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Building One Growth-Driven Company l 1Building One Growth-Driven Company l 1
Company Overview Presentation
November 2016
Building One Growth-Driven Company l 2
Forward-looking Statements
This presentation contains statements which constitute forward-looking statements within
the meaning of Section 27A of the Securities Act, as amended; Section 21E of the Securities
Exchange Act of 1934; and the Private Securities Litigation Reform Act of 1995. The words
“may”, “would”, “could”, “will”, “expect”, “estimate”, “anticipate”, “believe”, “intend”, “plan”,
“goal”, and similar expressions and variations thereof are intended to specifically identify
forward-looking statements. All statements that are not statements of historical fact are
forward-looking statements.
Investors and prospective investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking statements
as a result of various factors. The risks that might cause such differences are identified in
our filings with the Securities and Exchange Commission. We undertake no obligation to
publicly update or revise the forward looking statements made in this presentation to reflect
events or circumstances after the date of this presentation or to reflect the occurrence of
unanticipated events.
Building One Growth-Driven Company l 3
Investment Highlights
Fast growing cancer genetics
lab servicing Oncologists,
Pathologists and Hospitals
Strategic client
partnerships created by
“Tech-Only” model
Dynamic, rapidly-
growing and consolidating
industry
Industry-leading revenue
& test volume growth
Most Comprehensive Cancer
Testing Menu in Industry
Strong Management Team
with large cap lab
experience
Acquisition of Clarient on 12/30/15 Should more than
Double Revenue and more than Triple Adj. EBITDA in 2016
Building One Growth-Driven Company l 4
NeoGenomics At a Glance
Pure-Play, Comprehensive Cancer Genetics Laboratory with Above Market Growth Rates
Ticker: NEO
Stock Price (11/21/16): $9.12
Avg. Daily Volume (3 Mos.): 298K
52 Week Low/High: $5.49/9.54
% Held by Insiders: 17.5%
Market Cap (11/21/16) $716.4 MM
Debt (MRQ) 63.4
Preferred Stock (Liquid. Pref.) 110.0
Less Cash (MRQ) (28.9)
Enterprise Value $860.9 MM
EV/ 2017 Consensus Rev 3.1x
Recent Financial Performance
($,MMs)
Recent Financial Performance Q3 16
YoY
% Chg. *
Clinical Testing Rev $53.7 124%
Pharma Service Rev 5.0 1,900%
Total Revenue 60.8 142%
Adjusted EBITDA $9.1 224%
% EBITDA Margin 15.0% +380bps
* % Change includes the effects of Clarient Acquisition.
Building One Growth-Driven Company l 5
Experienced Management Team
• Douglas VanOort, Chairman & CEO (7 yrs.)
Chief Operating Officer, Quest Diagnostics; Executive VP, Corning Life Sciences, Inc.
• Robert Shovlin, President - Clinical Services Division (2 yrs.)
Chief Development Officer, Bostwick Laboratories; President & Chief Executive Officer, Aureon Biosciences
• Steven Brodie, President – Pharma Services Division (5 yrs.)
Senior Director - Quest Diagnostics
• Steven Jones, Board Member, Executive VP & Chief Compliance Officer (14 yrs.)
Chairman, Aspen Capital Group; Vice President, Merrill Lynch Investment Banking
• Maher Albitar, M.D., SVP & Chief Medical Officer & Director of R&D (5 yrs.)
Med. Dir. for Hematopathology & Oncology and Chief of R&D, Quest Nichols Institute;
• George Cardoza, SVP & Chief Financial Officer (7 yrs.)
CFO, Protocol Global Solutions; Controller, Central Region, Quest Diagnostics
• Jennifer Balliet, VP & Chief Culture Officer (8 yrs.)
HR Specialist, Gevity HR
• Steven Ross, VP & Chief Information Officer (3 yrs.)
Vice President Technology, Chico’s FAS, Inc.
• Denise Pedulla, General Counsel (1 yr.)
Principal, Berkeley Research Group; SVP & Chief Compliance Officer, Orthofix International, NV
Building One Growth-Driven Company l 6
1,1524,082
12,838
20,998
32,539
45,675
57,332
76,288
114,606
137,317
177,279
221,033
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
$558
$1,885
$6,476
$11,505
$20,015
$29,469
$34,371
$43,484
$59,866
$66,467
$82,194
$91,048
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
NEO’s Proven Track Record of Consistent Growth
Base NEO* Annual Revenue Base NEO* Tests Performed
($, 000s)
* Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions.
Building One Growth-Driven Company l 7
Stable Pricing Expected in 2016 After 6 Years of AUP Declines!
* For comparison purposes, Base NEO excludes the impacts from the PathLogic and Clarient acquisitions.
(1) Productivity calculated as the average number of lab tests completed per month per laboratory FTE.
Historically, Steady Margins Despite Lower Avg Unit Prices – Base NEO*
Building One Growth-Driven Company l 8
Evolution of Payer Mix For Clinical Testing
Medicare reimbursements have fallen from 52% of payer mix in 2010 to 16% in 2016!
(1) 2016 estimates are blended average of Base NEO and Clarient payer mixes.
(1)
52%
44%
37%
27%
21% 21%
16%
23%
26%
34%
45%
51%
59%
54%
23%
29% 28% 28% 29%
20%
29%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2010 2011 2012 2013 2014 2015 2016 E
Medicare (Incl. Medicaid) Client Bill (Hospitals) Commercial Insurance Other/Accruals/Pt. Pay
Building One Growth-Driven Company l 9
Customer Targets
Pathologists & Hospital Pathology Groups (about 82% of 2016 YTD Revenue)
• Enable community Pathologists to practice using sophisticated tools and tests
• Innovative technical component (TC or “tech-only”) services – Flow, FISH, IHC
• Outstanding Web-based Lab System & extensive training programs
Oncologists & Clinician Groups (about 8% of 2016 YTD Revenue)
• Includes Hematologists, Oncologists, Dermatologists, Urologists
• Disease Panels and comprehensive molecular menus
• Increasing Opportunity to service larger practices with Tech-only model
Clinical Trials & Other (about 10% of 2016 YTD Revenue)
• Contract research/clinical trial support work for Pharma clients
* Percentages are for Base NEO only and exclude the impacts from the PathLogic and Clarient acquisitions.
Building One Growth-Driven Company l 10
Large Addressable Cancer Testing Market…
NeoGenomics currently addresses a $5 billion clinical testing market opportunity!
Mkt Size
Estimate 2008 - 2014
Test Description Key CPT Codes(1)
2014 % CAGR
Clinical Market Size Before Hospital Market Gross Up Adjustments(a)
: ($, MMs)
Cytogenetics 88237, 88264, 88291 100 0.3%
IHC, Pathology & Digital Pathology 88342, 88360, 88361 1,305 4.0%
FISH 88367, 88368, 88120, 88121 840 6.0%
Flow Cytometry 88184, 88185, 88189 642 1.7%
Molecular
Molecular (2) Numerous 1,662 27.9%
Est. Market Size Before Hospital Market Adjustments 4,548 9.2%
Estimated Additional Market for Hospital Direct Billing Tests (b)
Cyto & Molecular CLFS Tests Billed Directly to Hospitals(3)
181
Tech Component PFS Tests Billed to Hospitals after TC Grandfather Expiration(4)
418
Total Hospital Direct Bill Gross-Up Adjustments 599
NEO'S TOTAL ADDRESSABLE MARKET FOR CLINICAL TESTS $5,147 11.1%
Sources:
(a)
(b) Management estimates.
(1)
(2)
(3)
(4)
U.S. Anatomic Pathology Market Forecast & Trends 2016, Laboratory Ecnomics, derived from CodeMap, LLC and CMS (Medicare allowed c
Only those CPT codes related to the clinical Cancer Genetic Testing Services provided by NEO were used in this analysis.
Historical Molecular market not available by CPT Code. Laboratory Economics' estimate of the Pharmacogenomic Testing (PGx) market used as a proxy.
Clinical Lab Fee Schedule (CLFS) tests for Medicare beneficiaries must be billed directly to hospitals. Thus, this portion of market is not captured above.
Physician Fee Schedule (PFS) TC tests for Medicare beneficiaries must be billed directly to hospitals after July 2012. Thus, this portion of market not captured above.
Building One Growth-Driven Company l 11
…with Positive Demographic Tailwinds
• Addressable market will continue to grow, primarily due to two factors:
– Increased prevalence of cancer as a result of a shift in demographics from an aging U.S. population
– Increasing number of cancer tests as a result of improved effectiveness and awareness of treatments
through precision medicine
Shifting Demographics Incidence of Cancer by Age
0.0
20.0
40.0
60.0
80.0
100.0
120.0
Age 60-64 Age 65-74 Age 75-84 Age 85+
1.0%
2.7%
5.1%
13.8%
24.4%
26.2%
18.8%
7.9%
< 20 20-34 35-44 45-54 55-64 65-74 74-84 > 84
Source: United States Census Bureau Source: National Cancer Institute
Building One Growth-Driven Company l 12
Leading to Rapidly Growing Market Opportunity
The exploding cost of cancer care offers extraordinary opportunities for those labs that can
deliver innovative and value-based solutions to the healthcare system.
Source: National Institutes of Health (NIH)
Building One Growth-Driven Company l 13
Accelerating Pace of Innovation
• 70 new/revised tests, incl.:
NeoLABTM Liquid Biopsies
• MDS/CMML Profile
• AML Profile
• FLT3 Mutation Analysis
• NPM1 Mutation Analysis
• PML-RARA Translocation
• RUNX1-RNX1T1Transloc
• INV16 Translocation
• c-kit Mutation Analysis
• IDH1 Mutation Analysis
• IDH2 Mutation Analysis
• NRAS Mutation Analysis
• KRAS Mutation Analysis
• BTK Inhibitor Resistance
• Solid Tumor Monitoring
Germline MolDx Testing
• BRCA1 & BRCA2
• Lynch Syndrome (colon)
• 73 Gene Comprehensive
Predisposition Panel
Other
• ALK, ROS1, RET Fusion
• Sarcoma gene Fusion
• NeoSITE Cervical FISH
• Expanded IHC Menu
• Smart Flow Cytometry
• 10-color Flow Cytometry
• Implemented Adv MolDx
platform in lieu of Kits
• 28 new Molecular Assays
• Proprietary method for
increasing sensitivity of
Sanger sequencing
• 7 NeoTYPE MolDx Panels
• SVM for FISH (Patent App)
• Barrett’s Esoph. FISH (Patent
App)
• NeoARRAY/SNP Cytogenetics
• Internalized send-outs
• 40 new Molecular tests
• Add’l NeoTYPE Panels
• Next Generation Sequencing
(48 genes)
• ROS1 FISH
• NeoSITE Melanoma FISH
• Plasma/Urine-based
Prostate Test (Patent App)
• SVM-based Cytogenetics
Analysis System
• SVM-based Automated FISH
Analysis System v2
• Began development of
NeoLAB (Liquid Alternative
to Biopsy) Prostate Cx test
2015
2012
2013
• 60 new/revised MolDx tests
• 24 new NeoTYPE Next
Generation Sequencing
Profiles
• 26 new IHC/ISH tests
• Additional NeoLAB Prostate
clinical studies
• AML Extended FISH Panel
• AML Favorable-Risk FISH
Panel
• MDS Extended FISH Panel
• Plasma Cell Myeloma Risk
Stratification FISH Panel
• RET FISH
• MET FISH
• ALL Adult & Pediatric FISH
Panels
• HER2 Breast Equivocal FISH
Panel
• BRAF Translocation FISH
• Chromosome 1 POC Ploidy
• Launched robotic FISH-Cyto
processing platform
2014
Building One Growth-Driven Company l 14
Our Clients Demonstrate Significant Loyalty
# of Survey
Respondents Q4 2016
# of Survey
Respondents Q2 2016
NeoGenomics 658 51.4% 703 56.9%
Clarient 204 39.5%
Blended 907 53.1%
Benchmark of NPS Distribution of
North American Companies (2)
75th percentile 35%
Net Promoter Score(NPS)(1) is a tool for gauging the loyalty of a firm’s customer relationships. It is based on a
one question survey that asks customers: “How likely are you to recommend our company to a friend or
colleague?”. The NPS is the percentage of customers who are promoters (scores of 9 or 10) minus the
percentage who are detractors (scores of 0 to 6). Passive scores of 7 or 8 are ignored. The final NPS can range
from -100 to 100 and an NPS score over 50 is considered excellent. In most industries, NPS explains roughly
20% to 60% of the variation in organic growth rates among competitors. Studies have shown that on average,
an industry’s Net Promoter leader outgrow their competitors by a factor greater than two times.
(1) Net Promoter, Net Promoter System, Net Promoter Score, NPS and the NPS-related emoticons are registered trademarks of Bain & Company, Inc.,
Fred Reichheld and Satmetrix Systems, Inc.
(2) According to a 2015 study done across 291 companies and 10,000 consumers by Temkin Group, USAA and Lexus are NPS Leaders with scores of
70% and 62%, respectively.
Building One Growth-Driven Company l 15
Accelerating Same Store Sales*
* Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions.
11.7%
23.7% 26.4%
17.9%
36.5%
59.3%
-2.3%
39.2%
18.7%
17.1%
1.9%
-8.7%
90.6%
37.1%
54.9%
65.0% 61.6%
49.4%
-20.0%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
Composition of Year-over-year Test Volume Growth
Same Store Year-over-year Growth w/o FCS FCS Year-over-Year Growth Other Year-over-Year Growth(1)
(1) Florida Cancer Specialists is a large Oncology Group, for whom NeoGenomics helped set up an in-house laboratory and then transitioned a portion of
the lab testing work back to such lab.
Building One Growth-Driven Company l 16
Pharma Services Division
Approximately 400 active projects in all phases of Pharma pipeline from 100+ Clients
• Half of projects in pre-clinical space, leading to more lucrative Phase 1-3 trial work
• Experience as a major PD-L1 testing site with Keytruda (Merck) and Opdivo (BMS) positions Neo
well for future immunotherapy trials
• Additional 20+ projects are part of Companion Diagnostic development programs
• Neo’s Medical, Scientific and Regulatory expertise are a key advantage/strength
• Six active Pharma Services sales personnel (up from three on 12/31/16)
Building One Growth-Driven Company l 17
Recent Financial Information (P&L)
($, 000's) 2014(1) 2015(2) Q3 2015 Q3 2016
Total Revenue $ 87,069 $ 99,802 $ 25,126 $ 63,129
% Growth (YoY) 31.0% 14.6% 8.2% 141.8%
Total Gross Profit 40,714 43,756 11,171 28,605
Gross Margin % 46.8% 43.8% 44.5% 45.3%
Total SG&A (Incl R&D) Exp 38,496 49,391 11,057 26,412
SG&A as a % of Rev 44.2% 49.5% 44.0% 41.8%
Adjusted Net Income/(Loss)* 2,689 4,042 $ 855 $ 3,657
Adjusted Diluted EPS* $0.05 $0.06 $0.01 $0.04
Adjusted EBITDA* $ 9,176 $ 9,672 $ 2,816 $ 9,181
% Growth 7.8% 9.7% 11.2% 224%
Operating Data(3)
% Growth in Clinical Genetic Tests (YoY) 29.1% 25.6% 25.1% 150%
Avg. Revenue/Clinical Genetic Test $ 464 $ 412 $ 405 $ 385
% Change (YoY) -4.2% -11.2% -12.2% -5.4%
Avg. COGS/Clinical Genetic Test $ 241 $ 220 $ 217 $ 204
% Change (YoY) -4.7% -8.6% -12.7% -6.2%
* See Appendix for definitions of Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS as well as a reconciliation of GAAP Net Income to Adjusted financial information.
(1) 2014 figures include the results of PathLogic from the date of the acquisition on July 8, 2014.
(2) 2015 figures include the results of Clarient for two days from the date the acquisition was consummated on December 30, 2015.
(3) All Operating data refers to Clinical Genetic Testing and excludes the results from PathLogic and the Pharma Services Division.
Building One Growth-Driven Company l 18
Confidential 18
NEO’s Acquisition Strategy
NEO Focus – Upper right hand quadrant
Synergistic
Deals
High
HighLow Market Growth
Technologies
Clarient Attributes
 Technology leader
 High growth (clinical
trials)
 Revenue scale
 Nationwide presence
 Complementary
footprint
 Geographic proximity
 Ongoing GE affiliation
NextGen Seq
Digital
Companion Dx
Pathology
Oncology
FISH Clinical Trials
Flow
Cytogenetics
Traditional
Anatomic Path.
BioInformatics
Building One Growth-Driven Company l 19
Key Benefits
• Synergy potential of $20mm - $30mm/year within 3 years
– Laboratory, Purchasing, Cross-selling, etc.
• East Coast/West Coast labs
– Combine Irvine and Aliso Viejo
• Highest quality and lowest cost position in every testing discipline
– FISH, Flow, Cytogenetics, IHC, Digital Pathology, Molecular
• Leadership in hematological and solid tumor cancers
– One-stop-shop for clients with broad geographical coverage
• Potential to be a leading consolidator going forward
• GE as significant long-term Investor
– Collaboration in Bioinformatics and Precision Oncology
• Significant clinical trials business
– Combined business approximates $25mm revenue
Building One Growth-Driven Company l 20
Confidential
2016 - Combined Pro Forma Revenue Bridge(1)
(1) Preliminary Estimate - Subject to further refinements
We estimate combined revenue of approx. $245 – $250 mm in 2016…
• CMS Reimbursement estimates includes net positive price adjustments of $5-7 mm. We estimate $2 MM of
revenue synergies and approximately $5.5 MM of revenue distractions relating to sales pipeline reductions.
• Clarient revenue includes gross up for estimated Bad Debt, which was previously netted from Revenue.
$0
$50
$100
$150
$200
$250
$300
Neo Clarient* CMS Fees Synergies Distractions New Neo
$120mm
$125mm
$6 mm $2 mm
($5.5mm)
$247.5mm
Building One Growth-Driven Company l 21
Confidential 21
2016 Pro Forma Adjusted EBITDA Bridge (1)
• NEO expects to realize $20-30 MM of total synergies in the next 3 years with approximately 75% of such synergies being
cost synergies as a result of efficiencies gained through the combination with Clarient.
• 2016 Adjusted EBITDA assumes $6 MM of Cost Synergies.
• 2016 Adjusted EBITDA estimates a $2.5mm reduction to Adjusted EBITDA as a result of revenue distractions (50% of
revenue distractions) expected during the integration.
(1) Preliminary Estimate – Subject to further refinements
We estimate combined Adj. EBITDA of approx. $36 – $38 mm in 2016…
$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
Neo Clarient CMS Fees Synergies Distraction New Neo
$18.5 mm
$9 mm
$6 mm
$6mm
($2.5mm)
$37 mm
Building One Growth-Driven Company l 22
Current 2016 Guidance*
• Revenue: $245 - $250 MM
• Adjusted EBITDA* 36 - 38 MM
• Adjusted Net Income* 13 - 15 MM
• Adjusted Diluted EPS* $0.14 - $0.16
* See Appendix for definitions of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS as well as a reconciliation of GAAP
Net Income to Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS.
2016 net income available to common stockholders calculated in accordance with GAAP will be impacted by certain non-cash charges,
including: (i) expenses related to variable stock-based compensation, (ii) approximately $7.3 million of expense related to the
amortization of customers lists and other intangibles from the Path Logic and Clarient acquisitions, (iii) approximately $7.4 million of
deemed preferred stock dividends, and (iv) approximately $14.9 million of related to the amortization of the beneficial conversion
feature related to the preferred stock issued in connection with the Clarient acquisition. These non-cash charges have been included in
GAAP net income (loss) available to common shareholders and GAAP net income (loss) per share; however, they have been removed
from Adjusted Net Income and Adjusted Diluted Net Income per Share. As a result, the Company expects 2016 diluted net loss per share
calculated in accordance with GAAP to be $0.42 - $0.44 per share lower than 2016 Adjusted Diluted Net Income per Share.
NeoGenomics believes that Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS provide a more consistent measurement of
operating performance and trends across reporting periods by excluding from income those cash and non-cash items of expense
(income) not directly related to ongoing operations. Adjusted figures also assists investors in performing analysis that is consistent with
financial models developed by research analysts. Investors should consider non-GAAP results together with GAAP results in analyzing
NeoGenomics financial performance.
Building One Growth-Driven Company l 23
NeoGenomics Vision and Goals
Leadership Goals:
• Be the leading oncology-focused testing and information company in the World.
• Innovate aggressively to advance precision medicine.
• Be the highest quality and lowest cost provider in each product area
Competencies:
• Outstanding Scientific, Medical and Informatics expertise.
• Partnerships for efficiency/effectiveness across health-care care continuum
• Disciplined process management and quality systems.
• Entrepreneurial, values-driven culture.
Financial Performance Goals:
• Consistent and sustainable double-digit revenue growth.
• Clinical Trials > 15% of revenue.
• Adjusted EBITDA margin of 20-25% when annual revenue >$300 MM.
Building One Growth-Driven Company l 24
Appendix
Building One Growth-Driven Company l 25
CMS Reimbursement will be Stabile in 2017
CPT Proc
Code Procedure Description
National
Unadj Rate
2014
National
Unadj
Rate
2015
National
Unadj
Rate
2016
2016 vs
2015 %
change
Final Rule -
Implied
National
Unadj Rate
2017 (1)
% Change
2017 Final
Rule vs
Prelim Rule
% Change
2017 Final
Rule vs
2016
88184 FLOW 1ST MARKER 87.77$ 94.51$ 76.26$ -19.3% 61.73$ 0.3% -19.1%
88185 FLOW EACH ADDL MARKER 53.73$ 57.49$ 46.55$ -19.0% 37.68$ 0.3% -19.1%
88189 FLOW INTERP 16 OR MORE MARKERS 110.69$ 113.91$ 114.22$ 0.3% 92.59$ 0.3% -18.9%
88374 FISH AUTOMATED PER PROBE (Multiplex Probe Stain) 255.77$ 205.54$ 345.87$ 68.3% 343.45$ 1.3% -0.7%
88374-TC FISH AUTOMATED PER PROBE TECH (Multiplex Probe Stai 193.08$ 160.26$ 299.68$ 87.0% 297.16$ 1.4% -0.8%
88374-26 FISH AUTOMATED PER PROBE INTERP (Multiplex Probe St 62.69$ 45.28$ 46.19$ 2.0% 46.30$ 0.3% 0.2%
88121 FISH AUTOMATED - UROVYSION 508.30$ 556.97$ 558.55$ 0.3% 553.76$ 1.3% -0.9%
88121-TC FISH AUTOMATED - UROVYSION 459.99$ 505.23$ 506.63$ 0.3% 501.72$ 1.4% -1.0%
88121-26 FISH AUTOMATED - UROVYSION 48.31$ 51.74$ 51.92$ 0.3% 52.04$ 0.3% 0.2%
Uses G0461 in 2014
88342 IMMUNOHISTOCHEMISTRY (1st Stain) 88.48$ 90.91$ 107.41$ 18.1% 108.38$ 0.7% 0.9%
88342 - TC IMMUNOHISTOCHEMISTRY TECH (1st Stain) 57.67$ 54.26$ 70.18$ 29.3% 71.06$ 0.8% 1.3%
88342 - PC IMMUNOHISTOCHEMISTRY INTERP (1st Stain) 30.81$ 36.65$ 37.24$ 1.6% 37.32$ 0.3% 0.2%
Uses G0462 in 2014
88341 IMMUNOHISTOCHEMISTRY (Add'l Stain) 68.42$ 67.91$ 90.23$ 32.9% 92.23$ 2.3% 2.2%
88341 - TC IMMUNOHISTOCHEMISTRY TECH (Add'l Stain) 55.88$ 45.99$ 62.30$ 35.5% 62.45$ 0.9% 0.2%
88341 - PC IMMUNOHISTOCHEMISTRY INTERP (Add'l Stain) 12.54$ 21.92$ 27.93$ 27.4% 29.79$ 5.4% 6.7%
Uses G0461 in 2014
88344 IMMUNOHISTOCHEMISTRY (each Multiplex Stain) 88.48$ 117.50$ 174.01$ 48.1% 174.78$ 0.9% 0.4%
88344 - TC IMMUNOHISTOCHEMISTRY TECH (each Multiplex Stain) 57.67$ 77.26$ 133.19$ 72.4% 133.86$ 1.1% 0.5%
88344 - PC IMMUNOHISTOCHEMISTRY INTERP (each Multiplex Stain) 30.81$ 40.25$ 40.82$ 1.4% 40.91$ 0.3% 0.2%
88361 MORPHOLOGY, EACH ANTIBODY - AUTOMATED 157.98$ 170.32$ 149.66$ -12.1% 156.83$ 0.5% 4.8%
88361-TC MORPHOLOGY TECH, EACH ANTIBODY - AUTOMATED 98.51$ 109.96$ 88.79$ -19.3% 95.82$ 1.1% 7.9%
88361-26 MORPHOLOGY INTERP, EA ANTIBODY - AUTOMATED 59.47$ 60.37$ 60.87$ 0.8% 61.01$ -0.3% 0.2%
(1) Source: CMS Final Rule on 2017 Physician Fee Schedule (CMS-1654-F issued 11/2/16). Assumes no other Physician Fee Schedule rule changes or limited coverage determinations
are implemented for 2017. Uses Estimated Conversion Factor of 35.8887 taken from Section VI(C)(1) of CMS-1654-F (page 1326 of display copy of rule on CMS website).
Building One Growth-Driven Company l 26
Confidential
 Core business focused on IHC, Flow, FISH,
Cytogenetics and Molecular tests
 National reach with focus on both independent
and hospital pathologists
 Consistently strong growth - early development
to late stage testing
 ~ 200 projects in process for >30 customers
Clarient Overview
26
 IHC/Digital Pathology: Large and Industry leading capabilities
 FISH/ISH: Similar Instrumentation and capabilities
 FLOW: Similar instrumentation and capabilities
 Molecular: Smaller menu
 Cytogenetics: Similar capabilities
Facilities/Infrastructure Customer Mix
Product Lines (1)
 78,000 sq. ft. Lab located in Aliso Viejo, CA
 Available Capacity due to efficient workflow
and processes.
 Uses similar equipment and Instrumentation.
 Uses similar IT Labs Systems and database
structure
 24,000 sq. ft. facility located in Houston, TX
IHC
42%
FISH/ISH
19%
FLOW
14%
Molecular
15%
Cyto
5%
Other
5%
(1) Clinical operations only. Percentage of tests Performed.
CLINICAL
CUSTOMERS
BIOPHARMA
CUSTOMERS and
Other
Building One Growth-Driven Company l 27
Confidential
Clarient Test Volume and Average Unit Price
Revenue by Customer Type: Tests
2013 2014 2015 PF 2013 2014 2015
Clinical $111.9 $106.5 $93.8 Clinical Revenue $111.9 $106.5 $93.8
BioPharma 13.8 20.7 23.0 Tests 297.7 284.7 271.3
Total Revenue 125.7 127.2 116.8 AUP
(1)
$376 $374 $346
Bad Debt Acctng Adj(2)
6.6 6.7 8.2 Bad Debt Acctng Adj(2)
19.8 19.7 26.1
Proforma Rev to NEO $132.3 $133.9 $125.0 Proforma AUP to NEO $396 $394 $372
(1) Average Unit Price is based on revenue from clinical testing (excluding BioPharm tests).
(2) Historically, Clarient booked Bad Debt as a reduction to revenue, wheras NEO books it in GA.
$0.0
$20.0
$40.0
$60.0
$80.0
$100.0
$120.0
$140.0
2013 2014 2015 PF
BioPharma
Clinical
0.0
50.0
100.0
150.0
200.0
250.0
300.0
350.0
2013 2014 2015Est
Tests
Building One Growth-Driven Company l 28
2015 Pro Forma Financial Information
(Dollars in Millions)
Clarient NeoGenomics Comined
2015 2015 2015
Pro Forma Audited Pro Forma
Revenue 116.8$ 99.8$ 216.6$
Estimated Revenue using Neo Policie 125.0 (1)
99.8 224.8
EBITDA* 5.7 (2)
9.7 15.4
Pro Forma Adjusted EBITDA 9.2 (3)
9.7 18.9
(1) 2015 Revenue using NEO's Policies adds back 7% of net revenue for bad debt and moves this charge to G&A.
(2) 2015 EBITDA excludes a $47.6 MM impairment charge to reduce the value of intangibles.
(3) Pro Forma Adjusted EBITDA includes adjustments to reflect the business being acquired.
Building One Growth-Driven Company l 29
Confidential
Clarient Revenue and Payer Mix in 2014
Payor Mix - 2014 Clinical Only
2014 Payor Mix
Client 39.6%
Insurance 34.4%
Government 12.4%
HMO 5.3%
Patient/Other 8.3%
Total 100.0%
Client
Insurance
Government
HMO
Patient/Other
Building One Growth-Driven Company l 30
Clarient Transaction Consideration
• $80 MM Cash
– $15 MM – NEO cash from balance sheet
– $10 MM – New, 5-year $25mm revolver
– $55 MM – New, 5-year Term Loan
• 14.67 MM Shares of Series A Redeemable Preferred Stock
– Issued at $7.50 per share
– Redeemable by NEO at any time at the issue price plus accrued PIK dividends
– 4% annual PIK dividend begins 1/1/17 and increases after Year 4 by 1% per year to 10%
in year 10.
– Up to $10 MM discount for early redemption (declining discount over 4 years)
– GE Ability to convert to common after 3 years if common stock > $8.00 per share for 30
consecutive trading days.
– Valued at $73.2 MM for GAAP fair market value on closing date
• 15 MM Shares of Common Stock
– Valued at $102.5 MM for GAAP fair market value on closing date
Building One Growth-Driven Company l 31
Confidential
Reconciliation of GAAP Net Income to Adjusted EBITDA
“Adjusted EBITDA” is defined by NeoGenomics as net income from continuing operations before: (i) interest expense, (ii) tax expense,
(iii) depreciation and amortization expense, (iv) non-cash, stock-based compensation expense, and if applicable in a reporting period
(v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or expenses.
Use of non-GAAP Financial Measures: NeoGenomics believes that using non-GAAP financial measures provides useful
supplemental information to investors and facilitates the analysis of the company’s core operating results and the comparison of
core operating results more consistently across reporting periods. Management also uses non-GAAP financial measures for financial
and operational decision making, planning and forecasting purposes and to manage the company’s business. These non-GAAP
financial measures enable investors to evaluate our operating results and future prospects in the same manner as management and
research analysts. The non-GAAP financial measures do not replace the presentation of GAAP financial results and should only be
used as a supplement to and not as a substitute for financial results presented in accordance with GAAP. There are limitations
inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP
presentation, and do not therefore present the full measure of NeoGenomics recorded costs against its net revenue. In addition,
non-GAAP financial measures as defined by NeoGenomics may differ from non-GAAP measures used by other companies.
Reconciliation of GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA
(Unaudited, in thousands)
For the three months ended
September 30,
For the nine months ended
September 30,
2016 2015 2016 2015
Net Income (Loss) (per GAAP) $ (67)$ (125)$ 500 $ (1,062)
Adjustments to Net Income (Loss):
Interest expense 1,468 239 4,509 623
Income tax expense (6) — 500 20
Amortization of intangibles 1,818 93 5,454 283
Depreciation 4,222 1,722 11,550 4,971
EBITDA 7,435 1,929 22,513 4,835
Further Adjustments to EBITDA:
Non-cash stock based compensation 1,686 887 4,024 1,907
Adjusted EBITDA (non-GAAP) $ 9,121 $ 2,816 $ 26,537 $ 6,742
Building One Growth-Driven Company l 32
Confidential
Reconciliation of GAAP Net Income to Adjusted Net
Income & GAAP Diluted EPS to Adjusted Diluted EPS
Reconciliation of GAAP Net Income Available to Common Stockholders to Non-GAAP Adjusted
Net Income and GAAP Earnings per Share to Non-GAAP Adjusted Earnings per Share
(Unaudited, in thousands)
For the Three Months Ended
September 30,
For the Nine Months
Ended
September 30,
2016 2015 2016 2015
Net (loss) available to common stockholders
(GAAP) $ (5,634) $ (125) $ (16,200) $(1,062)
Adjustments to Net Loss:
Amortization of intangibles 1,818 93 5,454 283
Non-cash stock based compensation expenses 1,686 887 4,024 1,907
Deemed dividends on preferred stock 1,840 — 5,520 —
Amortization of preferred stock beneficial
conversion feature 3,727 — 11,180 —
Adjusted net income (non-GAAP) $ 3,437 $ 855 $ 9,978 $ 1,128
Net loss per common share (GAAP)
Diluted EPS $ (0.07) $ (0.00) $ (0.21) $ (0.02)
Adjustments to diluted loss per Share:
Amortization of intangibles 0.02 — 0.06 0.01
Non-cash stock based compensation expenses 0.02 0.01 0.04 0.03
Deemed dividends on preferred stock 0.02 — 0.06 —
Amortization of preferred stock beneficial
conversion feature 0.04 — 0.12 —
Impact of including preferred shares and stock
options/warrants in Adj. Diluted Shares(3)
0.01 — 0.04 —
Adjusted Diluted EPS (non-GAAP) $ 0.04 $ 0.01 $ 0.11 $ 0.02
Building One Growth-Driven Company l 33
Confidential
“Adjusted Net Income” is defined by NeoGenomics as net income available to common shareholders from continuing operations plus:
(i) non-cash amortization of customer lists and other intangible assets, (ii) non-cash, stock-based compensation expense, (iii) non-cash
deemed dividends on preferred stock, (iv) non-cash amortization of preferred stock beneficial conversion feature, and if applicable in a
reporting period (v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or
expenses.
“Adjusted EPS” is calculated using Adjusted Basic Shares and Adjusted Diluted Shares outstanding. Adjusted Basic Shares and Adjusted
Diluted Shares include the weighted average number of common shares that would be outstanding if the preferred stock 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. In addition, If GAAP Net Income is negative and Adjusted Net Income is positive, Adjusted Diluted
Shares will also include any options or warrants that would be outstanding as dilutive instruments using the treasury stock method.
Reconciliation of GAAP Net Income to Adjusted Figures
Weighted average shares used in computation of
adjusted diluted earnings per share:
Diluted Common Shares (GAAP) 78,145 60,537 77,224 60,4
Options and warrants not included in GAAP Diluted
Shares (using treasury stock method) 2,052 3,344 1,685 2,80
Weighted Avg. Preferred Shares (as converted) 14,667 — 14,667 —
Adjusted Diluted Shares outstanding (non-GAAP) 94,864 63,881 93,576 63,2

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2016 11 21 neo company overview presentation

  • 1. Building One Growth-Driven Company l 1Building One Growth-Driven Company l 1 Company Overview Presentation November 2016
  • 2. Building One Growth-Driven Company l 2 Forward-looking Statements This presentation contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act, as amended; Section 21E of the Securities Exchange Act of 1934; and the Private Securities Litigation Reform Act of 1995. The words “may”, “would”, “could”, “will”, “expect”, “estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar expressions and variations thereof are intended to specifically identify forward-looking statements. All statements that are not statements of historical fact are forward-looking statements. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The risks that might cause such differences are identified in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise the forward looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events.
  • 3. Building One Growth-Driven Company l 3 Investment Highlights Fast growing cancer genetics lab servicing Oncologists, Pathologists and Hospitals Strategic client partnerships created by “Tech-Only” model Dynamic, rapidly- growing and consolidating industry Industry-leading revenue & test volume growth Most Comprehensive Cancer Testing Menu in Industry Strong Management Team with large cap lab experience Acquisition of Clarient on 12/30/15 Should more than Double Revenue and more than Triple Adj. EBITDA in 2016
  • 4. Building One Growth-Driven Company l 4 NeoGenomics At a Glance Pure-Play, Comprehensive Cancer Genetics Laboratory with Above Market Growth Rates Ticker: NEO Stock Price (11/21/16): $9.12 Avg. Daily Volume (3 Mos.): 298K 52 Week Low/High: $5.49/9.54 % Held by Insiders: 17.5% Market Cap (11/21/16) $716.4 MM Debt (MRQ) 63.4 Preferred Stock (Liquid. Pref.) 110.0 Less Cash (MRQ) (28.9) Enterprise Value $860.9 MM EV/ 2017 Consensus Rev 3.1x Recent Financial Performance ($,MMs) Recent Financial Performance Q3 16 YoY % Chg. * Clinical Testing Rev $53.7 124% Pharma Service Rev 5.0 1,900% Total Revenue 60.8 142% Adjusted EBITDA $9.1 224% % EBITDA Margin 15.0% +380bps * % Change includes the effects of Clarient Acquisition.
  • 5. Building One Growth-Driven Company l 5 Experienced Management Team • Douglas VanOort, Chairman & CEO (7 yrs.) Chief Operating Officer, Quest Diagnostics; Executive VP, Corning Life Sciences, Inc. • Robert Shovlin, President - Clinical Services Division (2 yrs.) Chief Development Officer, Bostwick Laboratories; President & Chief Executive Officer, Aureon Biosciences • Steven Brodie, President – Pharma Services Division (5 yrs.) Senior Director - Quest Diagnostics • Steven Jones, Board Member, Executive VP & Chief Compliance Officer (14 yrs.) Chairman, Aspen Capital Group; Vice President, Merrill Lynch Investment Banking • Maher Albitar, M.D., SVP & Chief Medical Officer & Director of R&D (5 yrs.) Med. Dir. for Hematopathology & Oncology and Chief of R&D, Quest Nichols Institute; • George Cardoza, SVP & Chief Financial Officer (7 yrs.) CFO, Protocol Global Solutions; Controller, Central Region, Quest Diagnostics • Jennifer Balliet, VP & Chief Culture Officer (8 yrs.) HR Specialist, Gevity HR • Steven Ross, VP & Chief Information Officer (3 yrs.) Vice President Technology, Chico’s FAS, Inc. • Denise Pedulla, General Counsel (1 yr.) Principal, Berkeley Research Group; SVP & Chief Compliance Officer, Orthofix International, NV
  • 6. Building One Growth-Driven Company l 6 1,1524,082 12,838 20,998 32,539 45,675 57,332 76,288 114,606 137,317 177,279 221,033 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $558 $1,885 $6,476 $11,505 $20,015 $29,469 $34,371 $43,484 $59,866 $66,467 $82,194 $91,048 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 NEO’s Proven Track Record of Consistent Growth Base NEO* Annual Revenue Base NEO* Tests Performed ($, 000s) * Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions.
  • 7. Building One Growth-Driven Company l 7 Stable Pricing Expected in 2016 After 6 Years of AUP Declines! * For comparison purposes, Base NEO excludes the impacts from the PathLogic and Clarient acquisitions. (1) Productivity calculated as the average number of lab tests completed per month per laboratory FTE. Historically, Steady Margins Despite Lower Avg Unit Prices – Base NEO*
  • 8. Building One Growth-Driven Company l 8 Evolution of Payer Mix For Clinical Testing Medicare reimbursements have fallen from 52% of payer mix in 2010 to 16% in 2016! (1) 2016 estimates are blended average of Base NEO and Clarient payer mixes. (1) 52% 44% 37% 27% 21% 21% 16% 23% 26% 34% 45% 51% 59% 54% 23% 29% 28% 28% 29% 20% 29% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2010 2011 2012 2013 2014 2015 2016 E Medicare (Incl. Medicaid) Client Bill (Hospitals) Commercial Insurance Other/Accruals/Pt. Pay
  • 9. Building One Growth-Driven Company l 9 Customer Targets Pathologists & Hospital Pathology Groups (about 82% of 2016 YTD Revenue) • Enable community Pathologists to practice using sophisticated tools and tests • Innovative technical component (TC or “tech-only”) services – Flow, FISH, IHC • Outstanding Web-based Lab System & extensive training programs Oncologists & Clinician Groups (about 8% of 2016 YTD Revenue) • Includes Hematologists, Oncologists, Dermatologists, Urologists • Disease Panels and comprehensive molecular menus • Increasing Opportunity to service larger practices with Tech-only model Clinical Trials & Other (about 10% of 2016 YTD Revenue) • Contract research/clinical trial support work for Pharma clients * Percentages are for Base NEO only and exclude the impacts from the PathLogic and Clarient acquisitions.
  • 10. Building One Growth-Driven Company l 10 Large Addressable Cancer Testing Market… NeoGenomics currently addresses a $5 billion clinical testing market opportunity! Mkt Size Estimate 2008 - 2014 Test Description Key CPT Codes(1) 2014 % CAGR Clinical Market Size Before Hospital Market Gross Up Adjustments(a) : ($, MMs) Cytogenetics 88237, 88264, 88291 100 0.3% IHC, Pathology & Digital Pathology 88342, 88360, 88361 1,305 4.0% FISH 88367, 88368, 88120, 88121 840 6.0% Flow Cytometry 88184, 88185, 88189 642 1.7% Molecular Molecular (2) Numerous 1,662 27.9% Est. Market Size Before Hospital Market Adjustments 4,548 9.2% Estimated Additional Market for Hospital Direct Billing Tests (b) Cyto & Molecular CLFS Tests Billed Directly to Hospitals(3) 181 Tech Component PFS Tests Billed to Hospitals after TC Grandfather Expiration(4) 418 Total Hospital Direct Bill Gross-Up Adjustments 599 NEO'S TOTAL ADDRESSABLE MARKET FOR CLINICAL TESTS $5,147 11.1% Sources: (a) (b) Management estimates. (1) (2) (3) (4) U.S. Anatomic Pathology Market Forecast & Trends 2016, Laboratory Ecnomics, derived from CodeMap, LLC and CMS (Medicare allowed c Only those CPT codes related to the clinical Cancer Genetic Testing Services provided by NEO were used in this analysis. Historical Molecular market not available by CPT Code. Laboratory Economics' estimate of the Pharmacogenomic Testing (PGx) market used as a proxy. Clinical Lab Fee Schedule (CLFS) tests for Medicare beneficiaries must be billed directly to hospitals. Thus, this portion of market is not captured above. Physician Fee Schedule (PFS) TC tests for Medicare beneficiaries must be billed directly to hospitals after July 2012. Thus, this portion of market not captured above.
  • 11. Building One Growth-Driven Company l 11 …with Positive Demographic Tailwinds • Addressable market will continue to grow, primarily due to two factors: – Increased prevalence of cancer as a result of a shift in demographics from an aging U.S. population – Increasing number of cancer tests as a result of improved effectiveness and awareness of treatments through precision medicine Shifting Demographics Incidence of Cancer by Age 0.0 20.0 40.0 60.0 80.0 100.0 120.0 Age 60-64 Age 65-74 Age 75-84 Age 85+ 1.0% 2.7% 5.1% 13.8% 24.4% 26.2% 18.8% 7.9% < 20 20-34 35-44 45-54 55-64 65-74 74-84 > 84 Source: United States Census Bureau Source: National Cancer Institute
  • 12. Building One Growth-Driven Company l 12 Leading to Rapidly Growing Market Opportunity The exploding cost of cancer care offers extraordinary opportunities for those labs that can deliver innovative and value-based solutions to the healthcare system. Source: National Institutes of Health (NIH)
  • 13. Building One Growth-Driven Company l 13 Accelerating Pace of Innovation • 70 new/revised tests, incl.: NeoLABTM Liquid Biopsies • MDS/CMML Profile • AML Profile • FLT3 Mutation Analysis • NPM1 Mutation Analysis • PML-RARA Translocation • RUNX1-RNX1T1Transloc • INV16 Translocation • c-kit Mutation Analysis • IDH1 Mutation Analysis • IDH2 Mutation Analysis • NRAS Mutation Analysis • KRAS Mutation Analysis • BTK Inhibitor Resistance • Solid Tumor Monitoring Germline MolDx Testing • BRCA1 & BRCA2 • Lynch Syndrome (colon) • 73 Gene Comprehensive Predisposition Panel Other • ALK, ROS1, RET Fusion • Sarcoma gene Fusion • NeoSITE Cervical FISH • Expanded IHC Menu • Smart Flow Cytometry • 10-color Flow Cytometry • Implemented Adv MolDx platform in lieu of Kits • 28 new Molecular Assays • Proprietary method for increasing sensitivity of Sanger sequencing • 7 NeoTYPE MolDx Panels • SVM for FISH (Patent App) • Barrett’s Esoph. FISH (Patent App) • NeoARRAY/SNP Cytogenetics • Internalized send-outs • 40 new Molecular tests • Add’l NeoTYPE Panels • Next Generation Sequencing (48 genes) • ROS1 FISH • NeoSITE Melanoma FISH • Plasma/Urine-based Prostate Test (Patent App) • SVM-based Cytogenetics Analysis System • SVM-based Automated FISH Analysis System v2 • Began development of NeoLAB (Liquid Alternative to Biopsy) Prostate Cx test 2015 2012 2013 • 60 new/revised MolDx tests • 24 new NeoTYPE Next Generation Sequencing Profiles • 26 new IHC/ISH tests • Additional NeoLAB Prostate clinical studies • AML Extended FISH Panel • AML Favorable-Risk FISH Panel • MDS Extended FISH Panel • Plasma Cell Myeloma Risk Stratification FISH Panel • RET FISH • MET FISH • ALL Adult & Pediatric FISH Panels • HER2 Breast Equivocal FISH Panel • BRAF Translocation FISH • Chromosome 1 POC Ploidy • Launched robotic FISH-Cyto processing platform 2014
  • 14. Building One Growth-Driven Company l 14 Our Clients Demonstrate Significant Loyalty # of Survey Respondents Q4 2016 # of Survey Respondents Q2 2016 NeoGenomics 658 51.4% 703 56.9% Clarient 204 39.5% Blended 907 53.1% Benchmark of NPS Distribution of North American Companies (2) 75th percentile 35% Net Promoter Score(NPS)(1) is a tool for gauging the loyalty of a firm’s customer relationships. It is based on a one question survey that asks customers: “How likely are you to recommend our company to a friend or colleague?”. The NPS is the percentage of customers who are promoters (scores of 9 or 10) minus the percentage who are detractors (scores of 0 to 6). Passive scores of 7 or 8 are ignored. The final NPS can range from -100 to 100 and an NPS score over 50 is considered excellent. In most industries, NPS explains roughly 20% to 60% of the variation in organic growth rates among competitors. Studies have shown that on average, an industry’s Net Promoter leader outgrow their competitors by a factor greater than two times. (1) Net Promoter, Net Promoter System, Net Promoter Score, NPS and the NPS-related emoticons are registered trademarks of Bain & Company, Inc., Fred Reichheld and Satmetrix Systems, Inc. (2) According to a 2015 study done across 291 companies and 10,000 consumers by Temkin Group, USAA and Lexus are NPS Leaders with scores of 70% and 62%, respectively.
  • 15. Building One Growth-Driven Company l 15 Accelerating Same Store Sales* * Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions. 11.7% 23.7% 26.4% 17.9% 36.5% 59.3% -2.3% 39.2% 18.7% 17.1% 1.9% -8.7% 90.6% 37.1% 54.9% 65.0% 61.6% 49.4% -20.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 Composition of Year-over-year Test Volume Growth Same Store Year-over-year Growth w/o FCS FCS Year-over-Year Growth Other Year-over-Year Growth(1) (1) Florida Cancer Specialists is a large Oncology Group, for whom NeoGenomics helped set up an in-house laboratory and then transitioned a portion of the lab testing work back to such lab.
  • 16. Building One Growth-Driven Company l 16 Pharma Services Division Approximately 400 active projects in all phases of Pharma pipeline from 100+ Clients • Half of projects in pre-clinical space, leading to more lucrative Phase 1-3 trial work • Experience as a major PD-L1 testing site with Keytruda (Merck) and Opdivo (BMS) positions Neo well for future immunotherapy trials • Additional 20+ projects are part of Companion Diagnostic development programs • Neo’s Medical, Scientific and Regulatory expertise are a key advantage/strength • Six active Pharma Services sales personnel (up from three on 12/31/16)
  • 17. Building One Growth-Driven Company l 17 Recent Financial Information (P&L) ($, 000's) 2014(1) 2015(2) Q3 2015 Q3 2016 Total Revenue $ 87,069 $ 99,802 $ 25,126 $ 63,129 % Growth (YoY) 31.0% 14.6% 8.2% 141.8% Total Gross Profit 40,714 43,756 11,171 28,605 Gross Margin % 46.8% 43.8% 44.5% 45.3% Total SG&A (Incl R&D) Exp 38,496 49,391 11,057 26,412 SG&A as a % of Rev 44.2% 49.5% 44.0% 41.8% Adjusted Net Income/(Loss)* 2,689 4,042 $ 855 $ 3,657 Adjusted Diluted EPS* $0.05 $0.06 $0.01 $0.04 Adjusted EBITDA* $ 9,176 $ 9,672 $ 2,816 $ 9,181 % Growth 7.8% 9.7% 11.2% 224% Operating Data(3) % Growth in Clinical Genetic Tests (YoY) 29.1% 25.6% 25.1% 150% Avg. Revenue/Clinical Genetic Test $ 464 $ 412 $ 405 $ 385 % Change (YoY) -4.2% -11.2% -12.2% -5.4% Avg. COGS/Clinical Genetic Test $ 241 $ 220 $ 217 $ 204 % Change (YoY) -4.7% -8.6% -12.7% -6.2% * See Appendix for definitions of Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS as well as a reconciliation of GAAP Net Income to Adjusted financial information. (1) 2014 figures include the results of PathLogic from the date of the acquisition on July 8, 2014. (2) 2015 figures include the results of Clarient for two days from the date the acquisition was consummated on December 30, 2015. (3) All Operating data refers to Clinical Genetic Testing and excludes the results from PathLogic and the Pharma Services Division.
  • 18. Building One Growth-Driven Company l 18 Confidential 18 NEO’s Acquisition Strategy NEO Focus – Upper right hand quadrant Synergistic Deals High HighLow Market Growth Technologies Clarient Attributes  Technology leader  High growth (clinical trials)  Revenue scale  Nationwide presence  Complementary footprint  Geographic proximity  Ongoing GE affiliation NextGen Seq Digital Companion Dx Pathology Oncology FISH Clinical Trials Flow Cytogenetics Traditional Anatomic Path. BioInformatics
  • 19. Building One Growth-Driven Company l 19 Key Benefits • Synergy potential of $20mm - $30mm/year within 3 years – Laboratory, Purchasing, Cross-selling, etc. • East Coast/West Coast labs – Combine Irvine and Aliso Viejo • Highest quality and lowest cost position in every testing discipline – FISH, Flow, Cytogenetics, IHC, Digital Pathology, Molecular • Leadership in hematological and solid tumor cancers – One-stop-shop for clients with broad geographical coverage • Potential to be a leading consolidator going forward • GE as significant long-term Investor – Collaboration in Bioinformatics and Precision Oncology • Significant clinical trials business – Combined business approximates $25mm revenue
  • 20. Building One Growth-Driven Company l 20 Confidential 2016 - Combined Pro Forma Revenue Bridge(1) (1) Preliminary Estimate - Subject to further refinements We estimate combined revenue of approx. $245 – $250 mm in 2016… • CMS Reimbursement estimates includes net positive price adjustments of $5-7 mm. We estimate $2 MM of revenue synergies and approximately $5.5 MM of revenue distractions relating to sales pipeline reductions. • Clarient revenue includes gross up for estimated Bad Debt, which was previously netted from Revenue. $0 $50 $100 $150 $200 $250 $300 Neo Clarient* CMS Fees Synergies Distractions New Neo $120mm $125mm $6 mm $2 mm ($5.5mm) $247.5mm
  • 21. Building One Growth-Driven Company l 21 Confidential 21 2016 Pro Forma Adjusted EBITDA Bridge (1) • NEO expects to realize $20-30 MM of total synergies in the next 3 years with approximately 75% of such synergies being cost synergies as a result of efficiencies gained through the combination with Clarient. • 2016 Adjusted EBITDA assumes $6 MM of Cost Synergies. • 2016 Adjusted EBITDA estimates a $2.5mm reduction to Adjusted EBITDA as a result of revenue distractions (50% of revenue distractions) expected during the integration. (1) Preliminary Estimate – Subject to further refinements We estimate combined Adj. EBITDA of approx. $36 – $38 mm in 2016… $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 Neo Clarient CMS Fees Synergies Distraction New Neo $18.5 mm $9 mm $6 mm $6mm ($2.5mm) $37 mm
  • 22. Building One Growth-Driven Company l 22 Current 2016 Guidance* • Revenue: $245 - $250 MM • Adjusted EBITDA* 36 - 38 MM • Adjusted Net Income* 13 - 15 MM • Adjusted Diluted EPS* $0.14 - $0.16 * See Appendix for definitions of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS as well as a reconciliation of GAAP Net Income to Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS. 2016 net income available to common stockholders calculated in accordance with GAAP will be impacted by certain non-cash charges, including: (i) expenses related to variable stock-based compensation, (ii) approximately $7.3 million of expense related to the amortization of customers lists and other intangibles from the Path Logic and Clarient acquisitions, (iii) approximately $7.4 million of deemed preferred stock dividends, and (iv) approximately $14.9 million of related to the amortization of the beneficial conversion feature related to the preferred stock issued in connection with the Clarient acquisition. These non-cash charges have been included in GAAP net income (loss) available to common shareholders and GAAP net income (loss) per share; however, they have been removed from Adjusted Net Income and Adjusted Diluted Net Income per Share. As a result, the Company expects 2016 diluted net loss per share calculated in accordance with GAAP to be $0.42 - $0.44 per share lower than 2016 Adjusted Diluted Net Income per Share. NeoGenomics believes that Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS provide a more consistent measurement of operating performance and trends across reporting periods by excluding from income those cash and non-cash items of expense (income) not directly related to ongoing operations. Adjusted figures also assists investors in performing analysis that is consistent with financial models developed by research analysts. Investors should consider non-GAAP results together with GAAP results in analyzing NeoGenomics financial performance.
  • 23. Building One Growth-Driven Company l 23 NeoGenomics Vision and Goals Leadership Goals: • Be the leading oncology-focused testing and information company in the World. • Innovate aggressively to advance precision medicine. • Be the highest quality and lowest cost provider in each product area Competencies: • Outstanding Scientific, Medical and Informatics expertise. • Partnerships for efficiency/effectiveness across health-care care continuum • Disciplined process management and quality systems. • Entrepreneurial, values-driven culture. Financial Performance Goals: • Consistent and sustainable double-digit revenue growth. • Clinical Trials > 15% of revenue. • Adjusted EBITDA margin of 20-25% when annual revenue >$300 MM.
  • 24. Building One Growth-Driven Company l 24 Appendix
  • 25. Building One Growth-Driven Company l 25 CMS Reimbursement will be Stabile in 2017 CPT Proc Code Procedure Description National Unadj Rate 2014 National Unadj Rate 2015 National Unadj Rate 2016 2016 vs 2015 % change Final Rule - Implied National Unadj Rate 2017 (1) % Change 2017 Final Rule vs Prelim Rule % Change 2017 Final Rule vs 2016 88184 FLOW 1ST MARKER 87.77$ 94.51$ 76.26$ -19.3% 61.73$ 0.3% -19.1% 88185 FLOW EACH ADDL MARKER 53.73$ 57.49$ 46.55$ -19.0% 37.68$ 0.3% -19.1% 88189 FLOW INTERP 16 OR MORE MARKERS 110.69$ 113.91$ 114.22$ 0.3% 92.59$ 0.3% -18.9% 88374 FISH AUTOMATED PER PROBE (Multiplex Probe Stain) 255.77$ 205.54$ 345.87$ 68.3% 343.45$ 1.3% -0.7% 88374-TC FISH AUTOMATED PER PROBE TECH (Multiplex Probe Stai 193.08$ 160.26$ 299.68$ 87.0% 297.16$ 1.4% -0.8% 88374-26 FISH AUTOMATED PER PROBE INTERP (Multiplex Probe St 62.69$ 45.28$ 46.19$ 2.0% 46.30$ 0.3% 0.2% 88121 FISH AUTOMATED - UROVYSION 508.30$ 556.97$ 558.55$ 0.3% 553.76$ 1.3% -0.9% 88121-TC FISH AUTOMATED - UROVYSION 459.99$ 505.23$ 506.63$ 0.3% 501.72$ 1.4% -1.0% 88121-26 FISH AUTOMATED - UROVYSION 48.31$ 51.74$ 51.92$ 0.3% 52.04$ 0.3% 0.2% Uses G0461 in 2014 88342 IMMUNOHISTOCHEMISTRY (1st Stain) 88.48$ 90.91$ 107.41$ 18.1% 108.38$ 0.7% 0.9% 88342 - TC IMMUNOHISTOCHEMISTRY TECH (1st Stain) 57.67$ 54.26$ 70.18$ 29.3% 71.06$ 0.8% 1.3% 88342 - PC IMMUNOHISTOCHEMISTRY INTERP (1st Stain) 30.81$ 36.65$ 37.24$ 1.6% 37.32$ 0.3% 0.2% Uses G0462 in 2014 88341 IMMUNOHISTOCHEMISTRY (Add'l Stain) 68.42$ 67.91$ 90.23$ 32.9% 92.23$ 2.3% 2.2% 88341 - TC IMMUNOHISTOCHEMISTRY TECH (Add'l Stain) 55.88$ 45.99$ 62.30$ 35.5% 62.45$ 0.9% 0.2% 88341 - PC IMMUNOHISTOCHEMISTRY INTERP (Add'l Stain) 12.54$ 21.92$ 27.93$ 27.4% 29.79$ 5.4% 6.7% Uses G0461 in 2014 88344 IMMUNOHISTOCHEMISTRY (each Multiplex Stain) 88.48$ 117.50$ 174.01$ 48.1% 174.78$ 0.9% 0.4% 88344 - TC IMMUNOHISTOCHEMISTRY TECH (each Multiplex Stain) 57.67$ 77.26$ 133.19$ 72.4% 133.86$ 1.1% 0.5% 88344 - PC IMMUNOHISTOCHEMISTRY INTERP (each Multiplex Stain) 30.81$ 40.25$ 40.82$ 1.4% 40.91$ 0.3% 0.2% 88361 MORPHOLOGY, EACH ANTIBODY - AUTOMATED 157.98$ 170.32$ 149.66$ -12.1% 156.83$ 0.5% 4.8% 88361-TC MORPHOLOGY TECH, EACH ANTIBODY - AUTOMATED 98.51$ 109.96$ 88.79$ -19.3% 95.82$ 1.1% 7.9% 88361-26 MORPHOLOGY INTERP, EA ANTIBODY - AUTOMATED 59.47$ 60.37$ 60.87$ 0.8% 61.01$ -0.3% 0.2% (1) Source: CMS Final Rule on 2017 Physician Fee Schedule (CMS-1654-F issued 11/2/16). Assumes no other Physician Fee Schedule rule changes or limited coverage determinations are implemented for 2017. Uses Estimated Conversion Factor of 35.8887 taken from Section VI(C)(1) of CMS-1654-F (page 1326 of display copy of rule on CMS website).
  • 26. Building One Growth-Driven Company l 26 Confidential  Core business focused on IHC, Flow, FISH, Cytogenetics and Molecular tests  National reach with focus on both independent and hospital pathologists  Consistently strong growth - early development to late stage testing  ~ 200 projects in process for >30 customers Clarient Overview 26  IHC/Digital Pathology: Large and Industry leading capabilities  FISH/ISH: Similar Instrumentation and capabilities  FLOW: Similar instrumentation and capabilities  Molecular: Smaller menu  Cytogenetics: Similar capabilities Facilities/Infrastructure Customer Mix Product Lines (1)  78,000 sq. ft. Lab located in Aliso Viejo, CA  Available Capacity due to efficient workflow and processes.  Uses similar equipment and Instrumentation.  Uses similar IT Labs Systems and database structure  24,000 sq. ft. facility located in Houston, TX IHC 42% FISH/ISH 19% FLOW 14% Molecular 15% Cyto 5% Other 5% (1) Clinical operations only. Percentage of tests Performed. CLINICAL CUSTOMERS BIOPHARMA CUSTOMERS and Other
  • 27. Building One Growth-Driven Company l 27 Confidential Clarient Test Volume and Average Unit Price Revenue by Customer Type: Tests 2013 2014 2015 PF 2013 2014 2015 Clinical $111.9 $106.5 $93.8 Clinical Revenue $111.9 $106.5 $93.8 BioPharma 13.8 20.7 23.0 Tests 297.7 284.7 271.3 Total Revenue 125.7 127.2 116.8 AUP (1) $376 $374 $346 Bad Debt Acctng Adj(2) 6.6 6.7 8.2 Bad Debt Acctng Adj(2) 19.8 19.7 26.1 Proforma Rev to NEO $132.3 $133.9 $125.0 Proforma AUP to NEO $396 $394 $372 (1) Average Unit Price is based on revenue from clinical testing (excluding BioPharm tests). (2) Historically, Clarient booked Bad Debt as a reduction to revenue, wheras NEO books it in GA. $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 2013 2014 2015 PF BioPharma Clinical 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 2013 2014 2015Est Tests
  • 28. Building One Growth-Driven Company l 28 2015 Pro Forma Financial Information (Dollars in Millions) Clarient NeoGenomics Comined 2015 2015 2015 Pro Forma Audited Pro Forma Revenue 116.8$ 99.8$ 216.6$ Estimated Revenue using Neo Policie 125.0 (1) 99.8 224.8 EBITDA* 5.7 (2) 9.7 15.4 Pro Forma Adjusted EBITDA 9.2 (3) 9.7 18.9 (1) 2015 Revenue using NEO's Policies adds back 7% of net revenue for bad debt and moves this charge to G&A. (2) 2015 EBITDA excludes a $47.6 MM impairment charge to reduce the value of intangibles. (3) Pro Forma Adjusted EBITDA includes adjustments to reflect the business being acquired.
  • 29. Building One Growth-Driven Company l 29 Confidential Clarient Revenue and Payer Mix in 2014 Payor Mix - 2014 Clinical Only 2014 Payor Mix Client 39.6% Insurance 34.4% Government 12.4% HMO 5.3% Patient/Other 8.3% Total 100.0% Client Insurance Government HMO Patient/Other
  • 30. Building One Growth-Driven Company l 30 Clarient Transaction Consideration • $80 MM Cash – $15 MM – NEO cash from balance sheet – $10 MM – New, 5-year $25mm revolver – $55 MM – New, 5-year Term Loan • 14.67 MM Shares of Series A Redeemable Preferred Stock – Issued at $7.50 per share – Redeemable by NEO at any time at the issue price plus accrued PIK dividends – 4% annual PIK dividend begins 1/1/17 and increases after Year 4 by 1% per year to 10% in year 10. – Up to $10 MM discount for early redemption (declining discount over 4 years) – GE Ability to convert to common after 3 years if common stock > $8.00 per share for 30 consecutive trading days. – Valued at $73.2 MM for GAAP fair market value on closing date • 15 MM Shares of Common Stock – Valued at $102.5 MM for GAAP fair market value on closing date
  • 31. Building One Growth-Driven Company l 31 Confidential Reconciliation of GAAP Net Income to Adjusted EBITDA “Adjusted EBITDA” is defined by NeoGenomics as net income from continuing operations before: (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, (iv) non-cash, stock-based compensation expense, and if applicable in a reporting period (v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or expenses. Use of non-GAAP Financial Measures: NeoGenomics believes that using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the company’s core operating results and the comparison of core operating results more consistently across reporting periods. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage the company’s business. These non-GAAP financial measures enable investors to evaluate our operating results and future prospects in the same manner as management and research analysts. The non-GAAP financial measures do not replace the presentation of GAAP financial results and should only be used as a supplement to and not as a substitute for financial results presented in accordance with GAAP. There are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation, and do not therefore present the full measure of NeoGenomics recorded costs against its net revenue. In addition, non-GAAP financial measures as defined by NeoGenomics may differ from non-GAAP measures used by other companies. Reconciliation of GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA (Unaudited, in thousands) For the three months ended September 30, For the nine months ended September 30, 2016 2015 2016 2015 Net Income (Loss) (per GAAP) $ (67)$ (125)$ 500 $ (1,062) Adjustments to Net Income (Loss): Interest expense 1,468 239 4,509 623 Income tax expense (6) — 500 20 Amortization of intangibles 1,818 93 5,454 283 Depreciation 4,222 1,722 11,550 4,971 EBITDA 7,435 1,929 22,513 4,835 Further Adjustments to EBITDA: Non-cash stock based compensation 1,686 887 4,024 1,907 Adjusted EBITDA (non-GAAP) $ 9,121 $ 2,816 $ 26,537 $ 6,742
  • 32. Building One Growth-Driven Company l 32 Confidential Reconciliation of GAAP Net Income to Adjusted Net Income & GAAP Diluted EPS to Adjusted Diluted EPS Reconciliation of GAAP Net Income Available to Common Stockholders to Non-GAAP Adjusted Net Income and GAAP Earnings per Share to Non-GAAP Adjusted Earnings per Share (Unaudited, in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net (loss) available to common stockholders (GAAP) $ (5,634) $ (125) $ (16,200) $(1,062) Adjustments to Net Loss: Amortization of intangibles 1,818 93 5,454 283 Non-cash stock based compensation expenses 1,686 887 4,024 1,907 Deemed dividends on preferred stock 1,840 — 5,520 — Amortization of preferred stock beneficial conversion feature 3,727 — 11,180 — Adjusted net income (non-GAAP) $ 3,437 $ 855 $ 9,978 $ 1,128 Net loss per common share (GAAP) Diluted EPS $ (0.07) $ (0.00) $ (0.21) $ (0.02) Adjustments to diluted loss per Share: Amortization of intangibles 0.02 — 0.06 0.01 Non-cash stock based compensation expenses 0.02 0.01 0.04 0.03 Deemed dividends on preferred stock 0.02 — 0.06 — Amortization of preferred stock beneficial conversion feature 0.04 — 0.12 — Impact of including preferred shares and stock options/warrants in Adj. Diluted Shares(3) 0.01 — 0.04 — Adjusted Diluted EPS (non-GAAP) $ 0.04 $ 0.01 $ 0.11 $ 0.02
  • 33. Building One Growth-Driven Company l 33 Confidential “Adjusted Net Income” is defined by NeoGenomics as net income available to common shareholders from continuing operations plus: (i) non-cash amortization of customer lists and other intangible assets, (ii) non-cash, stock-based compensation expense, (iii) non-cash deemed dividends on preferred stock, (iv) non-cash amortization of preferred stock beneficial conversion feature, and if applicable in a reporting period (v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or expenses. “Adjusted EPS” is calculated using Adjusted Basic Shares and Adjusted Diluted Shares outstanding. Adjusted Basic Shares and Adjusted Diluted Shares include the weighted average number of common shares that would be outstanding if the preferred stock 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. In addition, If GAAP Net Income is negative and Adjusted Net Income is positive, Adjusted Diluted Shares will also include any options or warrants that would be outstanding as dilutive instruments using the treasury stock method. Reconciliation of GAAP Net Income to Adjusted Figures Weighted average shares used in computation of adjusted diluted earnings per share: Diluted Common Shares (GAAP) 78,145 60,537 77,224 60,4 Options and warrants not included in GAAP Diluted Shares (using treasury stock method) 2,052 3,344 1,685 2,80 Weighted Avg. Preferred Shares (as converted) 14,667 — 14,667 — Adjusted Diluted Shares outstanding (non-GAAP) 94,864 63,881 93,576 63,2