Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 07, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NEO | |
Entity Registrant Name | NEOGENOMICS INC | |
Entity Central Index Key | 1,077,183 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 80,409,557 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 12,211 | $ 12,525 |
Accounts receivable (net of allowance for doubtful accounts of $10,937 and $13,699, respectively) | 62,723 | 55,512 |
Inventories | 6,088 | 6,253 |
Other current assets | 4,725 | 4,535 |
Total current assets | 85,747 | 78,825 |
Property and equipment (net of accumulated depreciation of $37,496 and $27,102, respectively) | 34,549 | 34,036 |
Intangible assets, net | 76,330 | 77,064 |
Goodwill | 147,019 | 147,019 |
Other assets | 250 | 174 |
Total assets | 343,895 | 337,118 |
Current liabilities | ||
Accounts payable | 14,823 | 16,782 |
Accrued compensation | 11,805 | 8,351 |
Accrued expenses and other liabilities | 5,000 | 4,247 |
Short-term portion of capital leases | 4,687 | 4,891 |
Short-term portion of loans | 3,799 | 3,842 |
Total current liabilities | 40,114 | 38,113 |
Long-term liabilities | ||
Long-term portion of capital leases | 4,583 | 5,378 |
Long-term portion of loans, net | 67,531 | 70,259 |
Revolving credit facility, net | 24,461 | 21,799 |
Deferred income tax liability, net | 7,548 | 14,973 |
Total long-term liabilities | 104,123 | 112,409 |
Total liabilities | 144,237 | 150,522 |
Commitments and contingencies - see Note I | ||
Redeemable convertible preferred stock | ||
Series A Redeemable Convertible Preferred Stock, $0.001 par value, (50,000,000 shares authorized; 6,600,000 shares issued and outstanding) | 30,125 | 22,873 |
Stockholders' equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 80,346,946 and 78,571,158 shares issued and outstanding, respectively) | 80 | 79 |
Additional paid-in capital | 229,006 | 216,104 |
Accumulated deficit | (59,553) | (52,460) |
Total stockholders’ equity | 169,533 | 163,723 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 343,895 | $ 337,118 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 10,937 | $ 13,699 |
Property and equipment, accumulated depreciation | $ 37,496 | $ 27,102 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 80,346,946 | 78,571,158 |
Common stock, shares outstanding | 80,346,946 | 78,571,158 |
Redeemable Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Redeemable Convertible Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Redeemable Convertible Preferred Stock, shares issued | 6,600,000 | 6,600,000 |
Redeemable Convertible Preferred Stock, shares outstanding | 6,600,000 | 6,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
NET REVENUE | ||||
Clinical testing | $ 56,186 | $ 55,739 | $ 172,668 | $ 166,674 |
Pharma Services | 6,866 | 5,022 | 18,150 | 16,919 |
Total Revenue | 63,052 | 60,761 | 190,818 | 183,593 |
COST OF REVENUE | 34,242 | 33,416 | 103,634 | 100,471 |
GROSS PROFIT | 28,810 | 27,345 | 87,184 | 83,122 |
Operating expenses: | ||||
General and administrative | 23,267 | 19,025 | 66,743 | 55,810 |
Research and development | 1,270 | 967 | 3,080 | 3,719 |
Sales and marketing | 6,577 | 5,958 | 18,466 | 18,084 |
Loss on sale of Path Logic | 1,058 | 1,058 | ||
Total operating expenses | 32,172 | 25,950 | 89,347 | 77,613 |
INCOME (LOSS) FROM OPERATIONS | (3,362) | 1,395 | (2,163) | 5,509 |
Interest expense, net | 1,398 | 1,468 | 4,173 | 4,509 |
Income (loss) before taxes | (4,760) | (73) | (6,336) | 1,000 |
Income tax (benefit) expense | 340 | (6) | (539) | 500 |
NET INCOME (LOSS) | (5,100) | (67) | (5,797) | 500 |
Deemed dividends on preferred stock | 912 | 1,840 | 2,734 | 5,520 |
Amortization of preferred stock beneficial conversion feature | 1,739 | 3,727 | 5,122 | 11,180 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (7,751) | $ (5,634) | $ (13,653) | $ (16,200) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Basic | $ (0.10) | $ (0.07) | $ (0.17) | $ (0.21) |
Diluted | $ (0.10) | $ (0.07) | $ (0.17) | $ (0.21) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 79,617 | 78,145 | 79,208 | 77,224 |
Diluted | 79,617 | 78,145 | 79,208 | 77,224 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (5,797) | $ 500 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 11,739 | 11,550 |
Amortization of intangibles | 5,201 | 5,454 |
Amortization of debt issue costs | 330 | 532 |
Loss on sale of Path Logic | 1,058 | |
Stock based compensation – options, restricted stock and warrants | 5,812 | 4,024 |
Provision for bad debts | 13,026 | 8,183 |
Changes in assets and liabilities, net: | ||
(Increase) in accounts receivable, net of write-offs | (20,916) | (9,424) |
(Increase) in inventories | (37) | (844) |
(Increase) in prepaid expenses | (406) | (1,482) |
(Increase) in other current assets | (98) | (46) |
Increase in accounts payable and other liabilities | 2,366 | 3,271 |
Net cash provided by operating activities | 12,278 | 21,718 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (10,167) | (5,328) |
Net cash used in investing activities | (10,167) | (5,328) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from revolving credit facility, net | 2,496 | |
Repayment to revolving credit facility | (10,044) | |
Repayment of capital lease obligations/loans | (4,126) | (3,874) |
Repayment on term loan, net | (2,816) | (413) |
Proceeds from the exercise of options, warrants and ESPP shares, net of transaction expenses | 2,218 | 3,456 |
Payments of equity issue costs | (197) | |
Net cash (used in) financing activities | (2,425) | (10,875) |
Net change in cash and cash equivalents | (314) | 5,515 |
Cash and cash equivalent, beginning of period | 12,525 | 23,420 |
Cash and cash equivalents, end of period | 12,211 | 28,935 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,879 | 3,993 |
Income taxes paid | 272 | 228 |
Supplemental disclosure of non-cash investing and financing information: | ||
Equipment acquired under capital lease/loan obligations | 3,240 | 4,907 |
Deemed dividends on preferred stock | 2,734 | 5,520 |
Amortization of preferred stock beneficial conversion feature | 5,122 | $ 11,180 |
Purchase of customer list through issuance of restricted stock | $ 4,466 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note A – Nature of Business and Basis of Presentation NeoGenomics, Inc., a Nevada corporation (the “Parent”), and its subsidiaries, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO” or, “NeoGenomics Laboratories”), NeoGenomics Bioinformatics Inc., a Florida corporation, Path Labs LLC., a Delaware limited liability company (“PathLogic”) and Clarient Inc., a Delaware corporation, and its wholly owned subsidiary Clarient Diagnostic Services, Inc. (together, “Clarient”), (collectively referred to as “we”, “us”, “our”, “NeoGenomics”, or the “Company”), operates as a certified “high complexity” clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended (“CLIA”), and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories throughout the United States and Europe. The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These accompanying interim consolidated financial statements include the accounts of the Parent and its subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying interim consolidated financial statements. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 14, 2017. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. We have one reportable operating segment that delivers testing services to hospitals, pathologists, oncologists, other clinicians, and researchers, which represents 100% of the Company’s consolidated assets, net revenues and net income (loss) for the three and nine months ended September 30, 2017 and 2016. We have evaluated our segments based on how the Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, reviews performance and makes decisions in managing the Company. At September 30, 2017, we provided services within the United States and Europe and had assets located within the United States and Europe. We have two primary types of customers, clinical and pharma. Our clinical customers include community based pathology practices, oncology groups, hospitals and academic centers. Our pharma customers include pharmaceutical companies to whom we provide testing and other services to support their studies and clinical trials. As we grow, we continue to assess the information available to the CODM. Currently, discrete financial information is not available to the CODM about the separate financial performance of our clinical and our pharma customers. As we continue to grow and focus separately on the two customer types we will routinely assess the information available and reviewed by the CODM and determine if we meet the criteria for having separate segments. Correction of Immaterial Accounting Error The Company performed an internal analysis in the third quarter of 2017 which identified an immaterial error in the revenue reported in our Form 10-K for the year ended December 31, 2016, Form 10-Q for the quarter ended March 31, 2017 and Form 10-Q for the three and six months ended June 30, 2017. We have concluded that the error identified was not material to any prior annual or interim periods. We assessed the extent of this error and it was corrected in the third quarter of 2017, resulting in a reduction of revenue, and thus a corresponding reduction in accounts receivable of $2.4 million and $0.6 million for the three and nine months ended September 30, 2017, respectively. See Item 4. Controls and Procedures for additional details regarding this error. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Guidance | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted and Issued Accounting Guidance | Note B – Recently Adopted and Issued Accounting Guidance Adopted In January 2017, the FASB issued ASU No. 2017-01, Business Combinations In March 2016, the Financial Accounting Standards Board Accounting Standards Update (“A No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The standard update required excess tax benefits and tax deficiencies to be recorded directly through earnings as a component of income tax expense. Under previous GAAP, these differences were generally recorded in additional paid-in capital and thus had no impact on net income. The change impacted the computation of diluted earnings per share, and the cash flows associated with those items are now classified as operating activities on the condensed statements of consolidated cash flows. Entities were permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures could be estimated, as required under previous GAAP, or recognized when they occur. The Company adopted this ASU on January 1, 2017 using the transition method prescribed for each applicable provision: • Based on the implementation guidance, previously unrecognized excess tax benefits should be on a modified retrospective basis beginning in the period the guidance is adopted. Accordingly, the Company recorded an increase in deferred tax assets and an offsetting cumulative-effect adjustment to retained earnings of $6.6 million as of January 1, 2017 for excess tax benefits not previously recognized. • Based on the implementation guidance, all excess tax benefits and tax deficiencies related to share based compensation will be reported in net income (loss) on a prospective basis. For the nine months ended September 30, 2017, no income (loss) was reported. • The Company has elected to retrospectively adopt the requirement to present cash flows related to excess tax benefits as cash flows from operating activities. This adoption had no effect on cash flows for the nine months ended September 30, 2017. • The Company has elected to recognize forfeitures in compensation cost as they occur. Issued In August 2017 the FASB issued ASU 2017-12, Derivatives and Hedging. annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation In January 2017 the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires ASU 2016-02 is effective for periods beginning after December 15, 2018 and interim periods within those periods. In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers The Company expects to adopt this ASU in the first quarter of 2018 using a full retrospective method of adoption. We anticipate the adoption of this standard to impact our Pharma Services revenue, specifically the timing of revenue recognition for our long term research and clinical trials contracts. Many of these contracts have distinct terms which need to be evaluated separately, therefore, we are still in the process of contract review in order to determine the quantitative impact this standard will have on our Pharma Services revenue. We also expect this standard to impact our Clinical testing revenue. Under the new standard, substantially all of our bad debt expense which has historically been presented as part of selling, general and administrative expenses will be considered an implicit price concession and will be reported as a reduction in revenue. We also anticipate enhanced financial statement disclosures surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company continues to assess the full impact the adoption of this standard will have on our financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note C – Goodwill and Intangible Assets Goodwill as of September 30, 2017 and December 31, 2016 was $147.0 million. There were no changes in the carrying amount of goodwill during these periods. Intangible assets as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 2,633 $ 367 Customer Relationships 156 - 180 months 85,437 9,502 75,935 Non-Compete Agreement 24 months 29 1 28 Total $ 88,466 $ 12,136 $ 76,330 December 31, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 1,508 $ 1,492 Customer Relationships 156 - 180 months $ 81,000 $ 5,428 $ 75,572 Total $ 84,000 $ 6,936 $ 77,064 On August 31, 2017, the Company acquired a customer list from Ascend Genomics in exchange for 450,000 shares of restricted stock, see Note H – Equity. This customer relationship was recorded at fair value and is being amortized over 15 years. As part of the transaction, Ascend Genomics signed a non-compete agreement which was also recorded as an intangible asset and is being amortized over 2 years. We recorded approximately $1.7 and $1.8 million in straight-line amortization expense of intangible assets for the three month period ended September 30, 2017 and 2016, respectively. We recorded approximately $5.2 million and $5.5 million in straight-line amortization expense of intangible assets for the nine month period ended September 30, 2017 and 2016, respectively. The Company recorded amortization expense from customer relationships and trade names as a general and administrative expense. The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of September 30, 2017 is as follows (in thousands): Remainder of 2017 $ 1,796 2018 5,710 2019 5,706 2020 5,696 2021 5,695 2022 5,695 Thereafter 46,032 Total $ 76,330 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note D – Debt The following table summarizes the long term debt at September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Term Loan Facility $ 72,188 $ 75,000 Revolving Credit Facility 25,399 22,900 Auto Loans 82 202 Capital leases 9,270 10,269 Total Debt 106,939 108,371 Less: Debt issuance costs (1,878 ) (2,202 ) Less: Current portion of long-term debt (8,486 ) (8,733 ) Total Long-Term Debt, net $ 96,575 $ 97,436 The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. Term Loan On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million term loan facility (the “Term Loan Facility”). The Credit Agreement also provides incremental facility capacity of $50 million, subject to certain conditions . The Term Loan Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the Credit Agreement). Interest on borrowings under the Revolving Credit Facility is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into an interest rate swap agreement to hedge against changes in the variable rate of a portion of this debt. See Note E-Derivative Instruments and Hedging Activities for more information on this instrument. The Term Loan Facility and amounts borrowed under the Revolving Credit Facility are secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of NeoGenomics Laboratories and the Guarantors. The Term Loan Facility contains various affirmative and negative covenants including ability to incur liens and encumbrances; make certain restricted payments, including paying dividends on its equity securities or payments to redeem, repurchase or retire its equity securities; enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with its affiliates, and materially alter the business it conducts. In addition, the Company must meet certain maximum leverage ratios and fixed charge coverage ratios as of the end of each fiscal quarter commencing with the quarter ending March 31, 2017. The Company was in compliance with all required covenants as of September 30, 2017. The Term Loan Facility has a maturity date of December 21, 2021. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (as defined), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty. Auto Loans The Company has auto loans with various financial institutions. The auto loan terms range from 36-60 months and carry interest rates from 0.0% to 5.2%. Capital Leases The Company has entered into capital leases to purchase laboratory and office equipment. These leases expire at various dates through 2020 and the weighted average interest rate under such leases was approximately 4.81% at September 30, 2017. Most of these leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. Property and equipment acquired under capital lease agreements are pledged as collateral to secure the performance of the future minimum lease payments. Revolving Credit Facility On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million revolving credit facility (the “Revolving Facility”). On September 30, 2017, and December 31, 2016, the Company had outstanding borrowings of approximately $24.5 million and $21.8 million, net of unamortized debt issuance costs of $939,000 and $1.1 million, respectively. The Revolving Credit Facility includes a $10 million swingline sublimit, with swingline loans bearing interest at the alternate base rate plus the applicable margin. Any principal outstanding under the Revolving Credit Facility is due and payable on December 21, 2021 or such earlier date as the obligations under the Credit Agreement become due and payable pursuant to the terms of the Credit Agreement. The Revolving Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for Adjusted LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio. Interest on the outstanding principal of the Term Loan Facility will be payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of LIBOR loans. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (minus certain specified other payments), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty, subject to customary “breakage” costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. Maturities of Long-Term Debt Maturities of long-term debt at September 30, 2017 are summarized as follows (in thousands): Term Loan and Revolving Credit Facility Capital Lease Obligations Auto Loans Total Long-Term Debt Remainder of 2017 $ 938 $ 1,397 $ 12 $ 2,347 2018 3,750 4,677 49 8,476 2019 5,625 3,112 21 8,758 2020 5,625 617 - 6,242 2021 81,649 - - 81,649 97,587 9,803 82 107,472 Less: Interest on capital leases - (533 ) - (533 ) 97,587 9,270 82 106,939 Less: Current portion of long-term debt (3,750 ) (4,687 ) (49 ) (8,486 ) Less: Debt issuance costs (1,878 ) - - (1,878 ) Long-term debt, net $ 91,959 $ 4,583 $ 33 $ 96,575 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note E – Derivative Instruments and Hedging Activities Cash Flow Hedges In December of 2016, the Company entered into an interest rate swap agreement to reduce our exposure to interest rate fluctuations on our variable rate debt obligations. This derivative financial instrument is accounted for at fair value as a cash flow hedge which effectively modifies our exposure to interest rate risk by converting a portion of our floating rate debt to a fixed rate obligation, thus reducing the impact of interest rate changes on future interest expense. We account for derivatives in accordance with FASB ASC Topic 815, see Note B-Summary of Significant Accounting Policies in Annual Report on Form 10-K for more information on our accounting policy related to derivative instruments and hedging activities. Under this agreement, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest at 1.59%. The interest rate swap agreement was effective as of December 30, 2016 and a termination date of December 31, 2019. As of September 30, 2017 and December 31, 2016, the total notional amount of the Company’s interest rate swaps were $50 million. The fair value of the interest rate swap will be included in other long term assets or liabilities, when applicable. As of September 30, 2017 and December 31, 2016, the fair value of the interest rate swap was not considered to be significant due to the change in LIBOR over that time period outstanding, therefore, no amount is included on the balance sheet for this instrument. As the specific terms and notional amounts of the derivative financial instrument match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations. Gains and losses on this interest rate swap agreement will be recorded in accumulated other comprehensive income and will be reclassified to interest expense in the period during which the hedged transaction affects earnings. At September 30, 2017 and December 31, 2016, there was no impact to accumulated other comprehensive income (AOCI) as it was determined that there was not a significant change to record. The fair value of this instrument will be evaluated on a quarterly basis and adjusted as necessary. |
Class A Redeemable Convertible
Class A Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Class A Redeemable Convertible Preferred Stock | Note F – Class A Redeemable Convertible Preferred Stock On December 30, 2015, NeoGenomics issued 14,666,667 shares of its Series A Preferred stock as part of the consideration for the acquisition of Clarient. The Series A Preferred Stock has a face value of $7.50 per share for a total liquidation value of $110 million. During the first year, the Series A Preferred Stock had a liquidation value of $100 million if the shares were redeemed prior to December 29, 2016. On December 22, 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock for $55.0 million in cash. The redemption amount per share equaled $6.8181825 ($7.50 minus the liquidation discount of 9.0909%). At September 30, 2017, 6,600,000 shares of Series A Preferred Stock were outstanding. The carrying amount of the Series A Preferred Stock at September 30, 2017 was $30.1 million as compared to the carrying amount at December 31, 2016 of $22.9 million. The increase in the carrying amount is due to the accrual of deemed dividends of approximately $2.7 million, the accretion of the beneficial conversion feature of approximately $5.1 million during the nine months ending September 30, 2017 and the additional BCF discounts for payment-in-kind shares accrued during the nine months ending September 30, 2017 of $0.6 million. Both the deemed dividends and the accretion of the beneficial conversion feature are recorded as distributions to the holders of the Series A Preferred Stock on the income statement with the corresponding entry recorded as an increase to the carrying value of the Series A Preferred Stock. Issue Discount The Company recorded the Series A Preferred Stock at a fair value of approximately $73.2 million or $4.99 per share on the date of issuance. The difference between the fair value of $73.2 million and the liquidation value of $110 million represents a discount of $36.8 million from the initial face value as a result of assessing the impact the rights and features of the instrument and their effect on the value to the Company. After the partial redemption, the Series A Preferred stock has a fair value of approximately $32.9 million or $4.99 per share. The difference between the fair value of $32.9 million and the liquidation value of $49.5 million represents a discount of approximately $16.6 million. Beneficial Conversion Features The fair value of the common stock into which the Series A Preferred Stock is convertible exceeded the allocated purchase price fair value of the Series A Preferred Stock at the date of issuance and after redemption by approximately $44.7 and $20.1 million, respectively, resulting in a beneficial conversion feature. The Company will recognize the beneficial conversion feature as non-cash, deemed dividend to the holder of Series A Preferred Stock over the first three years the Series A Preferred Stock is outstanding, as the date the stock first becomes convertible is three years from the issue date. The amount recognized for the three and nine months ended September 30, 2017 was approximately $1.7 million and $5.1 million, respectively. In addition to the beneficial conversion feature (“BCF”) recorded at the original issue date, we recorded additional BCF discounts for payment-in-kind shares accrued for quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, as dividends. After the early redemption, the face value of the remaining Series A Preferred Stock is $49.5 million. We will issue 264,000 additional shares ($49.5 million * 4.0%) / $7.50) of Series A Preferred Stock as payment-in-kind dividends for the year ending December 31, 2017, the first year dividends are payable. The additional 264,000 shares will be discounted and amortized to the income statement over the remaining period up to the earliest conversion date, which is three years from the original issue date. The additional BCF discount recorded for the three and nine months ended September 30, 2017 was approximately $201,240 and $603,720 respectively. Automatic Conversion Each share of Series A Preferred Stock issued and outstanding as of the tenth anniversary of the original issue date will automatically convert into fully paid and non-assessable shares of common stock. Classification The Company classified the Series A Preferred Stock as temporary equity on the consolidated balance sheets due to certain change in control events that are outside the Company’s control, including deemed liquidation events described in the Series A Certificate of Designation. |
Revenue Recognition and Contrac
Revenue Recognition and Contractual Adjustments | 9 Months Ended |
Sep. 30, 2017 | |
Revenue Recognition [Abstract] | |
Revenue Recognition and Contractual Adjustments | Note G – Revenue Recognition and Contractual Adjustments The Company recognizes revenues when (a) the price is fixed or determinable, (b) persuasive evidence of an arrangement exists, (c) the service is performed and (d) collectability of the resulting receivable is reasonably assured. The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent, and revenues are recognized once the diagnostic services have been performed, and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain healthcare institutions, based on the contractual rate, or in the case of Medicare, published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount estimated to be collected from non-contracted payers is recorded as an allowance to arrive at the reported net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. The Company records revenues from patient pay tests net of a large discount and as a result recognizes minimal revenue on those tests. The Company regularly reviews its historical collection experience for non-contracted payers and adjusts its expected revenues for current and subsequent periods accordingly. On January 1, 2017, we had a significant reduction in our patient fee schedule that primarily impacts the amount billed to uninsured patients. The table below shows the adjustments made to gross service revenues to arrive at net revenues (in thousands), the amount reported on our statements of operations. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross service revenues $ 85,429 $ 114,902 $ 263,229 $ 376,857 Total contractual adjustments and discounts (22,377 ) (54,141 ) (72,411 ) (193,264 ) Net revenues $ 63,052 $ 60,761 $ 190,818 $ 183,593 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity | Note H – Equity A summary of the stock option activity under the Company’s plans for the three months ended September 30, 2017 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2016 5,136,110 $ 5.76 Options granted 2,070,498 7.56 Less: Options exercised 503,320 3.73 Options canceled or expired 210,347 5.80 Options outstanding at September 30, 2017 6,492,941 6.47 Exercisable at September 30, 2017 2,137,259 5.47 Of the 6,492,941 outstanding options at September 30, 2017, 1,240,834 were variable accounted stock options issued to non-employees of the Company of which 445,833 options were vested and 795,001 options were unvested as of September 30, 2017. The fair value of each stock option award granted during the nine months ended September 30, 2017 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended September 30, 2017 Expected term (in years) 3.0 - 4.5 Risk-free interest rate (%) 1.5% Expected volatility (%) 43.5% - 53.0% Dividend yield (%) 0.0% Weighted average fair value/share at grant date $ 2.24 As of September 30, 2017, there was approximately $6.5 million of unrecognized share based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.3 years. This includes approximately $1.9 million in unrecognized expense related to the 795,001 shares of unvested variable accounted for stock options subject to fair value adjustment at the end of each reporting period based on changes in the Company’s stock price. Stock based compensation expense recognized for stock options and restricted stock and included in the consolidated statements of operations was allocated as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development expense $ 531 $ 187 $ 858 $ 550 General and administrative expense 2,229 1,499 4,954 3,484 Total stock based compensation expense $ 2,760 $ 1,686 $ 5,812 $ 4,034 Stock based compensation recorded in research and development relates to unvested options granted to a non-employee. Common Stock Warrants A summary of the warrant activity for the six months ended September 30, 2017 is as follows: Number of Weighted average shares exercise price Warrants outstanding at December 31, 2016 450,000 $ 1.49 Warrants granted — — Less: Warrants exercised 450,000 1.49 Warrants canceled or expired — — Warrants outstanding at September 30, 2017 — — Exercisable at September 30, 2017 — — During both the three months ended September 30, 2017 and 2016, we recorded $0 of warrant compensation expense. During the nine months ended September 30, 2017, we recorded $0 of warrant compensation expense and during the nine months ended September 30, 2016 we recorded a warrant compensation gain of approximately $10,000, respectively. Warrant expense (gain) for the periods presented is recorded in research and development as the expense is related to unvested performance based warrants that were granted to a non-employee. As of September 30, 2017, there were no outstanding warrants. Restricted Stock On August 31, 2017, we issued 450,000 shares of restricted common stock to Ascend Genomics as purchase consideration for the customer list acquired. The customer list was recorded as an intangible asset, see Note C – Goodwill and Intangible Assets. As a condition of the purchase, Ascend is prohibited from trading the shares for a period of six months from the closing date. Employee Stock Purchase Plan We offer an employee stock purchase plan (“ESPP”) through which eligible employees may purchase shares of our common stock at a discount. On May 25, 2017, the Company amended the ESPP, increasing the discount from 5% to 15% of the fair market value of the Company’s common stock. As a result of this change, we have recorded stock based compensation expense related to the ESPP for the quarter ended September 30, 2017. During the three months ended September 30, 2017 and 2016, employees purchased 23,664 and 26,092 shares, respectively under the ESPP. The expense recorded for these periods was $41,907 and $0, respectively. During the nine months ended September 30, 2017 and 2016, employees purchased 74,756 and 75,623 shares, respectively under the ESPP. The expense recorded for these periods was $41,907 and $0. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note I – Commitments During the three and nine months ended September 30, 2017, the Company entered into leases of approximately $683,000 and $3.2 million in laboratory and computer equipment, respectively. These leases have 36 month terms, a $1.00 buyout option at the end of the terms and interest rates ranging from 0.0% to 19.5%. The Company accounted for these lease agreements as capital leases. During the nine months ended September 30, 2017, the Company entered into a construction contract for the expansion of our laboratory in Houston, Texas. The contract is for approximately $5.0 million, which the Company intends to finance through a capital lease with a 36 month term and a $1.00 buyout option. The interest rate under this lease will vary based on the timing of the construction payments. We anticipate this project to be complete in the first quarter of 2018. |
Other Related Party Transaction
Other Related Party Transaction | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Other Related Party Transaction | Note J – Other Related Party Transaction During each of the three and nine month periods ended September 30, 2017 and 2016, Steven C. Jones was an officer, director and shareholder of the Company. In connection with his duties as Executive Vice President, Mr. Jones earned approximately $46,000 and $66,000 for the three months ended September 30, 2017 and 2016, respectively. In addition, as compensation for his services on the Board, Mr. Jones earned approximately $13,000 and $0 for the three months ended September 30, 2017 and 2016, respectively. During the nine months ended September 30, 2017 and 2016, Mr. Jones earned approximately $164,000 and $197,000, respectively in connection with his duties as Executive Vice President. Mr. Jones also received approximately $85,000 and $79,000 during the nine months ended September 30, 2017 and 2016, respectively, as payment of his annual bonus compensation for the previous fiscal years. In addition, as compensation for his services on the Board, Mr. Jones earned $25,500 and $0 for the nine months ended September 30, 2017 and 2016, respectively. During each of the three and nine month periods ending September 30, 2017 and 2016, Kevin Johnson was a director and shareholder of the Company. In May of 2017, the Company engaged Mr. Johnson to provide services as a consultant. This engagement ended in June of 2017. In connection with his role as a consultant, Mr. Johnson earned approximately $0 and $0 for the three months ended September 30, 2017 and 2016, respectively. In addition, as compensation for his services on the Board, Mr. Johnson earned approximately $14,000 and $15,000, for the three months ended September 30, 2017 and 2016, respectively and approximately $44,000 and $45,000 for the nine months ended September 30, 2017 and 2016, respectively. On May 25, 2017, the Company granted stock options and restricted stock to each of its board members as part of its annual board compensation process. Mr. Jones and Mr. Johnson were each granted 10,000 stock options and 8,667 shares of restricted stock for their Board services. The options were granted at a price of $7.27 per share and had a weighted average fair market value of $2.38 per option. The options vest ratably over the next three years. The restricted stock has a weighted average fair value of $7.27 per share and vests ratably on the last day of each calendar quarter up to March 31, 2018. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Classes of Intangible Assets | Intangible assets as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 2,633 $ 367 Customer Relationships 156 - 180 months 85,437 9,502 75,935 Non-Compete Agreement 24 months 29 1 28 Total $ 88,466 $ 12,136 $ 76,330 December 31, 2016 Amortization Period Cost Accumulated Amortization Net Trade Name 24 months $ 3,000 $ 1,508 $ 1,492 Customer Relationships 156 - 180 months $ 81,000 $ 5,428 $ 75,572 Total $ 84,000 $ 6,936 $ 77,064 |
Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of September 30, 2017 is as follows (in thousands): Remainder of 2017 $ 1,796 2018 5,710 2019 5,706 2020 5,696 2021 5,695 2022 5,695 Thereafter 46,032 Total $ 76,330 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | The following table summarizes the long term debt at September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Term Loan Facility $ 72,188 $ 75,000 Revolving Credit Facility 25,399 22,900 Auto Loans 82 202 Capital leases 9,270 10,269 Total Debt 106,939 108,371 Less: Debt issuance costs (1,878 ) (2,202 ) Less: Current portion of long-term debt (8,486 ) (8,733 ) Total Long-Term Debt, net $ 96,575 $ 97,436 |
Summary of Maturities of Long-Term Debt | Maturities of long-term debt at September 30, 2017 are summarized as follows (in thousands): Term Loan and Revolving Credit Facility Capital Lease Obligations Auto Loans Total Long-Term Debt Remainder of 2017 $ 938 $ 1,397 $ 12 $ 2,347 2018 3,750 4,677 49 8,476 2019 5,625 3,112 21 8,758 2020 5,625 617 - 6,242 2021 81,649 - - 81,649 97,587 9,803 82 107,472 Less: Interest on capital leases - (533 ) - (533 ) 97,587 9,270 82 106,939 Less: Current portion of long-term debt (3,750 ) (4,687 ) (49 ) (8,486 ) Less: Debt issuance costs (1,878 ) - - (1,878 ) Long-term debt, net $ 91,959 $ 4,583 $ 33 $ 96,575 |
Revenue Recognition and Contr18
Revenue Recognition and Contractual Adjustments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Revenue Recognition [Abstract] | |
Adjustment of Transactions Revenue | The table below shows the adjustments made to gross service revenues to arrive at net revenues (in thousands), the amount reported on our statements of operations. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross service revenues $ 85,429 $ 114,902 $ 263,229 $ 376,857 Total contractual adjustments and discounts (22,377 ) (54,141 ) (72,411 ) (193,264 ) Net revenues $ 63,052 $ 60,761 $ 190,818 $ 183,593 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the three months ended September 30, 2017 is as follows: Number of Weighted average shares exercise price Options outstanding at December 31, 2016 5,136,110 $ 5.76 Options granted 2,070,498 7.56 Less: Options exercised 503,320 3.73 Options canceled or expired 210,347 5.80 Options outstanding at September 30, 2017 6,492,941 6.47 Exercisable at September 30, 2017 2,137,259 5.47 |
Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the nine months ended September 30, 2017 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Nine Months Ended September 30, 2017 Expected term (in years) 3.0 - 4.5 Risk-free interest rate (%) 1.5% Expected volatility (%) 43.5% - 53.0% Dividend yield (%) 0.0% Weighted average fair value/share at grant date $ 2.24 |
Summary of Stock-Based Compensation Expense Recognized for Stock Options and Restricted Stock Included in Consolidated Statements of Operations | Stock based compensation expense recognized for stock options and restricted stock and included in the consolidated statements of operations was allocated as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development expense $ 531 $ 187 $ 858 $ 550 General and administrative expense 2,229 1,499 4,954 3,484 Total stock based compensation expense $ 2,760 $ 1,686 $ 5,812 $ 4,034 |
Summary of Warrant Activity | Common Stock Warrants A summary of the warrant activity for the six months ended September 30, 2017 is as follows: Number of Weighted average shares exercise price Warrants outstanding at December 31, 2016 450,000 $ 1.49 Warrants granted — — Less: Warrants exercised 450,000 1.49 Warrants canceled or expired — — Warrants outstanding at September 30, 2017 — — Exercisable at September 30, 2017 — — |
Nature of Business and Basis 20
Nature of Business and Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016 | Sep. 30, 2017USD ($)SegmentCustomer | Sep. 30, 2016 | |
Nature of Organization and Basis of Presentation [Line Items] | ||||
Number of reportable segments | Segment | 1 | |||
Percentage of consolidated assets, net revenues and net income of reportable segment | 100.00% | 100.00% | 100.00% | 100.00% |
Number of primary types of customers | Customer | 2 | |||
Errors in Revenue [Member] | ||||
Nature of Organization and Basis of Presentation [Line Items] | ||||
Reduction of revenue or accounts receivable | $ 2.4 | $ 0.6 | ||
Errors in Accounts Receivable [Member] | ||||
Nature of Organization and Basis of Presentation [Line Items] | ||||
Reduction of revenue or accounts receivable | $ (2.4) | $ (0.6) |
Recently Adopted and Issued A21
Recently Adopted and Issued Accounting Guidance - Additional Information (Detail) - Accounting Standards Update 2016-09 [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Jan. 01, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Adoption of accounting standard, cumulative-effect adjustment | $ 6,600,000 | |
Excess tax benefits as cash flows from operating activities | $ 0 | |
Income (loss) on excess tax benefits and tax deficiencies related to share based compensation | $ 0 |
Goodwill and Intangible Asset22
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 147,019,000 | $ 147,019,000 | $ 147,019,000 | |||
Changes in carrying amount of goodwill | 0 | $ 0 | ||||
Amortization of intangibles | $ 1,700,000 | $ 1,800,000 | $ 5,201,000 | $ 5,454,000 | ||
Ascend Genomics [Member] | Customer Relationships [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Intangible asset amortization period | 15 years | |||||
Ascend Genomics [Member] | Non-Compete Agreement [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Intangible asset amortization period | 2 years | |||||
Restricted Stock [Member] | Ascend Genomics [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 450,000 |
Goodwill and Intangible Asset23
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 88,466 | $ 84,000 |
Accumulated Amortization | 12,136 | 6,936 |
Total | $ 76,330 | $ 77,064 |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | 24 months |
Cost | $ 3,000 | $ 3,000 |
Accumulated Amortization | 2,633 | 1,508 |
Total | 367 | 1,492 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 85,437 | 81,000 |
Accumulated Amortization | 9,502 | 5,428 |
Total | $ 75,935 | $ 75,572 |
Non-Compete Agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 24 months | |
Cost | $ 29 | |
Accumulated Amortization | 1 | |
Total | $ 28 | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 156 months | 156 months |
Maximum [Member] | Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 180 months | 180 months |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2017 | $ 1,796 | |
2,018 | 5,710 | |
2,019 | 5,706 | |
2,020 | 5,696 | |
2,021 | 5,695 | |
2,022 | 5,695 | |
Thereafter | 46,032 | |
Total | $ 76,330 | $ 77,064 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Capital leases | $ 9,270 | $ 10,269 |
Total Debt | 106,939 | 108,371 |
Less: Debt issuance costs | (1,878) | (2,202) |
Less: Current portion of long-term debt | (8,486) | (8,733) |
Total Long-Term Debt, net | 96,575 | 97,436 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 72,188 | 75,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 25,399 | 22,900 |
Auto Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | $ 82 | $ 202 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 22, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Line Of Credit Facility [Line Items] | |||
Long-term outstanding borrowings | $ 24,461,000 | $ 21,799,000 | |
Capital Leases [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Weighted average interest rates | 4.81% | ||
Term Loan [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt Instrument, maximum borrowing capacity | $ 75,000,000 | ||
Line of credit facility incremental borrowing capacity | $ 50,000,000 | ||
Current outstanding borrowings | $ 3,800,000 | 3,800,000 | |
Long-term outstanding borrowings | 67,500,000 | 70,100,000 | |
Unamortized transaction costs | $ 939,000 | 1,100,000 | |
Interest rate description | (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories? consolidated leverage ratio (as defined in the Credit Agreement). Interest on borrowings under the Revolving Credit Facility is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into an interest rate swap agreement to hedge against changes in the variable rate of a portion of this debt. | ||
Debt instrument, maturity date | Dec. 21, 2021 | ||
Debt instrument prepayment description | The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (as defined), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories? consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty. | ||
Percentage of net cash proceeds for mandatory prepayment under facility | 100.00% | ||
Percentage of net cash proceeds from issuances or incurrence of additional debt for mandatory prepayment under facility | 100.00% | ||
Leverage ratio used to determine mandatory prepayments under credit facility | 275.00% | ||
Percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment under facility | 100.00% | ||
Term Loan [Member] | Leverage Ratio Greater Than Or Equal To 2.75:1.0 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 50.00% | ||
Term Loan [Member] | Leverage Ratio Less Than 2.75:1.0 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 0.00% | ||
Term Loan [Member] | Federal Funds Rate Plus [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 0.50% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.00% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument applicable margin | 2.25% | ||
Term Loan [Member] | LIBOR Rate Plus [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument applicable margin | 3.50% | ||
Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument applicable margin | 1.25% | ||
Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument applicable margin | 2.50% | ||
Auto Loans [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 36 months | ||
Debt instrument, Interest rate | 0.00% | ||
Auto Loans [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, Term | 60 months | ||
Debt instrument, Interest rate | 5.20% | ||
Revolving Credit Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Dec. 21, 2021 | ||
Percentage of net cash proceeds for mandatory prepayment under facility | 100.00% | ||
Percentage of net cash proceeds from issuances or incurrence of additional debt for mandatory prepayment under facility | 100.00% | ||
Leverage ratio used to determine mandatory prepayments under credit facility | 275.00% | ||
Percentage of net cash proceeds from issuances of permitted equity securities to be used for mandatory prepayment under facility | 100.00% | ||
Line of credit facility maximum borrowing capacity | $ 75,000,000 | ||
Long-term outstanding borrowings | $ 24,500,000 | 21,800,000 | |
Unamortized transaction costs | $ 939,000 | $ 1,100,000 | |
Line of credit facility swingline sublimit | $ 10,000,000 | ||
Debt instrument description | (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for Adjusted LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories? consolidated leverage ratio. | ||
Debt instrument prepayment description | The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (minus certain specified other payments), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories? consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty, subject to customary ?breakage? costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. | ||
Revolving Credit Facility [Member] | Leverage Ratio Greater Than Or Equal To 2.75:1.0 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 50.00% | ||
Revolving Credit Facility [Member] | Leverage Ratio Less Than 2.75:1.0 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Percentage of excess cash flow to be used for mandatory prepayments under facility | 0.00% | ||
Revolving Credit Facility [Member] | Federal Funds Rate Plus [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 0.50% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.00% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 2.25% | ||
Revolving Credit Facility [Member] | LIBOR Rate Plus [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 3.50% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 1.25% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument variable interest rate | 2.50% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Line Of Credit Facility [Line Items] | ||
Less: Debt issuance costs | $ (1,878) | $ (2,202) |
Remainder of 2017 | 1,397 | |
2,018 | 4,677 | |
2,019 | 3,112 | |
2,020 | 617 | |
Capital Lease Obligations | 9,803 | |
Less: Interest on capital leases | (533) | |
Capital Lease Obligations | 9,270 | 10,269 |
Less: Current portion of long-term debt | (4,687) | (4,891) |
Long-term portion of capital leases | 4,583 | 5,378 |
Remainder of 2017 | 2,347 | |
2,018 | 8,476 | |
2,019 | 8,758 | |
2,020 | 6,242 | |
2,021 | 81,649 | |
Long-term Debt and Capital Lease Obligations | 107,472 | |
Less: Interest on capital leases | (533) | |
Debt and Capital Lease Obligations | 106,939 | 108,371 |
Less: Current portion of long-term debt | (8,486) | (8,733) |
Total Long-Term Debt, net | 96,575 | 97,436 |
Term Loan and Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2017 | 938 | |
2,018 | 3,750 | |
2,019 | 5,625 | |
2,020 | 5,625 | |
2,021 | 81,649 | |
Long-term Debt | 97,587 | |
Long-Term Debt | 97,587 | |
Less: Current portion of long-term debt | (3,750) | |
Less: Debt issuance costs | (1,878) | |
Long-term debt, net | 91,959 | |
Auto Loans [Member] | ||
Line Of Credit Facility [Line Items] | ||
Remainder of 2017 | 12 | |
2,018 | 49 | |
2,019 | 21 | |
Long-term Debt | 82 | |
Long-Term Debt | 82 | $ 202 |
Less: Current portion of long-term debt | (49) | |
Long-term debt, net | $ 33 |
Derivative Instruments and He28
Derivative Instruments and Hedging Activities - Additional Information (Details) - Interest Rate Swaps [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Fixed rate of interest percentage payment | 1.59% | |
Effective date | Dec. 30, 2016 | |
Termination date | Dec. 31, 2019 | |
Total notional amount | $ 50,000,000 | $ 50,000,000 |
Fair value of derivative instrument | $ 0 | $ 0 |
Class A Redeemable Convertibl29
Class A Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | Dec. 22, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 30, 2015 |
Temporary Equity [Line Items] | |||||||
Temporary equity, shares issued | 6,600,000 | 6,600,000 | 6,600,000 | ||||
Temporary equity, face value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares outstanding | 6,600,000 | 6,600,000 | 6,600,000 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, shares issued | 14,666,667 | ||||||
Temporary equity, face value | $ 7.50 | ||||||
Temporary equity, liquidation value | $ 49,500,000 | $ 49,500,000 | $ 110,000,000 | ||||
Temporary equity, liquidation description | During the first year, the Series A Preferred Stock had a liquidation value of $100 million if the shares were redeemed prior to December 29, 2016. | ||||||
Temporary equity, liquidation at redemption | $ 100,000,000 | $ 100,000,000 | |||||
Temporary equity, shares redemption | 8,066,667 | ||||||
Temporary equity, redemption amount | $ 55,000,000 | ||||||
Temporary equity, redemption per share | $ 6.8181825 | ||||||
Redemption Discount | 9.0909% | ||||||
Temporary equity, shares outstanding | 6,600,000 | 6,600,000 | |||||
Temporary equity, carrying amount | $ 30,100,000 | $ 30,100,000 | $ 22,900,000 | ||||
Temporary equity, accrual of deemed dividends | 2,700,000 | ||||||
Temporary equity, accretion of beneficial conversion feature | 5,100,000 | ||||||
Temporary equity, fair value | $ 32,900,000 | $ 32,900,000 | $ 73,200,000 | ||||
Temporary equity issued, price per share | $ 4.99 | $ 4.99 | $ 4.99 | ||||
Temporary equity issue discount | $ 16,600,000 | $ 16,600,000 | $ 36,800,000 | ||||
Temporary equity, value of beneficial conversion feature | 20,100,000 | 20,100,000 | $ 44,700,000 | ||||
Temporary equity, recognized amount of beneficial conversion feature | 1,700,000 | 5,100,000 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | Payment In Kind Period Two [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, additional BCF discount | 201,240 | 603,720 | |||||
Temporary equity, fair value | $ 49,500,000 | $ 49,500,000 | $ 49,500,000 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | Payment In Kind Period Two [Member] | Scenario, Forecast [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, face value | $ 7.50 | ||||||
Additional preferred stock to be issued | 264,000 | ||||||
Payment-in-kind Dividend Rate per Annum in Effect | 4.00% |
Revenue Recognition and Contr30
Revenue Recognition and Contractual Adjustments - Adjustment of Transactions Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue Recognition [Abstract] | ||||
Gross service revenues | $ 85,429 | $ 114,902 | $ 263,229 | $ 376,857 |
Total contractual adjustments and discounts | (22,377) | (54,141) | (72,411) | (193,264) |
Total Revenue | $ 63,052 | $ 60,761 | $ 190,818 | $ 183,593 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Equity [Abstract] | |
Stock options, beginning balance | shares | 5,136,110 |
Stock options, granted | shares | 2,070,498 |
Stock options, exercised | shares | 503,320 |
Stock options, canceled or expired | shares | 210,347 |
Stock options, ending balance | shares | 6,492,941 |
Stock options, exercisable, ending balance | shares | 2,137,259 |
Weighted average exercise price, beginning balance | $ / shares | $ 5.76 |
Weighted average exercise price, granted | $ / shares | 7.56 |
Weighted average exercise price, exercised | $ / shares | 3.73 |
Weighted average exercise price, canceled or expired | $ / shares | 5.80 |
Weighted average exercise price, ending balance | $ / shares | 6.47 |
Weighted average exercise price, exercisable, ending balance | $ / shares | $ 5.47 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | Aug. 31, 2017 | May 25, 2017 | May 24, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option outstanding | 6,492,941 | 6,492,941 | 5,136,110 | |||||
Stock options, granted | 2,070,498 | |||||||
Unrecognized stock-based compensation cost | $ 6,500,000 | $ 6,500,000 | ||||||
Unrecognized share-based compensation expense, weighted-average recognition period | 1 year 3 months 19 days | |||||||
Stock compensation expense (gain) | $ 2,760,000 | $ 1,686,000 | $ 5,812,000 | $ 4,034,000 | ||||
Shares purchased by employees under ESPP | 23,664 | 26,092 | 74,756 | 75,623 | ||||
Restricted Stock [Member] | Ascend Genomics [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during period, shares | 450,000 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Change in discount rate | 15.00% | 5.00% | ||||||
Stock compensation expense (gain) | $ 41,907 | $ 0 | $ 41,907 | $ 0 | ||||
Warrant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrants outstanding | 0 | 0 | 450,000 | |||||
Research And Development Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock compensation expense (gain) | $ 531,000 | 187,000 | $ 858,000 | 550,000 | ||||
Research And Development Expense [Member] | Warrant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock compensation expense (gain) | $ 0 | $ 0 | $ 0 | $ (10,000) | ||||
Non-Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, granted | 1,240,834 | |||||||
Stock option vested | 445,833 | |||||||
Stock option unvested | 795,001 | 795,001 | ||||||
Unrecognized stock-based compensation cost | $ 1,900,000 | $ 1,900,000 |
Equity - Fair Value of Each Sto
Equity - Fair Value of Each Stock Option Award Granted (Detail) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (%) | 1.50% |
Dividend yield (%) | 0.00% |
Weighted average fair value/share at grant date | $ 2.24 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years |
Expected volatility (%) | 43.50% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years 6 months |
Expected volatility (%) | 53.00% |
Equity - Summary of Stock-Based
Equity - Summary of Stock-Based Compensation Expense Recognized for Stock Options and Restricted Stock Included in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,760 | $ 1,686 | $ 5,812 | $ 4,034 |
Research And Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 531 | 187 | 858 | 550 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,229 | $ 1,499 | $ 4,954 | $ 3,484 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Detail) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 450,000 |
Warrants, granted | shares | 0 |
Warrants, exercised | shares | 450,000 |
Warrants, canceled or expired | shares | 0 |
Warrants outstanding, ending balance | shares | 0 |
Warrants exercisable, ending balance | shares | 0 |
Weighted average exercise price, warrants outstanding, beginning balance | $ / shares | $ 1.49 |
Weighted average exercise price, warrants granted | $ / shares | 0 |
Weighted average exercise price, warrants exercised | $ / shares | 1.49 |
Weighted average exercise price, warrants canceled or expired | $ / shares | 0 |
Weighted average exercise price, warrants outstanding, ending balance | $ / shares | 0 |
Weighted average exercise price, warrants exercisable, ending balance | $ / shares | $ 0 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Contractual Obligation [Line Items] | |||
Capital lease obligation amount | $ 3,240,000 | $ 4,907,000 | |
Laboratory and Computer Equipment [Member] | |||
Contractual Obligation [Line Items] | |||
Capital lease obligation amount | $ 683,000 | $ 3,200,000 | |
Lease term period | 36 months | ||
Buyout option | 1 | $ 1 | |
Laboratory [Member] | |||
Contractual Obligation [Line Items] | |||
Lease term period | 36 months | ||
Buyout option | 1 | $ 1 | |
Construction contract, amount | $ 5,000,000 | $ 5,000,000 | |
Minimum [Member] | Laboratory and Computer Equipment [Member] | |||
Contractual Obligation [Line Items] | |||
Interest rate | 0.00% | 0.00% | |
Maximum [Member] | Laboratory and Computer Equipment [Member] | |||
Contractual Obligation [Line Items] | |||
Interest rate | 19.50% | 19.50% |
Other Related Party Transacti37
Other Related Party Transaction - Additional Information (Detail) - USD ($) | May 25, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Related Party Transaction [Line Items] | |||||
Options, grant date price | $ 7.56 | ||||
Executive Vice President [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees for performing duties | $ 46,000 | $ 66,000 | $ 164,000 | $ 197,000 | |
Compensation for services on the board | 13,000 | 0 | 25,500 | 0 | |
Payment of annual bonus compensation | 85,000 | 79,000 | |||
Options, number granted | 10,000 | ||||
Options, grant date price | $ 7.27 | ||||
Options, weighted average fair market value | $ 2.38 | ||||
Options, vesting period | 3 years | ||||
Executive Vice President [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Restricted shares, number granted | 8,667 | ||||
Restricted shares, weighted average fair market value | $ 7.27 | ||||
Consultant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees for performing duties | 0 | 0 | |||
Compensation for services on the board | $ 14,000 | $ 15,000 | $ 44,000 | $ 45,000 | |
Options, number granted | 10,000 | ||||
Options, grant date price | $ 7.27 | ||||
Options, weighted average fair market value | $ 2.38 | ||||
Options, vesting period | 3 years | ||||
Consultant [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Restricted shares, number granted | 8,667 | ||||
Restricted shares, weighted average fair market value | $ 7.27 |