8-K
Neogenomics Inc (NEO)
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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)
April 29, 2025
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-35756 | 74-2897368 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) | |
| 9490 NeoGenomics Way, | Fort Myers, | Florida | 33912 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(239) 768-0600
(Registrant’s telephone number, including area code)
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 class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock ($0.001 par value) | NEO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant 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 April 29, 2025, NeoGenomics, Inc. issued a press release reporting its results for its first fiscal quarter of 2025. 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 9.01 | Financial Statements and Exhibits. |
|---|
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
| 99.1 | Press Release of NeoGenomics, Inc. datedAprila99-103312025earningsrelea.htm29, 2025. |
|---|---|
| 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: | April 29, 2025 |
Document
| Exhibit 99.1 |
|---|
NeoGenomics Reports First Quarter 2025 Results
Consolidated Revenue Increased 8% to $168 million
Fort Myers, Florida (April 29, 2025) - NeoGenomics, Inc. (NASDAQ: NEO) (the “Company”), a leading provider of oncology diagnostic solutions that enable precision medicine, today announced its first-quarter results for the period ended March 31, 2025.
| First Quarter 2025 Highlights As Compared To First Quarter 2024 |
|---|
| •Consolidated revenue increased 8% to $168 million |
| •Net loss decreased 4% to $26 million |
| •Adjusted EBITDA increased 102% to positive $7 million |
“Our business is off to a solid start in 2025 with our team delivering a record number of results to patients in the first quarter and improving our adjusted EBITDA by over 100% from prior year,” said Tony Zook, CEO of NeoGenomics. “We expect to continue to accelerate growth as we expand our portfolio with upcoming product launches, win on customer experience and capitalize on our world-class sales force, supporting our mission to improve patient care.”
First-Quarter Results
Consolidated revenue for the first quarter of 2025 was $168 million, an increase of 8% over the same period in 2024 primarily due to higher volume partially offset by lower non-clinical revenue. Average revenue per clinical test (“revenue per test”) increased by 3% to $459. This increase reflects higher value tests, including NGS, and strategic reimbursement initiatives.
Consolidated gross profit for the first quarter of 2025 was $73 million, an increase of 12% compared to the first quarter of 2024. This increase was primarily due to an increase in revenue partially offset by higher compensation and benefit costs and an increase in supplies expense. Consolidated gross profit margin, including amortization of acquired intangible assets and stock-based compensation expense, was 44%. Adjusted Gross Profit Margin(1), excluding amortization of acquired intangible assets and stock-based compensation expense, was 47%.
Operating expenses for the first quarter of 2025 were $101 million, an increase of $5 million, or 5%, compared to the first quarter of 2024. Operating expenses included higher compensation and benefit costs as well as an increase in software and technology costs. These increases were partially offset by a decrease in restructuring activities due to the completion of restructuring activities in the fourth quarter of 2024 and a decrease in facilities related costs.
Net loss for the quarter decreased $1 million, or 4%, to $26 million compared to net loss of $27 million for the first quarter of 2024.
Adjusted EBITDA(1) increased $4 million, or 102%, to positive $7 million compared to positive $3 million in the first quarter of 2024. Adjusted Net Loss(1) was $0.5 million compared to Adjusted Net Loss(1) of $3 million in the first quarter of 2024.
Cash and cash equivalents and marketable securities totaled $358 million at quarter end.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 2
2025 Financial Guidance(2)
The Company revised its full-year 2025 guidance(2), as initially issued on January 15, 2025 (in millions) to reflect the inclusion of $12 million to $14 million of revenue related to the acquisition of Pathline, LLC.
| FY 2024 | Initial<br> FY 2025 Guidance | Revised<br><br>FY 2025 Guidance(2) | YOY % Change from FY 2024 | ||||
|---|---|---|---|---|---|---|---|
| (in millions) | Actual | Low | High | Low | High | Low | High |
| Consolidated revenue | $661 | $735 | $745 | $747 | $759 | 13% | 15% |
| Net loss | $(79) | $(85) | $(76) | $(85) | $(77) | (8)% | 3% |
| Adjusted EBITDA | $40 | $55 | $58 | $55 | $58 | 38% | 45% |
______________________________________
(1) 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) Income, 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.
(2) The Company reserves the right to adjust this guidance at any time. 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 guarantees of future performance.
Conference Call
The Company has scheduled a webcast and conference call to discuss its first quarter 2025 results on Tuesday, April 29, 2025 at 8:30 a.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 603651. 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. is a premier cancer diagnostics company specializing in cancer genetics testing and information services. We offer one of the most comprehensive oncology-focused testing menus across the cancer continuum, serving oncologists, pathologists, hospital systems, academic centers, and pharmaceutical firms with innovative diagnostic and predictive testing to help them diagnose and treat cancer. Headquartered in Fort Myers, FL, NeoGenomics operates a network of CAP-accredited and CLIA-certified laboratories for full-service sample processing and analysis services throughout the US and a CAP-accredited full-service sample-processing laboratory in Cambridge, United Kingdom.
We routinely post information that may be important to investors on our website at https://www.neogenomics.com.
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 2025 financial guidance. 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 assemble and maintain an effective executive team, to continue gaining new customers, offer new types of tests, integrate its acquisitions and otherwise implement its business plans, and the risks identified under the heading "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and filed with the SEC on February 18, 2025, as well as subsequently filed Quarterly Reports on Form 10-Q and the Company's other filings with the Securities and Exchange Commission.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 2
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 and on our website at www.neogenomics.com, 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.
Investor Contact
Kendra Sweeney
kendra.sweeney@neogenomics.com
Media Contact
Andrea Sampson
asampson@sampsonprgroup.com
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 3
NeoGenomics, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, 2025<br><br>(unaudited) | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 346,194 | $ | 367,012 |
| Marketable securities, at fair value | 11,886 | 19,832 | ||
| Accounts receivable, net | 151,208 | 150,540 | ||
| Inventories | 29,772 | 26,748 | ||
| Prepaid assets | 22,980 | 20,165 | ||
| Other current assets | 11,892 | 11,722 | ||
| Total current assets | 573,932 | 596,019 | ||
| Property and equipment, net | 89,603 | 94,103 | ||
| Operating lease right-of-use assets | 77,803 | 79,583 | ||
| Intangible assets, net | 331,319 | 339,681 | ||
| Goodwill | 522,766 | 522,766 | ||
| Other assets | 6,007 | 5,886 | ||
| Total non-current assets | 1,027,498 | 1,042,019 | ||
| Total assets | $ | 1,601,430 | $ | 1,638,038 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Accounts payable and other current liabilities | $ | 75,489 | $ | 97,083 |
| Current portion of operating lease liabilities | 3,075 | 3,381 | ||
| Current portion of convertible senior notes, net | 201,131 | 200,777 | ||
| Total current liabilities | 279,695 | 301,241 | ||
| Long-term liabilities | ||||
| Operating lease liabilities | 59,861 | 60,841 | ||
| Convertible senior notes, net | 340,714 | 340,335 | ||
| Deferred income tax liabilities, net | 20,970 | 21,510 | ||
| Other long-term liabilities | 11,921 | 11,772 | ||
| Total long-term liabilities | 433,466 | 434,458 | ||
| Total liabilities | $ | 713,161 | $ | 735,699 |
| Stockholders’ equity | ||||
| Total stockholders’ equity | $ | 888,269 | $ | 902,339 |
| Total liabilities and stockholders’ equity | $ | 1,601,430 | $ | 1,638,038 |
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 4
NeoGenomics, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| NET REVENUE | 168,035 | 156,240 | ||
| COST OF REVENUE | 94,789 | 90,771 | ||
| GROSS PROFIT | 73,246 | 65,469 | ||
| Operating expenses: | ||||
| General and administrative | 68,207 | 65,797 | ||
| Research and development | 10,181 | 7,620 | ||
| Sales and marketing | 22,683 | 20,221 | ||
| Restructuring charges | — | 2,398 | ||
| Total operating expenses | 101,071 | 96,036 | ||
| LOSS FROM OPERATIONS | (27,825) | (30,567) | ||
| Interest income | (3,721) | (4,834) | ||
| Interest expense | 1,618 | 1,685 | ||
| Other (income) expense, net | (65) | 263 | ||
| Loss before taxes | (25,657) | (27,681) | ||
| Income tax expense (benefit) | 266 | (620) | ||
| NET LOSS | $ | (25,923) | $ | (27,061) |
| NET LOSS PER SHARE | ||||
| Basic | $ | (0.20) | $ | (0.21) |
| Diluted | $ | (0.20) | $ | (0.21) |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
| Basic | 127,376 | 126,111 | ||
| Diluted | 127,376 | 126,111 |
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 5
NeoGenomics, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | (25,923) | $ | (27,061) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation | 9,366 | 9,905 | ||
| Amortization of intangibles | 8,362 | 8,362 | ||
| Stock-based compensation | 10,754 | 7,774 | ||
| Non-cash operating lease expense | 1,584 | 2,401 | ||
| Amortization of convertible debt discount and debt issue costs | 735 | 725 | ||
| Impairment of assets | — | 145 | ||
| Other adjustments | 37 | (57) | ||
| Changes in assets and liabilities, net | (30,242) | (28,109) | ||
| Net cash used in operating activities | (25,327) | (25,915) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Proceeds from maturities of marketable securities | 8,060 | 20,110 | ||
| Purchases of property and equipment | (4,500) | (5,585) | ||
| Net cash provided by investing activities | 3,560 | 14,525 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Repayment of equipment financing obligations | — | — | ||
| Issuance of common stock, net | 949 | 816 | ||
| Net cash provided by financing activities | 949 | 816 | ||
| Net change in cash and cash equivalents | (20,818) | (10,574) | ||
| Cash and cash equivalents, beginning of period | 367,012 | 342,488 | ||
| Cash and cash equivalents, end of period | $ | 346,194 | $ | 331,914 |
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 6
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. 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) CEO transition costs, (vii) restructuring charges, (viii) intellectual property (“IP”) litigation costs, and (ix) 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) CEO transition costs, (iv) restructuring charges, (v) IP litigation costs, and (vi) 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.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 7
Reconciliation of GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA
(in thousands)
(unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net loss (GAAP) | $ | (25,923) | $ | (27,061) |
| Adjustments to net loss: | ||||
| Interest income | (3,721) | (4,834) | ||
| Interest expense | 1,618 | 1,685 | ||
| Income tax expense (benefit) | 266 | (620) | ||
| Depreciation | 9,366 | 9,905 | ||
| Amortization of intangibles | 8,362 | 8,362 | ||
| EBITDA (non-GAAP) | $ | (10,032) | $ | (12,563) |
| Further adjustments to EBITDA: | ||||
| CEO transition costs(3) | 2,193 | — | ||
| Stock-based compensation expense | 10,754 | 7,774 | ||
| Restructuring charges | — | 2,398 | ||
| IP litigation costs(4) | 2,983 | 4,281 | ||
| Other significant expenses, net(5) | 1,172 | 1,602 | ||
| Adjusted EBITDA (non-GAAP) | $ | 7,070 | $ | 3,492 |
_________________
(3) For the three months ended March 31, 2025, CEO transition costs include severance costs, executive retention costs, and executive search costs.
(4) For the three months ended March 31, 2025 and March 31, 2024, IP litigation costs include legal fees.
(5) For the three months ended March 31, 2025, other significant (income) expenses, net, includes acquisition related expenses. For the three months ended March 31, 2024, other significant (income) expenses, net, includes site closure costs, and other non-recurring items.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 8
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 March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | ||||||
| Consolidated: | ||||||||
| Total revenue (GAAP) | $ | 168,035 | $ | 156,240 | 7.5 | % | ||
| Cost of revenue (GAAP) | $ | 94,789 | $ | 90,771 | 4.4 | % | ||
| Adjustments to cost of revenue(6) | (5,325) | (5,305) | ||||||
| Adjusted cost of revenue (non-GAAP) | $ | 89,464 | $ | 85,466 | 4.7 | % | ||
| Gross profit (GAAP) | $ | 73,246 | $ | 65,469 | 11.9 | % | ||
| Adjusted gross profit (non-GAAP ) | $ | 78,571 | $ | 70,774 | 11.0 | % | ||
| Gross profit margin (GAAP) | 43.6 | % | 41.9 | % | ||||
| Adjusted gross profit margin (non-GAAP) | 46.8 | % | 45.3 | % |
_______________
(6) Cost of revenue adjustments for the three months ended March 31, 2025 and 2024, includes $4.9 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912
Page | 9
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 March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net loss (GAAP) | $ | (25,923) | $ | (27,061) |
| Adjustments to net loss, net of tax: | ||||
| Amortization of intangibles | 8,362 | 8,362 | ||
| CEO transition costs(7) | 2,193 | — | ||
| Stock-based compensation expense | 10,754 | 7,774 | ||
| Restructuring charges | — | 2,398 | ||
| IP litigation costs(8) | 2,983 | 4,281 | ||
| Other significant expenses, net(9) | 1,172 | 1,602 | ||
| Adjusted net income/(loss) (non-GAAP) | $ | (459) | $ | (2,644) |
| Net loss per common share (GAAP) | ||||
| Diluted EPS | $ | (0.20) | $ | (0.21) |
| Adjustments to diluted loss income per share: | ||||
| Amortization of intangibles | 0.07 | 0.07 | ||
| CEO transition costs(7) | 0.02 | — | ||
| Stock-based compensation expense | 0.08 | 0.06 | ||
| Restructuring charges | — | 0.02 | ||
| IP litigation costs(8) | 0.02 | 0.03 | ||
| Other significant expenses, net(9) | 0.01 | 0.01 | ||
| Rounding and impact of diluted shares in adjusted diluted shares(10) | — | — | ||
| Adjusted diluted EPS (non-GAAP) | $ | — | $ | (0.02) |
| Weighted average shares used in computation of adjusted diluted EPS: | ||||
| Diluted common shares (GAAP) | 127,376 | 126,111 | ||
| Dilutive effect of options, restricted stock, and converted shares(11)(12) | — | — | ||
| Adjusted diluted shares outstanding (non-GAAP) | 127,376 | 126,111 |
_______________
(7) For the three months ended March 31, 2025, CEO transition costs include severance costs, executive retention costs, and executive search costs.
(8) For the three months ended March 31, 2025 and March 31, 2024, IP litigation costs include legal fees.
(9) For the three months ended March 31, 2025, other significant (income) expenses, net, includes acquisition related expenses. For the three months ended March 31, 2024, other significant (income) expenses, net, includes site closure costs, and other non-recurring items.
(10) 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.
(11) 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.
(12) 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 | 10
Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures
(in thousands, except per share amounts)
(unaudited)
GAAP net loss in 2025 will be impacted by certain charges, including: (i) expense related to the amortization of intangible assets, (ii) stock-based compensation, and (iii) 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 2025 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, 2025 | ||||
|---|---|---|---|---|
| Low Range | High Range | |||
| Net loss (GAAP) | $ | (85,000) | $ | (77,000) |
| Amortization of intangibles | 34,000 | 34,000 | ||
| Stock-based compensation expenses | 47,000 | 44,000 | ||
| Other one-time expenses | 24,000 | 24,000 | ||
| Adjusted net income (non-GAAP) | 20,000 | 25,000 | ||
| Interest and taxes | (7,000) | (7,000) | ||
| Depreciation | 42,000 | 40,000 | ||
| Adjusted EBITDA (non-GAAP) | $ | 55,000 | $ | 58,000 |
| Net loss per diluted share (GAAP) | $ | (0.66) | $ | (0.60) |
| Adjustments to net loss per diluted share: | ||||
| Amortization of intangibles | 0.27 | 0.27 | ||
| Stock-based compensation expenses | 0.37 | 0.34 | ||
| Other one-time expenses | 0.19 | 0.19 | ||
| Rounding and impact of diluted shares in adjusted diluted shares(13) | (0.01) | — | ||
| Adjusted diluted EPS(13) (non-GAAP) | $ | 0.16 | $ | 0.20 |
| Weighted average assumed shares outstanding in 2025: | ||||
| Diluted shares (GAAP) | 128,000 | 128,000 | ||
| Options, restricted stock, and converted shares not included in diluted shares(14) | — | — | ||
| Adjusted diluted shares outstanding (non-GAAP) | 128,000 | 128,000 |
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(13) 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.
(14) 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 | 11
Supplemental Information
Clinical(15) Tests Performed and Revenue
(unaudited)
| Three Months Ended March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | ||||
| Clinical(15): | ||||||
| Number of tests performed | 326,163 | 300,827 | 8.4 | % | ||
| Average revenue/test | $ | 459 | $ | 447 | 2.7 | % |
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(15) Excludes non-clinical tests and revenue.
NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912