EX-99.1
Published on 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
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
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
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
|
• |
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
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