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate.

Segment Reporting

The Company has historically reported its activities in two reportable segments; (1) the Clinical Services segment and (2) the Pharma Services segment. In the second quarter of 2023, the Pharma Services segment was rebranded as the Advanced Diagnostics segment. Functions within the Clinical Services segment include oncology diagnostics, community-based oncology and pathology sales, patient engagement, and clinical decision support. Functions within the Advanced Diagnostics segment include pharma services, informatics, R&D, minimal residual disease, liquid biopsy and therapy selection business development. For further financial information regarding reportable segments, please refer to Note 13. Segment Information.

Sales and Marketing Expenses

Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel in the Clinical Services segment. Advertising costs are expensed at the time they are incurred and were immaterial for the three and six months ended June 30, 2023 and 2022.

Stock-based Compensation

In the second quarter of 2023, the Company began granting performance stock units (“PSUs”) subject to a market condition to certain of its executives as part of its executive compensation program. The number of shares awarded will be subject to

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

adjustment based on the achievement of an absolute total shareholder return (“TSR”) performance target. If the TSR performance target is achieved, the awards will vest at the end of the three-year requisite service period so long as the employee remains employed with the Company through the applicable vesting date.

The Company measures compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair values. Stock-based compensation expense for stock options, restricted stock awards, restricted stock units and performance awards is recorded over the requisite service period in general and administrative expenses on the Consolidated Statements of Operations. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value that the award recipients ultimately receive. The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model (“Black-Scholes”). The fair value of restricted stock with a market condition is estimated at the date of grant using the Monte Carlo simulation model (“Monte Carlo”). The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s common stock on the date of grant.

Black-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of common stock, and expected dividend yield; each of which is described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value.

Expected Term: The expected term of an option is determined using the simplified method under SAB 107 which represents the average between the vesting term and the contractual term. The Company utilizes the simplified method to determine the expected life of the options due to insufficient exercise activity during recent years.

Risk-free Interest Rate: The risk-free interest rate used in the Black-Scholes model is based on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, the Company uses the nearest interest rate from available maturities.

Expected Stock Price Volatility: The Company uses its own historical weekly volatility because that is more reflective of market conditions.

Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, the Company assumed no dividend yield in valuing the stock-based awards.

The fair value of the PSUs granted during the three and six months ended June 30, 2023 was estimated as of the grant date using a Monte Carlo, which requires management to make assumptions regarding risk-free interest rates and volatility of the Company’s stock price. The Monte Carlo incorporates the same assumptions as Black-Scholes as to stock price volatility, the risk-free interest rate and dividend yield. The Company utilized the expected life of the PSUs for the expected term of the award, as the vesting term and contractual term of the awards are identical.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends guidance to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted including adoption in an interim period. If the Company early adopts in an interim period, the Company is required to apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The amendments in ASU 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted this standard as of January 1, 2023 and there was no impact on its Consolidated Financial Statements.

Note 3. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments.

Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The Company measures certain financial assets at fair value on a recurring basis, including its marketable securities and certain cash equivalents. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the Consolidated Balance Sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets and are included in cash and cash equivalents on the Consolidated Balance Sheets. The marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third-party pricing entities, except for U.S. Treasury securities which are valued based on quoted market prices in active markets.

The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of the Company’s marketable securities accounted for as available-for-sale securities as of June 30, 2023 and December 31, 2022.


	June 30, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Financial Assets:
Short-term marketable securities:
U.S. Treasury securities	$	32,218	$	—	$	(338)	$	31,880

Yankee bonds	2,608		—		(58)		2,550
Agency bonds	6,025		—		(119)		5,906
Municipal bonds	12,768		—		(937)		11,831
Commercial paper	2,929		—		—		2,929
Asset-backed securities	15,537		—		(180)		15,357
Corporate bonds	51,299		1		(1,481)		49,819
Total	$	123,384	$	1	$	(3,113)	$	120,272


	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Financial Assets:
Short-term marketable securities:
U.S. Treasury securities	$	56,426	$	—	$	(651)	$	55,775
Yankee bonds	5,358		—		(92)		5,266
Agency bonds	12,485		—		(116)		12,369
Municipal bonds	12,841		—		(1,030)		11,811
Commercial paper	2,846		8		—		2,854
Asset-backed securities	25,544		2		(427)		25,119
Corporate bonds	63,748		3		(2,136)		61,615
Total	$	179,248	$	13	$	(4,452)	$	174,809

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company had $1.5 million and $0.9 million of accrued interest receivable at June 30, 2023 and December 31, 2022, respectively, included in other current assets on its Consolidated Balance Sheets related to its marketable securities. There were no realized gains or losses on marketable securities for the three and six months ended June 30, 2023 and June 30, 2022.

The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at June 30, 2023 and December 31, 2022.


	June 30, 2023
(in thousands)	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Financial Assets:
Marketable Securities:
U.S. Treasury securities	$	31,880	$	—	$	—	$	31,880

Yankee bonds	2,550		—		—		2,550
Agency bonds	3,557		2,349		—		5,906
Municipal bonds	—		11,831		—		11,831
Commercial paper	2,929		—		—		2,929
Asset-backed securities	15,357		—		—		15,357
Corporate bonds	32,429		17,390		—		49,819
Total	$	88,702	$	31,570	$	—	$	120,272


	December 31, 2022
(in thousands)	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Financial Assets:
Marketable Securities:
U.S. Treasury securities	$	40,795	$	14,980	$	—	$	55,775
Yankee bonds	2,734		2,532		—		5,266
Agency bonds	6,470		5,899		—		12,369
Municipal bonds	—		11,811		—		11,811
Commercial paper	2,854		—		—		2,854
Asset-backed securities	23,179		1,940		—		25,119
Corporate bonds	35,377		26,238		—		61,615
Total	$	111,409	$	63,400	$	—	$	174,809

The following tables set forth the Company’s cash equivalents and marketable securities accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of June 30, 2023 and December 31, 2022.

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	June 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	283,214	$	—	$	—	$	283,214


Marketable securities:
U.S. Treasury securities	31,880		—		—		31,880

Yankee bonds	2,550		—		—		2,550
Agency bonds	5,906		—		—		5,906
Municipal bonds	11,831		—		—		11,831
Commercial paper	—		2,929		—		2,929
Asset-backed securities	—		15,357		—		15,357
Corporate bonds	—		49,819		—		49,819
Total	$	335,381	$	68,105	$	—	$	403,486


	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	196,749	$	—	$	—	$	196,749

Commercial paper	—		36,965		—		36,965
Marketable securities:
U.S. Treasury securities	55,775		—		—		55,775
Yankee bonds	5,266		—		—		5,266
Agency bonds	12,369		—		—		12,369
Municipal bonds	11,811		—		—		11,811
Commercial paper	—		2,854		—		2,854
Asset-backed securities	—		25,119		—		25,119
Corporate bonds	—		61,615		—		61,615
Total	$	281,970	$	126,553	$	—	$	408,523

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three and six months ended June 30, 2023 and June 30, 2022.

The carrying value of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, are considered reasonable estimates of their respective fair values at June 30, 2023 and December 31, 2022 due to their short-term nature.

Note 4. Goodwill and Intangible Assets

The following table summarizes the carrying amounts of goodwill by segment at June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Clinical Services	$	458,782	$	458,782
Advanced Diagnostics	63,984		63,984
Total	$	522,766	$	522,766

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Intangible assets consisted of the following (in thousands):


		June 30, 2023
	Amortization Period (years)	Cost		Accumulated Amortization		Net


Customer Relationships	7 - 15	$	143,101	$	60,590	$	82,511
Developed Technology	10 - 15	310,226		43,778		266,448
Marketing Assets	4	549		307		242
Trademarks	15	31,473		4,272		27,201
Trade Name	2.5	2,584		1,740		844
Trademark - Indefinite lived	—	13,447		—		13,447
Total		$	501,380	$	110,687	$	390,693


		December 31, 2022
	Amortization Period (years)	Cost		Accumulated Amortization		Net
Customer Relationships	7 - 15	$	143,101	$	55,645	$	87,456
Developed Technology	10 - 15	310,226		33,117		277,109
Marketing Assets	4	549		238		311
Trademarks	15	31,473		3,223		28,250
Trade Name	2.5	2,584		897		1,687
Trademark - Indefinite lived	—	13,447		—		13,447
Total		$	501,380	$	93,120	$	408,260

The Company records amortization expense within cost of revenue and general and administrative expense on the Consolidated Statement of Operations. The following table summarizes the amortization expense for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amortization of intangibles included in cost of revenue	$	4,853	$	4,853	$	9,706	$	9,706
Amortization of intangibles included in general and administrative expenses	3,930		3,637		7,860		7,273
Total amortization of intangibles	$	8,783	$	8,490	$	17,566	$	16,979

The estimated amortization expense related to amortizable intangible assets for each of the following periods as of June 30, 2023 is as follows (in thousands):


Remainder of 2023	$	17,566
2024	33,447
2025	33,343
2026	33,308
2027	32,758

Thereafter	226,824
Total	$	377,246

Note 5. Debt

2028 Convertible Senior Notes

On January 11, 2021, the Company completed the sale of $345.0 million of Convertible Senior Notes with a stated interest rate of 0.25% and a maturity date of January 15, 2028 (the “2028 Convertible Notes”), unless earlier converted, redeemed, or repurchased.

The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2023. Based

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the second quarter of 2023. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended June 30, 2023. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the third quarter of 2023. The value of the 2028 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $16.07 on June 30, 2023.

The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,500 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June 30, 2023. The interest expense recognized on the 2028 Convertible Notes includes $0.4 million, $0.7 million and $17,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2023. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,400 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June 30, 2022. The interest expense recognized on the 2028 Convertible Notes includes $0.4 million, $0.7 million and $16,800 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2022. The effective interest rate on the 2028 Convertible Notes is 0.70%, which includes the interest on the 2028 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 Convertible Notes bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021.

At June 30, 2023, the estimated fair values (Level 2) of the 0.25% Convertible Senior Notes due 2028 was $251.9 million. At December 31, 2022, the estimated fair value (Level 2) of the 0.25% Convertible Senior Notes due 2028 was $218.2 million.

2025 Convertible Senior Notes

On May 4, 2020, the Company completed the sale of $201.3 million of Convertible Senior Notes with a stated interest rate of 1.25% and a maturity date of May 1, 2025 (the “2025 Convertible Notes”), unless earlier converted, redeemed, or repurchased.

The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2023. Based on the terms of the 2025 Convertible Notes, the holders could not have converted all or a portion of their 2025 Convertible Notes in the second quarter of 2023. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended June 30, 2023. Based on the terms of the 2025 Convertible Notes, the holders cannot convert all or a portion of their 2025 Convertible Notes in the third quarter of 2023. The value of the 2025 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $16.07 on June 30, 2023.

The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $37,700 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June 30, 2023. The interest expense recognized on the 2025 Convertible Notes includes $1.3 million, $0.6 million and $0.1 million for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2023. The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $37,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June 30, 2022. The interest expense recognized on the 2025 Convertible Notes includes $1.2 million, $0.6 million and $0.1 million for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2022. The effective interest rate on the 2025 Convertible Notes is 1.96%, which includes the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bear interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020.

At June 30, 2023, the estimated fair values (Level 2) of the 1.25% Convertible Senior Notes due 2025 was $192.1 million. At December 31, 2022, the estimated fair value (Level 2) of the 1.25% Convertible Senior Notes due 2025 was $169.6 million.

Note 6. Stock-Based Compensation

Equity Incentive Plan

Effective May 25, 2023, the Company adopted the NeoGenomics, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) as approved by the Board of Directors on March 28, 2023 and the Company’s stockholders on May 25, 2023. The 2023 Plan replaced the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan, as most recently amended and subsequently

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

approved by the stockholders on May 25, 2017 (the “Prior Plan”). The 2023 Plan allows for the award of equity incentives including stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The 2023 Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the 2023 Plan is 3,975,000. Additionally, effective May 25, 2023, any remaining unissued shares from the Prior Plan shall be available for the grant of new awards under the 2023 Plan.

The Company recorded approximately $5.7 million and $3.6 million for stock-based compensation in general and administrative expenses on the Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, respectively, and approximately $10.5 million and $15.7 million for the six months ended June 30, 2023 and 2022, respectively.

Stock Options

The Company recorded approximately $2.3 million and $0.3 million for stock-based compensation related to stock options in general and administrative expenses on the Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, respectively, and approximately $4.1 million and $4.8 million for the six months ended June 30, 2023 and 2022, respectively.

A summary of the stock option activity under the Company’s plans for the six months ended June 30, 2023 is as follows:


	Number of Shares	Weighted Average Exercise Price
Outstanding at December 31, 2022	4,214,617	$	16.48
Granted	1,502,768	$	17.34

Exercised	(135,101)	$	10.07
Forfeited	(818,558)	$	19.77
Outstanding at June 30, 2023	4,763,726	$	16.37
Exercisable at June 30, 2023	1,231,330	$	23.06

The fair value of each stock option award granted during the six months ended June 30, 2023 was estimated as of the grant date using a Black-Scholes model with the following assumptions:


			Six Months Ended June 30, 2023
Expected term (in years)			4.0 - 6.5
Risk-free interest rate (%)			3.3% - 4.4%
Expected volatility (%)			53.3% - 67.9%
Dividend yield (%)			—
Weighted average grant date fair value per share			$9.05

As of June 30, 2023, there was approximately $18.4 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 2.0 years.

Restricted Stock

The Company recorded approximately $2.8 million and $3.0 million for stock-based compensation related to restricted stock in general and administrative expenses on the Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, respectively, and approximately $5.6 million and $10.4 million for the six months ended June 30, 2023 and 2022, respectively.

A summary of the restricted stock activity under the Company’s plans for the six months ended June 30, 2023 is as follows:


	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2022	1,994,861	$	12.71
Granted	845,735	$	17.19
Vested	(451,523)	$	14.32
Forfeited	(333,682)	$	15.75
Nonvested at June 30, 2023	2,055,391	$	13.68

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As of June 30, 2023, there was approximately $20.9 million of unrecognized stock-based compensation expense related to restricted stock that will be recognized over a weighted-average period of approximately 2.1 years.

Performance-Based Restricted Stock Units

In the second quarter of 2023, the Company granted 305,105 PSUs subject to a market condition to certain of its executives with an aggregated grant date fair value of approximately $6.7 million. The number of shares awarded will be subject to adjustment based on the achievement of a TSR performance target. If the TSR performance target is achieved, the awards will vest at the end of the three-year requisite service period so long as the employee remains employed with the Company through the applicable vesting date. Compensation cost for the PSUs is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied.

The Company recognized approximately $0.3 million of stock-based compensation related to the PSUs in general and administrative expenses on the Consolidated Statements of Operations for the three and six months ended June 30, 2023, respectively. There were no such amounts for the three and six months ended June 30, 2022.

A summary of the PSU activity under the Company’s plans for the six months ended June 30, 2023 is as follows:


	Number of Stock Units	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2022	—	$	—
Granted	305,105	$	21.83
Vested	—	$	—
Forfeited	—	$	—
Nonvested at June 30, 2023	305,105	$	21.83

The fair value of each PSU granted during the six months ended June 30, 2023 was estimated as of the grant date using a Monte Carlo with the following assumptions:


			Six Months Ended June 30, 2023
Expected term (in years)			3.0
Risk-free interest rate (%)			3.6% - 4.0%
Expected volatility (%)			68.4% - 69.9%
Dividend yield (%)			—
Weighted average grant date fair value per share			$21.83

As of June 30, 2023, there was approximately $6.4 million of unrecognized stock-based compensation expense related to PSUs that will be recognized over a weighted-average period of approximately 2.9 years.

Modification of Stock Option and Restricted Stock Awards

In the three months ended June 30, 2023, upon the departure of certain executives from the Company and in accordance with the terms of each of their respective employment agreements, 101,937 previously granted time-based vesting stock option awards and 61,746 previously granted time-based vesting restricted stock awards accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as modifications, and recognized $0.9 million of incremental stock-based compensation which consisted of $0.3 million and $0.6 million for the acceleration of stock option awards and restricted stock awards, respectively, within general and administrative expenses on the Consolidated Statements of Operations for the three and six months ended June 30, 2023.

In the second quarter of 2022, upon the prior Chief Legal Officer’s departure from the Company and in accordance with the terms of the prior Chief Legal Officer’s employment agreement, 41,487 previously granted time-based vesting stock option awards and 76,138 previously granted time-based vesting restricted stock awards accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as a modification, and recognized $2.2 million of incremental stock-based compensation which consisted of $0.3 million and $1.9 million for the acceleration of stock option awards and restricted stock awards, respectively, within general and administrative expenses on the Consolidated Statements of Operations for the three and six months ended June 30, 2022.

In the first quarter of 2022, upon the prior Chief Executive Officer’s departure from the Company and in accordance with the terms of the prior Chief Executive Officer’s separation agreement, 237,960 previously granted time-based vesting stock option

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

awards and 142,302 previously granted time-based vesting restricted stock awards accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as a modification, and recognized $5.9 million of incremental stock-based compensation which consisted of $2.3 million and $3.6 million for the acceleration of stock option awards and restricted stock awards, respectively, within general and administrative expenses on the Consolidated Statements of Operations for the six months ended June 30, 2022. There were no such amounts for the three months ended June 30, 2022.

Note 7. Revenue Recognition

The Company’s two reportable segments for which it recognizes revenue are (1) Clinical Services and (2) Advanced Diagnostics. The Clinical Services segment provides various clinical-testing services related to oncology diagnostics, community-based oncology and pathology sales, patient engagement, and clinical decision support. Functions within the Advanced Diagnostics segment include pharma services, informatics, R&D, and minimal residual disease, liquid biopsy and therapy selection business development.

Clinical Services Revenue

The Company’s specialized diagnostic services are performed based on a written test requisition form or an electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including client direct billing, commercial insurance, Medicare and other government payers, and patients. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience, and other anticipated adjustments, including anticipated payer denials.

Advanced Diagnostics Revenue

The Company’s Advanced Diagnostics segment generally enters into contracts with pharmaceutical and biotech customers as well as other contract research organizations (“CROs”) to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed.

Additional offerings within the Advanced Diagnostics portfolio includes Informatics, which involves the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data. Informatics revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis, and contract terms generally provide for payments based on a unit-of-service arrangement.

Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding receivable is recorded. Additionally, Advanced Diagnostics incurs sales commissions in the process of obtaining contracts with customers. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. For offerings with primarily short-term contracts, such as Informatics, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets.

Most contracts are terminable by the customers, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract.

The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands):

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	June 30, 2023		December 31, 2022
Current contract assets (1)	$	810	$	1,898
Long-term contract assets (2)	—		31
Total assets	$	810	$	1,929


Current capitalized commissions (1)	$	923	$	800
Long-term capitalized commissions (2)	437		715
Total capitalized commissions	$	1,360	$	1,515


Current contract liabilities	$	5,712	$	7,557
Long-term contract liabilities (3)	—		19
Total contract liabilities	$	5,712	$	7,576

(1) Recorded within other current assets on the Consolidated Balance Sheets.

(2) Recorded within other assets on the Consolidated Balance Sheets.

(3) Recorded within other long-term liabilities on the Consolidated Balance Sheets.

Revenue recognized for the three and six months ended June 30, 2023 related to contract liability balances outstanding at the beginning of the period was $1.7 million and $3.5 million, respectively. Revenue recognized for the three and six months ended June 30, 2022 related to contract liability balances outstanding at the beginning of the period was $1.0 million and $4.1 million, respectively. Amortization of capitalized commissions for the three and six months ended June 30, 2023 was $0.3 million and $0.5 million, respectively. Amortization of capitalized commissions for the three and six months ended June 30, 2022 was $0.2 million and $0.3 million, respectively.

Disaggregation of Revenue

The Company considered various factors for both its Clinical Services and Advanced Diagnostics segments in determining appropriate levels of homogeneous data for its disaggregation of revenue; including the nature, amount, timing, and uncertainty of revenue and cash flows. Clinical Services categories align with the types of customers due to similarities of billing method, level of reimbursement, and timing of cash receipts. Unbilled amounts are accrued and allocated to payer categories based on historical experience. In future periods actual billings by payer category may differ from accrued amounts. Advanced Diagnostics relate to contracts with large pharmaceutical and biotech customers as well as other CROs. Because the nature, timing, and uncertainty of revenue and cash flows are similar and primarily driven by individual contract terms Advanced Diagnostics revenue is not further disaggregated.

The following table details the disaggregation of revenue for both the Clinical Services and Advanced Diagnostics Segments (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Clinical Services
Client direct billing	$	83,176	$	69,874	$	159,999	$	134,888

Form: 10-Q

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