0001077183FALSE00010771832024-07-292024-07-29

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)
July 29, 2024
 
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 July 29, 2024, NeoGenomics, Inc. issued a press release reporting its results for its second fiscal quarter of 2024. 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:July 29, 2024


earnings_header002a.jpg

Exhibit 99.1






NeoGenomics Reports Second Quarter 2024 Results

Second Quarter Revenue Increased 12% to $165 Million
Raising Revenue Guidance $655 to $667 Million and Adjusted EBITDA to $33 to $37 Million

Fort Myers, Florida (July 29, 2024) - NeoGenomics, Inc. (NASDAQ: NEO) (the Company), a leading oncology testing services company, today announced its second-quarter results for the period ended June 30, 2024.

Second Quarter 2024 Highlights As Compared To Second Quarter 2023
Consolidated revenue increased 12% to $165 million
Clinical Services revenue increased 15% to $141 million
Advanced Diagnostics revenue decreased 3% to $23 million
Net loss decreased 23% to $19 million
Adjusted EBITDA increased 630% to positive $11 million
“The second quarter represents the fourth consecutive positive Adjusted EBITDA quarter with continued strong growth in volumes, revenues, and earnings,” said Chris Smith, NeoGenomics’ Chief Executive Officer. “We are well positioned to continue the momentum in the second half of the year and are committed to expanding our broad menu to help deliver innovative care for patients and driving long term sustainable growth.
Second-Quarter Results
Consolidated revenue for the second quarter of 2024 was $165 million, an increase of 12% over the same period in 2023. Clinical Services revenue of $141 million increased year-over-year by 15%. Clinical test volume(1) increased by 6% year-over-year. Average revenue per clinical test (“revenue per test”) increased by 9% to $454. Advanced Diagnostics revenue decreased by 3% to $23 million compared to the second quarter of 2023.
Consolidated gross profit for the second quarter of 2024 was $72.5 million, an increase of 21.0% compared to the second quarter of 2023. This increase was primarily due to an increase in revenue partially offset by higher compensation and benefit costs. Consolidated gross profit margin, including amortization of acquired intangible assets and stock-based compensation expense, was 44.1%. Adjusted Gross Profit Margin(2), excluding amortization of acquired intangible assets and stock-based compensation expense, was 47.3%.
Operating expenses for the second quarter of 2023 were $94 million, an increase of $5 million, or 5%, compared to the second quarter of 2023. Operating expenses included higher compensation and benefit costs as well as an increase in legal and professional fees. These increases were partially offset by a decrease in restructuring activities.
Net loss for the quarter decreased $6 million, or 23%, to $19 million compared to net loss of $24 million for the second quarter of 2023.
Adjusted EBITDA(2) increased $13 million, or 630%, to positive $11 million compared to negative $2 million in the second quarter of 2023. Adjusted Net Income(2) was $4 million compared to Adjusted Net Loss(2) of $7 million in the second quarter of 2023.
Cash and cash equivalents and marketable securities totaled $388 million at quarter end.
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2024 Financial Guidance(3)
The Company revised its full-year 2024 guidance(3), as initially issued on February 20, 2024.
FY 2023Initial FY 2024 Guidance
Revised
FY 2024 Guidance(3)
YOY % Change from FY 2023
(in millions)ActualLowHighLowHighLowHigh
Consolidated revenue$592$650$660$655$66711%13%
Net loss$(88)$(72)$(66)$(88)$(81)—%8%
Adjusted EBITDA$3$21$24$33$371000%1133%
________________________________________
(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 second quarter 2024 results on Monday, July 29, 2024 at 4:30 p.m. Eastern Time. To access the live call via telephone, interested investors should dial (888) 506-0062 (domestic) or (973) 528-0011 (international) at least five minutes prior to the call. The participant access code provided for this call is 276062. The live webcast may be accessed by visiting the Investor Relations section of our website at ir.neogenomics.com. A replay of the webcast will be available shortly after the conclusion of the call and will be archived on the company’s website.
About NeoGenomics, Inc.
NeoGenomics, Inc. specializes in cancer genetics testing and information services, providing one of the most comprehensive oncology-focused testing menus in the world for physicians to help them diagnose and treat cancer. The Company’s Advanced Diagnostics Division 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 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 a pharmaceutical firm in Europe.
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. This press release includes forward-looking statements. These forward-looking statements address various matters, including statements regarding improving
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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, 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)
June 30, 2024
(unaudited)
December 31, 2023
ASSETS
Current assets
   Cash and cash equivalents$355,085 $342,488 
   Marketable securities, at fair value32,770 72,715 
   Accounts receivable, net146,581 131,227 
   Inventories23,214 24,156 
   Prepaid assets17,396 17,987 
   Other current assets9,157 8,239 
   Total current assets584,203 596,812 
Property and equipment, net92,158 92,012 
Operating lease right-of-use assets83,671 91,769 
Intangible assets, net356,404 373,128 
Goodwill522,766 522,766 
Other assets4,075 4,742 
      Total non-current assets1,059,074 1,084,417 
         Total assets$1,643,277 $1,681,229 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
   Accounts payable and other current liabilities$86,312 $90,694 
   Current portion of operating lease liabilities3,574 5,610 
   Current portion of convertible senior notes, net200,073 — 
      Total current liabilities
289,959 96,304 
Long-term liabilities
   Operating lease liabilities63,294 67,871 
   Convertible senior notes, net339,577 538,198 
   Deferred income tax liabilities, net23,015 24,285 
   Other long-term liabilities11,548 13,034 
      Total long-term liabilities437,434 643,388 
         Total liabilities$727,393 $739,692 
Stockholders’ equity
      Total stockholders’ equity$915,884 $941,537 
         Total liabilities and stockholders’ equity$1,643,277 $1,681,229 


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

 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
NET REVENUE
Clinical Services$141,388 $123,156 $275,923 $238,025 
Advanced Diagnostics23,114 23,761 44,819 46,112 
Total net revenue164,502 146,917 320,742 284,137 
COST OF REVENUE92,008 87,026 182,779 169,432 
GROSS PROFIT72,494 59,891 137,963 114,705 
Operating expenses:
General and administrative63,328 60,308 129,125 121,857 
Research and development7,886 7,502 15,506 14,897 
Sales and marketing21,677 18,901 41,898 35,160 
Restructuring charges1,544 3,074 3,942 7,758 
Total operating expenses94,435 89,785 190,471 179,672 
LOSS FROM OPERATIONS(21,941)(29,894)(52,508)(64,967)
Interest income(4,592)(4,308)(9,426)(7,532)
Interest expense1,666 1,784 3,351 3,541 
Other expense (income), net(730)265 (616)
Loss before taxes(19,017)(26,640)(46,698)(60,360)
Income tax benefit(375)(2,309)(995)(5,234)
NET LOSS$(18,642)$(24,331)$(45,703)$(55,126)
NET LOSS PER SHARE
Basic$(0.15)$(0.19)$(0.36)$(0.44)
Diluted$(0.15)$(0.19)$(0.36)$(0.44)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic126,405 125,356 126,257 125,192 
Diluted126,405 125,356 126,257 125,192 

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

 Six Months Ended June 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(45,703)$(55,126)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation19,651 18,523 
Amortization of intangibles16,723 17,566 
Stock-based compensation16,615 10,463 
Non-cash operating lease expense4,793 4,648 
Amortization of convertible debt discount and debt issue costs1,452 1,433 
Impairment of assets333 1,660 
Other adjustments159 
Changes in assets and liabilities, net(26,046)(13,412)
Net cash used in operating activities(12,023)(14,240)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities— (6,756)
Proceeds from maturities of marketable securities40,501 62,868 
Purchases of property and equipment(18,663)(17,421)
Net cash provided by investing activities21,838 38,691 
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing obligations— (61)
Issuance of common stock, net2,782 1,504 
Net cash provided by financing activities2,782 1,443 
Net change in cash and cash equivalents12,597 25,894 
Cash and cash equivalents, beginning of period342,488 263,180 
Cash and cash equivalents, end of period$355,085 $289,074 

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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, (ii) interest expense, (iii) tax (benefit) or expense, (iv) depreciation and amortization expense, (v) stock-based compensation expense, and, if applicable in a reporting period, (vi) restructuring charges, (vii) intellectual property (“IP”) litigation, and (viii) other significant or non-operating (income) or 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: (i) amortization of acquired intangible assets, and, if applicable in a reporting period, (ii) stock-based compensation expense.
“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) amortization of intangible assets, (ii) stock-based compensation expense, and, if applicable in a reporting period, (iii) restructuring charges, (iv) IP litigation, and (v) other significant or non-operating (income) or 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 June 30,Six Months Ended June 30,
2024202320242023
Net loss (GAAP)$(18,642)$(24,331)$(45,703)$(55,126)
Adjustments to net loss:
Interest income(4,592)(4,308)(9,426)(7,532)
Interest expense1,666 1,784 3,351 3,541 
Income tax benefit(375)(2,309)(995)(5,234)
Depreciation9,746 9,475 19,651 18,523 
Amortization of intangibles8,361 8,783 16,723 17,566 
EBITDA (non-GAAP)$(3,836)$(10,906)$(16,399)$(28,262)
Further adjustments to EBITDA:
Stock-based compensation expense8,841 5,705 16,615 10,463 
Restructuring charges1,544 3,074 3,942 7,758 
IP litigation1,962 — 6,243 — 
Other significant (income) expenses, net(4)
2,358 76 3,960 874 
Adjusted EBITDA (non-GAAP)$10,869 $(2,051)$14,361 $(9,167)
_________________
(4) For the three months ended June 30, 2024, other significant (income) expenses, net, includes site closure costs, severance costs, and fees related to non-recurring legal matters. For the three months ended June 30, 2023, other significant (income) expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the six months ended June 30, 2024, other significant (income) expenses, net, includes site closure costs, severance costs, and fees related to non-recurring legal matters. For the six months ended June 30, 2023, other significant (income) expenses, net, CEO transition costs, fees related to a regulatory matter 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 June 30,Six Months Ended June 30,
20242023% Change20242023% Change
Clinical Services:
Total revenue (GAAP)$141,388$123,15614.8 %$275,923$238,02515.9 %
Cost of revenue (GAAP)$78,094$71,7468.8 %$154,938$139,03811.4 %
Adjustments to cost of revenue(5)
(4,552)(4,263)(9,159)(8,527)
Adjusted cost of revenue (non-GAAP)$73,542$67,4839.0 %$145,779$130,51111.7 %
Gross profit (GAAP)$63,294$51,41023.1 %$120,985$98,98722.2 %
Adjusted gross profit (non-GAAP )$67,846$55,67321.9 %$130,144$107,51421.0 %
Gross profit margin (GAAP)44.8 %41.7 %43.8 %41.6 %
Adjusted gross profit margin (non-GAAP)48.0 %45.2 %47.2 %45.2 %
Advanced Diagnostics:
Total revenue (GAAP)$23,114$23,761(2.7)%$44,819$46,112(2.8)%
Cost of revenue (GAAP)$13,914$15,280(8.9)%$27,841$30,394(8.4)%
Adjustments to cost of revenue(6)
(715)(590)(1,413)(1,179)
Adjusted cost of revenue (non-GAAP)$13,199$14,690(10.1)%$26,428$29,215(9.5)%
Gross profit (GAAP)$9,200$8,4818.5 %$16,978$15,7188.0 %
Adjusted gross profit (non-GAAP )$9,915$9,0719.3 %$18,391$16,8978.8 %
Gross profit margin (GAAP)39.8 %35.7 %37.9 %34.1 %
Adjusted gross profit margin (non-GAAP)42.9 %38.2 %41.0 %36.6 %
Consolidated:
Total revenue (GAAP)$164,502$146,91712.0 %$320,742$284,13712.9 %
Cost of revenue (GAAP)$92,008$87,0265.7 %$182,779$169,4327.9 %
Adjustments to cost of revenue(5)(6)
(5,267)(4,853)(10,572)(9,706)
Adjusted cost of revenue (non-GAAP)$86,741$82,1735.6 %$172,207$159,7267.8 %
Gross profit (GAAP)$72,494$59,89121.0 %$137,963$114,70520.3 %
Adjusted gross profit (non-GAAP )$77,761$64,74420.1 %$148,535$124,41119.4 %
Gross profit margin (GAAP)44.1 %40.8 %43.0 %40.4 %
Adjusted gross profit margin (non-GAAP)47.3 %44.1 %46.3 %43.8 %
_______________
(5) Clinical Services cost of revenue adjustments for the three months ended June 30, 2024 includes $4.3 million of amortization of acquired intangible assets and $0.2 million of stock-based compensation. Clinical Services cost of revenue adjustments for the three months ended June 30, 2023 includes $4.3 million of amortization of acquired intangible assets. Clinical Services cost of revenue adjustments for the six months ended June 30, 2024 includes $8.6 million of amortization of acquired intangible assets and $0.5 million of stock-based compensation. Clinical Services cost of revenue adjustments for the six months ended June 30, 2023 includes $8.5 million of amortization of acquired intangible assets. There were no stock-based compensation amounts recorded for the three and six months ended June 30, 2023.
(6) Advanced Diagnostics cost of revenue adjustments for the three months ended June 30, 2024 includes $0.6 million of amortization of acquired intangible assets and $0.1 million of stock-based compensation. Advanced Diagnostics cost of revenue adjustments for the three months ended June 30, 2023 includes $0.6 million of amortization of acquired intangible assets. Advanced Diagnostics cost of revenue
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adjustments for the six months ended June 30, 2024 includes $1.2 million of amortization of acquired intangible assets and $0.2 million of stock-based compensation. Advanced Diagnostics cost of revenue adjustments for the six months ended June 30, 2023 includes $1.2 million of amortization of acquired intangible assets. There were no stock-based compensation amounts recorded for the three and six months ended June 30, 2023.
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Reconciliation of GAAP Net Loss to Non-GAAP Adjusted Net Loss
and GAAP EPS to Non-GAAP Adjusted EPS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss (GAAP)$(18,642)$(24,331)$(45,703)$(55,126)
Adjustments to net loss, net of tax:
Amortization of intangibles8,361 8,783 16,723 17,566 
Stock-based compensation expense8,841 5,705 16,615 10,463 
Restructuring charges1,544 3,074 3,942 7,758 
IP litigation1,962 — 6,243 — 
Other significant (income) expenses, net(7)
2,358 76 3,960 874 
Adjusted net loss (non-GAAP)$4,424 $(6,693)$1,780 $(18,465)
Net loss per common share (GAAP)
Diluted EPS$(0.15)$(0.19)$(0.36)$(0.44)
Adjustments to diluted loss income per share:
Amortization of intangibles0.07 0.07 0.13 0.14 
Stock-based compensation expense0.07 0.05 0.13 0.08 
Restructuring charges0.01 0.02 0.03 0.06 
IP litigation0.02 — 0.05 — 
Other significant (income) expenses, net(7)
0.02 — 0.03 0.01 
Rounding and impact of diluted shares in adjusted diluted shares(8)
(0.01)— — — 
Adjusted diluted EPS (non-GAAP)$0.03 $(0.05)$0.01 $(0.15)
Weighted average shares used in computation of adjusted diluted EPS:
Diluted common shares (GAAP)126,405 125,356 126,257 125,192 
Dilutive effect of options, restricted stock, and converted shares(9)(10)
— — — — 
Adjusted diluted shares outstanding (non-GAAP)126,405 125,356 126,257 125,192 
_________________
(7) For the three months ended June 30, 2024, other significant (income) expenses, net, includes site closure costs, severance costs, and fees related to non-recurring legal matters. For the three months ended June 30, 2023, other significant (income) expenses, net, includes fees related to a regulatory matter and other non-recurring items. For the six months ended June 30, 2024, other significant (income) expenses, net, includes includes site closure costs, severance costs, and fees related to non-recurring legal matters. For the six months ended June 30, 2023, other significant (income) expenses, net, includes CEO transition costs, fees related to a regulatory matter 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 | 12
Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures
(in thousands, except per share amounts)
(unaudited)
GAAP net loss in 2024 will be impacted by certain charges, including: (i) expense related to the amortization of intangible assets, (ii) stock-based compensation, (iii) restructuring charges, and (iv) other one-time expenses. 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 2024 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, 2024
Low RangeHigh Range
Net loss (GAAP)$(88,000)$(81,000)
Amortization of intangibles33,000 33,000 
Stock-based compensation expenses33,000 32,000 
Restructuring charges5,000 5,000 
Other one-time expenses20,000 20,000 
Adjusted net loss (non-GAAP)3,000 9,000 
Interest and taxes(11,000)(11,000)
Depreciation41,000 39,000 
Adjusted EBITDA (non-GAAP)$33,000 $37,000 
Net loss per diluted share (GAAP)$(0.69)$(0.64)
Adjustments to net loss per diluted share:
Amortization of intangibles0.26 0.26 
Stock-based compensation expenses0.26 0.25 
Restructuring charges0.04 0.04 
Other one-time expenses0.16 0.16 
Rounding and impact of diluted shares in adjusted diluted shares(11)
(0.01)— 
Adjusted diluted EPS(12) (non-GAAP)
$0.02 $0.07 
Weighted average assumed shares outstanding in 2024:
Diluted shares (GAAP)127,000 127,000 
Options, restricted stock, and converted shares not included in diluted shares(12)
— — 
Adjusted diluted shares outstanding (non-GAAP)127,000 127,000 
_________________
(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 | 13
Supplemental Information
Clinical(13) Tests Performed and Revenue
(unaudited)
Three Months Ended June 30,Six Months Ended June 30,
20242023% Change20242023% Change
Clinical(13):
Number of tests performed311,670 295,116 5.6 %612,497 580,592 5.5 %
Average revenue/test$454 $417 8.9 %$450 $410 9.8 %
_________________
(13) Excludes tests and revenue for Advanced Diagnostics.




NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
v3.24.2
Cover
Jul. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 29, 2024
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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