Form: 8-K

Current report filing

October 25, 2017

Exhibit 99.1

 

 


 

NEOGENOMICS, INC.

PRESS RELEASE

 

 

 

FOR IMMEDIATE RELEASE

 

NeoGenomics Reports Revenue of $63.1 Million on 17% Volume Growth and 11% Reduction in Average Cost per Test in the Third Quarter of 2017

 

37% Increase in Pharma Services Revenue

 

Ft. Myers, Florida – October 25, 2017 - NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, today reported its results for the third quarter of 2017.

 

Third Quarter 2017 Highlights:

 

 

17% increase in clinical genetic testing volume(1)

 

4% increase in consolidated revenue to $63.1 million

 

11% reduction in average cost per clinical genetic test(1)

 

Improvement in Gross Margin to 45.7% from 45.0% in Q3 16

 

GAAP EPS of ($0.10) per share and non-GAAP Adj. Diluted EPS(2) of $0.01 per share

 

Consolidated revenues for the third quarter of 2017 were $63.1 million, an increase of 4% over the same period last year.  Clinical genetic test volume(1) increased 17% year over year.  Average revenue per clinical genetic test (“Revenue per Test”) decreased by 11% to $342, primarily due to changes in test mix and a one-time $1.3 million revenue adjustment at quarter-end related to unbilled tests that were processed with insufficient specimen material.  As a result of its divestiture on August 1, 2017, PathLogic revenue decreased by $1.4 million, or 78%, from the same period last year.  The Company also estimates that Hurricanes Harvey and Irma depressed test volume by approximately 1.5% and revenue by approximately $1.0 million in the third quarter.  

 

Consolidated gross profit improved by $1.5 million, or 5%, compared to last year’s third quarter and consolidated gross margin improved by 70 basis points to 45.7%.  Gross margin improvement was driven by increased clinical test volume, an 11% reduction in average cost-of-goods-sold per clinical genetic test (“Cost per Test”), and a margin expansion in the Pharma Services business.  

 

Consolidated operating expenses increased by $5.2 million, or 20%, from last year’s third quarter, primarily as a result of increased bad-debt and personnel expenses including non-cash stock-based compensation.  

 


 

 

Interest expense for the quarter decreased by 5% from the last year’s third quarter as a result of refinancing our bank debt in December of 2016 at significantly lower interest rates.  The Company also recorded a $1.1 million loss on the sale of PathLogic in Quarter 3.

 

Net loss in Quarter 3 was $5.1 million, versus a net loss of $67,000 in last year’s third quarter.  GAAP loss per share available to common stockholders, after deducting non-cash preferred stock charges, was ($0.10) in Quarter 3, versus ($0.07) per share in last year’s third quarter.  

 

Adjusted EBITDA(2) was $6.0 million in Quarter 3, a 34% reduction from the prior year.  The Company estimates that Adjusted EBITDA was reduced by approximately $1.2 million from the two hurricanes and by $1.3 million from the one-time revenue adjustment for unbilled tests.  Adjusted Net Income(2) was $474,000 as compared to $3.4 million in the prior year.  Adjusted Diluted EPS(2) was $0.01 per share, as compared to $0.04 in last year’s third quarter.

 

Douglas M. VanOort, the Company’s Chairman and CEO, commented, “Quarter 3 had several unique challenges.  We were impacted by two Category 4 Hurricanes which hit our labs in Houston and in Fort Myers.  The quarter also had the sale of PathLogic, a one-time adjustment to our unbilled tests and elevated levels of bad debt.  We believe these items are either one-time in nature or short-term trends and we exited the quarter with strong growth momentum in both our Clinical and Pharma Services divisions.  Combined with our continued focus on operating excellence, we expect to get back to higher levels of Adjusted EBITDA and Net Income quickly.”  

 

Mr. VanOort concluded, “We are particularly pleased with momentum in our Pharma Services Division, as we signed a record $17.5 million of net new contracts and ended the quarter with a $58 million backlog of contracted revenue, a 76% increase over last year.  Pharma Services revenue increased 37% from last year to a record $6.9 million driven by immuno-oncology related work, including our proprietary MultiOmyx testing platform.  We are also pleased to report that our new Rolle, Switzerland lab facility near Geneva is now open for business as part of our initiative to become a worldwide partner to the Pharma industry.”     

      

Quarter 4 Financial Outlook:

 

NeoGenomics also issued preliminary guidance for the fourth quarter 2017, which excludes the operations of PathLogic.  The Company expects fourth quarter consolidated revenue to be in the range of $65 - $67 million and GAAP Diluted EPS to be a loss of ($0.04) – ($0.03) per share.   The Company expects Adjusted EBITDA(2) to be $9 - $10 million, Adjusted Net Income(2) to be $3.7 - $4.2 million, and Adjusted Diluted EPS(2) to be $0.04 - $0.05 per share.

 

Please also refer to the tables reconciling forecasted Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA to their closest GAAP equivalents in the section of this report entitled “Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures.”

 

The Company reserves the right to adjust this guidance at any time based on the ongoing execution of its business plan.  Current and prospective investors are encouraged to perform their own due diligence before buying or selling any of the Company’s securities, and are reminded that the foregoing estimates should not be construed as a guarantee of future performance.  

 

____________________

2

 


 

 

(1)

Clinical genetic tests exclude tests performed for Pharma Services customers and tests performed by PathLogic.

 

(2)

NeoGenomics has provided adjusted financial information that has not been prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS.  Each of these measures is defined in the section of this report entitled “Non-GAAP Financial Measures,” and the basis for using these measures is explained in the section entitled “Basis for Non-GAAP Adjustments.”  See also the tables reconciling such measures to their closest GAAP equivalent.

 

Conference Call

 

The Company has scheduled a webcast and conference call to discuss their Q3 2017 results on Wednesday, October 25, 2017 at 10:00 AM EDT.  Interested investors should dial (877) 407-8035 (domestic) and (201) 689-8035 (international) at least five minutes prior to the call.  A replay of the conference call will be available until 10:00 PM on November 1, 2017 and can be accessed by dialing (877) 481-4010 (domestic) and (919) 882-2331 (international). The playback conference ID Number is 20357.  The web-cast may be accessed under the Investor Relations section of our website at www.neogenomics.com or http://www.investorcalendar.com/event/20357.  An archive of the web-cast will be available until 10:00 PM on January 25, 2018.

 

About NeoGenomics, Inc.

 

NeoGenomics, Inc. specializes in cancer genetics testing and information services.  The Company provides one of the most comprehensive oncology-focused testing menus in the world for Physicians to help them diagnose and treat cancer.  The Company’s Pharma Services division serves pharmaceutical clients in clinical trials and drug development.  

 

Headquartered in Fort Myers, FL, NeoGenomics operates CLIA certified laboratories in Aliso Viejo and Fresno, California; Tampa and Fort Myers, Florida; Houston, Texas and Nashville, Tennessee.  NeoGenomics serves the needs of pathologists, oncologists, academic centers, hospital systems, pharmaceutical firms, integrated service delivery networks, and managed care organizations throughout the United States. For additional information about NeoGenomics, visit http://neogenomics.com/.

 

Forward Looking Statements

 

Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995, including the information set forth in the “Full-Year 2017 Financial Outlook”.  These forward looking statements involve a number of risks and uncertainties that could cause actual future results to differ materially from those anticipated in the forward-looking statements as the result of the Company’s ability to continue gaining new customers, offer new types of tests, integrate its acquisition of the Clarient business, and otherwise implement its business plan, as well as additional factors discussed under the heading “Risk Factors” and elsewhere in the Company’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2017.  As a result, this press release should be read in conjunction with the Company's periodic filings with the SEC.  In addition, it is the Company’s practice to make information about the Company available by posting copies of its Company Overview Presentation from time to time on the Investor Relations section of its website at http://ir.neogenomics.com/.

 

Forward-looking statements represent the Company’s estimates only as of the date such

3

 


 

statements are made (unless another date is indicated) and should not be relied upon as representing the Company’s estimates as of any subsequent date.  While the Company may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its estimates change.

 

For further information, please contact:

 

NeoGenomics, Inc.

Steven C. Jones

Executive Vice President & Dir. of Investor Relations

(239) 325-2001

sjones@neogenomics.com

 

4

 


 

NeoGenomics, Inc.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

 

ASSETS

 

September 30,

2017

 

 

December 31,

2016

 

Cash and cash equivalents

 

$

12,211

 

 

$

12,525

 

Accounts receivable (net of allowance for doubtful accounts of

$10,937 and $13,699, respectively)

 

 

62,723

 

 

 

55,512

 

Inventory

 

 

6,088

 

 

 

6,253

 

Other current assets

 

 

4,725

 

 

 

4,535

 

Total current assets

 

 

85,747

 

 

 

78,825

 

 

 

 

 

 

 

 

 

 

Property and equipment (net of accumulated depreciation of $37,496 and $27,102, respectively)

 

 

34,549

 

 

 

34,036

 

Intangible assets, net

 

 

76,330

 

 

 

77,064

 

Goodwill

 

 

147,019

 

 

 

147,019

 

Other assets

 

 

250

 

 

 

174

 

TOTAL ASSETS

 

$

343,895

 

 

$

337,118

 

 

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Accounts payable and other current liabilities

 

$

31,628

 

 

$

29,380

 

Short-term portion of capital leases and debt

 

 

8,486

 

 

 

8,733

 

     Total current liabilities

 

 

40,114

 

 

 

38,113

 

 

 

 

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

 

 

 

  Long-term portion of capital leases and senior debt

 

 

96,575

 

 

 

97,436

 

  Deferred income tax liability, net

 

 

7,548

 

 

 

14,973

 

Total long-term liabilities

 

 

104,123

 

 

 

112,409

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

144,237

 

 

 

150,522

 

 

 

 

 

 

 

 

 

 

Series A Redeemable Convertible Preferred Stock

 

 

30,125

 

 

 

22,873

 

Stockholders' equity

 

 

169,533

 

 

 

163,723

 

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 

$

343,895

 

 

$

337,118

 

 

 

 

5

 


 

NeoGenomics, Inc.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Net Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical testing

$

56,186

 

 

$

55,739

 

 

$

172,668

 

 

$

166,674

 

 

Pharma Services

 

6,866

 

 

 

5,022

 

 

 

18,150

 

 

 

16,919

 

 

Total Revenue

 

63,052

 

 

 

60,761

 

 

 

190,818

 

 

 

183,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Cost of revenue

 

34,242

 

 

 

33,416

 

 

 

103,634

 

 

 

100,471

 

 

Gross Profit

 

28,810

 

 

 

27,345

 

 

 

87,184

 

 

 

83,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

23,267

 

 

 

19,025

 

 

 

66,743

 

 

 

55,810

 

 

Research and development

1,270

 

 

 

967

 

 

 

3,080

 

 

 

3,719

 

 

Sales and marketing

 

6,577

 

 

 

5,958

 

 

 

18,466

 

 

 

18,084

 

 

Total operating expenses

 

31,114

 

 

 

25,950

 

 

 

88,289

 

 

 

77,613

 

 

Income (Loss) From Operations

 

(2,304

)

 

 

1,395

 

 

 

(1,105

)

 

 

5,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

1,398

 

 

 

1,468

 

 

 

4,173

 

 

 

4,509

 

 

Other expense

 

1,058

 

 

 

-

 

 

 

1,058

 

 

 

-

 

 

Income (loss) before taxes

 

(4,760

)

 

 

(73

)

 

 

(6,336

)

 

 

1,000

 

 

Income tax expense (benefit)

 

340

 

 

 

(6

)

 

 

(539

)

 

 

500

 

 

Net Income (Loss)

 

(5,100

)

 

 

(67

)

 

 

(5,797

)

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividends on preferred stock

912

 

 

 

1,840

 

 

 

2,734

 

 

 

5,520

 

 

Amortization of preferred stock beneficial conversion feature

 

1,739

 

 

 

3,727

 

 

 

5,122

 

 

 

11,180

 

 

Net (Loss) Attributable to Common Stockholders

$

(7,751

)

 

$

(5,634

)

 

$

(13,653

)

 

$

(16,200

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.10

)

 

$

(0.07

)

 

$

(0.17

)

 

$

(0.21

)

 

Diluted

$

(0.10

)

 

$

(0.07

)

 

$

(0.17

)

 

$

(0.21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Used in Computation of Earnings per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

79,617

 

 

 

78,145

 

 

 

79,208

 

 

 

77,224

 

 

Diluted

 

79,617

 

 

 

78,145

 

 

 

79,208

 

 

 

77,224

 

 

 


6


 

NeoGenomics, Inc.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)  

 

 

 

For the Nine Months ended

September 30,

 

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(5,797

)

 

$

500

 

Adjs. to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

11,739

 

 

 

11,550

 

Amortization of debt issue costs

 

 

330

 

 

 

532

 

Amortization of intangible assets

 

 

5,201

 

 

 

5,454

 

Loss on sale of business

 

 

1,058

 

 

 

-

 

Non-cash warrant and stock based compensation

 

 

5,812

 

 

 

4,024

 

Provision for bad debts

 

 

13,026

 

 

 

8,183

 

Changes in assets and liabilities, net

 

 

(19,091

)

 

 

(8,525

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

12,278

 

 

 

21,718

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(10,167

)

 

 

(5,328

)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(10,167

)

 

 

(5,328

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from revolving credit facility, net

 

 

2,496

 

 

 

-

 

Repayments to revolving credit facility

 

 

-

 

 

 

(10,044

)

Repayment of capital lease obligations, loans

 

 

(4,126

)

 

 

(3,874

)

Repayments on term loan, net

 

 

(2,816

)

 

 

(413

)

Issuance of common stock

 

 

2,218

 

 

 

3,684

 

Payments of equity issue costs

 

 

(197

)

 

 

(228

)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

 

(2,425

)

 

 

(10,875

)

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(314)

 

 

 

5,515

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD

 

 

12,525

 

 

 

23,420

 

CASH AND CASH EQUIVALENTS, END OF THE PERIOD

 

$

12,211

 

 

$

28,935

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$

3,879

 

 

$

3,993

 

Income taxes paid

 

$

272

 

 

$

228

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING

AND FINANCING INFORMATION:

 

 

 

 

 

 

 

 

Equipment acquired under capital lease obligations

 

$

3,240

 

 

$

4,907

 

Fair value of restricted stock issued to fund purchase of customer list

 

$

4,466

 

 

$

-

 

 


7

 


 

Use of non-GAAP Financial Measures

 

The Company’s financial results and financial guidance are provided in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures.  Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of core operating results 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. Management believes that these non-GAAP financial measures enable investors to evaluate our operating results and future prospects in the same manner as management.  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, the Company’s 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 the Company’s recorded costs against its net revenue.  In addition, the Company’s definition of the non-GAAP financial measures below may differ from non-GAAP measures used by other companies.  

 

Definitions of Non-GAAP Measures

 

Non – GAAP 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 (vi) non-cash impairments of intangible assets (vii) debt financing costs (viii) and other significant non-recurring or non-operating (income) or expenses.

 

Non – GAAP Adjusted Net Income

 

“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 (vi) non-cash impairments of intangible assets (vii) debt financing costs (viii) and other significant non-recurring or non-operating (income) or expenses.

 

Non-GAAP Adjusted Diluted EPS

“Adjusted Diluted EPS” is defined by NeoGenomics as Adjusted Net Income divided by Adjusted Diluted Shares outstanding.  Adjusted Diluted Shares outstanding is the sum of Diluted shares outstanding and 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.  

 

Basis for Non-GAAP Adjustments

 

NeoGenomics basis for excluding certain expenses (income) from GAAP financial measures, are outlined below:

 

 

Moving expenses – These expenses include costs associated with the move of our Irvine, California facility into our Aliso Viejo facility and restoring the Irvine facility back to its original condition at the end of the lease term.  We are adjusting for these costs in Adjusted EBITDA as the move was the direct result of the Clarient acquisition and will not be an annually recurring item.  Without adjusting for these expenses, the Company believes it would be difficult to compare financial results from operations across reporting periods on a consistent basis.

8

 


 

 

Amortization of intangible assets The intangible assets that give rise to this amortization expense relate to acquisitions, and the amounts allocated to such intangible assets and the terms of amortization vary by acquisition and type of asset.  NeoGenomics excludes these items to provide a consistent basis for comparing operating results across reporting periods, pre and post-acquisition.  

 

Stock-based compensation expenses – Because many of the company’s full-time physicians reside in California, state regulations against the corporate practice of medicine require us to retain their professional service corporations rather than hire them as employees.   GAAP provides that variable stock based compensation treatment be applied for non-employee service providers. This variable accounting treatment can cause significant fluctuations in quarterly expense based on changes in the Company’s stock price from one quarter to the next and result in large positive or negative impacts to total operating expenses.  Without adjusting for these non-cash expenses, the Company believes it would be difficult to compare financial results from core operations across reporting periods on a consistent basis.

 

Loss on sale of business – The impact of disposals of assets or businesses have been excluded as these losses represent infrequent transactions that impact the comparability between operating periods. We believe the adjustment of these losses supplements the GAAP information by providing a measure that may be used to assess the sustainability of our operating performance.

 

Deemed dividends on preferred stock – GAAP accounting for the unique structure of the Series A Redeemable Preferred Stock requires the Company to assume that such preferred stock will be outstanding for its entire ten-year term.   In addition, GAAP requires that the escalating preferred dividend rate over time be accelerated for accounting purposes and amortized on a straight-line basis over the ten-year life of the instrument, irrespective of the minimal contractual requirements for “paid in kind” stock dividends in the early years.  Since such implied dividends are not paid in cash, and since the Company believes that such preferred stock will be redeemed within the first three years it is outstanding, before any significant dividends have accrued under the contractual terms, the Company believes these non-cash expenses are not meaningful in evaluating the operating performance of the Company and it would be misleading to not adjust for such expenses across reporting periods.    

 

Amortization of preferred stock beneficial conversion feature – This non-cash expense is also a direct result of the complex GAAP accounting requirements for our Series A Redeemable Preferred Stock.  The Company believes this expense is not meaningful in evaluating the operating performance of the Company, distorts comparisons across reporting periods, and that it would be misleading to not adjust for such expenses across reporting periods.  

 

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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net Income (Loss) (GAAP)

 

$

(5,100

)

 

$

(67

)

 

$

(5,797

)

 

$

500

 

Adjustments to Net Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,398

 

 

 

1,468

 

 

 

4,173

 

 

 

4,509

 

Income tax expense (benefit)

 

 

340

 

 

 

(6

)

 

 

(539

)

 

 

500

 

Amortization of intangibles

 

 

1,751

 

 

 

1,818

 

 

 

5,201

 

 

 

5,454

 

Depreciation

 

 

3,833

 

 

 

4,222

 

 

 

11,739

 

 

 

11,550

 

EBITDA

 

 

2,222

 

 

 

7,435

 

 

 

14,777

 

 

 

22,513

 

Further Adjustments to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Facility moving expenses and other adjustments

 

 

5

 

 

 

-

 

 

 

620

 

 

 

-

 

Loss on sale of business

 

 

1,058

 

 

 

-

 

 

 

1,058

 

 

 

-

 

Non-cash stock based compensation

 

 

2,760

 

 

 

1,686

 

 

 

5,812

 

 

 

4,024

 

Adjusted EBITDA (non-GAAP)

 

$

6,045

 

 

$

9,121

 

 

$

22,267

 

 

$

26,537

 

 

9

 


 

 

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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net (loss) attributable to common stockholders (GAAP)

 

$

(7,751

)

 

$

(5,634

)

 

$

(13,653

)

 

$

(16,200

)

Adjustments to Net Loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

 

1,751

 

 

 

1,818

 

 

 

5,201

 

 

 

5,454

 

     Deemed dividends on preferred stock

 

 

912

 

 

 

1,840

 

 

 

2,734

 

 

 

5,520

 

Amortization of preferred stock beneficial conversion feature

 

 

 

1,739

 

 

 

 

3,727

 

 

 

 

5,122

 

 

 

 

11,180

 

Facility moving expenses and other adjustments

 

 

5

 

 

-

 

 

 

620

 

 

-

 

Loss on sale of business

 

 

1,058

 

 

 

-

 

 

 

1,058

 

 

 

-

 

     Non-cash stock based compensation

 

 

2,760

 

 

 

1,686

 

 

 

5,812

 

 

 

4,024

 

Adjusted net income (non-GAAP)

 

$

474

 

 

$

3,437

 

 

$

6,894

 

 

$

9,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share (GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Diluted EPS

 

$

(0.10

)

 

$

(0.07

)

 

$

(0.17

)

 

$

(0.21

)

Adjustments to diluted loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Amortization of intangibles

 

 

0.02

 

 

 

0.02

 

 

 

0.06

 

 

 

0.06

 

     Non-cash stock based compensation expenses

 

 

0.03

 

 

 

0.02

 

 

 

0.07

 

 

 

0.04

 

     Deemed dividends/PIK dividends on preferred stock

 

 

0.01

 

 

 

0.02

 

 

 

0.03

 

 

 

0.06

 

Facility moving expenses

 

 

-

 

 

 

-

 

 

 

0.01

 

 

 

-

 

Loss on sale of business

 

 

0.01

 

 

 

-

 

 

 

0.01

 

 

 

-

 

Amortization of preferred stock beneficial conversion feature

 

 

 

0.02

 

 

 

 

0.04

 

 

 

 

0.06

 

 

 

 

0.12

 

Impact of including preferred shares and stock  options/warrants in Adj. Diluted Shares (3)

 

 

 

0.02

 

 

 

 

0.01

 

 

 

 

0.01

 

 

 

 

0.04

 

Adjusted Diluted EPS (non-GAAP)

 

$

0.01

 

 

$

0.04

 

 

$

0.08

 

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computation of adjusted diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Common Shares (GAAP)

 

 

79,617

 

 

 

78,145

 

 

 

79,208

 

 

 

77,224

 

Options, warrants and restricted stock not included in GAAP Diluted Shares (using treasury stock method)

 

 

2,267

 

 

 

2,052

 

 

 

1,530

 

 

 

1,685

 

     Weighted Avg. Preferred Shares (as converted)

 

 

6,600

 

 

 

14,667

 

 

 

6,600

 

 

 

14,667

 

           Adjusted Diluted Shares outstanding (non-GAAP)

 

 

88,484

 

 

 

94,864

 

 

 

87,338

 

 

 

93,576

 

 

_____________________

 

(3)

This adjustment compensates for the effects of including the Series A Preferred Shares on an as-converted basis and the treasury stock impact of outstanding stock options and warrants in the Adjusted Diluted Shares outstanding, both of which are not included in GAAP Diluted Shares outstanding.  

 


10

 


 

 

Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures

 

2017 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 $7.0 million of expense related to the amortization of customers lists and other intangibles from the Clarient acquisition, (iii) approximately $3.7 million of deemed preferred stock dividends, and (iv) approximately $6.8 million for 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.  

 

The following table reconciles our 2017 outlook for Net Income, EBITDA and EPS to the corresponding non-GAAP measures of Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted EPS:

 

 

 

For the Three-Months

Ended December 31, 2017

 

 

For the Year Ended

December 31, 2017

($, 000’s)

 

Low Range

 

High Range

 

Low Range

 

High Range

Net (Loss) available to common stockholders (GAAP)

 

$

(2,800

)

 

$

(2,400

)

 

$

(16,500

)

 

$

(16,000

)

Amortization of intangibles

 

 

1,800

 

 

 

1,800

 

 

 

7,000

 

 

 

7,000

 

Non-cash stock based compensation expense (4)

 

 

2,000

 

 

 

2,100

 

 

 

7,800

 

 

 

7,900

 

Preferred stock dividends and amortization of BCF

 

 

2,700

 

 

 

2,700

 

 

 

10,500

 

 

 

10,500

 

Loss on Sale of Business

 

 

-

 

 

 

-

 

 

 

1,100

 

 

 

1,100

 

Facility moving expense & other one-time charges

 

 

-

 

 

 

-

 

 

 

600

 

 

 

600

 

Adjusted Net Income (Non-GAAP)

 

 

3,700

 

 

 

4,200

 

 

 

10,500

 

 

 

11,100

 

     Interest and taxes

 

 

1,300

 

 

 

1,900

 

 

 

4,900

 

 

 

5,400

 

     Depreciation

 

 

4,000

 

 

 

3,900

 

 

 

15,700

 

 

 

15,600

 

Adjusted EBITDA (Non-GAAP)

 

$

9,000

 

 

$

10,000

 

 

$

31,100

 

 

$

32,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share (GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Diluted EPS

 

$

(0.04

)

 

$

(0.03

)

 

$

(0.21

)

 

$

(0.20

)

Adjustments to diluted loss per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Amortization of intangibles

 

 

0.02

 

 

 

0.02

 

 

 

0.09

 

 

 

0.09

 

     Non-cash stock based compensation expenses

 

 

0.03

 

 

 

0.03

 

 

 

0.10

 

 

 

0.10

 

     Preferred stock dividends and amortization of BCF

 

 

0.03

 

 

 

0.03

 

 

 

0.13

 

 

 

0.13

 

     Loss on Sale of Business

 

 

-

 

 

 

-

 

 

 

0.01

 

 

 

0.01

 

Facility moving expense & other one-time charges

 

 

-

 

 

 

-

 

 

 

0.01

 

 

 

0.01

 

Impact of including preferred shares and stock options/warrants in Adj. Diluted Shares(3)

 

 

-

 

 

 

-

 

 

 

(0.01

)

 

 

(0.01

)

Adjusted Diluted EPS (non-GAAP):

 

$

0.04

 

 

$

0.05

 

 

$

0.12

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumed Shares Outstanding in 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Diluted shares outstanding

 

 

79,900

 

 

 

80,100

 

 

 

79,400

 

 

 

79,300

 

     Options and warrants not included in diluted shares

 

 

3,000

 

 

 

3,200

 

 

 

2,400

 

 

 

2,700

 

     Series A Preferred Stock outstanding

 

 

6,600

 

 

 

6,600

 

 

 

6,600

 

 

 

6,600

 

         Adjusted diluted shares outstanding (non-GAAP)

 

 

89,500

 

 

 

89,900

 

 

 

88,400

 

 

 

88,600

 

 

_____________________

 

(4)

Forecasts of non-cash stock-based compensation expense assume consistency in the Company’s stock price for the remainder of 2017 and no further stock-based awards requiring variable accounting.


11

 


 

Supplemental Information on

Clinical Genetic(1) Requisitions Received, Tests Performed, Revenue and Cost of Revenue

(Unaudited, in thousands, except test & requisition data and per test & per requisition data)

 

 

For the Three Months

Ended September 30,

 

 

For the Nine Months

Ended September 30,

 

Clinical Genetic Operation:

2017

 

 

2016

 

 

% Change

 

 

2017

 

 

2016

 

 

% Change

 

Requisitions received (cases)

 

98,031

 

 

 

90,297

 

 

 

8.6

%

 

 

291,806

 

 

 

269,916

 

 

 

8.1

%

Number of tests performed

 

163,289

 

 

 

140,089

 

 

 

16.6

%

 

 

482,476

 

 

 

415,815

 

 

 

16.0

%

Average number of tests/requisition

 

1.67

 

 

1.55

 

 

 

7.4

%

 

 

1.65

 

 

1.54

 

 

 

7.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total clinical genetic testing revenue

$

55,772

 

 

$

53,887

 

 

 

3.5

%

 

$

168,999

 

 

$

160,886

 

 

 

5.0

%

Average revenue/requisition

$

568

 

 

$

597

 

 

 

(4.7

%)

 

$

579

 

 

$

596

 

 

 

(2.8

%)

Average revenue/test

$

342

 

 

$

385

 

 

 

(11.2

%)

 

$

350

 

 

$

387

 

 

 

(9.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

$

29,652

 

 

$

28,578

 

 

 

3.8

%

 

$

87,889

 

 

$

85,499

 

 

 

2.8

%

Average cost/requisition

$

302

 

 

$

316

 

 

 

(4.4

%)

 

$

301

 

 

$

317

 

 

 

(4.9

%)

Average cost/test

$

181

 

 

$

204

 

 

 

(11.0

%)

 

$

182

 

 

$

206

 

 

 

(11.4

%)

 

 

 

Supplemental Information on

PathLogic Requisitions Received, Tests Performed, Revenue and Cost of Revenue(5)

(Unaudited, in thousands, except requisition data and revenue & cost per requisition)

 

 

For the Three Months

Ended September 30,

 

 

For the Nine Months

Ended September 30,

 

PathLogic Operations:

2017

 

 

2016

 

 

% Change

 

 

2017

 

 

2016

 

 

% Change

 

Requisitions received (cases)

 

3,513

 

 

 

14,741

 

 

 

(76.2

%)

 

 

31,107

 

 

 

42,574

 

 

 

(26.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total testing revenue

$

414

 

 

$

1,851

 

 

 

(77.6

%)

 

$

3,669

 

 

$

5,789

 

 

 

(36.6

%)

Average revenue/requisition

$

118

 

 

$

126

 

 

 

(6.2

%)

 

$

118

 

 

$

136

 

 

 

(13.3

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

$

498

 

 

$

1,671

 

 

 

(70.2

%)

 

$

3,946

 

 

$

5,289

 

 

 

(25.4

%)

Average cost/requisition

$

142

 

 

$

113

 

 

 

25.0

%

 

$

127

 

 

$

124

 

 

 

2.1

%

 

(5)

NeoGenomics divested PathLogic on August 1, 2017.  Thus, the above results do not reflect a full quarter of operations and year-over-year comparisons may not be meaningful.

 

 

12