Form: 8-K

Current report filing

February 21, 2018

Exhibit 99.1

 


 

NEOGENOMICS, INC.

PRESS RELEASE

 

 

 

FOR IMMEDIATE RELEASE

 

NeoGenomics Reports Revenue of $67.8 Million on 18.7% Clinical Volume Growth and $10.5 Million of Adjusted EBITDA in the Fourth Quarter of 2017

 

Gross Margin Improvement to 48.9%

 

Ft. Myers, Florida – February 21, 2018 - NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, today reported its results for the fourth quarter and full year 2017.

 

Fourth Quarter 2017 Highlights:

 

 

18.7% increase in clinical genetic testing volume(1)

 

12.1% increase in consolidated revenue to $67.8 million

 

10.9% reduction in average cost per clinical genetic test(1)

 

Improvement in Gross Margin to 48.9% from 45.1% in Q4 16

 

GAAP EPS of $0.03 per share and non-GAAP Adj. Diluted EPS(2) of $0.05 per share

 

Full Year 2017 Highlights:

 

 

16.7% increase in clinical genetic testing volume(1)

 

6.0% increase in consolidated revenue to $258.6 million

 

11.3% reduction in average cost per clinical genetic test(1)

 

Improvement in Gross Margin to 46.5% from 45.2% in 2016

 

GAAP EPS of ($0.14) per share and non-GAAP Adj. Diluted EPS(2) of $0.13 per share

 

Consolidated revenues for the fourth quarter of 2017 were $67.8 million, an increase of 12% over the same period in 2016.  After adjusting 2016 results for the divestiture of PathLogic, revenue growth was 15%.  Clinical genetic test volume(1) increased by almost 19% year over year.  Average revenue per clinical genetic test (“Revenue per Test”) decreased by 8% to $338, primarily due to changes in test mix and reduced reimbursement levels for certain molecular tests.    

 

Consolidated gross profit improved by $5.9 million, or 22%, compared to the fourth quarter of 2016 and consolidated gross margin improved by 380 basis points to 48.9%.  Gross margin improvement was driven by productivity gains and cost efficiencies which resulted in an 11% reduction in average

 


 

cost-of-goods-sold per clinical genetic test (“Cost per Test”), and margin expansion in the Pharma Services business as a result of better leverage of payroll expenses.  

 

Consolidated operating expenses decreased by $1.5 million, or 5%, from the prior year, primarily because fourth quarter 2016 results included a $3.5 million non-cash impairment charge related to certain intangible assets.

 

Interest expense for the quarter decreased by $4.1 million, or 75%, from the prior year, because fourth quarter 2016 results included a $3.9 million one-time expense associated with refinancing the Company’s bank debt at significantly lower interest rates.

 

Net income in Quarter 4 was $5.0 million compared to a net loss of ($6.2) million in the prior year’s fourth quarter.  Included in this year’s results was a one-time $3.1 million gain in connection with the Tax Cuts and Jobs Act that was signed into law in December.  GAAP earnings per share available to common stockholders, after deducting non-cash preferred stock charges, was $0.03 in Quarter 4 compared to a loss of ($0.18) per share in the prior year’s fourth quarter.  

 

Adjusted EBITDA(2) was $10.5 million in Quarter 4, a 29% improvement from the prior year.  Adjusted Net Income(2) was $4.4 million compared to $4.4 million in the prior year.  Adjusted Diluted EPS(2) was $0.05 per share compared to $0.05 in the prior year.

 

Accounts receivable ended Quarter 4 at $60.4 million, a decrease of $2.3 million from the end of Quarter 3 and the lowest level of 2017.  Days Sales Outstanding (“DSO”) improved to 82 days, with the Clinical Division DSO at 78 days.  

 

Douglas M. VanOort, the Company’s Chairman and CEO, commented, “We are very pleased with the record revenue and Adjusted EBITDA reported in Quarter 4.  Clinical test volume growth was exceptionally strong, and cost and productivity gains drove a significant increase in our gross margin.  Bad Debt expense remained high, although cash collections were excellent and accounts receivable balances are in the best shape since 2016.  Service levels continue to be excellent, and our Clinical Division Sales teams have healthy pipelines of new accounts.”

  

Mr. VanOort concluded, “We are particularly pleased with the excellent results of our Pharma Services Division.  Revenue grew 69% year over year to $8.7 million, and we signed a record $18 million of net new contracts in the quarter.  We ended 2017 with a $67 million backlog of contracted revenue, an 81% increase over the prior year.  These increases continue to be driven by immuno-oncology related work, including our proprietary MultiOmyx testing platform as well as growth in molecular testing.  We are pleased to have opened our new European lab facility in Rolle, Switzerland in November, and Pharma sponsors are expressing strong interest in our expanded capabilities.”    

      

2018 Financial Outlook:

 

NeoGenomics also issued 2018 guidance today. The Company expects consolidated revenue to be in the range of $260 to $272 million, including the adoption of ASC 606 (which equates to a range of $275 million to $288 million prior to the application of ASC 606) and GAAP Diluted EPS to be a loss of ($0.13) to ($0.08) per share. The Company expects Adjusted EBITDA(2) to be in the range of $39 to $43 million and Adjusted Diluted EPS(2) to be $0.15 - $0.20 per share.

 

2

 


 

The Company would also like to remind investors that there can be significant quarterly variance in its Pharma Services revenue and currently anticipates Pharma Services revenue and gross margin will be lower in the first quarter of 2018 than in the fourth quarter of 2017.

 

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.

____________________

 

(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 web-cast and conference call to discuss their fourth quarter and full year results on Wednesday, February 21, 2018 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 March 7, 2018 and can be accessed by dialing (877) 481-4010 (domestic) and (919) 882-2331 (international). The playback conference ID Number is 24069.  The web-cast may be accessed under the Investor Relations section of our website at www.neogenomics.com or http://www.investorcalendar.com/event/24069.  An archive of the web-cast will be available until 10:00 PM on May 21, 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; Nashville, Tennessee and Rolle, Switzerland.  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/.

 

 

 

3

 


 

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 2018 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 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

 

December 31,

2017

 

 

December 31,

2016

 

Cash and cash equivalents

 

$

12,821

 

 

$

12,525

 

Accounts receivable (net of allowance for doubtful accounts of

$13,700 and $13,699, respectively)

 

 

60,427

 

 

 

55,512

 

Inventory

 

 

7,474

 

 

 

6,253

 

Other current assets

 

 

4,241

 

 

 

4,535

 

Total current assets

 

 

84,963

 

 

 

78,825

 

 

 

 

 

 

 

 

 

 

Property and equipment (net of accumulated depreciation of $40,530 and $27,102, respectively)

 

 

36,504

 

 

 

34,036

 

Intangible assets, net

 

 

74,165

 

 

 

77,064

 

Goodwill

 

 

147,019

 

 

 

147,019

 

Other assets

 

 

689

 

 

 

174

 

TOTAL ASSETS

 

$

343,340

 

 

$

337,118

 

 

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Accounts payable and other current liabilities

 

$

26,076

 

 

$

29,380

 

Short-term portion of capital leases and debt

 

 

8,989

 

 

 

8,733

 

     Total current liabilities

 

 

35,065

 

 

 

38,113

 

 

 

 

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

 

 

 

  Long-term portion of capital leases and senior debt

 

 

96,435

 

 

 

97,436

 

  Deferred income tax liability, net

 

 

6,307

 

 

 

14,973

 

Total long-term liabilities

 

 

102,742

 

 

 

112,409

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

137,807

 

 

 

150,522

 

 

 

 

 

 

 

 

 

 

Series A Redeemable Convertible Preferred Stock

 

 

32,615

 

 

 

22,873

 

Stockholders' equity

 

 

172,918

 

 

 

163,723

 

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 

$

343,340

 

 

$

337,118

 

 

 

 

5

 


 

NeoGenomics, Inc.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended

December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Net Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical testing

$

59,079

 

 

$

55,341

 

 

$

231,748

 

 

$

222,015

 

 

Pharma Services

 

8,713

 

 

 

5,149

 

 

 

26,863

 

 

 

22,068

 

 

Total Revenue

 

67,792

 

 

 

60,490

 

 

 

258,611

 

 

 

244,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Cost of revenue

 

34,660

 

 

 

33,232

 

 

 

138,295

 

 

 

133,704

 

 

Gross Profit

 

33,132

 

 

 

27,258

 

 

 

120,316

 

 

 

110,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

22,012

 

 

 

19,974

 

 

 

88,755

 

 

 

75,782

 

 

Research and development

556

 

 

 

930

 

 

 

3,636

 

 

 

4,649

 

 

Sales and marketing

 

6,077

 

 

 

5,825

 

 

 

24,543

 

 

 

23,910

 

 

     Impairment charges

 

-

 

 

 

3,464

 

 

 

-

 

 

 

3,464

 

 

Total operating expenses

 

28,645

 

 

 

30,193

 

 

 

116,934

 

 

 

107,805

 

 

Income (Loss) From Operations

 

4,487

 

 

 

(2,935

)

 

 

3,382

 

 

 

2,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense & debt termination fees, net

 

1,368

 

 

 

5,489

 

 

 

5,540

 

 

 

9,998

 

 

Other expense

 

264

 

 

 

-

 

 

 

1,323

 

 

 

-

 

 

Income (loss) before taxes

 

2,855

 

 

 

(8,424

)

 

 

(3,481

)

 

 

(7,424

)

 

Income tax (benefit)

 

(2,096

)

 

 

(2,201

)

 

 

(2,635

)

 

 

(1,701

)

 

Net Income (Loss)

 

4,951

 

 

 

(6,223

)

 

 

(846

)

 

 

(5,723

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividends on preferred stock

911

 

 

 

12,491

 

 

 

3,645

 

 

 

18,011

 

 

Amortization of preferred stock beneficial conversion feature

 

1,780

 

 

 

(4,517

)

 

 

6,902

 

 

 

6,663

 

 

Net Income (Loss) Attributable to Common Stockholders

$

2,260

 

 

$

(14,197

)

 

$

(11,393

)

 

$

(30,397

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.03

 

 

$

(0.18

)

 

$

(0.14

)

 

$

(0.39

)

 

Diluted

$

0.03

 

 

$

(0.18

)

 

$

(0.14

)

 

$

(0.39

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

86,676

 

 

 

78,490

 

 

 

79,426

 

 

 

77,542

 

 

Diluted

 

88,611

 

 

 

78,490

 

 

 

79,426

 

 

 

77,542

 

 

 


6


 

 

NeoGenomics, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)  

 

 

For the Year ended December 31,

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

2017

 

 

2016

 

Net (Loss)

 

$

(846

)

 

$

(5,723

)

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

 

 

 

 

 

 

 

 

Depreciation

 

 

15,596

 

 

 

15,937

 

Loss on impairment/sale of assets

 

 

253

 

 

 

3,464

 

Loss on sale of business

 

 

1,058

 

 

 

-

 

Amortization of debt issue costs

 

 

440

 

 

 

4,596

 

Amortization of intangible assets

 

 

6,995

 

 

 

7,272

 

Non-cash, stock-based compensation

 

 

6,441

 

 

 

5,438

 

Provision for bad debts

 

 

18,649

 

 

 

11,856

 

Changes in assets and liabilities, net

 

 

(30,549

)

 

 

(21,363

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

18,037

 

 

 

21,477

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(13,690

)

 

 

(7,536

)

Acquisition related assets (net of cash acquired)

 

 

-

 

 

 

1,035

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(13,690

)

 

 

(6,501

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from revolving credit facility, net

 

 

2,496

 

 

 

12,856

 

Proceeds from advance on term loan, net

 

 

-

 

 

 

75,000

 

Repayments of term loan

 

 

(3,753

)

 

 

(55,000

)

Redemption of preferred stock

 

 

-

 

 

 

(55,000

)

Repayment of capital lease obligations, loans

 

 

(5,424

)

 

 

(5,293

)

Payments of debt issue costs

 

 

-

 

 

 

(2,202

)

Issuance of common stock

 

 

2,804

 

 

 

4,031

 

Payments of equity issue costs

 

 

(218

)

 

 

(263

)

NET CASH USED IN FINANCING ACTIVITIES

 

 

(4,095

)

 

 

(25,871

)

Effects of foreign exchange rate changes on cash and cash equivalents

 

 

44

 

 

 

-

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

296

 

 

 

(10,895

)

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD

 

 

12,525

 

 

 

23,420

 

CASH AND CASH EQUIVALENTS, END OF THE PERIOD

 

$

12,821

 

 

$

12,525

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$

5,155

 

 

$

5,423

 

Income taxes paid

 

$

284

 

 

$

290

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING

AND FINANCING INFORMATION:

 

 

 

 

 

 

 

 

Equipment acquired under capital lease obligations

 

$

5,728

 

 

$

6,057

 

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

 

$

4,095

 

 

$

-

 

 


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.  

 

Non-cash, 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.    

 

Tax Benefit – The statement of operations includes a one-time tax benefit specifically related to the passing of the Tax Cut and Jobs Act, which was signed into law in December 2017.  The Company has excluded the one-time impact of this law in the calculation of adjusted net income as it is non-recurring.

 

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.  


9

 


 

 

Reconciliation of GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA

 

(Unaudited, in thousands)

 

For the Three Months Ended

December 31,

 

 

For the Year Ended

December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net Income (Loss) (GAAP)

 

$

4,951

 

 

$

(6,223

)

 

$

(846

)

 

$

(5,723

)

Adjustments to Net Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,368

 

 

 

1,541

 

 

 

5,540

 

 

 

6,050

 

Income tax (benefit)

 

 

(2,096

)

 

 

(2,201

)

 

 

(2,635

)

 

 

(1,701

)

Amortization of intangibles

 

 

1,794

 

 

 

1,818

 

 

 

6,995

 

 

 

7,272

 

Depreciation

 

 

3,856

 

 

 

4,387

 

 

 

15,596

 

 

 

15,937

 

EBITDA

 

 

9,873

 

 

 

(678

)

 

 

24,650

 

 

 

21,835

 

Further Adjustments to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Facility moving expenses and other adjustments

 

 

-

 

 

 

-

 

 

 

620

 

 

 

-

 

Loss on sale of business

 

 

-

 

 

 

-

 

 

 

1,058

 

 

 

-

 

Amortization of issuance costs and prepayment fees upon early termination of debt

 

 

-

 

 

 

3,948

 

 

 

-

 

 

 

3,948

 

Impairment charges

 

 

-

 

 

 

3,464

 

 

 

-

 

 

 

3,464

 

Non-cash, stock-based compensation

 

 

629

 

 

 

1,415

 

 

 

6,441

 

 

 

5,438

 

Adjusted EBITDA (non-GAAP)

 

$

10,502

 

 

$

8,149

 

 

$

32,769

 

 

$

34,685

 

 


10

 


 

 

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 December 31,

 

 

For the Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net Income (Loss) attributable to common stockholders (GAAP)

 

$

2,260

 

 

$

(14,197

)

 

$

(11,393

)

 

$

(30,397

)

Adjustments to Net Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

 

1,794

 

 

 

1,818

 

 

 

6,995

 

 

 

7,272

 

Deemed dividends on preferred stock

 

 

911

 

 

 

12,491

 

 

 

3,645

 

 

 

18,011

 

Amort. of preferred stock beneficial conversion feature

 

 

1,780

 

 

 

(4,517

)

 

 

6,901

 

 

 

6,663

 

Facility moving expenses and other adjustments

 

 

-

 

 

 

-

 

 

 

620

 

 

 

-

 

Loss on sale of business

 

 

-

 

 

 

-

 

 

 

1,058

 

 

 

-

 

Amortization of costs and fees upon debt termination

 

 

-

 

 

 

3,948

 

 

 

-

 

 

 

3,948

 

Income tax benefit

 

 

(3,012

)

 

 

-

 

 

 

(3,012

)

 

 

-

 

Impairment charges

 

 

-

 

 

 

3,464

 

 

 

-

 

 

 

3,464

 

Non-cash, stock-based compensation

 

 

629

 

 

 

1,415

 

 

 

6,441

 

 

 

5,438

 

Adjusted net income (non-GAAP)

 

$

4,362

 

 

$

4,422

 

 

$

11,255

 

 

$

14,399

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share (GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

0.03

 

 

$

(0.18

)

 

$

(0.14

)

 

$

(0.39

)

Adjustments to diluted loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

 

0.02

 

 

 

0.02

 

 

 

0.08

 

 

 

0.08

 

Deemed dividends/PIK dividends on preferred stock

 

 

0.01

 

 

 

0.13

 

 

 

0.04

 

 

 

0.19

 

Amort. of preferred stock beneficial conversion feature

 

 

0.02

 

 

 

(0.05

)

 

 

0.08

 

 

 

0.07

 

Facility moving expenses

 

 

-

 

 

 

-

 

 

 

0.01

 

 

 

-

 

Loss on sale of business

 

 

-

 

 

 

-

 

 

 

0.01

 

 

 

-

 

Amortization of costs and fees upon debt termination

 

 

-

 

 

 

0.04

 

 

 

-

 

 

 

0.04

 

Income tax benefit

 

 

(0.03

)

 

 

-

 

 

 

(0.03

)

 

 

-

 

Impairment charges

 

 

-

 

 

 

0.04

 

 

 

-

 

 

 

0.04

 

Non-cash, stock-based compensation expenses

 

 

0.01

 

 

 

0.01

 

 

 

0.07

 

 

 

0.06

 

Rounding and impact of including preferred shares and stock options in Adj. Diluted Shares in net loss periods(3)

 

 

 

(0.01

)

 

 

 

0.04

 

 

 

 

0.01

 

 

 

 

0.06

 

Adjusted Diluted EPS (non-GAAP)

 

$

0.05

 

 

$

0.05

 

 

$

0.13

 

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Common Shares (GAAP)

 

 

88,611

 

 

 

78,490

 

 

 

79,426

 

 

 

77,542

 

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

 

 

-

 

 

 

2,058

 

 

 

1,579

 

 

 

1,717

 

Weighted Avg. Preferred Shares (as converted)

 

 

-

 

 

 

13,878

 

 

 

6,600

 

 

 

14,468

 

           Adjusted Diluted Shares outstanding (non-GAAP)

 

 

88,611

 

 

 

94,426

 

 

 

87,605

 

 

 

93,727

 

 

 

(3)

This adjustment is for rounding and in those periods in which there is a net loss attributable to common shareholders, will also compensate for the effects of including the Series A Preferred Shares on an as-converted basis and the treasury stock impact of outstanding stock options in the Adjusted Diluted Shares outstanding, which are not otherwise included in GAAP Diluted Shares outstanding.  

11

 


 

 

Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures

 

2018 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 $5.7 million of expense related to the amortization of customer lists and other intangibles from the Clarient acquisition, (iii) approximately $4.0 million of deemed preferred stock dividends, and (iv) approximately $8.1 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 2018 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 Year Ended

December 31, 2018

 

 

Low Range

 

 

High Range

 

Net (Loss) attributable to common stockholders (GAAP)

 

$

(10,900

)

 

$

(6,900

)

Amortization of intangibles

 

 

5,700

 

 

 

5,700

 

     Non-cash, stock-based compensation

 

 

7,000

 

 

 

7,000

 

Preferred stock dividends and amortization of BCF

 

 

12,100

 

 

 

12,100

 

Adjusted Net Income (non-GAAP)

 

$

13,900

 

 

$

17,900

 

Interest and taxes

 

 

7,600

 

 

 

7,600

 

Depreciation

 

 

17,500

 

 

 

17,500

 

Adjusted EBITDA (Non-GAAP)

 

$

39,000

 

 

$

43,000

 

 

 

 

 

 

 

 

 

 

Net loss per common share (GAAP)

 

 

 

 

 

 

 

 

     Diluted EPS

 

$

(0.13

)

 

$

(0.08

)

Adjustments to diluted loss per share:

 

 

 

 

 

 

 

 

Amortization of intangibles

 

 

0.07

 

 

 

0.07

 

     Non-cash, stock-based compensation expenses (4)

 

 

0.09

 

 

 

0.09

 

     Preferred stock dividends and amortization of BCF

 

 

0.15

 

 

 

0.15

 

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

 

 

 

(0.02

)

 

 

 

(0.02

)

Adjusted Diluted EPS (non-GAAP)

 

$

0.15

 

 

$

0.20

 

 

 

 

 

 

 

 

 

 

Assumed shares outstanding in 2018

 

 

 

 

 

 

 

 

Diluted shares outstanding

 

 

81,500

 

 

 

81,500

 

Options not included in diluted shares

 

 

2,700

 

 

 

2,700

 

Series A Preferred Stock outstanding

 

 

7,000

 

 

 

7,000

 

Adjusted diluted shares outstanding (Non-GAAP)

 

$

91,200

 

 

$

91,200

 

 

(4)

Forecasts of non-cash, stock-based compensation expense assume consistency in the Company’s stock price in 2018 and no further stock-based awards requiring variable accounting.

12

 


 

 

 

Supplemental Information on

Pharma Revenue, Cost of Revenue and Gross Margin

 

 

For the Three Months Ended

December 31,

 

 

For the Year Ended

December 31,

 

Pharma Operation:

2017

 

 

2016

 

 

% Change

 

 

2017

 

 

2016

 

 

% Change

 

Pharma revenue

 

8,713

 

 

 

5,149

 

 

 

69.2

%

 

 

26,863

 

 

 

22,068

 

 

 

21.7

%

Cost of revenue

 

4,730

 

 

 

3,183

 

 

 

48.6

%

 

 

16,510

 

 

 

13,267

 

 

 

24.4

%

Gross margin

 

3,982

 

 

1,967

 

 

 

102.4

%

 

 

10,353

 

 

8,801

 

 

 

17.6

%

 

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

December 31,

 

 

For the Year Ended

December 31,

 

Clinical Genetic Operation:

2017

 

 

2016

 

 

% Change

 

 

2017

 

 

2016

 

 

% Change

 

Requisitions received (cases)

 

102,714

 

 

 

91,304

 

 

 

12.5

%

 

 

394,520

 

 

 

361,220

 

 

 

9.2

%

Number of tests performed

 

174,918

 

 

 

147,317

 

 

 

18.7

%

 

 

657,394

 

 

 

563,132

 

 

 

16.7

%

Average number of tests/requisition

 

1.70

 

 

1.61

 

 

 

5.5

%

 

 

1.67

 

 

1.56

 

 

 

6.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total clinical genetic testing revenue

$

59,079

 

 

$

53,823

 

 

 

9.8

%

 

$

228,078

 

 

$

214,708

 

 

 

6.2

%

Average revenue/requisition

$

575

 

 

$

589

 

 

 

(2.4

%)

 

$

578

 

 

$

594

 

 

 

(2.7

%)

Average revenue/test

$

338

 

 

$

365

 

 

 

(7.6

%)

 

$

347

 

 

$

381

 

 

 

(9.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

$

29,930

 

 

$

28,275

 

 

 

5.9

%

 

$

117,839

 

 

$

113,373

 

 

 

3.9

%

Average cost/requisition

$

291

 

 

$

310

 

 

 

(5.9

%)

 

$

299

 

 

$

314

 

 

 

(5.2

%)

Average cost/test

$

171

 

 

$

192

 

 

 

(10.9

%)

 

$

179

 

 

$

201

 

 

 

(11.3

%)

 

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 Year Ended December 31,

 

PathLogic Operations:

 

2017

 

 

2016

 

 

% Change

 

Requisitions received (cases)

 

 

31,107

 

 

 

56,165

 

 

 

(44.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total testing revenue

 

$

3,669

 

 

$

7,307

 

 

 

(49.8

%)

Average revenue/requisition

 

$

118

 

 

$

130

 

 

 

(9.3

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

3,946

 

 

$

6,064

 

 

 

(44.1

%)

Average cost/requisition

 

$

127

 

 

$

126

 

 

 

0.9

%

 

(5)

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

 

13