Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.6.0.2
Acquisitions
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Acquisitions

Note D – Acquisitions

Clarient

On December 30, 2015 (“the acquisition date”), the Company acquired from GE Medical Holding AB (“GE Medical”), a subsidiary of General Electric Company (“GE”), all of the issued and outstanding shares of common stock of Clarient, Inc., (“Clarient”) a wholly owned subsidiary of GE Medical, for a purchase price consisting of (i) cash consideration of approximately $73.8 million, which includes an approximately $6.7 million estimated working capital adjustment and adjustments for estimated cash on hand and estimated indebtedness of Clarient on the Closing Date, (ii) 15,000,000 shares of NeoGenomics’ common stock, and (iii) 14,666,667 shares of NeoGenomics’ Series A Preferred Stock pursuant to the Stock Purchase Agreement.

The cash consideration paid as part of the purchase price was funded through the following:

 

The Company paid approximately $10.7 million using cash on hand

 

Approximately $9.5 million, net of transaction costs was funded using the revolving credit facility

 

Approximately $53.6 million, net of transaction costs was funded using the term loan

On December 21, 2015 shareholders approved and on December 28, 2015, NeoGenomics filed with the Secretary of State of the State of Nevada amendments to its Articles of Incorporation to increase the authorized number of shares of common stock from 100.0 million shares to 250.0 million shares and to increase the authorized number of shares of preferred stock from 10.0 million shares to 50.0 million shares in order to fund the common and preferred stock portion of the purchase price.  

The Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient.  The common stock includes restrictions imposed on the holder in the Investor Board Rights, Lockup and Standstill Agreement.  We estimated the fair value of the common stock consideration using inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumption in the fair value determination was a 15 percent discount due to lack of marketability of the common stock as a result of the restrictions imposed on the holder.  The acquisition date fair value of common stock transferred is calculated below ($ in thousands, except share and per share amounts):  

  

Common Stock Valuation

 

Amount

 

Shares of common stock issued as consideration

 

 

15,000,000

 

Stock price per share on closing date

 

$

8.04

 

Value of common stock issued as consideration

 

$

120,600

 

Issue discount due to lack of marketability

 

$

(18,090

)

Fair value of common stock at December 30, 2015

 

$

102,510

 

The Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient.  The rights of the Series A Preferred Stock are described in Note H-Class A Redeemable Convertible Preferred Stock.  We estimated the fair value of the Series A Preferred Stock consideration using significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The fair value of the Series A Preferred Stock at the acquisition date was $73.2 million or $4.99 per share.  This fair value was further reduced by the intrinsic value assigned to the beneficial conversion feature to arrive at a carrying amount of $28.6 million.  In December of 2016, we redeemed 8,066,667 shares of the Series A Preferred Stock, leaving 6,600,000 shares outstanding at December 31, 2016.

On a fully diluted basis, assuming full conversion of the Series A Preferred Stock, GE Medical would have owned approximately 32% of NeoGenomics at the date of issuance and approximately 25% as of December 31, 2016, after the redemption of shares.  In addition, pursuant to the Investor Board Rights, Lockup and Standstill Agreement, NeoGenomics was required to appoint a director designated by GE Medical Systems to the Board.  

 

The following table summarizes the final amounts for the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

 

 

December 30, 2015

(As Initially Reported)

 

 

Measurement Period Adjustments

 

 

December 30, 2015

(Final)

 

Current assets, including cash and cash equivalents of $890

 

$

31,978

 

 

$

672

 

 

$

32,650

 

Property and equipment

 

 

19,241

 

 

 

(64

)

 

 

19,177

 

Identifiable intangible assets – customer relationships

 

 

84,000

 

 

 

-

 

 

 

84,000

 

Goodwill

 

 

143,493

 

 

 

598

 

 

 

144,091

 

Total assets acquired

 

 

278,712

 

 

 

1,206

 

 

 

279,918

 

Current liabilities

 

 

(12,631

)

 

 

188

 

 

 

(12,443

)

Deferred tax liability

 

 

(17,904

)

 

 

(964

)

 

 

(18,868

)

Long-term liabilities

 

 

(103

)

 

 

-

 

 

 

(103

)

Net assets acquired

 

$

248,074

 

 

$

430

 

 

$

248,504

 

 

The measurement period adjustments were complete as of December 30, 2016.

 

Of the $84.0 million of acquired intangible assets, $81.0 million was assigned to customer relationships which are being amortized over fifteen years and $3.0 million was assigned to trade names which are being amortized over two years.  We recorded approximately $7.3 million and $36 thousand of amortization expense for the years ended December 31, 2016 and 2015.

The goodwill arising from the acquisition of Clarient includes revenue synergies as a result of our existing customers and Clarient’s customers having access to each other’s testing menus and capabilities and also from the new product lines which Clarient adds to the Company’s product portfolio.  None of the goodwill is expected to be deductible for income tax purposes.  The fair value of accounts receivable acquired is approximately $28.8 million.

The Company recognized acquisition related transaction costs of approximately $4.7 million during the year ended December 31, 2015.  These costs include due diligence, legal, consulting and other transaction related expenses associated with the acquisition of Clarient. These expenses were included in general and administrative expenses in our consolidated statements of operations for the year ended December 31, 2015.  

The amount of revenue and earnings of Clarient since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2015 are as follows (in thousands):

 

 

 

For the period December 30, 2015

through December 31, 2015

 

Revenue

 

$

665

 

Gross Margin

 

$

297

 

Net Income

 

$

26

 

 

The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results.

 

 

 

Years ended December 31,

(unaudited)

 

 

 

2015

 

 

2014

 

Revenue

 

$

216,029

 

 

$

214,293

 

Net (loss) attributable to common stockholders

 

 

(71,365

)

 

 

(34,084

)

(Loss) per share

 

$

(0.94

)

 

$

(0.50

)

Basic

 

 

75,526

 

 

 

68,483

 

Diluted

 

 

75,526

 

 

 

68,483

 

 

The unaudited pro forma consolidated results during the years ended December 31, 2015 and 2014 have been prepared by adjusting our historical results to include the Acquisition as if it occurred on January 1, 2014. These unaudited pro forma consolidated historical results were then adjusted for the following:

 

 

Remove transaction expenses from the year ended December 31, 2015 and record them in the year ended December 31, 2014

 

Adjustments to reflect amortization and depreciation expense associated with the acquired assets, partially offset by the elimination of the amortization and depreciation expense associated with Clarient’s historical assets.

 

Removal of costs associated with MultiOmyx, assets not acquired in the transaction, and to record royalty fees due to GE Medical for continued use of the MultiOmyx product.

 

Remove general and administrative expenses related to a Lab Services Agreement with the Saudi Arabian National Guard Health Affairs, as GE Medical will retain this agreement.

 

Record interest expense under the Credit Facilities and amortization of financing costs classified as interest expense.

 

Remove royalty costs associated with the use of the GE brand as NeoGenomics will discontinue the use of the GE brand.

 

Accrue for dividends on the Series A Preferred stock and to amortize a portion of the beneficial conversion feature

As noted above, the unaudited pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.