0001077183FALSE00010771832023-11-062023-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 
 
FORM 8-K  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 6, 2023
 
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter) 
 
Nevada
001-35756
74-2897368
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
9490 NeoGenomics Way, Fort Myers,Florida33912
(Address of principal executive offices)(Zip Code)
(239) 768-0600
(Registrant’s telephone number, including area code) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered
Common stock ($0.001 par value)NEOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐ 





Item 2.02
Results of Operations and Financial Condition.
On November 6, 2023, NeoGenomics, Inc. issued a press release reporting its results for its third fiscal quarter of 2023. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
 
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NEOGENOMICS, INC.
By:/s/ Jeffrey S. Sherman
Name:Jeffrey S. Sherman
Title:Chief Financial Officer
Date:November 6, 2023


earnings_header002a.jpg

Exhibit 99.1





NeoGenomics Reports Third Quarter 2023 Results
Third Quarter Revenue Increased 18% to $152 Million


Fort Myers, Florida (November 6, 2023) - NeoGenomics, Inc. (NASDAQ: NEO) (the “Company”), a leading oncology testing services company, today announced its third-quarter results for the period ended September 30, 2023 as compared to September 30, 2022.

Third Quarter 2023 Highlights
Q3 2023 Results
•Consolidated revenue increased 18% to $152 million
•Clinical Services revenue increased 20% to $128 million
•Advanced Diagnostics revenue increased 8% to $24 million
•Net loss decreased 50% to $19 million
•Adjusted EBITDA increased 129% to positive $3 million
Raised Full-Year 2023 Guidance
•Raised revenue guidance to a range of $585 million - $592 million, representing 15% - 16% year-over-year growth
•Raised Adjusted EBITDA guidance to a range of $4 million loss - $1 million loss, representing a 92% - 98% year-over-year increase

“We had another strong quarter in which we delivered significant revenue growth over prior year, continued to gain operating leverage as we achieved positive adjusted EBITDA, and improved turnaround time for our customers for the fourth consecutive quarter,” said Chris Smith, Chief Executive Officer of NeoGenomics. “With this strong momentum, we are pleased to be raising our annual guidance and believe we are well-positioned to deliver long-term sustainable growth.”
Third-Quarter Results
Consolidated revenue for the third quarter of 2023 was $152 million, an increase of 18% over the same period in 2022. Clinical Services revenue was $128 million, an increase of 20% compared to the third quarter of 2022. Clinical test volume(1) increased by 7% year-over-year. Average revenue per clinical test (“revenue per test”) increased by 12% to $440. Advanced Diagnostics revenue was $24 million, an increase of 8% compared to the third quarter of 2022.
Consolidated gross profit for the third quarter of 2023 was $62.3 million, an increase of 27.4% compared to the third quarter of 2022. This increase was primarily due to an increase in revenue partially offset by higher compensation and benefits costs and an increase in supplies expense. Consolidated gross profit margin, including amortization of acquired Inivata developed technology intangible assets, was 41.0%. Adjusted Gross Profit Margin(2), excluding amortization of acquired Inivata developed technology intangible assets, was 44.2%.
Operating expenses for the third quarter of 2023 were $87 million, a decrease of $2 million, or 2%, compared to the third quarter of 2022. Operating expenses included a decrease in net loss on disposal of assets, a decrease in
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professional fees, a decrease in relocation costs, and a decrease in recruiting expenses. These decreases were partially offset by higher compensation and benefit costs, including non-cash stock-based compensation expense.
Net loss for the quarter decreased $18 million, or 50%, to $19 million compared to net loss of $37 million for the third quarter of 2022.
Adjusted EBITDA(2) increased $15 million, or 129%, to positive $3 million compared to negative $12 million in the third quarter of 2022. Adjusted Net Loss(2) was $0.3 million compared to Adjusted Net Loss(2) of $18 million in the third quarter of 2022.
Cash and cash equivalents and marketable securities totaled $402 million at quarter end.
2023 Financial Guidance(3)
The Company again revised its full-year 2023 guidance(3), as most recently revised on August 8, 2023.
FY 2022August 8, 2023
 FY 2023 Guidance
Revised
FY 2023 Guidance(3)
YOY % Change from FY 2022
(in millions)ActualLowHighLowHighLowHigh
Consolidated revenue$510$565$575$585$59215%16%
Net loss$(144)$(107)$(100)$(95)$(89)34%38%
Adjusted EBITDA$(48)$(13)$(10)$(4)$(1)92%98%

________________________________________
(1) Clinical testing excludes tests and revenue for Advanced Diagnostics.
(2) The Company has provided adjusted financial information that has not been prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Gross Profit Margin, Adjusted Net Loss, and Adjusted Diluted EPS. Each of these measures is defined in the section of this report entitled “Use of Non-GAAP Financial Measures.” See also the tables reconciling such measures to their closest GAAP equivalent.
(3) The Company reserves the right to adjust this guidance at any time based on the ongoing execution of its business plan. Current and prospective investors are encouraged to perform their own due diligence before buying or selling any of the Company’s securities, and are reminded that the foregoing estimates should not be construed as a guarantee of future performance.
Conference Call
The Company has scheduled a webcast and conference call to discuss its third quarter 2023 results on Monday, November 6, 2023 at 4:30 p.m. Eastern Time. Interested individuals should dial (888) 506-0062 (domestic) and (973) 528-0011 (international) at least five minutes prior to the call. The participant access code provided for this call is 646523. The webcast will be archived and available for replay shortly after the conclusion of the call. It may be accessed under the Investor Relations section of our website at ir.neogenomics.com.
About NeoGenomics, Inc.
NeoGenomics, Inc. specializes in cancer genetics testing and information services, providing one of the most comprehensive oncology-focused testing menus for physicians to help them diagnose and treat cancer. The Company’s Advanced Diagnostic Division also serves pharmaceutical clients in clinical trials and drug development.
NeoGenomics is committed to connecting patients with life altering therapies and trials. We believe that, together, with our partners, we can help patients with cancer today and the next person diagnosed tomorrow. In carrying out these commitments, NeoGenomics adheres to relevant data protection laws, provides transparency and choice to patients regarding the handling and use of their data through our Notice of Privacy Practices, and has invested in leading technologies to secure the data we maintain.
Headquartered in Fort Myers, FL, NeoGenomics operates CAP accredited and CLIA certified laboratories for full-service sample processing in Fort Myers, Florida; Aliso Viejo and San Diego, California; Research Triangle Park, North Carolina; and Houston, Texas; and a CAP accredited full-service, sample-processing laboratory in Cambridge, United Kingdom. NeoGenomics also has several, small, non-processing laboratory locations across
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the United States for providing analysis services. NeoGenomics serves the needs of pathologists, oncologists, academic centers, hospital systems, pharmaceutical firms, integrated service delivery networks, and managed care organizations throughout the United States, and pharmaceutical firms in Europe and Asia.
Forward Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “guidance,” “plan,” “potential” and other words of similar meaning, although not all forward-looking statements include these words. These forward-looking statements address various matters, including statements regarding improving operational efficiency, returning to profitable growth and its ongoing executive recruitment process. Each forward-looking statement contained in this press release is subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to identify and implement appropriate financial and operational initiatives to improve performance, to identify and recruit executive candidates, to continue gaining new customers, respond to the effects of the COVID-19 outbreak, offer new types of tests, integrate its acquisitions and otherwise implement its business plan, and the risks identified under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission.
We caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document (unless another date is indicated), and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
For further information, please contact:
NeoGenomics, Inc.
Kendra Sweeney
Vice President, Investor Relations and ESG
kendra.sweeney@neogenomics.com
T: +1-239-877-7474


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NeoGenomics, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
September 30, 2023		December 31, 2022
ASSETS
Current assets
   Cash and cash equivalents$306,239 $263,180 
   Marketable securities, at fair value96,025 174,809 
   Accounts receivable, net132,640 119,711 
   Inventories24,053 24,277 
   Prepaid assets18,676 15,237 
   Other current assets9,317 8,077 
   Total current assets586,950 605,291 
Property and equipment, net94,517 102,499 
Operating lease right-of-use assets87,131 96,109 
Intangible assets, net381,910 408,260 
Goodwill522,766 522,766 
Other assets4,967 5,109 
      Total non-current assets1,091,291 1,134,743 
         Total assets$1,678,241 $1,740,034 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
   Accounts payable and other current liabilities$86,709 $83,278 
   Current portion of equipment financing obligations4 70 
   Current portion of operating lease liabilities6,213 6,584 
      Total current liabilities
92,926 89,932 
Long-term liabilities
   Convertible senior notes, net537,475 535,322 
   Operating lease liabilities62,007 68,952 
   Deferred income tax liabilities, net25,370 34,750 
   Other long-term liabilities13,035 13,055 
      Total long-term liabilities637,887 652,079 
         Total liabilities$730,813 $742,011 
Stockholders’ equity
      Total stockholders’ equity$947,428 $998,023 
         Total liabilities and stockholders’ equity$1,678,241 $1,740,034 


 
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 NeoGenomics, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
NET REVENUE
Clinical Services$127,553 $106,162 $365,578 $310,588 
Advanced Diagnostics24,401 22,620 70,513 60,435 
Total net revenue151,954 128,782 436,091 371,023 
COST OF REVENUE89,643 79,889 259,075 239,952 
GROSS PROFIT62,311 48,893 177,016 131,071 
Operating expenses:
General and administrative61,486 64,282 183,343 188,481 
Research and development5,285 7,312 20,182 23,651 
Sales and marketing17,610 16,809 52,770 50,179 
Restructuring charges2,125 — 9,883 — 
Total operating expenses86,506 88,403 266,178 262,311 
LOSS FROM OPERATIONS(24,195)(39,510)(89,162)(131,240)
Interest (income) expense, net(2,840)139 (6,831)2,366 
Other (income) expense, net96 (25)(520)212 
Loss before taxes(21,451)(39,624)(81,811)(133,818)
Income tax benefit(2,935)(2,772)(8,169)(12,255)
NET LOSS$(18,516)$(36,852)$(73,642)$(121,563)
NET LOSS PER SHARE
Basic$(0.15)$(0.30)$(0.59)$(0.98)
Diluted$(0.15)$(0.30)$(0.59)$(0.98)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic125,687 124,425 125,358 124,055 
Diluted125,687 124,425 125,358 124,055 

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NeoGenomics, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 Nine Months Ended September 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(73,642)$(121,563)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation27,872 25,894 
Amortization of intangibles26,350 25,470 
Non-cash stock-based compensation17,643 20,009 
Non-cash operating lease expense6,860 7,375 
Amortization of convertible debt discount and debt issuance costs2,154 2,125 
Loss on disposal of assets, net334 3,066 
Impairment of assets1,703 — 
Gain on sale of assets held for sale— (2,048)
Other adjustments122 1,428 
Changes in assets and liabilities, net(29,133)(24,064)
Net cash used in operating activities(19,737)(62,308)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities(6,756)(73,973)
Proceeds from maturities of marketable securities87,963 89,812 
Purchases of property and equipment(21,695)(26,357)
Proceeds from assets held for sale— 12,098 
Net cash provided by investing activities59,512 1,580 
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing obligations(66)(706)
Issuance of common stock, net3,350 10,733 
Net cash provided by financing activities3,284 10,027 
Net change in cash and cash equivalents43,059 (50,701)
Cash and cash equivalents, beginning of period263,180 316,827 
Cash and cash equivalents, end of period$306,239 $266,126 

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Use of Non-GAAP Financial Measures
In order to provide greater transparency regarding our operating performance, the financial results and financial guidance in this press release refer to certain non-GAAP financial measures that involve adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management believes are not directly attributable to the Company’s core operating results and/or certain items that are inconsistent in amounts and frequency, making it difficult to perform a meaningful evaluation of our current or past operating performance. Management believes that the presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors by facilitating the analysis of the Company’s core test-level operating results across reporting periods and when comparing those same results to those published by our peers. These non-GAAP financial measures may also assist investors in evaluating future prospects. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage the business. These non-GAAP financial measures do not replace the presentation of financial information in accordance with U.S. GAAP financial results, should not be considered measures of liquidity, and are unlikely to be comparable to non-GAAP financial measures provided by other companies.
Definitions of Non-GAAP Measures
Non-GAAP Adjusted EBITDA
“Adjusted EBITDA” is defined by NeoGenomics as net (loss) income from continuing operations before: (i) interest (income) expense, net, (ii) tax (benefit) or expense, (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation expense, and, if applicable in a reporting period, (v) acquisition and integration related expenses, (vi) CEO transition costs, (vii) restructuring costs, and (viii) other significant or non-operating expenses, net.
Non-GAAP Adjusted Cost of Revenue, Adjusted Gross Profit and Adjusted Gross Profit Margin
“Adjusted cost of revenue” is defined by NeoGenomics as cost of revenue before amortization expense of acquired Inivata developed technology intangible assets.
“Adjusted gross profit” is defined by NeoGenomics as total revenue less adjusted cost of revenue.
“Adjusted gross profit margin” is defined by NeoGenomics as adjusted cost of revenue divided by total revenue.
Non-GAAP Adjusted Net (Loss) Income
“Adjusted net (loss) income” is defined by NeoGenomics as net (loss) income from continuing operations plus: (i) non-cash amortization of intangible assets, (ii) non-cash stock-based compensation expense, and, if applicable in a reporting period, (iii) acquisition and integration related expenses, (iv) CEO transition costs, (v) restructuring costs, and (vi) other significant or non-operating expenses, net. If GAAP net (loss) income is negative and adjusted net (loss) income is positive, adjusted net (loss) income will also be adjusted to reverse any recognized interest expense (including any amortization of discounts) on the convertible notes using the if-converted method unless the effect of this adjustment on both the adjusted net (loss) income and weighted average diluted common shares outstanding would be anti-dilutive. If GAAP net (loss) income is positive and adjusted net (loss) income is negative, adjusted net (loss) income will also be adjusted to reverse any recognized interest expense (including any amortization of discounts) on the convertible notes using the if-converted method.
Non-GAAP Adjusted Diluted EPS
“Adjusted diluted EPS” is defined by NeoGenomics as adjusted net (loss) income divided by adjusted diluted shares outstanding. If GAAP net (loss) income is negative and adjusted net (loss) income is positive, adjusted diluted shares outstanding will also include any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive. If GAAP net (loss) income is positive and adjusted net (loss) income is negative, adjusted diluted shares outstanding will exclude any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period.

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Reconciliation of GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA
(in thousands)
(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net loss (GAAP)$(18,516)$(36,852)$(73,642)$(121,563)
Adjustments to net loss:
Interest (income) expense, net(2,840)139 (6,831)2,366 
Income tax benefit(2,935)(2,772)(8,169)(12,255)
Depreciation9,349 8,973 27,872 25,894 
Amortization of intangibles8,784 8,490 26,350 25,470 
EBITDA (non-GAAP)$(6,158)$(22,022)$(34,420)$(80,088)
Further adjustments to EBITDA:
Acquisition and integration related expenses— 197 — 2,479 
CEO transition costs— 2,792 500 4,518 
Non-cash stock-based compensation expense7,180 4,280 17,643 20,009 
Restructuring charges2,125 — 9,883 — 
Other significant expenses, net(4)
158 3,195 532 6,240 
Adjusted EBITDA (non-GAAP)$3,305 $(11,558)$(5,862)$(46,842)
_________________
(4) For the three months ended September 30, 2023, other significant expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the three months ended September 30, 2022, other significant expenses, net, includes consulting fees related to Project Catalyst (our value capture program), fees related to a regulatory matter and other non-recurring items. For the nine months ended September 30, 2023, other significant expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the nine months ended September 30, 2022, other significant expenses, net, includes fees related to a regulatory matter, consulting fees related to Project Catalyst (our value capture program), moving costs, a gain on the sale of a building and other non-recurring items.
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Reconciliation of Segment and Consolidated GAAP Cost of Revenue, Gross Profit and Gross Profit Margin to
Non-GAAP Adjusted Cost of Revenue, Adjusted Gross Profit and Adjusted Gross Profit Margin
(dollars in thousands)
(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
20232022% Change20232022% Change
Clinical Services:
Total revenue (GAAP)$127,553$106,16220.1 %$365,578$310,58817.7 %
Cost of revenue (GAAP)$73,994$65,26113.4 %$213,032$197,5637.8 %
Adjustments to cost of revenue(5)
(4,264)(4,264)(12,792)(12,792)
Adjusted cost of revenue (non-GAAP)$69,730$60,99714.3 %$200,240$184,7718.4 %
Gross profit (GAAP)$53,559$40,90130.9 %$152,546$113,02535.0 %
Adjusted gross profit (non-GAAP )$57,823$45,16528.0 %$165,338$125,81731.4 %
Gross profit margin (GAAP)42.0 %38.5 %41.7 %36.4 %
Adjusted gross profit margin (non-GAAP)45.3 %42.5 %45.2 %40.5 %
Advanced Diagnostics:
Total revenue (GAAP)$24,401$22,6207.9 %$70,513$60,43516.7 %
Cost of revenue (GAAP)$15,649$14,6287.0 %$46,043$42,3898.6 %
Adjustments to cost of revenue(6)
(589)(589)(1,768)(1,767)
Adjusted cost of revenue (non-GAAP)$15,060$14,0397.3 %$44,275$40,6229.0 %
Gross profit (GAAP)$8,752$7,9929.5 %$24,470$18,04635.6 %
Adjusted gross profit (non-GAAP )$9,341$8,5818.9 %$26,238$19,81332.4 %
Gross profit margin (GAAP)35.9 %35.3 %34.7 %29.9 %
Adjusted gross profit margin (non-GAAP)38.3 %37.9 %37.2 %32.8 %
Consolidated:
Total revenue (GAAP)$151,954$128,78218.0 %$436,091$371,02317.5 %
Cost of revenue (GAAP)$89,643$79,88912.2 %$259,075$239,9528.0 %
Adjustments to cost of revenue(5)(6)
(4,853)(4,853)(14,560)(14,559)
Adjusted cost of revenue (non-GAAP)$84,790$75,03613.0 %$244,515$225,3938.5 %
Gross profit (GAAP)$62,311$48,89327.4 %$177,016$131,07135.1 %
Adjusted gross profit (non-GAAP )$67,164$53,74625.0 %$191,576$145,63031.5 %
Gross profit margin (GAAP)41.0 %38.0 %40.6 %35.3 %
Adjusted gross profit margin (non-GAAP)44.2 %41.7 %43.9 %39.3 %
_________________
(5) Clinical Services cost of revenue adjustments for both the three months ended September 30, 2023 and September 30, 2022 include $4.3 million of amortization of acquired Inivata developed technology intangible assets. Clinical Services cost of revenue adjustments for both the nine months ended September 30, 2023 and September 30, 2022 include $12.8 million of amortization of acquired Inivata developed technology intangible assets.
(6) Advanced Diagnostics cost of revenue adjustments for both the three months ended September 30, 2023 and September 30, 2022 include $0.6 million of amortization of acquired Inivata developed technology intangible assets. Advanced Diagnostics cost of revenue adjustments for the nine months ended September 30, 2023 and September 30, 2022 include $1.8 million of amortization of acquired Inivata developed technology intangible assets.
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Reconciliation of GAAP Net Loss to Non-GAAP Adjusted Net Loss
and GAAP EPS to Non-GAAP Adjusted EPS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net loss (GAAP)$(18,516)$(36,852)$(73,642)$(121,563)
Adjustments to net loss, net of tax:
Amortization of intangibles8,784 8,490 26,350 25,470 
Acquisition and integration related expenses— 197 — 2,479 
CEO transition costs— 2,792 500 4,518 
Non-cash stock-based compensation expense7,180 4,280 17,643 20,009 
Restructuring charges2,125 — 9,883 — 
Other significant expenses, net(7)
158 3,195 532 6,240 
Adjusted net loss (non-GAAP)$(269)$(17,898)$(18,734)$(62,847)
Net loss per common share (GAAP)
Diluted EPS$(0.15)$(0.30)$(0.59)$(0.98)
Adjustments to diluted loss income per share:
Amortization of intangibles0.07 0.07 0.21 0.21 
Acquisition and integration related expenses— — — 0.02 
CEO transition costs— 0.02 — 0.04 
Non-cash stock-based compensation expense0.06 0.03 0.14 0.16 
Restructuring charges0.02 — 0.08 — 
Other significant expenses, net(7)
— 0.03 — 0.05 
Rounding and impact of diluted shares in adjusted diluted shares(8)
— 0.01 0.01 (0.01)
Adjusted diluted EPS (non-GAAP)$— $(0.14)$(0.15)$(0.51)
Weighted average shares used in computation of adjusted diluted EPS:
Diluted common shares (GAAP)125,687 124,425 125,358 124,055 
Dilutive effect of options, restricted stock, and converted shares(9)(10)
— — — — 
Adjusted diluted shares outstanding (non-GAAP)125,687 124,425 125,358 124,055 
_________________
(7) For the three months ended September 30, 2023, other significant expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the three months ended September 30, 2022, other significant expenses, net, includes consulting fees related to Project Catalyst (our value capture program), fees related to a regulatory matter and other non-recurring items. For the nine months ended September 30, 2023, other significant expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the nine months ended September 30, 2022, other significant expenses, net, includes fees related to a regulatory matter, consulting fees related to Project Catalyst (our value capture program), moving costs, a gain on the sale of a building and other non-recurring items.
(8) This adjustment is for rounding and, in those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive or GAAP net (loss) income is positive and adjusted net (loss) income is negative, also compensates for the effects of additional diluted shares included or excluded in adjusted diluted shares outstanding for the treasury stock impact of outstanding stock options and restricted stock and the if-converted impact of convertible notes.
(9) In those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, this adjustment includes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive.
(10) In those periods in which GAAP net (loss) income is positive and adjusted net (loss) income is negative, this adjustment excludes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 11
Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures
(in thousands, except per share amounts)
(unaudited)
GAAP net loss in 2023 will be impacted by certain charges, including: (i) expense related to the amortization of intangible assets, (ii) non-cash stock-based compensation, (iii) restructuring charges and (iv) other significant or non-operating expenses, net. These charges have been included in GAAP net loss available to stockholders and GAAP net loss per share; however, they have been removed from adjusted net loss and adjusted diluted net loss per share.
The following table reconciles the Company’s 2023 outlook for net loss and EPS to the corresponding non-GAAP measures of adjusted net loss, adjusted EBITDA, and adjusted diluted EPS:
Year Ended December 31, 2023
Low RangeHigh Range
Net loss (GAAP)$(94,000)$(89,000)
Amortization of intangibles35,000 35,000 
Non-cash stock-based compensation25,000 24,000 
Restructuring charges10,000 10,000 
Other significant expenses, net1,000 1,000 
Adjusted net loss (non-GAAP)(23,000)(19,000)
Interest and taxes(19,000)(19,000)
Depreciation38,000 37,000 
Adjusted EBITDA (non-GAAP)$(4,000)$(1,000)
Net loss per diluted share (GAAP)$(0.75)$(0.71)
Adjustments to net loss per diluted share:
Amortization of intangibles0.28 0.28 
Non-cash stock-based compensation expenses0.20 0.19 
Restructuring charges0.08 0.08 
Other significant expenses, net0.01 0.01 
Rounding and impact of diluted shares in adjusted diluted shares(11)
— — 
Adjusted diluted EPS(12) (non-GAAP)
$(0.18)$(0.15)
Weighted average assumed shares outstanding in 2023:
Diluted shares (GAAP)126,000 126,000 
Options, restricted stock, and converted shares not included in diluted shares(12)
— — 
Adjusted diluted shares outstanding (non-GAAP)126,000 126,000 
_________________
(11) This adjustment is for rounding and, in those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, also compensates for the effects of additional diluted shares included in adjusted diluted shares outstanding for the treasury stock impact of outstanding stock options and restricted stock and the if-converted impact of convertible notes.
(12) For those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, this adjustment includes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 12
Supplemental Information
Clinical(13) Tests Performed and Revenue
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
20232022% Change20232022% Change
Clinical(13):
Number of tests performed289,637 270,899 6.9 %870,229 809,916 7.4 %
Average revenue/test$440 $392 12.2 %$420 $383 9.7 %
_________________
(13) Excludes tests and revenue for Advanced Diagnostics.




NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
v3.23.3
Cover
Nov. 06, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2023
Entity Registrant Name NEOGENOMICS, INC.
Entity Central Index Key 0001077183
Amendment Flag false
Entity Incorporation, State or Country Code NV
Entity File Number 001-35756
Entity Tax Identification Number 74-2897368
Entity Address, Address Line One 9490 NeoGenomics Way,
Entity Address, City or Town Fort Myers,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33912
City Area Code (239)
Local Phone Number 768-0600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock ($0.001 par value)
Trading Symbol NEO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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