Neo Performance Materials
Annual Report 2016

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35756 NEOGENOMICS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 74-2897368 (IRS Employer Identification No.) 12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913 (Address of principal executive offices, Zip code) (239) 768-0600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.001 per share Name of each exchange on which registered: NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $0.001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Non-accelerated filer ☐ (Do not check if smaller reporting company) Accelerated Filer Smaller reporting company ☒ ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): ☐ Yes ☒ No As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $573.9 million, based on the closing price of the registrant’s common stock of $8.04 per share on June 30, 2016. The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share, as of March 09, 2017: 78,822,928 Portions of the registrant’s Proxy Statement for its 2017 Annual Meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. DOCUMENTS INCORPORATED BY REFERENCE NEOGENOMICS, INC. FORM 10-K ANNUAL REPORT For the Fiscal Year Ended December 31, 2016 Table of Contents PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. SIGNATURES Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits and Financial Statement Schedules Page 4 23 41 41 41 41 42 45 47 66 67 107 107 107 108 108 108 108 108 109 113 NeoGenomics, NeoLAB, NeoTYPE and Multiomyx are our registered trademarks, and FlexREPORT is our trademark. Any other trademarks, registered marks and trade names appearing in this annual report on Form 10-K are the property of their respective holders. All other trademarks, trade names and service marks appearing in this annual report are the property of their respective owners. 2 NEOGENOMICS, INC. PART I FORWARD-LOOKING STATEMENTS The information in this Annual Report on Form 10-K contains “forward-looking statements” and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, changing reimbursement levels from government payers and private insurers, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission, or SEC. Forward-looking statements include, but are not limited to, statements about: • • • • • • • • • • • • • • • • Our ability to implement our business strategy; The expected reimbursement levels from governmental payers and private insurers and proposed changes to those levels; The application, to our business and the services we provide, of existing laws, rules and regulations, including without limitation, Medicare laws, anti-kickback laws, Health Insurance Portability and Accountability Act of 1996 regulations, state medical privacy laws, federal and state false claims laws and corporate practice of medicine laws; Regulatory developments in the United States including downward pressure on health care reimbursement; Our ability to maintain our license under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”); Food and Drug Administration, or FDA regulation of Laboratory Developed Tests (“LDTs”); Failure to timely or accurately bill for our services; Our ability to expand our operations and increase our market share; Our ability to expand our service offerings by adding new testing capabilities; Our ability to meet our future capital requirements; Our ability to integrate future acquisitions and costs related to such acquisitions; The impact of internalization of testing by customers; Our ability to maintain service levels and compete with other diagnostic laboratories; Our ability to hire and retain sufficient managerial, sales, clinical and other personnel to meet our needs; Our ability to successfully scale our business, including expanding our facilities, our backup systems and infrastructure; The accuracy of our estimates regarding reimbursement, expenses, future revenues and capital requirements. These forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Annual Report. You should read this Annual Report and the documents that we reference in this Annual Report and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. 3 ITEM 1. BUSINESS NEOGENOMICS, INC NeoGenomics, Inc., a Nevada corporation (referred to individually as the “Parent Company” or collectively with its subsidiaries as “NeoGenomics”, “we”, “us”, “our” or the “Company” in this Annual Report) is the registrant for SEC reporting purposes. Our common stock is listed on the NASDAQ Capital Market under the symbol “NEO”. Overview We operate a network of cancer-focused genetic testing laboratories in the United States. Our mission is to improve patient care through exceptional genetic and molecular testing services. Our vision is to become the World’s leading cancer testing and information company by delivering uncompromising quality, exceptional service and innovative solutions. As of December 31, 2016, the Company has laboratory locations in Ft. Myers and Tampa, Florida; Aliso Viejo, Fresno, Irvine, and West Sacramento, California; Houston, Texas and Nashville, Tennessee, and currently offers the following types of genetic and molecular testing services: a) b) c) d) e) f) Cytogenetics - the study of normal and abnormal chromosomes and their relationship to disease. It involves looking at the chromosome structure to identify changes from patterns seen in normal chromosomes. Cytogenetic studies are often utilized to answer diagnostic, prognostic and predictive questions in the treatment of hematological malignancies. Fluorescence In-Situ Hybridization (“FISH”) - a branch of cancer genetics that focuses on detecting and locating the presence or absence of specific DNA sequences and genes on chromosomes. FISH helps bridge abnormality detection between the chromosomal and DNA sequence levels. The technique uses fluorescent probes that bind to only those parts of the chromosome with which they show a high degree of sequence similarity. Fluorescence microscopy is used to visualize the fluorescent probes bound to the chromosomes. FISH can be used to help identify a number of gene alternations, such as amplification, deletions, and translocations. Flow cytometry - a rapid way to measure the characteristics of cell populations. Cells from peripheral blood, bone marrow aspirate, lymph nodes, and other areas are labeled with selective fluorescent antibodies and analyzed as they flow in a fluid stream through a beam of light. The properties measured in these antibodies include the relative size, relative granularity or internal complexity, and relative fluorescence intensity. These fluorescent antibodies bind to specific cell surface antigens and are used to identify malignant cell populations. Flow cytometry is typically performed in diagnosing a wide variety of leukemia and lymphoma neoplasms. Flow cytometry is also used to monitor patients through therapy to determine whether the disease burden is increasing or decreasing, otherwise known as minimal residual disease monitoring. Immunohistochemistry (“IHC”) and Digital Imaging – Refers to the process of localizing proteins in cells of a tissue section and relies on the principle of antibodies binding specifically to antigens in biological tissues. IHC is widely used in the diagnosis of abnormal cells such as those found in cancerous tumors. Specific surface cytoplasmic or nuclear markers are characteristic of cellular events such as proliferation or cell death (apoptosis). IHC is also widely used to understand the distribution and localization of differentially expressed proteins. Digital imaging allows clients to see and utilize scanned slides and perform quantitative analysis for certain stains. Scanned slides are received online in real time and can be previewed often a full day before the glass slides can be shipped back to clients. Molecular testing - a rapidly growing cancer diagnostic tool focusing on the analysis of DNA and RNA, as well as the structure and function of genes at the molecular level. Molecular testing employs multiple technologies including DNA fragment length analysis, real-time polymerase chain reaction (“RT-PCR”) RNA analysis, bi-directional Sanger sequencing analysis, and Next-Generation Sequencing (“NGS”). Pathology consultation - services provided for clients in which our pathologists review surgical samples on a consultative basis. NeoGenomics expert pathologists often assist our client pathologists on their most difficult and complex cases. NeoGenomics is one of a few laboratories in the country with an electron microscopy lab which enables us to analyze complex renal cases. Clinical Cancer Testing Services The cancer testing services we offer to community-based pathologists are designed to be a natural extension of, and complementary to, the services that they perform within their own practices. We believe our relationship as a non-competitive partner to community-based pathology practices, hospital pathology labs and academic centers empowers them to expand their breadth of testing and provide a menu of services that matches or exceeds the level of service found in any center of excellence around the world. 4 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. Community-based pathology practices and hospital pathology labs may order certain testing services on a technical component only (“TC” or “tech-only”) basis, which allows them to participate in the diagnostic process by performing the professional component (“PC”) interpretation services without having to hire laboratory technologists or purchase the sophisticated equipment needed to perform the technical component of the tests. We also support our pathology clients with interpretation and consultative services using our own specialized team of pathologists for difficult or complex cases and provide overflow interpretation services when requested by clients. In addition, we may directly serve oncology, dermatology, urology and other clinician practices that prefer to have a direct relationship with a laboratory for cancer-related genetic and molecular testing services. We typically service these types of clients with a comprehensive service offering where we perform both the technical and professional components of the tests ordered. In certain instances larger clinician practices have begun to internalize pathology interpretation services, and our “tech-only” service offering allows these larger clinician practices to also participate in the diagnostic process by performing the PC interpretation services on TC testing performed by NeoGenomics. In these instances NeoGenomics will typically provide all of the more complex, Molecular testing services. Pharma Services and Clinical Trials Our Pharma Services division supports pharmaceutical firms in their drug development programs by supporting various clinical trials. This portion of our business often involves working with the pharmaceutical firms (sponsors) on study design as well as performing the required testing. Our medical team often advises the sponsor and works closely with them as specimens are received from the enrolled sites. We also work on developing tests that will be used as part of a companion diagnostic to determine patients’ response to a particular drug. As studies unfold, our clinical trials team reports the data and often provide key analysis and insights back to the sponsors. Our Pharma Services and Clinical Trials group provides comprehensive testing services in support of our pharmaceutical clients’ oncology programs from discovery to commercialization. In biomarker discovery, our aim is to help our customers discover the right content. We help our customers develop a biomarker hypothesis by recommending an optimal platform for molecular screening and backing our discovery tools with the informatics to capture meaningful data. In other pre and non-clinical work, we can use our platforms to characterize markers of interest. Moving from discovery to development, we help our customers refine their biomarker strategy and, if applicable, develop a companion diagnostic pathway using the optimal technology for large-scale clinical trial testing. Whether serving as the single contract research organization or partnering with one, our Pharma Services and Clinical Trials team provides significant technical expertise working closely with our customers to support each stage of clinical trial development. Each trial we support comes with rapid turnaround time, dedicated project management and quality assurance oversight. We have experience in supporting submissions to the Federal Drug Administration (FDA) for companion diagnostics. Our Pharma Services strategy is focused on helping bring more effective oncology treatments to market through providing world class laboratory services in oncology to key pharmaceutical companies in the industry. Markets The medical testing laboratory market can be broken down into three primary markets: • • • Clinical Pathology testing, Anatomic Pathology testing, and Genetic and Molecular testing. Clinical Pathology testing covers high volume, highly automated, lower complexity tests on easily procured specimens such as blood and urine. Clinical lab tests often involve testing of a less urgent nature, for example, cholesterol testing and testing associated with routine physical exams. Anatomic Pathology testing involves evaluation of tissue, as in surgical pathology, or cells as in cytopathology. The most widely performed Anatomic Pathology procedures include the preparation and interpretation of pap smears, skin biopsies, and tissue biopsies. 5 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. Genetic and molecular testing typically involves analyzing chromosomes, genes, proteins and/or DNA/RNA sequences for abnormalities. Genetic and molecular testing requires highly specialized equipment and credentialed individuals (typically M.D. or Ph.D. level) to certify results and typically yields the highest reimbursement levels of the three market segments. NeoGenomics operates primarily in the Genetic and Molecular testing market. We also act as a reference laboratory supplying anatomic pathology testing. NeoGenomics typically does not compete in the Clinical Pathology testing market. The field of cancer genetics is evolving rapidly and new tests are being developed at an accelerated pace. Based on medical and scientific discoveries over the last decade, cancer testing falls into one of three categories: diagnostic testing, prognostic testing and predictive testing. Of the three, the fastest growing area is predictive testing, which is utilized by clinicians to predict a patient’s response to the various treatment options in order to deliver “personalized or precision medicine” that is optimized to that patient’s particular circumstances. Personalized or precision medicine allows clinicians to know if a patient will or will not respond to certain medications like Herceptin, Keytruda and Opdivo. This saves the healthcare system money by ensuring that expensive cancer drugs are only given to those who will benefit from them. This type of testing improves patient care and potentially saves lives by identifying optimized therapies much more rapidly than what was possible in previous years. We estimate that the United States market for genetic and molecular testing is divided among approximately 400 laboratories. Many of these laboratories are attached to academic institutions and primarily provide clinical services to their affiliated university hospitals and associated physicians. We believe that the remainder of the market is quite fragmented and that less than 20 laboratories market their services nationally. We estimate that the top 20 laboratories account for approximately 50% of market revenues for genetic and molecular testing. We believe several key factors are influencing the rapid growth in the market for cancer testing: (i) every year, more and more genes and genomic pathways are implicated in the development and/or clinical course of cancer; (ii) cancer is primarily a disease of the elderly - one in four senior citizens is likely to develop some form of cancer during the rest of their lifetime once they turn sixty, and now that the baby boomer generation has started to reach this age range, the incidence rates of cancer are rising; (iii) increasingly, new drugs are being targeted to certain cancer subtypes and pathways which require companion diagnostic testing; (iv) patient and payer awareness of the value of genetic and molecular testing; (v) decreases in the cost of performing genetic and molecular testing; (vi) increased coverage from third party payers and Medicare for such testing; and (vii) the health insurance coverage to uninsured Americans under the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act, each enacted in March 2010. These factors have driven significant growth in the market for this type of testing. We estimate a $10-12 billion total market opportunity for cancer testing in the United States, and we estimate that about $5-7 billion of this market is made up of genetic and molecular testing with the remaining portion derived from more traditional anatomic pathology testing services that are complementary to and often ordered with the genetic and molecular testing services we offer. 2017 Focus Areas: Develop High Performance Culture, Inspire & “Own” Quality, Accelerate Growth and Advance Our Strategy Over the past several years, NeoGenomics has experienced rapid growth including organic growth from offering new tests to existing customers, growth from gaining market share from our competitors, and growth from acquisitions. We expect to continue to grow our business in 2017 and are focused on several initiatives to continue to build our company to be the World’s leading cancer testing and information company. Develop our High Performance Culture We are building our high performance culture by empowering our employees and investing in their growth. We are providing skill based training, education, and mentoring our supervisors and managers to allow them to grow within the Company. We communicated career opportunities and performance objectives and hold each employee accountable for their own development. Teamwork is highly encouraged through the use of team performance incentive plans as well as other meaningful recognition and rewards. To cultivate teamwork we are committed to improving communication by providing better tools for today’s connected society. Our organization uses weekly employee surveys and takes actions based on the feedback from those surveys. We believe that a culture of engaged employees provides superior service to our clients and their patients battling cancer. We have employee retention targets that are set each year, and we believe our employee retention rate is above average for the laboratory industry. Recruiting and retaining talented employees is critical in the fast moving field of cancer diagnostics. 6 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Inspire and “Own” Quality Since the acquisition of Clarient, Inc. and its wholly owned subsidiary Clarient Diagnostic Services, Inc. (together “Clarient”) we’ve focused on combining the very best of both NeoGenomics and Clarient testing menus and services. We’ve had functional teams work through every part of the business to ensure that we were able to maintain our high level of quality and create best practices throughout our organization. Maintaining quality laboratory operations and service is enabling us to retain existing clients while adding new ones. We have a variety of initiatives designed to further enhance our company-wide quality program, provide training on the importance of quality, reinforce our quality principals, and recognize individuals and teams for providing quality service. By promoting and reinforcing quality principles, we believe we can strengthen our core processes. Our focus on continuous improvement, first time quality and the work of our best-practice teams will enable us to continue reducing our cost per test as we have steadily over the past several years. In 2016, we began work on our next generation Laboratory Information System, or LIS and our information technology team is working to complete this LIS system for certain key areas in 2017. We believe the new LIS system will help to drive improvements in efficiencies in several laboratory areas and will allow for further automation and operational efficiencies. It will also enable our Pharma services clients the ability to track each step through the laboratory process. We’ve been working hard to renovate our Aliso Viejo, CA laboratory and plan to consolidate our Irvine Lab facility into the Aliso Viejo Lab facility by the second quarter of 2017. We expect to achieve significant economies of scale and operating efficiencies once we have consolidated our two facilities. Accelerate Profitable Growth Our plans for 2017 include many initiatives to continue our strong organic growth by gaining market share, introducing new tests, and by expanding our Pharma business. Through the acquisition of Clarient we have significantly expanded our pharma services business, and plan to develop it further by creating an international presence and incorporating new technologies. Also, as a result of the Clarient acquisition, we have expanded our sales team and now offer our services in geographic areas where we did not previously have sales representation. We believe, our highly trained sales team has been successful in competing against other laboratories because of our exceptional service levels, and because we have one of the broadest and most comprehensive test menus in our industry. Our broad menu of molecular and immunohistochemistry testing has helped make us a “one stop shop” for many clients who like the fact that all of their testing can be sent to one laboratory. We currently perform comprehensive analyses for hematopoietic cancers such as leukemia and lymphoma (blood and lymphoid tumors) as well as solid tumors such as breast, lung, colon, and bladder cancers. Our sales team is experienced with the scientific complexity and medical necessity of our testing services, and understands the needs of our client pathologists and oncologists. We will continue to pursue market share gains by providing high complexity, cancer-related laboratory testing services to hospitals, community-based pathology practices, academic centers, and clinicians throughout the United States. Our growth has also been aided by strong client retention. We believe our client retention success is due to our strong service levels, our “tech-only” service offerings, and a culture of customer focus in which our engaged employees seek to deliver highest customer satisfaction possible. Our strong service levels are reinforced by a disciplined management process with a system of detailed measures and metrics to ensure committed turnaround times and customer service. Our broad menu of molecular and immunohistochemistry testing has helped make us a “one stop shop” for many clients who like the fact that all of their testing can be sent to one laboratory. In early 2017, we re-branded and created a new logo. We intend to implement strategic marketing plans to further develop our brand and build brand awareness. We have re-designed our trade show booth incorporating our new logo and plan to improve new test launches by using social media to improve brand awareness. We believe by executing and developing our brand we will achieve growth in new and existing markets. We also look for opportunities to grow our business through mergers and/or acquisitions. We are focused on strategic opportunities that would be complementary to our menu of services and would increase our earnings and cash flow in the short to medium timeframe. In 2015 we acquired Clarient which specialized in advanced oncology diagnostic services, this acquisition has enabled NeoGenomics to broaden its offering of innovative cancer diagnostic tests to hospitals and physicians across the country, and to accelerate its growth in the fast-growing worldwide market for pharmaceutical clinical trials and research. Complementary product offerings and expanded 7 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. geographical reach of the combined company will provide customers with substantial benefits and create a significantly larger and more diversified provider of precision oncology diagnostics. The Clarient transaction is a good example of the type of acquisition opportunity we will consider in the future. Advance Our Strategy We are committed to being an innovative leader and believe this has been and will be a key factor in our growth. We plan to accomplish this goal through strategic actions designed to: 1) advance the technology we use in our laboratories, 2) evaluate, develop and deploy new products and services, and 3) evaluate and experiment with value-based payment models in collaboration with oncology groups and other health care providers. Our broad and innovative testing menu allows us to serve community-based pathologists and clinicians as well as pharmaceutical customers and nationally recognized academic centers. Over the past year, we have developed approximately 50 new molecular oncology tests and disease-specific panels, and we believe we have one of the most comprehensive oncology test menus of any laboratory in the world. By launching new medically significant and necessary tests at a steady rate, we are able to provide cutting-edge developments in molecular genetics with clients and their patients and are developing our reputation as a leader in the field of molecular oncology. In many cases, customers who begin using us because of our new innovative test offerings also begin to refer portions of their other testing. Our comprehensive test offering allows us to be a one-stop shop for all of the oncology testing needs of our clients. Pharmaceutical firms are also attracted to our laboratory based on extensive test menu, and based on our knowledgeable research and development team as well as our ability to offer tests at the forefront of medical developments. We continue to pursue opportunities to offer “liquid biopsy” testing, particularly for hematological diseases. We have launched twelve NEOLABTM liquid biopsy tests for hematological disease using next generation sequencing and other advanced molecular technologies. Liquid Biopsy testing uses cell-free circulating DNA and RNA found in blood plasma to identify molecular abnormalities in the bone marrow without the need for a bone marrow biopsy. The technology is based on the concept that hematologic cells release their DNA, RNA, and protein into circulation as the cells are immersed in blood. The cell-free circulating DNA, RNA and protein are referred to as exosomes, microvesicles, apoptotic bodies or simply DNA- or RNA-protein complexes. Our new tests use proprietary methods to extract these circulating nucleic acids and analyze them using next generation sequencing and advanced methods in order to evaluate molecular abnormalities present in hematological cancers. We also continue to develop new testing approaches by combining the capabilities of a variety of testing technologies. Our NeoTYPE TM multimodality testing is somewhat unique in the industry and combines immunohistochemistry testing, molecular testing, and FISH testing into disease-specific panels that are very effective and efficient for improving patient care. We introduced a number of NeoTYPETM molecular panels that combine multiple molecular tests into multi-gene panels targeting specific types of cancer to help pathologists and oncologists determine cancer subtypes on difficult cases. Managed care payers have expressed interest in the more targeted panels as a more cost effective alternative to ordering large whole genome panels that include genes that have never been tied to a particular type of cancer. We continue to develop our NeoLAB (Liquid Biopsy) Prostate cancer test that is performed on blood plasma and urine rather than on prostate tissue biopsies. There are two goals for this test: 1) to diagnose the presence of cancer in patients and 2) to distinguish high-grade from low-grade cancer in patients with prostate cancer. Competitive Strengths Turnaround Times We strive to provide industry leading turnaround times for test results to our clients nationwide. By providing information to our clients in a rapid manner, physicians can begin treating their patients as soon as possible. We believe our historical average 4-5 day turnaround time for our cytogenetics testing services, 3-4 day turnaround time for FISH testing services, 7 day turnaround time for molecular testing, and 1 day turnaround time for flow cytometry and pathology testing services are industry-leading benchmarks for national laboratories. 8 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. Our consistent timeliness of results is a competitive strength and a driver of additional testing requests by our referring physicians. Rapid turnaround times allow for the performance of other adjunctive tests within an acceptable diagnosis window in order to augment or confirm results and more fully inform treatment options. We believe that fast turnaround times are a key differentiator versus other national laboratories, and our clients often cite them as a key factor in their relationship with us. World-class Medical and Scientific Team Our team of medical professionals and Ph.Ds. are specialists in the field of genetics, oncology and pathology. As of December 31, 2016, we employed, or are contracted with approximately 35 full-time M.D.s and Ph.Ds. The addition of Clarient’s pathology team has added increased depth to our medical team, and has enhanced our ability to service a wider range of specialties. Extensive Tech-Only Service Offerings We currently have the most extensive menu of “tech-only” FISH services in the country as well as extensive and advanced “tech-only” flow cytometry and IHC testing services. These types of testing services allow the professional interpretation component of a test to be performed and billed separately by our physician clients. Our FISH, flow cytometry and other tech-only service offerings allow properly trained and credentialed community-based pathologists to extend their own practices by performing professional interpretations services, which allows them to better service the needs of their local clientele without the need to invest in the lab equipment and personnel required to perform the technical component of genetic and molecular testing. Our tech-only services are designed to give pathologists the option to choose, on a case by case basis, whether they want to order just the technical information and images relating to a specific test so they can perform the professional interpretation, or order “global” services and receive a comprehensive test report which includes a NeoGenomics Pathologist’s interpretation of the test results. Our clients appreciate the flexibility to access NeoGenomics’ medical staff for difficult or complex cases or when they are otherwise unavailable to perform professional interpretations. We believe this innovative approach to serving the needs of pathology clients’ results in longer term, more committed client relationships that are, in effect, strategic partnerships. Our extensive “tech-only” service offerings have differentiated us and allowed us to compete more effectively against larger, more entrenched competitors in our niche of the industry. Global Service Offerings We offer a comprehensive suite of technical and interpretation services, to meet the needs of those clients who are not credentialed and trained in interpreting genetic tests and who require pathology specialists to interpret the testing results for them. In our global service offerings, our lab performs the technical component of the tests and our M.D.s and Ph.Ds. provide the service of interpreting the results of those tests. Our professional staff is also available for post-test consultative services. Clients using our global service offering rely on the expertise of our medical team to give them the answers they need in a timely manner to help inform their diagnoses and treatment decisions. Many of our tech-only clients also rely on our medical team for difficult or challenging cases by ordering our global testing services on a case-by-case basis or our medical team can serve as a backup to support our clients who need help to satisfy the continued and demanding requirements of their practice. Our reporting capabilities allow for all relevant case data from our global services to be captured in one summary report. When providing global services, NeoGenomics bills for both the technical and professional component of the test, which results in a higher reimbursement level. Client Education Programs We believe we have one of the most extensive client education programs in the genetic and molecular testing industry. We train pathologists how to use and interpret genetic testing services so that they can better interpret technical data and render their diagnosis. Our educational programs include an extensive library of on-demand training modules, online courses, and custom tailored on-site training programs that are designed to prepare clients to utilize our tech-only services. We offer training and information on new cancer tests and the latest developments in the field of molecular genetic testing. Each year, we also regularly sponsor seminars and webinars on emerging topics of interest in our field. Our medical staff is involved in many aspects of our training programs. 9 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Superior Testing Technologies and Instrumentation We use some of the most advanced testing technologies and instrumentation in the laboratory industry. The use of next generation sequencing in our molecular testing allows us to detect multiple mutations and our proprietary techniques allow us to achieve high sensitivity in our next generation sequencing testing. In addition, we use high sensitivity Sanger sequencing, RNA and DNA quantification, SNP/Cytogenetic arrays, Fragment Length analysis, and other molecular testing technologies. Our automated FISH and Cytogenetics tools allow us to deliver the highest quality testing to our clients and our flow cytometry laboratory uses 10-color flow cytometry analysis technology on a technical-only basis. We are one of only a few laboratories with an electron microscopy department for diagnosis in complex renal case analysis. NeoGenomics is continually testing new laboratory equipment in order to remain at the forefront of new developments in the testing field. Laboratory Information System We believe we have a state-of-the-art LIS that interconnects our locations and provides flexible reporting solutions to clients. This system allows us to standardize testing and deliver uniform test results and images throughout our network, regardless of the location that any specific portion of a test is performed within our network. This allows us to move specimens and image analysis work between locations to better balance our workload. Our LIS also allows us to offer highly specialized and customizable reporting solutions to our tech-only clients. For instance, our “tech-only” FISH and flow cytometry applications allow our community-based pathologist clients to tailor individual reports to their specifications and incorporate only the images they select and then issue and sign-out such reports using our system. Our customized reporting solution also allows our clients to incorporate test results performed on ancillary tests not performed at NeoGenomics into summary report templates. This FlexREPORT feature has been well-received by clients. National Direct Sales Force Our direct sales force has been trained extensively in cancer genetic testing and consultative selling skills to service the needs of clients. Our sales team for the clinical cancer testing services is organized into five regions (Northeast, Southeast, North Central, South Central and West), and we have a separate sales team for our BioPharma Services division. These sales representatives utilize our custom Customer Relationship Management System (“CRM”) to manage their territories, and we have integrated all of the important customer care functionality within our LIS into the CRM so that our sales representatives can stay informed of emerging issues and opportunities within their regions. Our in-house customer care team is aligned with our field sales team to serve the needs of our clients by utilizing the same LIS and CRM. Our field teams can see in real-time when a client calls the laboratory, the reason for the call, the resolution, and if face-to-face interaction is needed for follow-up. Geographic Locations Many high complexity laboratories within the cancer testing niche have frequently operated a core facility on either the West Coast or the East Coast of the United States to service the needs of their customers around the country. We believe our clients and prospects desire to do business with a laboratory with national breadth and a local presence. We have eight facilities including five large laboratory locations in Fort Myers, Florida, West Sacramento, California, Aliso Viejo, California, Irvine, California and Houston Texas. We also have three smaller laboratory locations in Fresno, California, Nashville, Tennessee and Tampa, Florida. Our objective is to “operate one lab with multiple locations” in order to deliver standardized, high quality, test results. We have recently completed renovations in our Aliso Viejo facility and have plans to close our Irvine laboratory and transition all Irvine employees and tests to be performed from the much larger Aliso Viejo laboratory in February of 2017. We intend to continue to develop and open new laboratories and/or expand our current facilities as market situations dictate and business opportunities arise. Scientific Pipeline In the past few years our field has experienced a rapid increase in tests that are tied to specific “genomic pathways”. These predictive tests are typically individualized for a small sub-set of patients with a specific subtype of cancer. The therapeutic target in the genomic pathway is typically a small molecule found at the level of the cell surface, within the cytoplasm and/or within the nucleus. These genomic pathways, known as the “Hallmarks of Cancer”, contain a target-rich environment for small-molecule “anti-therapies”. These anti-therapies target specific mutations in the major cancer pathways such as the Proliferation Pathway, the Apoptotic Pathway, the Angiogenic Pathway, the Metastasis Pathway, and the Signaling Pathways and Anti-Signaling Pathways. 10 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Sales and Marketing We continue to grow our testing volumes and revenue due to our ongoing investment in sales and marketing. We have expanded the size of our sales team and are investing more in trade shows and in our overall marketing budget. We plan to continue to develop and execute strategic marketing plans throughout 2017. Our clinical genetic revenue and cost of revenue metrics are as follows (testing revenue/cost of revenue in thousands) for the fiscal years ended December 31: Requisitions received (cases) Number of tests performed Average number of tests/requisition Total clinical genetic testing revenue Average revenue/requisition Average revenue/test Cost of revenue Average cost/requisition Average cost/test December 31, 2016 2015 % Change 361,220 563,132 1.56 214,708 594 381 113,373 314 201 $ $ $ $ $ $ 139,195 221,191 1.59 90,506 650 409 48,783 350 221 $ $ $ $ $ $ 159.5 % 154.6 % (1.9 %) 137.2 % (8.6 %) (6.8 %) 132.4 % (10.3 %) (9.0 %) Clinical genetic tests exclude tests performed for Pharma Services customers and tests performed by Path Logic. Our 137.2% growth in clinical revenue year-over-year as well as the 159.5% increase in case volume is primarily the result of the increase in new clients associated with our acquisition of Clarient in 2015. In addition, we had a large increase in our PD-L1 testing in 2016. Our expanded sales team extended our service offering to areas of the country where we did not previously have sales representation and helped us add new clients. In addition, we believe that the increase in revenues is the direct result of our efforts to innovate and develop one of the most comprehensive molecular testing menus in the industry. Customers increasingly see us as a one-stop-shop able to handle all of their cancer testing needs. We believe that the market for our services is growing. As new tests and new therapies come onto the market a companion diagnostic test often comes onto the market as well. For example, the new and rapidly-growing PDL1 test is a result of the introduction of a new immuno-oncology therapy. The overall market growth, fueled in part by new tests, is contributing to our company growth Our cost of clinical revenue increased approximately 132% year-over-year, primarily due to our increase in testing volume. As a percentage of revenue, costs decreased slightly. The changes in volume are largely attributable to the increase in new clients as a result of the Clarient acquisition in 2015. Cost per requisition as well as cost per clinical test decreased by 10.3% and 9.0% respectively, year-over-year. This decrease was largely due to improved operating efficiencies realized as a result of the acquisition. In addition, this decrease is attributable to product mix changes. Our best practice teams work closely with our information technology team to re-design our systems and processes to improve efficiencies. We continue to focus on improving our laboratory operations in order to continue to drive further improvements in our cost per test. We believe that we will continue to realize a reduction in average cost per requisition in future periods based on the activities of our best practices teams. We expect that reductions in average cost-per-test will exceed further reductions in average revenue-per-test over the near term, and gross margins will expand as a result. Seasonality The majority of our testing volume is dependent on patients being treated by hematology/oncology professionals and other healthcare providers. The volume of our testing services generally declines modestly during the summer vacation season, year-end holiday periods and other major holidays, particularly when those holidays fall during the middle of the week. In addition, the volume of our testing tends to decline due to extreme adverse weather conditions, such as excessively hot or cold spells, heavy snow, hurricanes or tornados in certain regions, consequently reducing revenues and cash flows in any affected period. Therefore, comparison of the results of successive periods may not accurately reflect trends for future periods. 11 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Competition The genetic and molecular testing niche of the laboratory testing industry is highly competitive and, given the opportunities in this industry, we expect it to become even more competitive. Competitive factors in genetic and molecular testing generally include the reputation of the laboratory, range of services offered, pricing, convenience of sample collection and pick-up, quality of analysis and reporting, medical staff, timeliness of delivery of completed reports (i.e. turnaround times) and post-reporting follow-up for clients. Our competitors in the United States are numerous and include major national medical testing laboratories, hospital laboratories and in- house physician laboratories. Our principal competitors are Quest Diagnostics and Laboratory Corporation of America. Some of our competitors have greater financial resources and production capabilities than us. These companies may succeed in developing service offerings that are more effective than any that we have or may develop, and may also prove to be more successful than we are in marketing such services. In addition, technological advances or different approaches developed by one or more of our competitors may render our service offerings obsolete, less effective or uneconomical. We intend to continue our efforts to gain market share by offering industry-leading turnaround times, a broad service menu, high-quality test reports, new tests including proprietary ones, enhanced post-test consultation services, and the personal attention from our direct sales force. In addition, we believe our flexible reporting solutions, which enable clients to report out customized results in a secure, real-time environment, will allow us to continue to gain market share. Suppliers The Company orders its laboratory and research supplies from large national laboratory supply companies such as Illumina, Fisher Scientific, Dako (Agilent), Life Technologies, Metasystems, Leica, Ventana (Roche), Abbott Molecular, VWR and Beckman Coulter (Danaher). We do not believe any disruption from any one of these suppliers would have a material effect on our business. Dependence on Major Clients We market our services to pathologists, oncologists, urologists, other clinicians, hospitals and other clinical laboratories throughout the United States. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. For the years ended December 31, 2016 and 2015, no single client accounted for more than 5% of revenue. For the year ended December 31, 2014, a large oncology practice with multiple locations in Florida accounted for 10.1% of total revenue. Payer Mix The following table reflects our estimate of the breakdown of net revenue by type of payer for the fiscal years ended December 31, 2016, 2015 and 2014: Medicare and other government Commercial insurance Client direct billing Patient, other and year-end accruals Total 2016 2015 2014 16 % 25 % 56 % 3 % 100 % 21 % 21 % 55 % 3 % 100 % 20 % 27 % 50 % 3 % 100 % Our proportion of client direct billing has increased over the years shown above, as more payers, including private commercial insurances and Medicare Advantage plans, are practicing “consolidated payment” or “bundled payment” models where they pay the hospitals a lump sum, which is intended to include laboratory testing. This reflects an increase in the amount of risk sharing that CMS and other private payers are encouraging providers such as hospital systems to undertake. We anticipate a gradual increase in the percentage of client direct billing in the coming years. Trademarks The “NeoGenomics” and “Clarient” names and logos have been trademarked with the United States Patent and Trademark Office. We have also trademarked or have applications pending for the brand names NeoFISH, NeoFLOW, NeoSITE, NeoArray, NeoTYPE, NeoSCORE, NeoLAB and NeoLINK. We have also trademarked the marketing slogans, “When time matters and results count” and “Time matters, results count.” 12 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Insurance We maintain professional liability and other insurance policies. We believe that our present insurance is sufficient to cover currently estimated exposures, but we cannot assure that we will not incur liabilities in excess of the policy coverage limits. In addition, although we believe that we will be able to continue to obtain adequate insurance coverage, we cannot assure that we will be able to do so at acceptable cost. Available Information Our internet website address is www.neogenomics.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file with or furnish them to the SEC, and are available in print to any stockholder who requests a copy. Information on our website shall not be deemed incorporated into, or to be part of, this Annual Report on Form 10-K. Additionally the SEC maintains a website that contains reports, proxy statements, information statements and other information regarding issuers, including us, that file electronically with the SEC at www.sec.gov. Number of Employees As of December 31, 2016, we had approximately 938 full-time equivalent employees and contracted pathologists. The Company also had approximately 30 temporary contract personnel at December 31, 2016. Our employees are not represented by any union and we believe our employee relations are good. Government Regulation The laboratory business is subject to extensive governmental regulation at the federal, state and local levels. Our laboratories are required to be licensed by the states, certified by the federal government to participate in the Medicare and Medicaid programs, and are subject to extensive requirements as a condition of participation in various governmental health benefits programs. The failure to comply with any of the applicable federal and state laws, regulations, and reimbursement guidelines could have a material adverse effect on the Company’s business. The applicable laws and regulations, and the interpretations of them, change frequently and there can be no assurance that the Company will not be subject to audit, inquiry, or investigation with respect to some aspect of its operations. Some of the federal and state laws and regulations are described below under “Clinical Laboratory Operations,” “Anti-Fraud and Abuse Laws,” “The False Claims Act,” “Confidentiality of Health Information” and “Food and Drug Administration”. Clinical Laboratory Operations Licensure and Accreditation The Company operates clinical laboratories in Florida, Tennessee, Texas and California. The laboratories are licensed as required by the states in which they are located. In addition, the laboratories in Fort Myers, Florida, Aliso Viejo, California, Irvine, California and Nashville, Tennessee are licensed by the State of New York as they accept clinical specimens obtained in New York. All of our laboratories are certified in accordance with the Clinical Laboratory Improvement Amendments, as amended (“CLIA”). Under CLIA, the U.S. Department of Health and Human Services (“HHS”) establishes quality standards for each category of testing performed by the laboratory. The categories of testing include waived, moderate complexity and high complexity. NeoGenomics’ laboratories are categorized as high complexity. Five of the eight site locations for NeoGenomics’ laboratories are also accredited by the College of American Pathologists, or CAP and actively participate in CAP’s proficiency testing programs for all tests offered by the Company. Our Tampa, Florida and Fresno, California facilities are read-only laboratories and therefore, wouldn’t qualify for CAP accreditation. Our Houston, Texas location supports clinical trials and pharma services and has applied for CAP accreditation and we are currently awaiting our accreditation inspection at this location. Proficiency testing programs require the participating laboratories to test specimens that they receive from the testing entity and return the results. The testing entity, conducting an approved program, analyzes the results returned and provides to the Company a quality control report assessing the results. An important component of a quality assurance program is to establish whether the laboratory’s test results are accurate and valid. 13 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. The federal and state certification and licensure programs establish standards for the operation of clinical laboratories, including, but not limited to, qualifications of personnel and quality control. Compliance with such standards is verified by periodic inspections by inspectors employed by federal and state regulatory agencies and accrediting organizations. The Company has a Quality Assurance Committee which is comprised of representatives of all departments of the Company, conducts routine internal surveys and requires corrective action reports in response to the findings. Quality of Care Our mission is to improve patient care through quality cancer genetic diagnostic services. By delivering exceptional service and innovative solutions, we aspire to become the world’s leading cancer and information company. The quality of care provided to clients and their patients is of paramount importance to us. We maintain quality control processes, including standard operating procedures, controls, performance measurement and reporting mechanisms. Our employees are committed to providing accurate, reliable and consistent services at all times. Any concerns regarding the quality of testing or services provided by the Company are immediately communicated to our Medical Team, Company management and, if necessary, the Director for Quality Systems, the Compliance Department or Human Resources Department. We also continually revise and improve our tests and work with laboratory equipment vendors to ensure that our laboratory has the highest possible quality. Compliance Program The health care industry is highly regulated and scrutinized with respect to fraud, abusive billing practices and improper financial relationships between health care companies and their referral sources. The Office of the Inspector General of HHS, or the OIG has published compliance guidance, including the Compliance Program Guidance for Clinical Laboratories in August of 1998, and advisory opinions. The Company has implemented a robust Compliance Program which is overseen by our Board of Directors. Its objective is to ensure compliance with the myriad federal and state laws, regulations and governmental guidance applicable to our business. Our program consists of training/education of employees and monitoring and auditing Company practices. The Board of Directors has formed a Compliance Committee of the Board which meets regularly to discuss all compliance-related issues that may affect the Company. The Company reviews its policies and procedures as new regulations and interpretations come to light to comply with applicable regulations. The Director of Compliance reports directly to the Compliance Committee. Hotline As part of its Compliance Program, the Company provides a hotline for employees who wish to anonymously or confidentially report suspected violations of our codes of conduct, policies/procedures, or laws and regulations. Employees are strongly encouraged to report any suspected violation if they do not feel the problem can be appropriately addressed through the normal chain of command. The hotline does not replace other resources available to our employees, including supervisors, managers and human resources staff, but is an alternative channel available 24 hours a day, 365 days a year. The hotline forwards all reports to the Director of Compliance who is responsible for investigating, reporting to the Compliance Committee, and documenting the disposition of each report. The hotline forwards any calls pertaining to the financial statements or financial issues to the Chairman of the Audit Committee. The Company does not allow any retaliation against an employee who reports a compliance related issue. Laboratory Developed Tests (“LDTs”): The federal Food and Drug Administration, (“FDA”), has regulatory responsibility over, among other areas, instruments, test kits reagents and other medical devices used by clinical laboratories to perform diagnostic testing. High complexity and CLIA-certified laboratories, such as ours, frequently develop internal testing procedures to provide diagnostic results to customers. These tests are referred to as laboratory developed tests, or LDTs. LDTs are subject to CMS oversight through its enforcement of CLIA. The FDA has also claimed regulatory authority over all LDTs, but indicates that it has exercised enforcement discretion with regard to most LDTs offered by high complexity CLIA-certified laboratories, and has not subjected these tests to the panoply of FDA rules and regulations governing medical devices. However, the FDA has stated that it has been considering changes in the way it believes that laboratories ought to be allowed to offer these LDTs, and since 2010 publicly announced that it would be exercising regulatory authority over LDTS, using a risk-based approach that will direct more resources to tests with the highest risk of injury. In October 2014, the FDA published a draft guidance setting forth its proposed framework and timetable for regulating LTDs. The FDA received numerous comments both in support of and opposed to the draft guidance. In November 2016, FDA announced that it would not be finalizing the draft guidance. On January 13, 2017, FDA published a non-binding “Discussion Paper” to purportedly “advance the public discussion by providing a possible approach to spur further dialogue.” The Discussion Paper sets forth a possible LDT regulatory approach where LDTs currently on the market would be exempt from FDA regulation except for adverse event and 14 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. malfunction reporting, and regulation of new and modified LDTs would be phased in over four years based on risk. It remains uncertain whether FDA’s proposed approach will be adopted by FDA or Congress. It is also uncertain what position the n ew administration will adopt with respect to LDTs. It is possible that the FDA could adopt a new policy, or Congress could enact new legislation, that may result in increased regulatory burdens for us to register and continue to offer our tests or to develop and introduce new tests, or modify existing tests and may increase our costs. We cannot be certain as to which of our tests would require FDA review and approval, and if approval was to be required, that our tests could obtain FDA approval. The federal laws governing Medicare, Medicaid and other federal health benefits, as well as other state and federal laws, regulate certain aspects of the relationships between health care providers, including clinical laboratories, and their referral sources, including physicians, hospitals, other laboratories and other entities. We are subject to the federal Anti-Kickback Statute (“federal AKS”), as well as similar state statutes and regulations, which prohibit the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The federal AKS defines remuneration to include anything of value, in cash or in kind, and thus can implicate financial relationships including payments not commensurate with fair market value, such as in the form of space, equipment leases, professional or technical services or anything else of value. The federal AKS is an “intent‑based” statute, meaning that a violation occurs when one or both parties intend the remuneration to be in exchange for or to induce referrals. Violations of the federal AKS may result in substantial civil or criminal penalties, including criminal fines of up to $25,000, imprisonment of up to five years, civil penalties under the federal CMP Law of up to $50,000 for each violation, plus three times the remuneration involved, civil penalties under the federal False Claims Act of up to $11,000 for each claim submitted, plus three times the amounts paid for such claims and exclusion from participation in the Medicare and Medicaid programs. Because of the broad proscriptions of the Anti-Kickback Statute, subsequent federal law required the HHS to publish regulations to guide the health care community in structuring relationships that would not violate the law. The OIG published regulations outlining certain categories of relationships between health care providers and persons or entities that may have a referral relationship that would be deemed not to violate the Anti-Kickback Statute. These regulations are known as the Safe Harbor Regulations (the “Safe Harbor Regulations”) because persons who enter into transactions that comply with all of the criteria for an applicable safe harbor will not violate the Anti- Kickback Statute. The Safe Harbor Regulations are narrowly drafted to avoid inadvertently immunizing prohibited conduct. A relationship or transaction that does not meet all of the criteria of an applicable Safe Harbor Regulation is not deemed to be illegal per se, rather it may be subject to additional scrutiny. The Company endeavors to comply with the Safe Harbor Regulations, but there can be no assurance that the Company would not be subject to investigation and, if investigated, that relationships could be found not to comply with the Safe Harbor Regulations. Further, most states have adopted similar anti-kickback laws prohibiting the offer, payment, solicitation or receipt of remuneration in exchange for referrals, and typically impose criminal and civil penalties as well as loss of licenses. Some of these state laws apply to items and services paid for by private payers as well as to government payers. In addition, many states have adopted laws prohibiting the splitting or sharing of fees between physicians and non‑physicians, as well as between treating physicians and referral sources. We believe our arrangements with physicians comply with the federal AKS, and state anti-kickback and fee‑splitting laws of the states in which we operate, however, if government regulatory authorities were to disagree, we could be subject to civil and criminal penalties, and be required to restructure or terminate our contractual and other arrangements with physicians. This could result in a loss of revenue and have a material adverse effect on our business. Medicare Payment Guidelines We have various billing arrangements with our clients and with third party payer s, including the Medicare program. When the Company bills the client for all, or a portion of, a lab test performed, these client billing arrangements are priced competitively at fair market value. These client billing arrangements may implicate the prohibition of the Medicare program against charging the Medicare or Medicaid programs fees substantially in excess of the Company’s usual and customary charges. These billing arrangements may also implicate the federal Stark Law and the federal and state anti-kickback statutes. Federal law authorizes the Secretary of HHS to suspend or exclude providers from participation in the Medicare and Medicaid programs if providers charge Medicare or state Medicaid programs fees “substantially in excess” of their “usual charges.” The OIG has stated in commentary to various final and proposed regulations its position that this statute has limited applicability to the current Medicare reimbursement system, though the OIG has also commented “we note that ancillary services, such as laboratory tests and drugs, would remain subject to these regulations, even when furnished by physicians.” [F.R., Vol. 68, No. 178, September 15, 2003 at 15 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. 53940]. As such, application of this prohibition to the Company’s business is not clear, but the government could scrutinize the Company’s pricing and billing arrangements and determine to apply this law. The Centers for Medicare and Medicaid Services promulgated, in 2009, a revision to the regulation that prohibits the mark up of purchased diagnostic services [42 C.F.R. §414.50] (the “Anti-Markup Rule”). The Anti-Markup Rule prohibits a physician or other supplier from marking up the price paid for the technical or professional component of a diagnostic test that was ordered by the billing physician or supplier and which was performed by a physician who does not share a practice with the billing physician or supplier. The billing physician is prohibited from billing the Medicare program an amount greater than the lesser of: (i) the performing supplier’s net charge to the billing physician; (ii) the billing physician’s actual charge; or (iii) the fee schedule amount for the test that would be allowed if the performing supplier billed directly. In light of the various federal regulations and guidance from the OIG, the Company seeks to price its products competitively while endeavoring to meet applicable statutes and regulations. Physician Self-Referral Laws The federal law referred to as the “Stark Law”, named after U.S. Representative Fortney “Pete” Stark, prohibits physicians who have a financial relationship with an entity from referring Medicare and Medicaid patients to that entity for the provision of designated health services unless the transaction meets an exception to the law. A “financial relationship” includes both an ownership interest and/or a compensation arrangement with a physician, both direct and indirect, and DHS includes, but is not limited to, laboratory services. The Stark Law prohibits an entity that receives a prohibited DHS referral from seeking payment from Medicare for any DHS services performed as a result of such a referral, unless an arrangement is carefully structure to satisfy every requirement of a regulatory exception. The Stark Law is a strict liability statute, and thus any technical violation requires repayment of all “tainted” referrals, regardless of the intent. Penalties for violating the Stark Law may include the denial of payment to an entity for the impermissible provision of DHS, the requirement to refund any amounts collected in violation of the Stark Law, and civil monetary penalties of up to $15,000 for each violation and $100,000 for each circumvention arrangement or scheme. Other implications of a Stark Law violation may include criminal penalties, exclusion from Medicare and Medicaid programs, and potential False Claims Act liability, including via “qui tam” action. The Company endeavors to structure its financial relationships in compliance with the Stark Law and with similar state physician self-referral laws. Further, many states have promulgated self‑referral laws and regulations similar to the federal Stark Law, but these vary significantly based on the state. For example, the Florida Patient Self-Referral Act of 1992, as amended, (the “Florida Self-Referral Act”) is similar to the Stark law, but is narrower in some respects and broader in others. In addition to services reimbursed by Medicaid or government payers, often these state laws and regulations can encompass services reimbursed by private payers as well. Penalties for violating state self-referral laws and regulations vary based on the state, but often include civil and criminal penalties, exclusion from Medicaid, and loss of licenses. Our financial arrangements with physicians are governed by the federal Stark Law and similar state self-referral laws, and we rely on certain exceptions to the Stark Law with respect to such relationships. While we believe that our financial relationships with physicians and referral practices are in compliance with applicable laws and regulations, we cannot guarantee that government authorities would agree. If we are found by the government to be in violation of the Stark Law or a similar state self-referral law, we could be subject to significant penalties, including fines as specified above, exclusion from participation in government and private payer programs and requirements to refund amounts previously received from government. The False Claims Act The federal False Claims Act prohibits any person or entity from knowingly presenting, or causing to be presented, to the U.S. government, or to a Medicare program contractor, a false or fraudulent claim for payment, or knowingly making or using a false record or statement to have a false claim paid by the government, or conspiring to defraud the U.S. government, or knowingly making or using a false statement to conceal an obligation to pay the government, or improperly retaining overpayments from, the government. A violation of the federal False Claims Act is punishable by a civil penalty of $5,500 to $11,000 for each separate false claim plus three times the amount of damages sustained by the government. Further, False Claims Act liability may lead to exclusion from participation in Medicare, Medicaid and other federal healthcare programs. The False Claims Act’s “whistleblower” or “qui tam” provisions are being used with more frequency to challenge the reimbursement practices of providers and suppliers. Those provisions allow a private individual to bring an action on behalf of the government alleging that the defendant has submitted false claims for payment to the federal government. The government must decide whether to intervene in the lawsuit and whether to prosecute the case. If it declines to do so, the individual may pursue the case alone, although the government must be kept apprised of the progress 16 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. of the lawsuit. Whether or not the federal government intervenes in the case, it will receive the majority of any recovery. The successful qui tam relator who brought the case is entitled to a portion of the proceeds and its attorneys’ fees and costs. As most qui tam cases are filed by current or former employees, an effective compliance program plays a crucial role in reducing the Company’s exposure to liability. It is also a criminal offense, under Title 18 U.S. Code, Section 287, for a person or entity to make a claim against the United States or any department or agency, kn owing the claim to be false, fictitious or fraudulent. The penalty is a fine, and imprisonment of up to five years. The federal False Claims Act has been an effective enforcement tool for the federal government. Many states have enacted similar false claims acts as well. The Company seeks to structure its arrangements with physicians and other clients to be in compliance with the Anti-Kickback Statute, Stark Law, state laws, and the federal False Claims Act and to stay abreast of current developments and changes in the law and regulations. However, these laws and regulations are complex and subject to interpretation. Consequently, we are unable to ascertain with certainty that any of our transactions will not be subject to scrutiny and, if scrutinized, will not result in sanctions or penalties. The Company has taken, and will continue to take, actions to endeavor to ensure compliance with the myriad federal and state laws that govern our business. Confidentiality and Security of Personal Health Information The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), contains provisions that protect individually identifiable health information from unauthorized use or disclosure by covered entities and their business associates. The Office for Civil Rights of HHS, the agency responsible for enforcing HIPAA, has published regulations to address the privacy (the “Privacy Rule”) and security (the “Security Rule”) of protected health information (“PHI”). The Company is a covered entity under HIPAA and has adopted policies and procedures to comply with the Privacy Rule and the Security Rule and HIPAA statute. The health care facilities and providers that refer specimens to the Company are also bound by HIPAA. HIPAA also requires that all providers who transmit claims for health care goods or services electronically utilize standard transaction and data sets and to standardize national provider identification codes. The Company has taken necessary steps to comply with HIPAA regulations, utilizes standard transaction data sets, and has obtained and implemented national provider identifiers, or NPIs, as the standard unique health identifier in filing and processing health care claims and other transactions. The American Recovery and Reinvestment Act (“ARRA”) recently enacted the HITECH Act which extends the scope of HIPAA to permit enforcement against business associates for a violation, establishes new requirements to notify the Office for Civil Rights of HHS of a breach of HIPAA, and allows the Attorneys General of the states to bring actions to enforce violations of HIPAA. Rules implementing various aspects of HIPAA are continuing to be promulgated. With respect to these rules, commencing July 1, 2012, CMS required all HIPAA-covered entities su ch as the Company to conduct electronic claim submissions and related electronic transactions under a new HIPAA transaction standard called Version 5010. In addition to the HIPAA Privacy Rule and Security Rule described above, the Company is subject to state laws regarding the handling and disclosure of patient records and patient health information. These laws vary widely. Penalties for violation include sanctions against a laboratory’s licensure as well as civil or criminal penalties. Additionally, private individuals may have a right of action against the Company for a violation of a state’s privacy laws. We believe we are in material compliance with current state laws regarding the confidentiality of health information and will continue to monitor and comply with new or changing state laws. The Fair and Accurate Credit Transactions Act of 2003, enacted on Dec. 4, 2003, directed the Federal Trade Commission to implement regulations to protect consumers against identity theft. The Federal Trade Commission issued what are referred to as the “Red Flag Rules”, but the effective date for enforcement has been delayed several times. The Red Flag Rules are now subject to enforcement as of January 1, 2012. The Red Flag Program Clarification Act of 2010 (“RFPCA”) gave some relief to health care providers by changing the definition of “creditor”, thereby narrowing the application to health care providers who do not otherwise obtain or use consumer reports or furnish information to consumer reporting agencies in connection with a credit transaction. Health care providers who act as a “creditor” to any of its patients with respect to a “covered account” are required to implement an identity theft protection program to safeguard patient information. A creditor includes any entity that regularly in the course of business obtains or uses consumer reports in connection with credit transactions, furnishes information to a consumer reporting agency in connection with a credit transaction, or advances funds to or on behalf of a person based on the person’s obligation to repay the funds or repayable from specific property pledged by or on behalf of the person. But, a creditor, as defined in the RFPCA, that advances funds on behalf of a person for expenses incidental to a services provided by the creditor to that person is not subject to the Red Flag Rules. The Company has developed a written program designed to identify and detect the relevant warning signs – or “red flags” – of identity theft and establish appropriate responses to prevent and mitigate identity theft in order to comply with the Red Flag Rules. We are also developing a plan to update the program, and the program will be managed by senior management staff under the policy 17 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. direction of our Board of Directors. The Compa ny intends to take such steps as necessary to determine the extent to which the Red Flag Rules apply to it and to take such steps as necessary to comply. Executive Officers of the Company The following table sets forth certain information regarding members of the Board of Directors and our executive officers as of March 1, 2017: Name Board of Directors: Douglas M. VanOort Steven C. Jones Kevin C. Johnson Raymond R. Hipp Bruce K. Crowther William J. Robison Lynn A. Tetrault Alison L. Hannah Kieran P. Murphy Other Executives: George A. Cardoza Dr. Maher Albitar Dr. Steven Brodie Robert J. Shovlin Mark A. Machulcz Steven A. Ross Jennifer M. Balliet Edwin F. Weidig III Age Position 61 53 62 74 65 81 54 56 54 55 61 56 46 53 52 39 47 Chairman of the Board of Directors and Chief Executive Officer Executive Vice President, Chief Compliance Officer, Board Member Board Member Board Member Board Member Board Member Board Member Board Member Board Member Senior Vice President, Chief Financial Officer Senior Vice President, Chief Medical Officer and Director of Research & Development President, Pharma Services Division President, Clinical Services Division Vice President of Operations Vice President, Chief Information Officer Vice President, Chief Culture Officer Controller, Clinical Division Chief Financial Officer and Principal Accounting Officer Members of the Company’s Board of Directors are elected at the annual meeting of stockholders and hold office until their successors are elected. The Company’s officers are appointed by the Board of Directors and serve until their resignation or removal by the Board and are subject to employment agreements, if any, approved and ratified by the Board. There are no family relationships between any of our officers or directors. In addition, pursuant to the Investor Board Rights, Lockup and Standstill Agreement dated December 30, 2015, GE Medical Systems has the right to designate one individual for approval and we are required to appoint such designee, as a director to our Board of Directors. Kieran Murphy, President and Chief Executive Officer of GE Healthcare Life Sciences was appointed to the Board pursuant to such agreement. Douglas M. VanOort, – Chairman of the Board of Directors and Chief Executive Officer Mr. VanOort has served as the Chairman of the Board of Directors and Chief Executive Officer of NeoGenomics since October 28, 2009. For seven months prior to October 2009, he served as Chairman of the Board of Directors, Executive Chairman and Interim Chief Executive Officer. Prior to joining NeoGenomics, Mr. VanOort was a General Partner with a private equity firm, and a Founding Managing Partner of a venture capital firm. From 1982 through 1999, Mr. VanOort served in various positions at Corning Incorporated and at its spin- off company, Quest Diagnostics, Inc. During the period from 1995 through 1999, he served as the Senior Vice President Operations for Quest Diagnostics, Inc. which was then a $1.5 billion newly formed NYSE-traded Company. During the period of 1989 to 1995, he held senior executive positions at Corning Life Sciences, Inc., including Executive Vice President. Corning Life Sciences Inc. had revenues of approximately $2 billion and was spun-off in a public transaction to create both Quest Diagnostics and Covance, Inc. From 1982 to 1989, Mr. VanOort served in various executive positions at Corning Incorporated, including Director of Mergers & Acquisitions. Mr. VanOort currently serves as a member of the Board of Directors of several privately-held companies, and is a principal owner of a privately-held retail hardware store chain. Mr. VanOort is a graduate of Bentley University. Steven C. Jones – Executive Vice President, Chief Compliance Officer, Board Member 18 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. Mr. Jones served as a director since October 2003, as Executive Vice President since November 4, 2016, and as Chief Compliance Officer since February 7, 2013. Mr. Jones served as Chief Financial Officer for the Company from October 2003 until November 30, 2009, and has Executive Vice President – Finance from November 30, 2009 to November 4, 2017. Mr. Jones is also the founder and Chairman of the Aspen Capital Group, a private equity investment firm, and has been President and Managing Director of Aspen Capital Advisors since January 2001. Prior to that Mr. Jones was a chief financial officer at various public and private companies and was a Vice President in the Investment Banking Group at Merrill Lynch & Co. Mr. Jones received his B.S. degree in Computer Engineering from the University of Michigan in 1985 and his MBA degree from the Wharton School of the University of Pennsylvania in 1991. He also serves as Chairman of the Board of T3 Communications, Inc. and he is a member of the Board of XG Sciences, Inc. Kevin C. Johnson – Board Member Mr. Johnson has served as a director since 2010. Mr. Johnson was the Chief Executive Officer for United Allergy Services, a provider of allergy testing and immunotherapy services, from September 2014 through July 2015. From January 2003 until September 2014 Mr. Johnson was retired. From May 1996 until January 2003, Mr. Johnson was Chairman, Chief Executive Officer and President of DIANON Systems, Inc., a publicly-traded cancer diagnostic services company providing anatomic pathology and molecular genetic testing services to physicians nationwide. During that time, DIANON grew annual revenues from approximately $56 million in 1996 to approximately $200 million in 2002. DIANON was sold to Laboratory Corporation of America (NYSE: LH) in January of 2003. Prior to joining DIANON in 1996, Mr. Johnson was employed by Quest Diagnostics and Quest’s predecessor, the Life Sciences Division of Corning, Incorporated, for 18 years, and held numerous management and executive level positions. Raymond R. Hipp – Board Member Mr. Hipp has served as a director since February 2011. Mr. Hipp is a retired senior executive that has been involved in consulting work over the last few years involving mergers and acquisitions as well as being a member of a number of public company boards of directors. From July 1998 until his retirement in June 2002, Mr. Hipp served as Chairman, President and CEO of Alternative Resources Corporation, a provider of information technology outsourcing services. From August 1996 until May 1998, Mr. Hipp was the Chief Executive Officer of ITI Marketing Services, a provider of marketing services. Prior to that, Mr. Hipp held senior executive positions with several other firms. Mr. Hipp has a B.S. from Southeast Missouri State University. Mr. Hipp served on the Board of Directors and on the Audit Committee of Gardner Denver, Inc. (NYSE: GDI), an industrial manufacturing company, for over 14 years. Bruce K. Crowther – Board Member Mr. Crowther has served as a Director since October 2014. Mr. Crowther recently retired as President and Chief Executive Officer of Northwest Community Healthcare where he has served for the last 23 years. Northwest Community Healthcare is an award winning hospital offering a complete system of care. Mr. Crowther has a B.S. in Biology and an M.B.A. from Virginia Commonwealth University. Mr. Crowther serves on the Board of Directors of Wintrust Financial Corporation, a public company and serves on the Board of Directors of Barrington Bank and Trust which is a Wintrust Financial Corporation owned Company. He also serves as Chairman of the Max McGraw Wildlife Foundation; a not for profit organization committed to conservation education and research. William J. Robison – Board Member Mr. Robison has served as a director since May 2007. Mr. Robison, who is retired, spent his entire 41 year career with Pfizer, Inc. At Pfizer, he rose through the ranks of the sales organization and became Senior Vice President of Pfizer Labs in 1986. In 1990, he became General Manager of Pratt Pharmaceuticals, a then new division of the U.S. Pharmaceuticals Group, and in 1992 he became the President of the Consumer Health Care Group. In 1996 he became a member of Pfizer’s Corporate Management Committee and was promoted to the position of Executive Vice President and head of Worldwide Corporate Employee Resources. Mr. Robison retired from Pfizer in 2001. Mr. Robison was previously a board member of the University of Louisiana – Monroe, MWI Veterinary Supply Company, Inc., USO of Metropolitan New York, Inc., the Human Resources Roundtable Group, the Pharmaceutical Human Resource Council, the Personnel Round Table, and the Employee Relations Steering Committee for The Business Round Table. Mr. Robison was also a founding member of the Marine Corps Museum. 19 NEOGENOMICS, INC. ITEM 1. BUSINESS (Continued) Lynn A. Tetrault – Board Member Mrs. Tetrault has served as a director since June 2015. Mrs. Tetrault is currently a consultant. She worked from 1993 to 2014 with AstraZeneca, PLC most recently as Executive Vice President Human Resources and Corporate Affairs. Mrs. Tetrault was responsible for all human resources strategy, talent management, executive compensation and related activities, internal and external communications, government affairs, corporate reputation and corporate social responsibility for the Company. Mrs. Tetrault has an undergraduate degree from Princeton University and a J.D. from the University of Virginia Law School. She is currently a director of Womens’ Way. Alison L. Hannah – Board Member Dr. Hannah has served as a director since June 2015. Dr. Hannah has over 25 years' experience in the development of investigational cancer chemotherapies. Since 2000, she has served as a consultant to the pharmaceutical industry, working with over 20 companies with a focus on molecularly targeted therapy. Prior to this, she worked as Senior Medical Director at SUGEN on various compounds, including Sutent approved in kidney cancer, and Quintiles, a global Contract Research Organization. Dr. Hannah specializes in clinical development strategy, and has filed over 30 Investigational New Drug applications for new molecular entities and 7 New Drug Applications. She participates in Data Monitoring Committees, Scientific Advisory Boards and Independent Review Committees for clinical trials. She has a bachelor's degree in biochemistry and immunology from Harvard University and her medical degree from the University of Saint Andrews. She is a member of ASCO, AACR, ASH, ESMO and a Fellow with the Royal Society of Medicine. Kieran P. Murphy – Board Member Mr. Murphy is President and Chief Executive Officer of GE Healthcare Life Sciences, a $4.0 billion molecular medicine business that provides a broad range of industry-leading technologies and services for drug discovery, pre-clinical and clinical development and biopharmaceutical manufacturing, as well as molecular tools for therapy selection and treatment monitoring in patient care. Mr. Murphy has over twenty-five years of experience in the global life sciences and biotechnology industry. Mr. Murphy earned his bachelor’s degree in 1984 from University College, Dublin. He subsequently graduated from the University of Manchester Institute of Science and Technology with a master’s degree in Marketing. George A. Cardoza – Senior Vice President, Chief Financial Officer Mr. Cardoza has served as Chief Financial Officer since November 2009. Prior to that from March 2008 to November 2009, Mr. Cardoza served as the Chief Financial Officer of Protocol Global Solutions, Inc., a privately held international marketing company. Mr. Cardoza also served as the Controller of Protocol Global Solutions from March 2006 to March 2008. From April 1991 to March 2006, Mr. Cardoza was employed by Quest Diagnostics Inc., a diagnostic testing, information and services company, in a number of positions, including the position of Controller—Central Region from 2001 to March 2006. At Quest Mr. Cardoza was responsible for overseeing all the financial operations of the Central Region, which had revenue of over $1.2 billion in 2006. Prior to his time with Quest, he worked for Sony Music Entertainment Inc. and the Continental Grain Company in various financial roles. Mr. Cardoza received his B.S. from Syracuse University in finance and accounting and has received his M.B.A. from Michigan State University. Maher Albitar, M.D. – Senior Vice President, Chief Medical Officer and Director of Research and Development Dr. Albitar has served as Chief Medical Officer and Director of Research and Development since January 2012. From 2008 to 2011, Dr. Albitar served as the Medical Director for Hematopathology and Oncology, Nichols Institute of Quest Diagnostics, and Chief R&D Director for Hematopathology and Oncology for Quest Diagnostics, a diagnostic testing, information and services company. From 2003 to 2008, Dr. Albitar served as the Director of Hematopathology for the Nichols Institute of Quest Diagnostics. From 2005 to 2011, Dr. Albitar also served as a Board member of Associated Diagnostics Pathologists, Inc. From 1991 to 2003, Dr. Albitar held various faculty positions at The University of Texas MD Anderson Cancer Center. Dr. Albitar previously served as the Chief Medical Officer of Health Discovery Corporation (“HDC”) and is currently a member of the Board of Directors of HDC. Dr. Albitar has also served as a consultant to multiple companies. Dr. Albitar received his medical degree in 1979 from Damascus Medical School in Damascus, Syria. 20 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. Steven Brodie, Ph.D. – President, Pharma Services Division Dr. Brodie has served as the President of our Pharma Services Division since September, 2016. Prior to this he had served as Chief Scientific Officer of NeoGenomics since April 2015. Dr. Brodie is also the Laboratory Director for our Fort Myers, FL lab facility, a role he has held since 2014. He also has served as our Director of Molecular Genetics and Cytogenetics since 2011. Prior to joining NeoGenomics, Dr. Brodie served as a Senior Director of Cytogenetics, Assistant Director of Molecular Genetics, and Scientific Director of Maternal Serum Screening at Quest Diagnostics (Specialty Laboratories) in Valencia Ca. In addition to his clinical responsibilities, he trained Pathology residents in genetic testing for Loma Linda University Medical Center as the Affiliate Rotation Director and the University of Southern California, Keck SOM as a Clinical Assistant Professor of Pathology. Prior to joining Quest Diagnostics, he held a variety of research and clinical positions at the National Institutes of Health, University of New Mexico School of Medicine, and the University of California Los Angeles David Geffen School Of Medicine. Dr. Brodie was trained in Genetics at the University of California Los Angeles/Cedar-Sinai Medical Center medical genetics training program. He received a Ph.D. in Biomedical Sciences from the University of New Mexico School of Medicine and Clinical Molecular Genetics and Cytogenetics training at the University of California Los Angeles. Dr. Brodie is Board Certified by the American Board of Medical Genetics and Genomics and holds Directors Licenses in California, Florida, Tennessee, and New York. Robert J. Shovlin – President, Clinical Services Division Mr. Shovlin has served as the President of our Clinical Services Division since September, 2016. Prior to this, he had served as our Chief Growth Officer since the acquisition of Clarient in 2015. From his hire date in October 2014 until the Clarient acquisition, Mr. Shovlin served as the Chief Operating Officer of NeoGenomics. From 2012 until October 2014, Mr. Shovlin served as Chief Development officer for Bostwick Laboratories, a provider of anatomic pathology testing services targeting urologists and other clinicians, where he was responsible for Sales, Marketing, Managed Care, Business Development, and Clinical Trials. From 2005 until 2011, he served in progressively more responsible positions, including President and Chief Executive Officer, for Aureon Biosciences, Inc., a venture-backed diagnostics company focused on developing novel and proprietary prostate cancer tests. Mr. Shovlin also served as Executive Director for Anatomic Pathology and Director of Managed Care for Quest Diagnostics from 2003 until 2005, and held sales leadership positions at Dianon Systems from 1997 until 2003. Mr. Shovlin served as a Captain, Infantry Officer in the United States Marine Corps from 1992 until 1997 where he served as a Platoon and Company Commander with 1st Battalion 4th Marines and as an Instructor and Staff Platoon Commander at the Basic School. He holds a Bachelor of Science Degree from Pennsylvania State University, and a Masters of Business Administration from Rutgers University. Mark A. Machulcz – Vice President of Operations Mr. Machulcz has served as our Vice President of Operations since January 2016. From 2011 until our acquisition of Clarient in December 2015, he served as Vice President of International Operations at GE Healthcare, Clarient Diagnostic Services, a leading provider of comprehensive cancer-diagnostic laboratory services where he was responsible for the development and execution of the international and domestic expansion strategy for the clinical and bio pharmaceutical business. From 2009 until 2011, he served as Executive Vice President of Operations at PLUS Diagnostics, a pathology laboratory where was responsible for lab operations, customer service, logistics and information technology. Prior to joining PLUS Diagnostics, Mr. Machulcz directed the India operations at Quest Diagnostics Incorporated, where he was involved in the launch of their clinical trials service and was responsible for clinical and Anatomical Pathology Laboratories and prior to that role he served in various other positions at Quest Diagnostics with progressive levels of responsibility. Mr. Machulcz received his Bachelor's degree in Medical Technology from St. Louis University and his Master's degree in Business Administration from Johns Hopkins University. Steven A. Ross – Vice President, Chief Information Officer Mr. Ross has served as Chief Information Officer since April 2013. Prior to joining the Company, Mr. Ross served as Vice President Technology at Chico’s FAS, Inc. during the period from 2003 to 2013 where he participated in the direction of all information technology resource planning, budgeting, technology associate development coaching and operation initiatives for the $2.5 billion dollar global consumer products company. Prior to that Mr. Ross worked for Zinn Corporation as a Project Director, assisting Target Inc. Mr. Ross has his Bachelor of Science from New Mexico State University. Jennifer Balliet – Vice President, Chief Culture Officer Mrs. Balliet has served as our Chief Culture Officer since September, 2016. Prior to that, she had served as our Vice President of Human Resources since April 2015. Mrs. Balliet joined NeoGenomics in 2008 and has steadily increased her responsibilities and was previously serving as Director of Human Resources. During her time with NeoGenomics, she managed the Human Resources process 21 ITEM 1. BUSINESS (Continued) NEOGENOMICS, INC. as the Company grew from 100 employees to over 900 employees. As Vice President of Human Resources, Mrs. Balliet has responsibility for all areas of our Human Resources including recruiting, training, development, compensation, incentive plans and organizational development. Mrs. Balliet received her B.S. degree in Psychology and M.S. degree in Business Management from the University of Florida. Edwin F. Weidig III – Controller, Clinical Division Chief Financial Officer and Principal Accounting Officer Edwin F. Weidig III has served as our Controller and Clinical Division Chief Financial Officer since September, 2016, and as our Principal Accounting Officer since January 2012. Prior to assuming his position as Controller and Clinical Division Chief Financial Officer, he had served as our Director of Finance since January 2012. Mr. Weidig served as the Company’s Corporate Controller from October 2007 until January 2012. Prior to that, from May 2005 to October 2007 he was a Division Controller for Meritage Homes Corporation (NYSE:MTH) in Fort Myers, Florida, and prior to that from January 1999 to May 2005 he worked in public accounting for a local firm in Fort Myers, Florida and for the PricewaterhouseCoopers office in Boston, Massachusetts. Mr. Weidig earned his Bachelor of Science degree in Business Administration from Merrimack College. Mr. Weidig holds an active CPA license with the state of Massachusetts. 22 ITEM 1A. RISK FACTORS NEOGENOMICS, INC We are subject to various risks that may materially harm our business, financial condition and results of operations. They are not, however, the only risks we face. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely affect our business, financial condition or results of operations. An investor should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline or we may be forced to cease operations. Risks Relating to Our Business We may not be able to implement our business strategy, which could impair our ability to continue operations. Implementation of our business strategies will depend in large part on our ability to (i) attract and maintain a significant number of clients; (ii) effectively provide acceptable products and services to our clients; (iii) develop and license new products and technologies; (iv) obtain adequate financing on favorable terms to fund our business strategies; (v) maintain appropriate internal procedures, policies, and systems; (vi) hire, train, and retain skilled employees and management; (vii) continue to operate despite increasing competition in the medical laboratory industry; (viii) be paid reasonable fees by government payer’s that will adequately cover our costs; (ix) establish, develop and maintain our name recognition; and (x) establish and maintain beneficial relationships with third-party insurance providers and other third- party payers. Our inability to obtain or maintain any or all these factors could impair our ability to implement our business strategies successfully, which could have material adverse effects on our results of operations and financial condition. We may be unsuccessful in managing our growth which could prevent us from operating profitably. Our growth, including through our acquisition of the Clarient business in December 2015, has placed, and is expected to continue to place, a significant strain on our managerial, operational and financial resources. To manage our expanded business and our potential growth, we must continue to implement and improve our operational, financial and billing systems and to expand, train and manage our employee base. We may not be able to effectively manage the expansion of our operations and our systems and our procedures or controls may not be adequate to support our operations. Our management may not be able to achieve the rapid execution necessary to fully exploit the market opportunity for our products and services. Any inability to manage growth could have a material adverse effect on our business, results of operations, potential profitability and financial condition. We have a substantial amount of indebtedness. This level of indebtedness could adversely affect our flexibility in operating our business and our ability to react to changes in the economy or our industry. In December 2016, we entered into a senior secured revolving credit facility, providing for up to $150 million of borrowings, comprised of a $75 million senior secured term loan facility and a $75 million revolving loan. At December 31, 2016, we had $97.9 million of indebtedness outstanding, and approximately $27.0 million of available borrowing capacity under our senior secured revolving credit facility. The revolving credit facility allows for additional borrowings as long as the debt to Adjusted EBITDA ratio remains below 3.75. The full amount of borrowings under the term loan facility and $22.9 million of borrowings under the revolving credit facility were used to retire the then existing term loan and redeem $55 million in shares of our convertible and redeemable Series A Preferred Stock, or the Series A Preferred Stock, received by an affiliate of General Electric (GE Medical) in connection with our acquisition of Clarient, which we refer to as the Acquisition. Our substantial indebtedness could have significant consequences for our business and financial condition. For example: • • We could be required to dedicate a greater percentage of our cash flows to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, pursue other acquisitions or investments in new technologies, make stock repurchases and fund other general corporate purposes. If we fail to meet our payment obligations or otherwise fail to comply with the covenants in our debt, including failure as a result of events beyond our control, it could result in an event of default on our debt. Upon an event of default, the lenders of that debt could elect to cause all amounts outstanding with respect to that debt to become immediately due and payable and we would be unable to access our revolving credit facility. 23 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC • • • Our debt imposes operating and financial covenants and restrictions on us, and compliance with such covenants and restrictions may adversely affect our ability to adequately finance our operations or capital needs, pursue attractive business opportunities that may arise, redeem or repurchase capital stock, pay dividends, sell assets, and make capital expenditures. We may experience increased vulnerability to general adverse economic conditions, including increases in interest rates for those borrowings that bear interest at variable rates or if such indebtedness is refinanced at a time when interest are higher. We may experience limited flexibility in planning for, or reacting to, changes in or challenges relating to our businesses and industry, creating competitive disadvantages compared to other competitors with lower debt levels and borrowing costs. We cannot assure you that cash flows, combined with additional borrowings under the revolving credit facility or any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness, or to fund other liquidity needs. In addition, we may incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated. In addition, for so long as any shares of our Series A Preferred Stock remain outstanding, in the event that we issue any other shares of capital stock or any unsecured debt securities for cash, we are required to apply at least 50% of the net cash proceeds to redeem shares of Series A Preferred Stock at the then-effective liquidation preference, which is $7.50 per share as of the date of this report, less any applicable redemption discounts. As a result, our ability to repay our outstanding indebtedness will be constrained by the fact that we will only receive half of the net cash proceeds from certain capital raising activities for as long as any shares of our Series A Preferred Stock remains outstanding. If we are unable to successfully integrate any future business we may acquire, with our legacy business, the anticipated benefits of such transaction may not be realized. Acquisitions, involve the combination of two companies that formerly operated as independent companies. Acquisitions require us to devote significant management attention and resources to integrating the acquired company’s business practices and operations with our own. Potential difficulties we may encounter as part of the integration process, all of which could materially and adversely affect our business, financial condition, results of operations, and cash flows, include the following: • • • • • • • the potential inability to successfully combine the acquired company’s business with our legacy business in a manner that permits us to achieve the cost synergies expected to be achieved when expected, or at all, and other benefits anticipated to result from such transaction; challenges optimizing the customer information and technology of the two companies, including the goal of consolidating to one laboratory information system and one billing system; challenges effectuating any diversification strategy, including challenges achieving revenue growth from sales of each company’s products and services to the customers of the other company; difficulties offering products and services across our expanded portfolio; the need to revisit assumptions about reserves, revenues, capital expenditures, and operating costs, including expected synergies; challenges faced by a potential diversion of the attention of our management as a result of the integration, which in turn could adversely affect our ability to maintain relationships with customers, employees and other constituencies or our ability to achieve the anticipated benefits of such transaction; the potential loss of key employees, customers, managed care contracts or strategic partners, or the ability to attract or retain key management and other key personnel, which could have an adverse effect on our ability to integrate and operate the acquired business; 24 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. • • • complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; costs and challenges related to the integration of the acquired company’s internal controls over financial reporting with ours; and potential unknown liabilities and unforeseen increased expenses. We cannot be assured that all of the goals and anticipated benefits of an acquisition, will be achievable, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and to business and the reactions of investors and analysts. If we cannot integrate our business and any future business we may acquire, successfully, we may fail to realize the expected benefits of such transaction, including the anticipated cost synergies. We could also encounter additional transaction and integration costs or be subject to other factors that affect preliminary estimates. We may experience discontinuation or recalls of existing testing products or failures to develop, or acquire, licenses for new or improved testing technologies which could materially and adversely affect our revenues. From time to time, manufacturers discontinue or recall reagents, test kits or instruments used by us to perform laboratory testing. Such discontinuations or recalls could adversely affect our costs, testing volume, costs and revenues. Our industry is subject to changing technology and new product introductions. Our success will depend, in part, on our ability to develop, acquire or license new and improved technologies on favorable terms and to obtain appropriate coverage and reimbursement for these technologies. We may not be able to negotiate acceptable licensing arrangements and we cannot be certain that such arrangements will yield commercially successful diagnostic tests. If we are unable to license these testing methods at competitive rates, our research and development costs may increase as a result. In addition, if we are unable to license new or improved technologies to expand our testing operations, our testing methods may become outdated when compared with our competition and testing volume and revenue may be materially and adversely affected. We may incur greater costs than anticipated, which could result in sustained losses. We use reasonable efforts to assess and predict the expenses necessary to pursue our business strategies. However, implementing our business strategies may require more employees, capital equipment, supplies or other expenditure items than management has predicted, particularly as we continue to assess any further needs resulting from the Acquisition. Similarly, the cost of compensating additional management, employees and consultants or other operating costs may be more than we estimate, which could result in ongoing and sustained losses. We may face fluctuations in our results of operations and we are subject to seasonality in our business which could negatively affect our business operations. Management expects that our results of operations may fluctuate significantly in the future as a result of a variety of factors, including, but not limited to: (i) the continued rate of growth, usage and acceptance of our products and services; (ii) demand for our products and services; (iii) the introduction and acceptance of new or enhanced products or services by us or by competitors; (iv) our ability to anticipate and effectively adapt to developing markets and to rapidly changing technologies; (v) our ability to attract, retain and motivate qualified personnel; (vi) the initiation, renewal or expiration of significant contracts with any major clients; (vii) pricing changes by us, our suppliers or our competitors; (viii) seasonality; and (ix) general economic conditions and other factors. Accordingly, future sales and operating results are difficult to forecast. Our expenses are based in part on our expectations as to future revenues and to a significant extent are relatively fixed, at least in the short-term. We may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in relation to our expectations would likely have an immediate adverse impact on our business, results of operations and financial condition. In addition, we may determine from time to time to make certain pricing or marketing decisions or acquisitions that could have a short-term material adverse effect on our business, results of operations and financial condition and may not result in the long-term benefits intended. Furthermore, in Florida, historically our largest referral market for lab testing services, a meaningful percentage of the population, 25 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. returns to homes in the Northern United States to avoid the hot summer months. This combined with the usual summer vacation schedules of our clients usually results in seasonality in our business. Because of all of the foregoing factors, our operating results in future periods could be less than the expectations of investors. We depend substantially upon third parties for payment of services, which could have a material adverse effect on our cash flows and results of operations. Our business consists of clinical laboratories that provide medical testing services for doctors, hospitals, and other laboratories on patient specimens that are sent to our laboratory. In the case of some specimen referrals that are received for patients that are not in-patients or out- patients at a hospital or institution or otherwise sent by another reference laboratory, we typically bill the patient’s insurance company or a government program for our services. As such, we rely on the cooperation of numerous third-party payers, including but not limited to Medicare, Medicaid, and various insurance companies, to get paid for performing services on behalf of our clients and their patients. The amount of such third-party payments is governed by contractual relationships in cases where we are a participating provider for a specified insurance company or by established government reimbursement rates in cases where we are an approved provider for a government program such as Medicare or Medicaid. However, we do not have contractual relationships with some of the insurance companies with whom we deal, nor are we necessarily able to become an approved provider for all government programs. In such cases, we are deemed to be a non-participating provider and there is no contractual assurance that we will be able to collect the amounts billed to such insurance companies or government programs. Currently, we are not a participating provider with some of the insurance companies we bill for our services. Until such time we become a participating provider with such insurance companies, there can be no contractual assurance that we will be paid for the services we bill to such insurance companies or patients, and such third-parties may change their reimbursement policies for non-participating providers in a manner that may have a material adverse effect on our cash flow or results of operations. When new CPT codes are introduced by the American Medical Association it often takes time for commercial insurance providers to recognize the new codes, which can significantly impact the timing of payments, if any, and can increase our days-sales-outstanding. Insurance companies may also try to steer business away from us towards in-network providers by sending letters to physicians and even imposing financial penalties, if they continue to send us business. Our business is subject to rapid scientific change, which could have a material adverse effect on our business, results of operations and financial condition. The market for genetic and molecular testing services is characterized by rapid scientific developments, evolving industry standards and customer demands, and frequent new product introductions and enhancements. For example, new tests developed by our competitors may prove superior and replace our existing tests. Our future success will depend in significant part on our ability to continually improve our offerings in response to both evolving demands of the marketplace and competitive service offerings, and we may be unsuccessful in doing so which could have a material adverse effect on our business, results of operations and financial condition. Certain technological changes such as advances in point-of-care testing, could reduce the need for the laboratory tests we provide. The market for our services is highly competitive, which could have a material adverse effect on our business, results of operations and financial condition. The market for genetic and molecular testing services is highly competitive and we expect competition to continue to increase. We compete with other commercial clinical laboratories in addition to the in-house laboratories of many major hospitals and physician practices. Many of our existing competitors have significantly greater financial, human, technical and marketing resources than we do. Some physician groups and hospitals have made the decision to internalize testing rather than using an outsourced laboratory such as us and therefore control the referral of their own specimens. Our competitors may develop products and services that are superior to ours or that achieve greater market acceptance than our offerings. We may not be able to compete successfully against current and future sources of competition and in such cases, this may have a material adverse effect on our business, results of operations and financial condition. Increased competition, including price competition, could have a material adverse impact on our net revenues and profitability. Our industry is characterized by intense competition. Our major competitors including Quest Diagnostics and Laboratory Corporation of America are large national laboratories that possess greater name recognition, larger customer bases, and significantly greater financial resources and employ substantially more personnel than we do. Many of our competitors have long established relationships 26 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. with their customers and third-party payers. We cannot assure you that we will be able to compete successfully with such entities in the future. The laboratory business is intensely competitive both in terms of price and service. Pricing of laboratory testing services is often one of the most significant factors used by health care providers and third-party payers in selecting a laboratory. As a result of the laboratory industry undergoing consolidation, larger laboratory providers are able to increase cost efficiencies afforded by large-scale automated testing. This consolidation results in greater price competition. We may be unable to increase cost efficiencies sufficiently, if at all, and as a result, our net earnings and cash flows could be negatively impacted by such price competition. Additionally, we may also face changes in fee schedules, competitive bidding for laboratory services or other actions or pressures reducing payment schedules as a result of increased or additional competition. Additional competition, including price competition, could have a material adverse impact on our net revenues and profitability. We face the risk of capacity constraints, which could have a material adverse effect on our business, results of operations and financial condition. We compete in the market place primarily on three factors: i) the quality and accuracy of our test results; ii) the speed or turn-around times of our testing services; and iii) our ability to provide after-test support to those physicians requesting consultation. Any unforeseen increase in the volume of clients could strain the capacity of our personnel and systems, leading to unacceptable turn-around times, or customer service failures. In addition, as the number of our clients and specimens increases, our products, services, and infrastructure may not be able to scale accordingly. We may also not be able to hire additional licensed medical technologists that we need to handle increased volumes. Any failure to handle higher volume of requests for our products and services could lead to the loss of established clients and have a material adverse effect on our business, results of operations and financial condition. If we produce inaccurate test results, our clients may choose not to use us in the future. This could severely harm our business, results of operations and financial condition. In addition, based on the importance of the subject matter of our tests, inaccurate results could result in improper treatment of patients, and potential liability for us. We may fail to protect our facilities, which could have a material adverse effect on our business, results of operations and financial condition. Our operations are dependent in part upon our ability to protect our laboratory operations against physical damage from explosions, fire, floods, hurricanes, earthquakes, power loss, telecommunications failures, break-ins and similar events. We do not presently have an emergency back-up generator in place at our Tampa, Florida, Nashville, Tennessee, or Fresno, West Sacramento, or Irvine, California laboratory locations that would otherwise mitigate to some extent the effects of a prolonged power outage. The occurrence of any of these events could result in interruptions, delays or cessations in service to clients, which could have a material adverse effect on our business, results of operations and financial condition. The steps we have taken to protect our proprietary rights may not be adequate, which could result in infringement or misappropriation by third-parties. We regard our copyrights, trademarks, trade secrets and similar intellectual property as critical to our success, and we rely upon trademark and copyright law, trade secret protection and confidentiality and/or license agreements with our employees, clients, partners and others to protect our proprietary rights. The steps taken by us to protect our proprietary rights may not be adequate or third parties may infringe or misappropriate our copyrights, trademarks, trade secrets and similar proprietary rights. In addition, other parties may assert infringement claims against us. We are dependent on key personnel and need to hire additional qualified personnel in order for our business to succeed. Our performance is substantially dependent on the performance of our senior management and key technical personnel. In particular, our success depends substantially on the continued efforts of our senior management team, which currently is composed of a small number of individuals. The loss of the services of any of our executive officers, our medical staff, our laboratory directors or other key employees could have a material adverse effect on our business, results of operations and our financial condition. Our future success also depends on our continuing ability to attract and retain highly qualified managerial and technical personnel as we grow. Competition for such personnel is intense and we may not be able to retain our key managerial and technical employees or may not be able to attract and retain additional highly qualified managerial and technical personnel in the future. The inability to attract and retain 27 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. the necessary managerial and technical personnel could have a material adverse effect upon our business, results of operations and financial condition.) The failure to obtain necessary additional capital to finance growth and capital requirements, could adversely affect our business, financial condition and results of operations. We may seek to exploit business opportunities that require more capital than we have currently available. We may not be able to raise such capital on favorable terms or at all, and may be restricted in amount and type of such capital by the agreements governing our existing indebtedness. If we are unable to obtain such additional capital, we may be required to reduce the scope of our anticipated expansion, which could adversely affect our business, financial condition and results of operations. As of December 31, 2016, we had cash and cash equivalents of approximately $12.5 million and approximately $27.0 million of available borrowing capacity under our senior secured revolving credit facility. We may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, there could be a material adverse effect on our long-term business, rate of growth, operating results, financial condition and prospects. Proposed government regulation of LDT’s may result in delays to launching certain laboratory tests and increase our costs to implement new tests. We frequently develop testing procedures to provide diagnostic results to clients that cannot currently be provided using test kits approved or cleared by the U.S. Food and Drug Administration, or the FDA. The FDA has been considering changes to the way that it regulates these LDTs. Currently all LDTs are conducted and offered in accordance with the Clinical Laboratory Improvements Amendments, or CLIA, and individual state licensing procedures. The FDA has published a draft guidance document that would require FDA clearance or approval of a subset of LDTs, as well as a modified approach for some lower risk LDTs that may require FDA oversight short of the full premarket approval or clearance process. FDA is taking the position that it can implement these new LDT regulatory requirements without promulgating formal regulations. As a result, there is a risk that the FDA’s proposed regulatory process could delay the offering of certain tests and result in additional validation costs and fees. There is also an associated risk for us that some tests currently offered might become subject to FDA premarket approval or clearance. This FDA approval or clearance process would be time-consuming and costly, with no guarantee of ultimate approval or clearance. On July 31, 2014 the FDA issued a notification to Congress of the “Anticipated Details of the Draft Guidance for Industry, Food and Drug Administration Staff, and Clinical Laboratories: Framework for Regulatory Oversight of Laboratory Developed Tests,” or the Draft LDT Guidance. As described in this notification, the FDA planned to provide draft guidance to clinical laboratories that develop their own LDTs regarding how the FDA intends to regulate such laboratories under the Federal Food, Drug, and Cosmetic Act. On October 3, 2014 the FDA issued the draft guidance to clinical laboratories. The regulatory framework will use a risk-based approach to enforce the FDA’s premarket review requirements, and for high-risk tests, the framework may require laboratories to use FDA-approved tests, if available, rather than LDTs. If implemented, the framework outlined in the Draft LDT Guidance may also require us to obtain premarket clearance or approval for certain of our LDTs. Implementation of this framework would include a lengthy phase-in period ranging from two to nine years depending on the risk assessment rating of each particular test. The FDA provided an opportunity for public comment through February 2015, but the Draft LDT Guidance has not been finalized to date. Through the ACLA, the industry has announced its opposition to the Draft LDT Guidance and submitted comments to the FDA in response to the draft guidance. In addition to the ACLA public comment, the FDA received 169 public comments in response to the Draft LDT Guidance, however it remains unknown whether the regulatory framework ultimately implemented by the FDA will differ substantially from the framework described in the Draft LDT Guidance. This FDA regulation may result in increased regulatory burdens for us to register and continue to offer our tests or to develop and introduce new tests and may increase our costs. We do yet know which of our tests would be classified as high-risk and would require a full FDA approval. If such approval was required, we cannot be certain that our tests would obtain FDA approval or clearance. In January 2017 the FDA announced that it would not issue a final guidance on the oversight of LDTs at the request of various stakeholders to allow for further public discussion on an appropriate oversight approach, and to give congressional authorizing committees the opportunity to develop a legislative solution. In the event that, in the future, the FDA and/or congressional authorizing committees begin to regulate our tests, it could require a significant volume of applications with the FDA and/or document responses to congressional authorizing committees which would be burdensome and the FDA and/or congressional authorizing committees could take a long time to review such applications and/or document responses if every lab in the country files a large volume of applications and/or document responses for each of their LDTs. 28 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. If we were required to conduct additional clinical trials prior to continuing to sell our current tests or launching any other tests we may develop, those trials could result in delays or failure to obtain necessary regulatory approvals, which could harm our business. In the event that, in the future, the FDA begins to regulate our tests, it may require additional pre- market clinical testing prior to submitting a regulatory notification or application for commercial sales. Such pre-market clinical testing could delay the commencement or completion of clinical testing, significantly increase our test development costs, delay commercialization of any future tests, and interrupt sales of our current tests. Many of the factors that may cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or approval. The commencement of clinical trials may be delayed due to insufficient patient enrollment, which is a function of many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites and the eligibility criteria for the clinical trial. We may find it necessary to engage contract research organizations to perform data collection and analysis and other aspects of our clinical trials, which might increase the cost and complexity of our trials. We may also depend on clinical investigators, medical institutions and contract research organizations to perform the trials. If these parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, or if the quality, completeness or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or for other reasons, our clinical trials may have to be extended, delayed or terminated. Many of these factors would be beyond our control. We may not be able to enter into replacement arrangements without undue delays or considerable expenditures. If there are delays in testing or approvals as a result of the failure to perform by third parties, our research and development costs would increase, and we may not be able to obtain regulatory clearance or approval for our tests. In addition, we may not be able to establish or maintain relationships with these parties on favorable terms, if at all. Each of these outcomes would harm our ability to market our tests, or to achieve sustained profitability. Failure in our information technology systems could significantly increase testing turn-around time or billing processes and otherwise disrupt our operations. Our laboratory operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Sustained system failures or interruption of our systems in one or more of our laboratory operations could disrupt our ability to process laboratory requisitions, perform testing, provide test results in a timely manner and/or bill the appropriate party. Breaches with respect to protected health information could result in violations of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, and analogous state laws, and risk the imposition of significant fines and penalties. Failure of our information technology systems could adversely affect our business, profitability and financial condition. Healthcare reform programs may impact our business and the pricing we receive for our services. In March of 2010, health care reform legislation known as the “Patient Protection and Affordable Care Act,” which we refer to as the ACA, was passed into law. The ACA also makes changes that are expected to significantly impact the pharmaceutical and medical device industries and clinical laboratories. For example, effective December 31, 2017, each medical device manufacturer must pay sales tax in an amount equal to 2.3% of the price for which such manufacturer sells its medical devices that are listed with the FDA. Although the FDA issued Draft LDT Guidance that, if finalized, would regulate certain clinical laboratory tests that are developed and validated by a laboratory for its own use, or LDTs, as medical devices, none of our LDTs such as our prostate cancer test are currently listed with the FDA. We cannot assure you that the tax will not apply to services such as ours in the future. The ACA contains several provisions that seek to limit Medicare spending in the future. One key provision in the ACA is the establishment of “Accountable Care Organizations,” or ACOs, under which hospitals and physicians are able to share savings that result from cost control efforts. We cannot predict how the continued establishment and implementation of these new business models will impact on our business. There is the possibility that these organizations will seek to lower reimbursement for the services we provide and some may potentially restrict access to our services. We may not be able to gain access into certain ACOs. These changes could have an adverse and material impact on our operations. In furtherance of health care reform and the reduction in health care expenditures, the ACA contains numerous provisions to be implemented through 2018. There can be no assurance at this time that the implementation of these provisions will not have a material adverse effect on our business. The ACA provided for states to create health insurance “Marketplaces” where individuals can compare and enroll in Qualified Health Plans, or QHPs. Individuals with an income less than 400% of the federal poverty level that purchase insurance on a Marketplace may 29 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. be eligible for federal subsidies to cover a portion of their health insurance premium costs and cost sharing of co‑insurance or co‑pay obligations. Our patients may be enrolled in QHPs, and we may begin to submit bills to QHPs for services we provide. The presence of federal funds in QHPs in the form of subsidies and cost-sharing may subject providers to heightened government attention and enforcement, which could significantly increase the cost of compliance and could materially impact our operations. For example, it is not clear whether the availability of these federal subsidies classifies a QHP as a federal healthcare program, particularly for purposes of federal fraud and abuse laws. In letters published on October 30, 2013 and February 6, 2014, the former Secretary of the Department of Health & Human Services, or DHHS, Kathleen Sebelius, indicated that DHHS does not consider QHPs to be federal healthcare programs. However, a judge may not agree with this statement by Secretary Sebelius, and other government regulators, including, but not limited to the current of future Secretary of the DHHS, may take a different position. For example, subsequent letters from U.S. Senator Charles Grassley to Secretary Sebelius and Attorney Gener al Eric Holder on November 7, 2013 and February 12, 2014 indicate that this issue remains an outstanding question. If QHPs are classified as federal healthcare programs, it could significantly increase our costs of compliance. In furtherance of health care reform and the reduction in health care expenditures, the ACA contains numerous provisions to be implemented through 2018. In January 2017, Congress voted to adopt a budget resolution for fiscal year 2017, or the Budget Resolution, that authorizes the implementation of legislation that would repeal portions of the ACA. Further, in January 2017, President Trump signed an Executive Order directing federal agencies with authorities and responsibilities under the ACA to waive, defer, grant exemptions from, or delay the implementation of any provision of the ACA that would impose a fiscal or regulatory burden on states, individuals, healthcare providers, health insurers, or manufacturers of pharmaceuticals or medical devices. Congress also could consider subsequent legislation to replace elements of the ACA that are repealed. Additionally, the ACA continues to be challenged in a variety of lawsuits. Because of the continued uncertainty about the implementation of the ACA, there can be no assurance at this time that the implementation (or repeal) of these provisions will not have a material adverse effect on our business. Failure to comply with environmental, health and safety laws and regulations, including the federal Occupational Safety and Health Administration Act, and the Needlestick Safety and Prevention Act could result in fines and penalties and loss of licensure, and have a material adverse effect upon our business. We are subject to licensing and regulation under federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including laws and regulations relating to the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials, as well as regulations relating to the safety and health of laboratory employees. The federal Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for health care employers, including clinical laboratories, whose workers may be exposed to blood-borne pathogens such as HIV and the hepatitis B virus. These requirements, among other things, require work practice controls, protective clothing and equipment, training, medical follow- up, vaccinations and other measures designed to minimize exposure to, and transmission of, blood-borne pathogens. In addition, the Needlestick Safety and Prevention Act requires, among other things, that we include in our safety programs the evaluation and use of engineering controls such as safety needles if found to be effective at reducing the risk of needlestick injuries in the workplace. Failure to comply with such federal, state and local laws and regulations could subject us to denial of the right to conduct business, fines, criminal penalties and/or other enforcement actions, any of which could have a material adverse effect on our business. In addition, compliance with future legislation could impose additional requirements for us, which may be costly. Steps taken by government payers, such as Medicare and Medicaid to control the utilization and reimbursement of healthcare services, including esoteric testing may diminish our net revenue. We face efforts by government payers to reduce utilization as well as reimbursement for laboratory testing services. Changes in governmental reimbursement may result from statutory and regulatory changes, retroactive rate adjustments, administrative rulings and other policy changes. From time to time, legislative freezes and updates affect some of our tests that are reimbursed by the Medicare program under the Medicare Physician Fee Schedule, or MPFS, or Clinical Laboratory Fee Schedule, or CLFS. The MPFS is updated on an annual basis. In the past, the MPFS was updated using a prescribed statutory formula; when application of the statutory formula resulted in lower payments, Congress has passed interim legislation to prevent the reductions. The Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, repealed the previous statutory update formula and specified the update adjustment factors for calendar years 2015 30 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. and beyond. If the updated conversion factor results in negative reimbursement in future years, the resulting decrease in payment may adversely affect our revenue, business, operating results, financial condition and prospects. In addition, recent laws have made changes to Medicare reimbursement for our tests that are reimbursed under the CLFS, many of which have already gone into effect. On June 23, 2016, CMS published the Clinical Laboratory Fee CLFS final rule entitled “Medicare Program: Medicare Clinical Diagnostic Laboratory Tests Payment System” (CMS-1621-F). The final rule provides regulations to implement the provisions of the Protecting Access to Medicare Act of 2014, or PAMA, which was signed to law on April 1, 2014. Under the final rule, laboratories, including physician office laboratories, are required to report private payer rate and volume data if they: •have more than $12,500 in Medicare revenues from laboratory services on the CLFS and •they receive more than 50 percent of their Medicare revenues from laboratory and physician services during a data collection period. Tests that meet the criteria for being considered new advanced tests will be paid at actual list charge during an initial period of three calendar quarters. Once the initial period is over, payment for new, advanced tests would be based on the weighted median private payer rate reported by the single laboratory that performs the new ADLT. Advanced tests are tests furnished by only one laboratory that include a unique algorithm and, at a minimum, are an analysis of RNA, DNA or proteins or are cleared or approved by the U.S. Food and Drug Administration (FDA). Applicable laboratories must report data that includes the payment rate (reflecting all discounts, rebates, coupons and other price concessions) and the volume of each test that was paid by each private payer (including health insurance issuers, group health plans, Medicare Advantage plans and Medicaid managed care organizations). The definition of “applicable” lab may exclude certain types of laboratories that generally received more favorable pricing than other laboratories, and thus the make-up of laboratories reporting pricing data to CMS under the proposed rule may result in lower overall pricing data. Beginning in 2017, the Medicare payment rate for each clinical diagnostic lab test is equal to the weighted median amount for the test from the most recent data collection period. For example, laboratories were required to collect private payer data from January 1, 2016 through June 30, 2016 and report it to CMS by March 31, 2017. The new Medicare CLFS rates (based on weighted median private payer rates) will be released in November 2017 and will be effective on January 1, 2018. Also for the years 2017 through 2019, the amount of reduction in the Medicare rate (if any) shall not exceed 10 percent from the prior year’s rate and for the years 2020 through 2022, any reduction shall not exceed 15 percent from the prior year’s rate. It is too early to predict the impact on reimbursement for our tests reimbursed under the CLFS, though we believe the government’s goal is to reduce Medicare program payments for CLFS tests. Specifically, CMS states that it anticipates the effect of the proposed rule on the Medicare program to save $360 million in program payments for CLFS tests furnished in FY 2017, and to save $5.14 billion over 10 years. CMS has also proposed that a laboratory’s failure to comply with reporting obligations, or a laboratory that makes a misrepresentation or omission in reporting required information, would be a violation of the Civil Monetary Penalties Law. Also under PAMA, CMS is required to adopt temporary billing codes to identify new tests and new advanced diagnostic laboratory tests that have been cleared or approved by the FDA. For an existing test that is cleared or approved by the FDA and for which Medicare payment is made, CMS is required to assign a unique billing code if one has not already been assigned by the agency. Further, PAMA provides special payment status to “advanced diagnostic laboratory tests,” or ADLTs, to allow such ADLTs to be paid using their actual list charge amount during a certain time frame. We cannot determine at this time the full impact of the new law on our business, financial condition and results of operations. CMS also adopts regulations and policies, from time to time, revising, limiting or excluding coverage or reimbursement for certain of the tests that we perform. Likewise, many state governments are under budget pressures and are also considering reductions to their Medicaid fees. Further, Medicare, Medicaid and other third party payers audit for overutilization of billed services. Even though all tests performed by us are ordered by our clients, who are responsible for establishing the medical necessity for the tests ordered, we may be subject to recoupment of payments, as the recipient of the payments for such tests, in the event that a third party payer such as CMS determines that the tests failed to meet all applicable criteria for payment. When third party payers like CMS revise their coverage regulations or policies, our costs generally increase due to the complexity of complying with additional administrative requirements. Furthermore, Medicaid reimbursement and regulations vary by state. Accordingly, we are subject to varying administrative and billing regulations, which also increase the complexity of servicing such programs and our administrative costs. Finally, state budget pressures have encouraged states to consider several courses that may impact our business, such as delaying payments, restricting coverage eligibility, service coverage restrictions and imposing taxes on our services. 31 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. In certain jurisdictions including Arkansas, Arizona, California, Hawaii, Indiana, Idaho, Iowa, Kansas, Kentucky, Michigan, Missouri, Montana, Nebraska, Nevada, North Carolina, North Dakota, Ohio, Oregon, South Carolina, South Dakota, Utah, Virginia, Washi ngton, West Virginia and Wyoming, Medicare administrative contractors CGS Administrators, Noridian Healthcare Solutions and Palmetto GBA, administer the Molecular Diagnostic Services Program, or MolDX, and establish coverage and reimbursement for certain molecular diagnostic tests, including many of our tests. To obtain Medicare coverage for a molecular diagnostic test (FDA approved or LDT), laboratories must apply for and obtain a unique test identifier or what is known as a “Z” code. For newly developed tests or for established tests that have not been validated for clinical and analytical validity and clinical utility, laboratories must submit a detailed dossier of clinical data to substantiate that the test meets Medicare’s requirements for coverage. We have received favorable coverage for many of our molecular tests, however we have also received non-coverage determinations for many newer tests. The field of molecular diagnostics is evolving very rapidly, and clinical studies on many new tests are still underway. We cannot be assured that some of our molecular tests will ever be covered services by Medicare, nor can we determine when the medical literature will meet the standard for coverage that Medicare administrative contractors have set. In recent years, Medicare has encouraged beneficiaries to participate in managed care programs, known as “Medicare Advantage” programs, and has encouraged beneficiaries from the traditional fee-for- service Medicare program to switch to Medicare Advantage programs. This has resulted in rapid growth of health insurance and managed care plans offering Medicare Advantage programs and growth in Medicare beneficiary enrollment in these programs. Also in recent years, many states have increasingly mandated that Medicaid beneficiaries enroll in managed care arrangements. If these efforts continue to be successful, we may experience a further shift of traditional Medicare and Medicaid fee-for-service beneficiaries to managed care programs. As a result, we would be required to contract with those private managed care programs in order to be reimbursed for services provided to their Medicare and Medicaid members. There can be no assurance that we will be successful in entering into agreements with these managed care programs at rates of payment similar to those we realize from our non-managed care lines of business. We expect the initiatives described above to continue and, if they do, to reduce reimbursements for clinical laboratory services, to impose more stringent cost controls on clinical laboratory services and to reduce utilization of clinical laboratory services. These efforts, including changes in law or regulations that may occur in the future, may each individually or collectively have a material adverse impact on our business, operating results, financial condition and prospects. Our net revenue will be diminished if payers do not adequately cover or reimburse our services. There has been and will continue to be significant efforts by both federal and state agencies to reduce costs in government healthcare programs and otherwise implement government control of healthcare costs. In addition, increasing emphasis on managed care in the United States may continue to put pressure on the pricing of healthcare services. Uncertainty exists as to the coverage and reimbursement status of new applications or services. Third party payers, including governmental payers such as Medicare and private payers, are scrutinizing new medical products and services and may not cover or may limit coverage and the level of reimbursement for our services. Third party insurance coverage may not be available to patients for any of our existing tests or for tests we discover and develop. In addition, a substantial portion of the testing for which we bill our hospital and laboratory clients is ultimately paid by third party payers. Any pricing pressure exerted by these third party payers on our clients may, in turn, be exerted by our clients on us. If government and other third party payers do not provide adequate coverage and reimbursement for our tests, our operating results, cash flows or financial condition may decline. Third party billing is extremely complicated and results in significant additional costs to us. Billing for laboratory services is extremely complicated. The customer refers the tests; the payer pays for the tests, and the two may not be the same. Depending on the billing arrangement and applicable laws, we must bill various payers, such as patients, insurance companies, Medicare, Medicaid, doctors and employer groups, hospitals and other laboratories, all of which have different billing requirements. Additionally, we undertake internal audits to evaluate compliance with applicable laws and regulations as well as internal compliance policies and procedures. Insurance companies and government payers such as Medicare and Medicaid also impose routine external audits to evaluate payments, which adds further complexity to the billing process. Among others, the primary factors which complicate our billing practices are: • • • pricing differences between our fee schedules and the reimbursement rates of the payers; changes in payer rules; disputes with payers as to the party who is responsible for payment; 32 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. • • disparity in coverage and information requirements among various carriers; and differing pre-authorization requirements across insurance carriers We incur significant additional costs as a result of our participation in the Medicare and Medicaid programs, as billing and reimbursement for clinical laboratory services are subject to considerable and complex federal and state regulations. The additional costs we expect to incur include those related to: (i) complexity added to our billing processes and systems; (ii) training and education of our employees and clients; (iii) implementing compliance procedures and oversight; (iv) collections and legal costs; and (v) costs associated with, among other factors, challenging coverage and payment denials and providing patients with information regarding claims processing and services, such as advance beneficiary notices. Our operations are subject to strict laws prohibiting fraudulent billing and other abuse, and our failure to comply with such laws could result in substantial penalties. Of particular importance to our operations are federal and state laws prohibiting fraudulent billing and providing for the recovery of overpayments. In particular, if we fail to comply with federal and state documentation, coding and billing rules, we could be subject to liability under the federal False Claims Act, including criminal and/or civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs. The False Claims Act prohibits individuals and companies from knowingly submitting false claims for payments to, or improperly retaining overpayments from, the government. If an entity is determined to have violated the federal False Claims Act, it may be required to pay up to three times the actual damages sustained by the government, plus civil penalties of between $5,500 and $11,000 for each separate false claim. Further, False Claims Act liability may lead to exclusion from participation in Medicare, Medicaid and other federal healthcare programs. There are a number of potential bases for liability under the federal False Claims Act. For example, liability arises when an entity knowingly submits, or causes another to submit, a claim for reimbursement to the federal government for a service which was not provided or which did not qualify for reimbursement. Submitting a claim with reckless disregard or deliberate ignorance of its truth or falsity could also result in liability under the False Claims Act. The False Claims Act’s “whistleblower” or “qui tam” provisions are being used with more frequency to challenge the reimbursement practices of providers and suppliers. Those provisions allow a private individual to bring an action on behalf of the government alleging that the defendant has submitted false claims for payment to the federal government. The government must decide whether to intervene in the lawsuit and whether to prosecute the case. If it declines to do so, the individual may pursue the case alone, although the government must be kept apprised of the progress of the lawsuit. Whether or not the federal government intervenes in the case, it will receive the majority of any recovery. The successful qui tam relator who brought the case is entitled to a portion of the proceeds and its attorneys’ fees and costs. In addition, various states have enacted laws modeled after the federal False Claims Act, which prohibit submitting false claims for payment to the state or, in some states, to other commercial payers. Government investigations of clinical laboratories have been ongoing for a number of years and are expected to continue in the future. When we submit bills for our services to third‑party payers, we must follow complex documentation, coding and billing rules which are based on federal and state laws, rules and regulations, various government publications, and on industry practice. A large number of laboratories have entered into substantial settlements with the federal and state governments for alleged noncompliance under these laws and rules. Private payers have also brought civil actions against laboratories which have resulted in substantial judgments. Failure to follow these rules could result in potential civil liability under the False Claims Act, under which extensive financial penalties can be imposed. It could further result in criminal liability under various federal and state criminal statutes. For example, there are various state and federal laws and rules regulating laboratory billing practices, such as prohibiting a clinical laboratory from charging a higher price for tests ordered by a physician and provided by a third party (anti-markup rules) as well as requiring direct billing of certain laboratory services by the laboratory performing the tests instead of allowing the laboratory to bill the ordering clinician for the test (direct billing rules). We submit thousands of claims for Medicare and other payments and we cannot guarantee that there have not been errors in our claims, or in Clarient’s claims. While we maintain a robust compliance program that includes consistent, detailed review of our documentation, coding and billing practices, the rules are frequently vague, complex, and continually changing and we cannot assure that governmental investigators, private insurers or private whistleblowers will not challenge our practices. Such a challenge could result in a material adverse effect on our business. 33 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. The failure to comply with significant government regulation and laboratory operations may subject us to liability, penalties or limitation of operations. We are subject to extensive state and federal regulatory oversight. Specifically, our laboratories must satisfy federal requirements under the Clinical Laboratory Improvements Amendments to maintain the appropriate CLIA Certificate for all testing performed at the lab. Additionally, most states have adopted various laws and regulations setting standards for laboratories performing clinical laboratory testing and requiring laboratories to obtain and maintain a state laboratory license prior before the laboratory is authorized to perform testing. These state licensure laws often address permissible and prohibited practices involving digital health, including but not limited to telehealth and telepathology. Upon periodic inspection or survey, our laboratory locations may be found to be non-compliant with CLIA requirements or with applicable licensure or certification laws. The sanctions for failure to comply with CLIA, state licensure requirements, or other applicable laws and regulations could include the suspension, revocation, or limitation of the right to perform clinical laboratory services or receive compensation for those services, as well as the requirement to enter into a corrective action plan to monitor compliance, and the imposition of civil or criminal penalties or administrative fines. In addition, any new legislation or regulation or the application of existing laws and regulations in ways that we have not anticipated could have a material adverse effect on our business, results of operations and financial condition. Existing federal laws governing Medicare and Medicaid, as well as some other state and federal laws, also regulate certain aspects of the relationship between healthcare providers, including clinical laboratories, and their referral sources, including physicians, hospitals and other laboratories. Certain of these laws, known as the federal “anti-kickback law” and the federal physician self-referral laws (also known as the “Stark Law”) contain extremely broad proscriptions. Violation of these laws may result in criminal penalties, exclusion from participation in the Medicare, Medicaid, and other federal healthcare programs, and significant civil monetary penalties, as well as False Claims Act liability. We seek to structure our arrangements with physicians and other clients to be in compliance with the anti-kickback laws, Stark Law and similar state laws, and to keep up-to-date on developments concerning their application by various means, including consultation with legal counsel and review of the annual Work Plan by the Office of the Inspector General (“OIG”) identifying targeted issues. We cannot guarantee, however, that government authorities will not take a contrary view and impose civil monetary penalties and exclude us based on our arrangements with physicians and other clients. The federal Civil Monetary Penalties Law, or the federal CMP Law, imposes civil monetary penalties and exclusion from Medicare and Medicaid programs on any person who offers or transfers remuneration to any patient who is a Medicare or Medicaid beneficiary, when the person knows or should know that the remuneration is likely to induce the patient to receive medical services from a particular provider. The federal CMP Law applies, among other things, to many kinds of inducements or benefits provided to patients, including complimentary items, services or transportation that are of more than a nominal value. We have structured our operations and provision of services to patients in a manner that we believe complies with the law and its interpretation by government authorities. We cannot guarantee, however, that government authorities will not take a contrary view and impose civil monetary penalties and exclude us for past or present practices. Furthermore, HIPAA, the HITECH Act, and associated regulations and similar state laws contain provisions that require the electronic exchange of health information, such as claims submission and receipt of remittances, using standard transactions and code sets, which we refer to as Standards, and regulate the use and disclosure of patient records and other Protected Health Information, or PHI. These provisions, which address security and confidentiality of patient information as well as the administrative aspects of claims handling, have very broad applicability and they specifically apply to many healthcare providers, including physicians and clinical laboratories. Although we believe we are in material compliance with the Standards, Security and Privacy rules under HIPAA and the HITECH Act and state privacy and security laws, a failure to comply with these laws could have a material adverse effect on our business, results of operations and financial condition and subject us to liability. Additionally, the amendments to HIPAA in the HITECH Act provide that the state Attorneys General may bring an action against a covered entity, such as us, for a violation of HIPAA. The failure to comply with physician self‑referral laws may subject us to liability, penalties or limitation of operations We are subject to the federal Stark Law, as well as similar state statutes and regulations, which prohibit payments for certain health care services, which are referred to as designated health services or DHS, rendered as a result of referrals by physicians to DHS entities with which the physicians (or immediate family members) have a financial relationship. A “financial relationship” includes both an ownership interest and/or a compensation arrangement with a physician, both direct and indirect, and DHS includes, but is not limited to, laboratory services. The Stark Law prohibits an entity that receives a prohibited DHS referral from seeking payment from 34 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. Medicare for any DHS services performed as a result of such a referral, unless an arrangement is carefully structure to satisfy every requirement of a regulatory exception. The Stark Law is a strict liability statute, and thus any technical violation requires repayment of all “tainted” referrals, regardless of the intent. Penalties for violating the Stark Law may include the denial of payment to an entity for the impermissible provision of DHS, the requirement to refund any amounts collected in violation of the Stark Law, and civil monetary penalties of up to $15,000 for each violation and $100,000 for each circumvention arrangement or scheme. Other implications of a Stark Law violation may include criminal penalties, exclusion from Medicare and Medicaid programs, and potential False Claims Act liability, including via “qui tam” action. Further, many states have promulgated self‑referral laws and regulations similar to the federal Stark Law, but these vary significantly based on the state. In addition to services reimbursed by Medicaid or government payers, often these state laws and regulations can encompass services reimbursed by private payers as well. Penalties for violating state self-referral laws and regulations vary based on the state, but often include civil and criminal penalties, exclusion from Medicaid, and loss of licenses. Our financial arrangements with physicians are governed by the federal Stark Law, and we rely on certain exceptions to the Stark Law with respect to such relationships. While we believe that our financial relationships with physicians and referral practices are in compliance with applicable laws and regulations, we cannot guarantee that government authorities would agree. If we are found by the government to be in violation of the Stark Law, we could be subject to significant penalties, including fines as specified above, exclusion from participation in government and private payer programs and requirements to refund amounts previously received from government. Further, as our operations expand into new states and jurisdictions, we must continually evaluate whether our relationships with physicians comply with that jurisdiction’s laws. This may require structural and organizational modifications to our relationships with physicians which could adversely affect our results of operations and financial condition. The failure to comply with Anti-Kickback laws may subject us to liability, penalties or limitation of operations We are subject to the federal Anti-Kickback Statute, or the AKS, as well as similar state statutes and regulations, which prohibit the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The AKS defines remuneration to include anything of value, in cash or in kind, and thus can implicate financial relationships including payments not commensurate with fair market value, such as in the form of space, equipment leases, professional or technical services or anything else of value. The AKS is an “intent‑based” statute, meaning that a violation occurs when one or both parties intend the remuneration to be in exchange for or to induce referrals; however, the ACA, among other things, amended the intent requirement of the AKS. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the ACA provides that the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the false claims statutes. There are a number of statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions; however, the exceptions and safe harbors are drawn narrowly, and practices that do not fit squarely within an exception or safe harbor may be subject to scrutiny. Violations of the AKS may result in substantial civil or criminal penalties, including criminal fines of up to $25,000, imprisonment of up to five years, civil penalties under the federal CMP Law of up to $50,000 for each violation, plus three times the remuneration involved, civil penalties under the federal False Claims Act of up to $11,000 for each claim submitted, plus three times the amounts paid for such claims and exclusion from participation in the Medicare and Medicaid programs. If we face these penalties or the participation exclusion, it could significantly reduce our revenues and could have a material adverse effect on our business. Further, most states have adopted similar anti-kickback laws prohibiting the offer, payment, solicitation or receipt of remuneration in exchange for referrals, and typically impose criminal and civil penalties as well as loss of licenses. Some of these state laws apply to items and services paid for by private payers as well as to government payers. In addition, many states have adopted laws prohibiting the splitting or sharing of fees between physicians and non‑physicians, as well as between treating physicians and referral sources. We believe our arrangements with physicians comply with the AKS, and state anti-kickback and fee‑splitting laws of the states in which we operate, however, if government regulatory authorities were to disagree, we could be subject to civil and criminal penalties, and be required to restructure or terminate our contractual and other arrangements with physicians. This could result in a loss of revenue and have a material adverse effect on our business. Some states have also adopted laws prohibiting the corporate practice of medicine, or prohibiting business corporations from employing physicians or engaging in activities considered to be the “practice of medicine.” In these states, we rely on service agreements with physicians and/or professional associations owned by physicians, to perform needed professional pathology services. 35 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. We cannot assure you that a physician or physician’s professional organization will not seek to terminate an agreement with us on any basis, nor can we assure you that governmental authorities in those states will not seek termination of these arrangements on the basis of state laws prohibiting the corporate practice of medicine. A failure to comply with governmental payer regulations could result in our being excluded from participation in Medicare, Medicaid or other governmental payer programs, which would decrease our revenues and adversely affect our results of operations and financial condition. Tests which are reimbursed by Medicare and other Government payers (for example, State Medicaid programs) accounted for approximately 17%, 21% and 20% of our revenues for the years ended December 31, 2016, 2015 and 2014, respectively. We anticipate that the acquisition of Clarient will lower our Medicare mix slightly moving forward. The Medicare program imposes extensive and detailed requirements on diagnostic service providers, including, but not limited to, rules that govern how we structure our relationships with physicians, how and when we submit claims for reimbursement and how we provide specialized diagnostic laboratory services. Further, we are prohibited from contracting with any individuals or entities who have been excluded from participation in Medicare or Medicaid and are listed on the OIG’s List of Excluded Individuals and Entities List. Contracting with excluded individuals or entities, such as hiring an excluded person or contracting with an excluded vendor, can result in significant penalties. Our failure to comply with applicable Medicare, Medicaid and other governmental payer rules could result in our inability to participate in a governmental payer program, an obligation to repay funds already paid to us for services performed, civil monetary penalties, criminal penalties, False Claims Act liability and/or limitations on the operational function of our laboratory. If we were unable to receive reimbursement under a governmental payer program, a substantial portion of our revenues would be lost, which would adversely affect our results of operations and financial condition. Failure to comply with the HIPAA Privacy, Security and Breach Notification Regulations may increase our operational costs. The HIPAA privacy and security regulations establish comprehensive federal standards with respect to the uses and disclosures of PHI by certain entities including health plans and health care providers, and set standards to protect the confidentiality, integrity and availability of electronic PHI. The regulations establish a complex regulatory framework on a variety of subjects, including, for example, the circumstances under which uses and disclosures of PHI are permitted or required without a specific authorization by the patient; a patient’s right to access, amend and receive an accounting of certain disclosures of PHI; the content of notices of privacy practices describing how PHI is used and disclosed and individuals’ rights with respect to their PHI; and implementation of administrative, technical and physical safeguards to protect privacy and security of PHI. Recent revisions to HIPAA allow patients the option to obtain certain of their test reports directly from the laboratory, instead of learning the results from the ordering physician. We have implemented policies and procedures to comply with the HIPAA privacy and security laws and regulations. The privacy regulations establish a uniform federal standard but do not supersede state laws that may be more stringent. Therefore, we are required to comply with both federal privacy and security regulations and varying state privacy and security laws and regulations. The federal privacy regulations restrict our ability to use or disclose certain individually identifiable patient health information, without patient authorization, for purposes other than payment, treatment or health care operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. The HITECH Act and its implementing regulations also require healthcare providers like us to notify affected individuals, the Secretary of the U.S. Department of Health and Human Services, and in some cases, the media, when PHI has been breached as defined under and following the requirements of HIPAA. Many states have similar breach notification laws. In the event of a breach, we could incur operational and financial costs related to remediation as well as preparation and delivery of the notices, which costs could be substantial. Additionally, HIPAA, the HITECH Act, and their implementing regulations provide for significant civil fines, criminal penalties, and other sanctions for failure to comply with the privacy, security, and breach notification rules, including for wrongful or impermissible use or disclosure of PHI. Although the HIPAA statute and regulations do not expressly provide for a private right of action for damages, we could incur damages under state laws to private parties for the wrongful or impermissible use or disclosure of confidential health information or other private personal information. Additionally, amendments to HIPAA provide that the state Attorneys General may bring an action against a covered entity, such as us, for a violation of HIPAA. We insure some of our risk with respect to HIPAA security breaches although there could be operational costs associated with HIPAA breaches above our insured limits. 36 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. Changes in regulations, payer policies or contracting arrangements with payers or changes in other laws, regulations or policies may adversely affect coverage or reimbursement for our specialized diagnostic services, which may decrease our revenues and adversely affect our results of operations and financial condition. Governmental payers, as well as private insurers and private payers, have implemented and will continue to implement measures to control the cost, utilization and delivery of healthcare services, including clinical laboratory and pathology services. Congress and federal agencies, such as CMS, have, from time to time, implemented changes to laws and regulations governing healthcare service providers, including specialized diagnostic service providers. These changes have adversely affected and may in the future adversely affect coverage for our services. We also believe that healthcare professionals may not use our services if third-party payers do not provide adequate coverage and reimbursement for them. These changes in federal, state, local and third-party payer regulations or policies may decrease our revenues and adversely affect our results of operations and financial condition. We will continue to be a non-contracting provider until such time as we enter into contracts with third-party payers with whom we are not currently contracted. Because a portion of our revenues is from third- party payers with whom we are not currently contracted, it is likely that we will be required to make positive or negative adjustments to accounting estimates with respect to contractual allowances in the future, which may adversely affect our results of operations, our credibility with financial analysts and investors, and our stock price. We are subject to security risks which could harm our operations. HIPAA and the HITECH Act imposed additional requirements, restrictions and penalties on covered entities and their business associates to, among other things, deter breaches of security. As a result, the remedial actions required, the reporting requirements, and sanctions for a breach are stringent. Our electronic health records system is periodically modified to meet applicable security standards. Despite the implementation of various security measures by us, our infrastructure may be vulnerable to computer viruses, break-ins and similar disruptive problems caused by our clients or others, which could lead to interruption, delays or cessation in service to our clients. Further, such incidents, whether electronic or physical could also potentially jeopardize the security of confidential information, including PHI stored in our computer systems as it relates to clients, patients, and other parties connected through us, which may deter potential clients and give rise to uncertain liability to parties whose security or privacy has been infringed. A significant security breach could result in fines, loss of clients, damage to our reputation, direct damages, costs of repair and detection, costs to remedy the breach, and other expenses. We insure some of our risk with respect to security breaches but the occurrence of any of the foregoing events could have a material adverse effect on our business, results of operations and financial condition. Clinicians or patients using our services may sue us, and our insurance may not sufficiently cover all claims brought against us, which will increase our expenses. The development, marketing, sale and performance of healthcare services expose us to the risk of litigation, including professional negligence. Damages assessed in connection with, and the costs of defending, any legal action could be substantial. We may be faced with litigation claims that exceed our insurance coverage or are not covered under any of our insurance policies. In addition, litigation could have a material adverse effect on our business if it impacts our existing and potential customer relationships, creates adverse public relations, diverts management resources from the operation of the business, or hampers our ability to otherwise conduct our business. We must hire and retain qualified sales representatives to grow our sales, if not, our existing business and our results of operations and financial condition will likely suffer. Our ability to retain existing clients for our specialized diagnostic services and attract new clients is dependent upon retaining existing sales representatives and hiring and training new sales representatives, which is an expensive and time-consuming process. We face intense competition for qualified sales personnel and our inability to hire or retain an adequate number of sales representatives could limit our ability to maintain or expand our business and increase sales. Even if we are able to increase our sales force, our new sales personnel may not commit the necessary resources or provide sufficient high quality service and attention to effectively market and sell our services. If we are unable to maintain and expand our marketing and sales networks or if our sales personnel do not perform to our standards, we may be unable to maintain or grow our existing business and our results of operations and financial condition will likely suffer accordingly. If a sales representative ceases employment, we risk the loss of client goodwill based on the impairment of relationships developed between the sales representative and the healthcare professionals for whom the sales representative was responsible. This is particularly a risk if the representative goes to work for a competitor, as the healthcare professionals that are our clients may choose to use a competitor’s services based on their relationship with our former sales representative. 37 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. Further, non-compliant activities and unlawful conduct by sales and marketing personnel could give rise to significant risks under the AKS. We require extensive, comprehensive training of all sales and marketing personnel, but cannot guarantee that every staff member will comply with the training. Thus, in addition to the cost of training sales and marketing personnel, we could face liability under the AKS for non-compliance by individuals engaged in prohibited sales and marketing activities. Performance issues, service interruptions or price increases by our shipping carrier could adversely affect our business, results of operations and financial condition, and harm our reputation and ability to provide our specialized diagnostic services on a timely basis Expedited, reliable shipping is essential to our operations. One of our marketing strategies entails highlighting the reliability of our point- to-point transport of patient samples. We rely heavily on a single provider of transport services, FedEx Corporation, or the Carrier, for reliable and secure point-to-point transport of patient samples to our laboratory and enhanced tracking of these patient samples. Should the Carrier encounter delivery performance issues such as loss, damage or destruction of a sample, it may be difficult to replace our patient samples in a timely manner and such occurrences may damage our reputation and lead to decreased demand for our services and increased cost and expense to our business. In addition, any significant increase in shipping rates could adversely affect our operating margins and results of operations. Similarly, strikes, severe weather, natural disasters or other service interruptions by delivery services we use would adversely affect our ability to receive and process patient samples on a timely basis. If the Carrier or we were to terminate our relationship, we would be required to find another party to provide expedited, reliable point-to-point transport of our patient samples. There are only a few other providers of such nationwide transport services, and there can be no assurance that we will be able to enter into arrangements with such other providers on acceptable terms, if at all. Finding a new provider of transport services would be time-consuming and costly and result in delays in our ability to provide our specialized diagnostic services. Even if we were to enter into an arrangement with such provider, there can be no assurance that they will provide the same level of quality in transport services currently provided to us by the Carrier. If the new provider does not provide the required quality and reliable transport services, it could adversely affect our business, reputation, results of operations and financial condition. We use biological and hazardous materials that require considerable expertise and expense for handling, storage or disposal and may result in claims against us We work with hazardous materials, including chemicals, biological agents and compounds, blood samples and other human tissue that could be dangerous to human health and safety or the environment. Our operations also produce hazardous and bio hazardous waste products. Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes. Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair business efforts. If we do not comply with applicable regulations, we may be subject to fines and penalties. In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. Our general liability insurance and/or workers’ compensation insurance policy may not cover damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, we could be held liable for damages or penalized with fines in an amount exceeding our resources, and our operations could be suspended or otherwise adversely affected. Risks Relating to Our Common Stock As a result of the Acquisition, GE Medical has significant influence over us and actions requiring general stockholder approval. As a result of the Acquisition, GE Medical owns approximately 25% of our total voting power based on the number of shares of common stock outstanding as of March 8, 2017. This percentage may increase upon the conversion of shares of Series A Preferred Stock (including any additional shares of Series A Preferred Stock issued as payment-in-kind dividends into common stock) if such preferred stock is not first redeemed. In connection with the Acquisition, we increased the size of our board of directors from eight to ten with one of the vacancies created by such increase filled by a director selected for appointment to the Board of Directors by GE Medical. In addition, the Investor Board Rights, Lockup And Standstill Agreement with GE Medical contains certain rights in favor of GE Medical, including requiring GE Medical’s approval before we can further increase the size of our Board of Directors and providing GE Medical with the right to participate in future rights offerings to our current stockholders as if the Series A Preferred Stock issued to GE Medical had been converted into shares of common stock. The terms of the Series A Preferred Stock issued to GE Medical provide that, without GE Medical’s consent, we may not, among other things, repurchase outstanding shares of our common stock, or engage in certain other transactions. 38 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. As a result, GE Medical will have significant influence over matters requiring stockholder approval, including future amendments to our Amended and Restated Articles of Incorporation or other significant or extraordinary transactions. GE Medical’s interests may differ from the interests of our other shareholders with respect to certain matters. In addition, having GE Medical as a significant stockholder may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from seeking to acquire, a majority of our outstanding shares of common stock or control of the Board of Directors through a proxy solicitation. Future sales of our common stock by GE Medical, or the perception that such sales may occur, could cause our stock price to decline. The shares of common stock we issued or which we may issue upon conversion of Series A Preferred Stock to GE Medical as consideration in the Acquisition are restricted, but GE Medical may sell such shares under certain circumstances. Under the Investor Board Rights, Lockup and Standstill Agreement, GE Medical’s ability to sell its shares of our common stock is limited for the specified lockup period, subject to volume limitations under Rule 144 under the Securities Act of 1933 and other exceptions. Furthermore, under the Registration Rights Agreement with GE Medical we are required to file, upon expiration of a lockup period, a registration statement for the resale of common stock by GE Medical, which registration statement when declared effective will allow GE Medical to sell a significant number of shares of our common stock in a short period of time. The sale of a substantial number of shares of our common stock by GE Medical or our other stockholders or the perception that such sales may occur could cause our stock price to decline, make it more difficult for us to raise funds through future offerings of our common stock or acquire other businesses using our common stock as consideration. We currently do not expect to pay any cash dividends and the price of our stock may not appreciate. We do not anticipate paying dividends on our common stock in the foreseeable future. Rather, we plan to retain earnings, if any, for the operation and expansion of our business. If we do not pay dividends, the price of our common stock must appreciate for you to recognize a gain on your investment upon sale. This appreciation may not occur. We may become involved in securities class action litigation that could divert management’s attention and harm our business. The stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices for the common stock of diagnostic companies. These broad market fluctuations may cause the market price of our common stock to decline. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because clinical laboratory service companies have experienced significant stock price volatility in recent years. We may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could adversely affect our business. If any securities analyst downgrades our common stock or our sector, the price of our common stock could be negatively affected. Securities analysts may publish reports about us or our industry containing information about us that may affect the trading price of our common stock. If a securities or industry analyst downgrades the outlook for our common stock or one of our competitors’ stocks or chooses to terminate coverage of our common stock, the trading price of our common stock may be negatively affected. The price of our common stock may fluctuate significantly. The price of our common stock has been, and is likely to continue to be, volatile, which means that it could decline substantially within a short period of time. For example, the per share price of our common stock traded on the NASDAQ Capital Market ranged from $5.49 to $9.88 for the period from January 4, 2016 to December 31, 2016. The price of our common stock could fluctuate for significantly for many reasons including the following: • • • future announcements concerning us or our competitors; regulatory developments and enforcement actions bearing on advertising, marketing or sales; reports and recommendations of analysts and whether or not we meet the milestones and metrics set forth in such reports; gaining or losing large customers or managed care plans; 39 ITEM 1A. RISK FACTORS (Continued) NEOGENOMICS, INC. • • • • • • introduction of new products or services; acquisition or loss of significant manufacturers, distributors or suppliers or an inability to obtain sufficient quantities of materials needed to provide our services; quarterly variations in operating results; business acquisitions or divestitures; changes in the regulation of Laboratory Developed Tests (“LDTs”); changes in governmental or third-party reimbursement practices and rates; and fluctuations in the economy, political events or general market conditions. In addition, stock markets in general and the market for shares of health care stocks in particular, have experienced extreme price and volume fluctuations in recent years, fluctuations that frequently have been unrelated to the operating performance of the affected companies. These broad market fluctuations may adversely affect the market price of our common stock. The market price of our common stock could decline below its current price and the market price of our shares may fluctuate significantly in the future. These fluctuations may be unrelated to our performance. 40 NEOGENOMICS, INC. ITEM 1B. UNRESOLVED STAFF COMMENTS None ITEM 2. PROPERTIES We operate a regional network of laboratories. Our corporate office and all our laboratory facilities are leased and we believe that they are sufficient to meet our needs at existing volume levels and that, if needed, additional space will be available at a reasonable cost. The following table summarizes our facilities by type and location: Location Aliso Viejo, California Fort Myers, Florida Irvine, California Houston, Texas West Sacramento, California Tampa, Florida Nashville, Tennessee Fresno, California Plantation, Florida ITEM 3. LEGAL PROCEEDINGS Purpose Laboratory, and administrative offices Corporate headquarters and laboratory Laboratory Laboratory Laboratory Laboratory Laboratory Laboratory Courier office Square Footage 89,473 51,729 26,105 24,330 13,219 5,875 5,400 2,541 240 From time to time the Company is engaged in legal proceedings in the ordinary course of business. We do not believe any current legal proceedings are material to our business. No material proceedings were terminated in the fourth quarter of 2016. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 NEOGENOMICS, INC. PART II ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the NASDAQ Capital Market under the symbol “NEO”. Set forth below is a table summarizing the high and low sales price per share for our common stock during the periods indicated. 2016 4th Quarter 2016 3rd Quarter 2016 2nd Quarter 2016 1st Quarter 2016 2015 4th Quarter 2015 3rd Quarter 2015 2nd Quarter 2015 1st Quarter 2015 High Sales Price Low Sales Price $ $ $ $ 9.88 9.54 9.17 8.00 8.48 7.22 5.90 5.04 6.90 7.79 6.56 5.49 5.53 5.05 4.14 3.33 The above table is based on information provided by NASDAQ Capital Market. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not necessarily represent actual transactions. All historical data was obtained from the www.nasdaq.com web site. Holders of Common Stock As of March 9, 2017, there were 510 stockholders of record of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries. Dividends We have never declared or paid cash dividends on our common stock. We intend to retain all future earnings to finance operations and future growth and therefore we do not anticipate paying any cash dividends in the foreseeable future. Our financing arrangements contain certain restrictions on our ability to pay dividends on our common stock. In addition, the Certificate of Designations governing the Series A Convertible Preferred Stock that we issued in December 2015 restricts us from declaring and paying certain dividends on our common stock without the prior written consent of Holders of a majority of the shares of Series A Convertible Preferred Stock. In addition, Holders of Series A Convertible Preferred Stock shall be entitled to a proportionate share of any distributions as though they were the holders of the number of shares of common stock into which their shares convert into. 42 NEOGENOMICS, INC. ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued) Equity Compensation Plan Information The following table summarizes the securities authorized for issuance under equity compensation plans as of December 31, 2016: Plan Category Equity compensation plans approved by security holders: Amended and Restated Equity Incentive Plan (“Equity Incentive Plan”) Employee Stock Purchase Plan (“ESPP”) Equity compensation plans not approved by security holders (a) (b) Total Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans 4,936,111 — $ 650,000 5,586,111 $ $ 5.92 N/A 1.56 5.41 1,670,205 (c) 339,958 — 1,670,205 (a) (b) (c) Includes outstanding options to purchase 200,000 shares of common stock at an exercise price of $1.71 per share granted to Douglas M. VanOort on February 14, 2012. These options vest based on the passage of time. In the event of a change of control of the Company with a share price in excess of $4.00 per share, all unvested options will vest immediately. These options were exercised in February of 2017. Includes outstanding warrants to purchase 450,000 shares of common stock at an exercise price of $1.50 per share granted to Steven C. Jones on May 3, 2010. On September 14, 2016, these warrants were sold to an third party and remain subject to exercise. These warrants vested based on the passage of time and based on the achievement of certain milestones. All of these warrants are now vested. Unless sooner terminated pursuant to the terms of the warrant agreement, the warrants will terminate on May 3, 2017. The Company’s Equity Incentive Plan was amended and restated on April 16, 2013 and subsequently approved by a majority of shareholders. The plan allowed for the issuance of an aggregate number of shares of up to 7,000,000. The plan was further amended on May 4, 2015 and subsequently approved by shareholders to allow for an additional 2,500,000 shares bringing the maximum aggregate number of shares reserved and available for issuance to 9,500,000. The plan was most recently amended and restated on December 21, 2015 and subsequently approved by shareholders, increases the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan to 12,500,000. Currently, the Company’s Equity Incentive Plan, as amended and restated on December 21, 2015 and the Company’s ESPP as Amended and Restated, dated April 16, 2013 are the only equity compensation plans in effect. Recent Sales of Unregistered Securities On December 30, 2015 we issued 15,000,000 shares of common stock and 14,666,667 shares of Series A Convertible Preferred Stock to GE Medical in connection with the acquisition of Clarient, Inc., and we entered into a registration rights agreement in order to establish certain rights and restrictions related to the registration of the shares. See Notes D and H to our financial statements. There were no unregistered sales of equity in 2016. 43 NEOGENOMICS, INC. ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued) Comparison of Cumulative Five Year Total Return We have presented below the cumulative total return to our stockholders of $100 during the period from December 31, 2011, through December 31, 2016 in comparison to the cumulative return on the S&P 500 Index and a customized peer group of 7 publicly traded companies during that same period. The peer group is made up of Cancer Genetics, Inc., Enzo Biochem, Inc., Genomic Health, Inc., Foundation Medicine, Laboratory Corporation of America Holdings, Myriad Genetics, Inc., and Quest Diagnostics, Inc. Several of our closest competitors are part of large pharmaceutical or other multi-national firms, or are privately held and as such we are unable to get financial information for them. The results assume that $100 (with reinvestment of all dividends) was invested in our common stock, the index and in the peer group and its relative performance tracked through December 31, 2016. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. The performance graph set forth above shall not be deemed incorporated by reference into any filing by us under the Securities Act or the Exchange Act except to the extent that we specifically incorporate such information by reference therein. 44 NEOGENOMICS, INC. ITEM 6. SELECTED FINANCIAL DATA The following is a summary of our historical consolidated financial data for the periods ended and at the dates indicated below. You are encouraged to read this information together with our audited consolidated financial statements and the related footnotes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report. The historical consolidated financial data for the years ended December 31, 2016, 2015 and 2014 (Statement of Operations Data and Other Cash Data) has been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report. The historical consolidated financial data (Statement of Operations Data and Other Cash Data) for the years ended December 31, 2011 and 2010 has been derived from our audited consolidated financial statements, which are not included in this Annual Report. The historical consolidated financial data as of December 31, 2016 and 2015 (Balance Sheet Data) has been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report. The historical consolidated financial data as of December 31, 2014, 2013 and 2012 has been derived from our audited consolidated financial statements, which are not included in this Annual Report. We believe that the comparability of our financial results between the periods presented in the table below is significantly impacted by factors which are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report. Statement of Operations Data: Net revenue Cost of revenue Gross margin Operating expenses Income (loss) from operations Interest and other income (expense) Income tax (benefit) expense Net income (loss) Deemed dividends on preferred stock Amortization of preferred stock beneficial conversion feature Net income (loss) due to common stockholders Net income (loss) per common share – Basic Net income (loss) per common share – Diluted Other Cash Data: Net cash – operating activities Net cash – investing activities Net cash – financing activities (1) (2) Reflects the acquisition of Clarient in December 2015. Reflects the acquisition of Path Logic in July 2014. $ $ $ $ $ $ 2016 2015 (1) Years Ended December 31, 2014 (2) (In thousands, except per share data) 2013 $ 244,083 $ 133,704 110,379 107,805 2,574 (9,998 ) (1,701 ) (5,723 ) 18,011 99,802 $ 56,046 43,756 49,391 (5,635 ) 1,146 (1,954 ) (2,535 ) 40 87,069 $ 46,355 40,714 38,496 2,218 (929 ) 157 1,132 - 66,467 $ 34,730 31,737 28,563 3,174 (989 ) 152 2,033 - 6,663 (30,397 ) $ (0.39 ) $ 82 (2,657 ) $ (0.04 ) $ - 1,132 $ 0.02 $ - 2,033 $ 0.04 $ (0.39 ) $ (0.04 ) $ 0.02 $ 0.04 $ 2012 59,867 33,031 26,836 25,625 1,211 (1,146 ) — 65 - - 65 0.00 0.00 21,477 $ (6,501 ) $ 6,393 $ (75,155 ) $ 9,450 $ (9,602 ) $ 2,227 $ (2,011 ) $ (492 ) (3,652 ) (25,871 ) $ 58,493 $ 29,007 $ 2,750 $ 3,384 45 ITEM 6. SELECTED FINANCIAL DATA (Continued) NEOGENOMICS, INC. As of December 31, 2016 2015 (1)(3) 2014 (2) 2013 2012 (In thousands) $ Balance Sheet Data: Current assets Property and equipment Intangible assets Goodwill Other assets Total assets Current liabilities Long-term liabilities Total liabilities Series A Redeemable Convertible Preferred stock Stockholders’ equity Total liabilities preferred stock and stockholders’ equity $ 337,118 $ 351,287 $ $ 337,118 $ 351,287 $ 40,058 $ $ 73,117 113,175 28,602 209,510 38,113 $ 112,409 150,522 22,873 163,723 82,360 $ 34,577 87,800 146,421 129 78,825 $ 34,036 77,064 147,019 174 58,742 $ 15,082 4,212 2,929 141 81,106 $ 14,623 $ 6,078 20,701 — 60,405 81,106 $ 27,491 $ 9,694 2,577 — 154 39,916 $ 14,323 $ 3,882 18,205 — 21,711 39,916 $ 18,581 8,607 2,800 — 83 30,071 17,758 3,097 20,855 — 9,216 30,071 Working Capital $ 40,712 $ 42,302 $ 44,119 $ 13,168 $ 823 (1) (2) (3) Reflects the acquisition of Clarient in December 2015. Reflects the acquisition of Path Logic in July 2014. Reflects the adoption of ASU 2015-17. 46 NEOGENOMICS, INC. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, and the Notes thereto included in this Annual Report on Form 10-K. The information contained below includes statements of management’s beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion on forward- looking statements, see the information set forth in the Introductory Note to this Annual Report under the caption “Forward Looking Statements”, which information is incorporated herein by reference. Our Company NeoGenomics, Inc. is a high-complexity CLIA-certified clinical laboratory that specializes in cancer genetics diagnostic testing. The Company's testing services include cytogenetics, fluorescence in-situ hybridization (FISH), flow cytometry, immunohistochemistry, anatomic pathology and molecular genetic testing. Headquartered in Fort Myers, FL, NeoGenomics has laboratories in Aliso Viejo, Irvine, Fresno and West Sacramento, CA; Tampa and Fort Myers, FL; Houston, TX and Nashville, TN. NeoGenomics services the needs of pathologists, oncologists, other clinicians and hospitals throughout the United States. 2016 Overview and Highlights • • • • • We completed the migration of all Clarient clients to a common test menu, common laboratory information system and a common billing system. We redeemed 8,066,667 shares of the Series A Preferred Stock issued to GE Medical in connection with the Clarient acquisition. We increased revenue by approximately 145% in 2016 compared to 2015. We reduced cost per clinical test year-over-year by approximately 9.0%. We increased clinical test volume by over 155% in 2016 compared to 2015. Company Outlook We have developed a company-wide focus for 2017 which includes the following four critical success factors: • • • • We will build our high performance culture by empowering employees and investing in employee growth. We will communicate performance objectives, foster teamwork and provide skill based training and education for all employees. We will “own” quality. We will achieve this by reinforcing and strengthening our principles of quality, recognizing quality performance and driving efficiency and effectiveness. We will accelerate profitable growth by cross selling and working to gain market share, growing our biopharma business and implementing marketing plans to develop our brand. We will advance our strategies in our business model, technology and products. We will accomplish this increasing collaboration with oncology groups, developing revenue generating informatics capabilities and developing plans for predisposition and companion diagnostic testing opportunities as well as executing liquid biopsy strategies for hematology, prostate and solid tumors. These critical success factors have been communicated throughout our Company, we have structured departmental goals around these factors and have created employee incentive plans in which every employee will have a meaningful incentive for our success. We will leverage the synergies obtained through the acquisition of Clarient to expand our market share, increase revenues and realize cost savings. We expect significant increases in both revenues and Adjusted EBITDA as a result of the acquisition. We expect improved profitability during 2017 as the benefits of the integration are fully recognized. We expect to realize at least $6-8 million in cost synergies in 2017 and we expect that additional synergies will be realized that extend well beyond 2017. 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Revenue growth continues to be an area of focus and we feel that we can gain market share and revenue growth by focusing on managed care and aggressively pursuing large purchasing group contracts. Our molecular testing menu remains a strong selling point as it enables us to offer clients a “one stop shop” where they can send all of their oncology testing rather than using multiple labs. Innovation and changes in science and technology will lead to new therapeutic and diagnostic tests. Our Company will strive to lead in innovation with continued expansion of our test menu for oncology and expansion of liquid biopsy tests. We will continue to work with pharmaceutical clients on their clinical trials and will work to be on the leading edge of developments in the field of oncology. We believe lower cost and increased value of testing is extremely important to the healthcare industry and creates a competitive advantage for our company. We will invest in information technology, automation and best practices to continually drive down the cost of testing. The combination of our two California laboratories in Aliso Viejo and Irvine will enable us to further reduce our cost of testing in 2017. We will continue to expand our test menu and remain at the forefront of the ongoing revolution in cancer related genetic and molecular testing to achieve our vision of becoming the world’s leading cancer testing and information company. Regulatory Environment The FDA has been considering changes which may include increased regulation of LDTs. These changes could impact the laboratory testing industry and our business, as further described the discussion of Government Regulations in Item 1. In October 2014, the FDA announced its proposed framework and timetable. However, at this point the FDA has not released a proposed rule, and it is anticipated that there would be a comment period related to such a significant change. The FDA has indicated that there will be a “phase in” period that in some instances will take as long as nine years. There may be legal challenges to the FDA, which also could impact the timing of any rule changes or regulations. On January 13, 2017 the FDA released a discussion paper in which the FDA said that they “hope that it advances public discussion on future LDT oversight”. it enforceable. NeoGenomics is a member of the American Clinical Laboratory Association, or ACLA, who has been in active discussions with the FDA and Congress regarding FDA oversight of LDT’s. At this point we cannot predict the outcome of this issue, or if there will be any changes to current rules and regulations. The paper does not represent formal FDA policy, nor is Operating Segment The Company views its operations and manages its business as one operating segment, which is our Laboratory Testing Segment. This segment delivers testing services to hospitals, pathologists, oncologists, other clinicians and researchers. At December 31, 2016, our revenue was generated in the United States, all of our services were provided within the United States and all of our assets were located in the United States. Critical Accounting Policies The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. For a complete description of our significant accounting policies, see Note B to our Consolidated Financial Statements included in this Annual Report. Our critical accounting policies are those where we have made difficult, subjective or complex judgments in making estimates, and/or where these estimates can significantly impact our financial results under different assumptions and conditions. Our critical accounting policies are: • • • Revenue Recognition Accounts Receivable and Allowance for Doubtful Accounts Intangible Assets 48 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. • • Stock Based Compensation Deferred taxes Revenue Recognition The Company recognizes revenues when (a) the price is fixed or determinable, (b) persuasive evidence of an arrangement exists, (c) the service is performed and (d) collectability of the resulting receivable is reasonably assured. The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent and revenues are recognized once the diagnostic services have been performed, and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain healthcare institutions, based on the contractual rate, or in the case of Medicare, published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount estimated to be collected from non-contracted payers is recorded as a contractual allowance to arrive at the reported net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. The Company records revenues from patient pay tests net of a large discount and as a result recognizes minimal revenue on those tests. The Company regularly reviews its historical collection experience for non-contracted payers and adjusts its expected revenues for current and subsequent periods accordingly. The following table reflects our estimate of the breakdown of net revenue by type of payer for the fiscal years ended December 31, 2016, 2015, and 2014: Medicare and other government Commercial insurance Client direct billing Patient and year-end accrual Total 2016 2015 2014 16 % 25 % 56 % 3 % 100 % 21 % 21 % 55 % 3 % 100 % 20 % 27 % 50 % 3 % 100 % Our proportion of client direct billing has increased over the years shown above, as more payers, including private commercial insurances and Medicare Advantage plans are practicing “consolidated payment” or “bundled payment” models where they pay the hospitals a lump sum, which is intended to include laboratory testing. This reflects an increase in the amount of risk sharing that CMS and other private payers are encouraging providers such as hospital systems to undertake. We anticipate a gradual increase in the percentage of client direct billing over the coming years. Trade Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are comprised of amounts due from sales of the Company’s specialized diagnostic services and are recorded at the invoiced amount, net of discounts and contractual allowances. The allowance for doubtful accounts is estimated based on the aging of accounts receivable with each payer category and the historical data on bad debts in these aging categories. In addition, the allowance is adjusted periodically for other relevant factors, including regularly assessing the state of our billing operations in order to identify issues which may impact the collectability of receivables or allowance estimates. Revisions to the allowance are recorded as an adjustment to bad debt expense within general and administrative expenses. After appropriate collection efforts have been exhausted, specific receivables deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of receivables previously written-off are recorded as credits to the allowance. 49 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. The following tables present the dollars and percentage of the Company’s gross accounts receivable from customers outsta nding by aging category at December 31, 2016 and 2015: NEOGENOMICS AGING OF RECEIVABLES BY PAYER GROUP (In thousands) December 31, 2016 0-30 % 31-60 % 61-90 % 91-120 % >120 % Total % $12,775 19 % $ 6,520 9 % $3,531 5 % $2,869 4 % $ 5,229 8 % $30,924 45 % 913 88 840 16 3 % 1,824 3 % 11,325 16 % 18,054 26 % 1 % 1,947 1 % 180 0 % 0 % 1 % 301 0 % 203 5 % 6,687 10 % 601 1 % 3,167 1 % 1 % 1,300 0 % (4 ) 0 % 0 % 10 0 % 7 0 % 10,066 15 % 1,250 0 % 12,537 18 % 342 225 0 % 1 % $24,698 36 % $11,227 16 % $7,217 10 % $5,709 8 % $20,360 30 % $69,211 100 % 3 % 2,045 198 0 % 779 2 % 10 0 % 654 2 % 970 39 NEOGENOMICS AGING OF RECEIVABLES BY PAYER GROUP (In thousands) December 31, 2015 0-30 % 31-60 % 61-90 % $14,135 26 % $5,582 10 % $3,393 7 % $2,156 3 % 1,314 2,260 4 % 2,233 0 % 59 98 0 % 113 772 2 % 3 % 1,193 1,552 11 0 % 8 0 % 17 4,957 10 % 82 0 % 718 $23,019 43 % $9,847 18 % $6,253 12 % $4,394 4 % 1,641 72 1 % 982 2 % 14 0 % 151 1 % 91-120 % % Total % >120 4 % $ 3,927 7 % $29,193 54 % 7 % 11,453 21 % 3 % 4,005 0 % 1 % 0 % 64 4 % 6,316 12 % 1 % 1,817 0 % 0 % 3 0 % 0 % 1 % 6,281 12 % 373 8 % $10,189 19 % $53,702 100 % 406 53 Payer Group Client Commercial insurance Medicaid Medicare Private pay Unbilled revenue Total Payer Group Client Commercial insurance Medicaid Medicare Private pay Unbilled revenue Total The following table represents our allowance balances at each balance sheet date presented and that allowance as a percentage of gross accounts receivable ($ in thousands): Allowance for doubtful accounts As a % of total accounts receivable December 31, 2016 2015 $ 13,699 $ 19.8 % 4,759 8.9 % $ Change $ 8,940 For the year ended December 31, 2016 our allowance for doubtful accounts increased approximately 188% as compared to the year ended December 31, 2015. As a percentage of total accounts receivable, our allowance increased to 20% of total accounts receivable. This increase is attributable primarily to the receivables of Clarient being included at December 31, 2015 at fair value as of the acquisition date with no associated allowance recorded. Allowances for doubtful accounts as a percentage of total accounts receivable was 17% and 20% as of December 31, 2014 and 2013, respectively, prior to the Clarient acquisition, so we feel the increase in 2016 is a return to normal historical levels. In addition to the aforementioned, the billing team acquired from Clarient was not as strong as our existing billing team, as they lacked qualified leadership and processes, and relied heavily on third party collectors to manage their receivables. This factor required us to restructure the Clarient billing department, by hiring qualified leadership, hiring many new team members, improving processes and training the new Clarient billing team on our billing system. During the fourth quarter of 2016, the integration of Clarient onto NeoGenomics billing system resulted in a temporary backlog of unbilled tests, which resulted in increased DSO’s and delayed cash collections. 50 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Intangible Assets We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. Impairment exists when the carrying amount of the asset exceeds fair value. Clarient As a result of the acquisition of Clarient in December 2015, see Note D to our Consolidated Financial Statements included in this Annual Report, we recorded an estimated $84.0 million in intangible assets comprised of $81.0 million in customer relationships amortized over a fifteen-year period and $3.0 million in trade name which we are amortizing over a two year period. The amortization expense for the Clarient intangible assets are included in general and administrative expense in the consolidated statements of operations. Path Logic We acquired Path Logic in July 2014, and recorded $1.93 million in customer relationships as an intangible asset. We were amortizing these customer relationships over a thirteen-year period. The amortization expense was included in general and administrative expense in the consolidated statements of operations. In the fourth quarter of 2016, due to declining volumes and revenues from customer losses, we engaged a valuation expert to perform an impairment assessment of the Path Logic customer relationships intangible asset. Based on the results of this assessment, we determined that the fair value of the Path Logic customer list was less than the carrying amount and the assets were fully impaired. An impairment loss was reported for the unamortized balance of the asset in the amount of approximately $1.6 million. License Agreement On January 6, 2012 we acquired approximately $3.0 million of intangible assets related to our Master License Agreement, or the License Agreement with HDC pursuant to which we were granted an exclusive worldwide license to utilize 84 issued and pending patents to develop and commercialize (“LDTs”) and other products relating to hematopoietic and solid tumor cancers. The licensed intellectual property and know-how relates to support vector machine (“SVM”), recursive feature elimination (“SVM-RFE”), fractal genomic modeling (“FGM”) and other pattern recognition technology as well as certain patents relating to digital image analysis, biomarker discovery, and gene and protein-based diagnostic, prognostic, and predictive testing. We recorded amortization expense for the intangible assets from HDC in the amount of $223,000, $228,000 and $223,000 during the years ended December 31, 2016, 2015 and 2014, respectively. The amortization expense for the Health Discovery licenses has been included as a research and development expense. In the fourth quarter of 2016, the Company considered several factors in making a determination that the HDC assets were fully impaired. Key factors considered were the lack of revenues to date, and the disputed license termination notification received from HDC. As a result of this disputed license termination notice, the likelihood of future revenues as result of direct use of the HDC assets is significantly reduced. Based on this analysis, the Company determined that the assets were fully impaired, and an impairment loss was recorded for the unamortized balance of these assets in the amount of $1.9 million. Stock Based Compensation The Company recognizes compensation costs for all share-based payment awards made to employees, non-employee contracted physicians and directors based upon the awards’ initial grant-date fair value. The fair value of awards to non-employees are then market-to-market each reporting period until vesting criteria are met. For stock options, the Company uses a trinomial lattice option-pricing model to estimate the fair value of stock option awards, and recognizes compensation cost on a straight-line basis over the awards’ requisite service periods for employees and variably for non- employees due to the market-to-market adjustments at the end of each reporting period. The Company’s periodic expense is adjusted for actual forfeitures. 51 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. See Note B – Summary of Significant Accounting Policies, Stock-Based Compensation and Note K – Stock Options, Stock Purchase Plan and Warrants in the Consolidated Financial Statements included in this Annual Report for more information regarding the assumptions used in our valuation of stock-based compensation. Deferred Taxes Our accounting for deferred tax consequences represents our best estimate of future events that can be appropriately reflected in accounting estimates. Changes in existing tax laws, regulations, rates and future operating results may impact the amount of deferred tax liabilities and deferred tax assets over time. We allocate our deferred tax asset and liabilities based on the classification of the item creating the deferred or when we believe the deferred will be realized if there is no corresponding item. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. We previously established a valuation allowance to fully reserve our net deferred income tax assets as such assets did not meet the more likely than not recognition standard established by ASC Topic 740. As of December 31, 2015, due to an increase of deferred tax liabilities resulting from the acquisition of Clarient, management determined that sufficient positive evidence exists to conclude that it is more likely than not that additional deferred taxes are realizable and therefore reduced the valuation allowance to zero. Results of Operations for the year ended December 31, 2016 as compared with the year ended December 31, 2015 The following table presents the condensed consolidated statements of operations as a percentage of revenue: NET REVENUE Cost of revenue GROSS PROFIT OPERATING EXPENSES: General and administrative Research and development Sales and marketing Impairment charges Total operating expenses INCOME (LOSS) FROM OPERATIONS Interest expense, net Other (income) Net (loss) before income taxes Income taxes (benefit) NET (LOSS) For the years ended December 31, 2016 2015 100.0 % 54.8 % 45.2 % 31.0 % 1.9 % 9.8 % 1.4 % 44.1 % 1.1 % 4.1 % — (3.0 )% (0.7 )% (2.3 )% 100.0 % 56.2 % 43.8 % 33.7 % 4.2 % 11.6 % — 49.5 % (5.6 )% 0.9 % (2.0 )% (4.5 )% (2.0 )% (2.5 )% 52 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Revenue and Cost of Revenue Our clinical revenue, cost of revenue and requisition metrics for are as follows ($ in thousands, except per test amounts): Requisitions received (cases) Number of tests performed Average number of tests/requisition Total clinical genetic testing revenue Average revenue/requisition Average revenue/test Cost of revenue Average cost/requisition Average cost/test December 31, 2016 2015 % Change 361,220 563,132 1.56 214,708 594 381 113,373 314 201 $ $ $ $ $ $ 139,195 221,191 1.59 90,506 650 409 48,783 350 221 $ $ $ $ $ $ 159.5 % 154.6 % (1.9 %) 137.2 % (8.6 %) (6.8 %) 132.4 % (10.3 %) (9.0 %) Clinical revenue and requisitions exclude results of Pharma Services and PathLogic. Revenue Our clinical genetic revenue grew by $124.2 million or 137.2% year-over-year. This growth is primarily the result of a broad based increase in the number of new clients due to the Clarient acquisition, this is also evidenced by the 159.5% increase in case volume. The acquisition has enabled us to expand into geographical areas we previously did not have a presence which has added to our client base and revenues. In addition, the increase in revenues are a result of our efforts to innovate by developing one of the most comprehensive molecular testing menus in the industry. Our testing menu has allowed us to up-sell tests to Clarient customers that they previously had to order from other laboratories, which is also driving our revenues and growth. In addition, the increase in revenues are a result of our efforts to innovate by developing one of the most comprehensive molecular testing menus in the industry. For example, our comprehensive testing menu has allowed us to offer tests to Clarient customers that they previously had to order from other laboratories. New tests and innovation, such as PD-L1 testing, also contributed to our growth. In the fourth quarter of 2016, we saw a significant increase in the demand for the PD-L1 and believe we are currently a market leader in this important immuno-oncology test offering. Average revenue per requisition as well as average revenue per test decreased in 2016 as compared to 2015. These decreases were largely due to product mix changes, specifically the increase in PD-L1 testing which has a lower unit price. These decreases were offset by our higher volumes as well as our reduction in cost per test. During 2016, we completed the integration of all Clarient clients to the NeoGenomics test menu. This was a significant task and a distraction for our sales team which including training the Clarient clients on the new ordering system as well as educating them on the new test menu. As all integration-related activities are completed, our sales team will be more focused on growth and we plan to accelerate growth in the second half of 2017. Our Pharma Services business reported revenue in 2016 of $22.1 million, up from $1.2 million in 2015. This was due to the inclusion of Clarient’s results as they had a much larger Pharmaceutical Services business than legacy NeoGenomics before the acquisition. We are investing in this business and believe it will be a significant growth driver for us in future periods as the market for oncology clinical trials continues to expand. Cost of Revenue 53 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. Cost of revenue year-over-year increased by approximately 132%, primarily due to our increase in testing volume from the Clarient acquisition. As a percentage of revenue, costs declined slightly. We have begun to realize the benefits of our increased volumes and were able to reduce cost per test year-over-year by 9.0%. We will continue to realize the benefit of scale as we route higher volumes through our existing laboratories, especially as we combine two of our California laboratories in early 2017. Average cost per requisition also decreased in 2016 as compared to 2015, which is attributable to changes in product mix as well as operating efficiencies. Our best practice teams have been working closely with our information technology team to re-design the laboratory information system. We expect this to increase efficiency in the labs and improve our processes. We continue to focus on improving our laboratory operations in order to drive further improvements in our cost per test. We believe that we have only begun to achieve the potential synergies from the Clarient acquisition and expect to further reduce cost per test in 2017. Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee related costs including sales management, sales representatives, sales and marketing consultants, marketing, and customer service personnel. Costs also include various marketing related costs such as attending trade shows, advertising and maintaining our web site. Consolidated sales and marketing expenses for the periods presented are as follows ($ in thousands): Sales and marketing As a % of revenue For the years ended December 31. 2016 2015 $ Change % Change $ 23,910 $ 11,562 $ 12,348 106.8 % 9.8 % 11.6 % Sales and marketing expenses increased for the year ended December 31, 2016 as compared to the year ended December 31, 2015. The increase in sales and marketing expenses was the direct result of our significantly larger sales force due to the acquisition of Clarient. In addition, we had higher expenditures for advertising and marketing which were partly due to the larger company and also due to our re- branding efforts. The decrease in our sales and marketing expenditures as a percentage of revenues can be attributed to the synergies obtained as a result of the acquisition. We expect to continue to increase our sales and marketing expenditures as we strive to grow the business and create brand awareness, but expect our costs to remain stable as a percentage of our overall sales. General and Administrative Expenses General and administrative expenses relate to billing, bad debts, finance, human resources, information technology and other administrative functions. They primarily consist of employee related costs (such as salaries, fringe benefits, and stock-based compensation expense), professional services, facilities expense, and depreciation and administrative-related costs allocated to general and administrative expenses. Consolidated general and administrative expenses for the periods presented are as follows ($ in thousands): General and administrative As a % of revenue For the years ended December 31. 2016 2015 $ Change % Change $ 75,782 $ 31.0 % 33,631 $ 33.7 % 42,151 125.3 % General and administrative expenses increased for the year ended December 31, 2016 as compared to the year ended December 31, 2015, while as a percentage of revenue there was a slight decrease. These increases in general and administrative expenses were primarily due to the integration of Clarient and the additional resources necessary to manage the growth of the Company and the increased volume of testing. The majority of this increase was in the line items of payroll and payroll related expenditures and bad 54 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. debt expense. In addition, $2.1 million of the increase is attributable to non-cash stock based compensation expense as a result of new options issued in 2016 and the increase in NeoGenomics stock price during 2016 which impacts stock options issued to non-employees, as awards to non-employees that are not vested require marked-to-market adjustments each reporting period. A significant portion of our stock based compensation is for non-employee options which are subject to variable accounting, and our expenses will fluctuate based on the performance of our common stock. A rise in the price of our stock will increase our stock compensation expense, and a decline in our stock price will reduce this expense. Bad debt expense increased approximately $9.5 million to $11.9 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015. As a percentage of revenue, bad debt expense was 4.9% for the period ended December 31, 2016 compared to 2.3% for the period ended December 31, 2015. This increase in bad debt expense is attributable to the inclusion of Clarient’s results, which had a historically higher bad debt rate than legacy NeoGenomics. We expect our general and administrative expenses to increase as we add personnel and equity related compensation expenses, increase our billing and collections activities; incur additional expenses associated with the expansion of our facilities and backup systems; incur additional bad debt expense as sales increase and as we continue to expand our physical infrastructure to support our anticipated growth. However, we anticipate that as a percentage of overall sales we will see a decrease in the percentage of general and administrative expense over the coming years as revenue grows. Research and Development Expenses Research and development, or R&D expenses relate to cost of developing new proprietary and non-proprietary genetic tests as well as costs related to our licensing agreement with Health Discovery Corporation. Expenses include amortization of the licensed technology, payroll and payroll related costs, maintenance and depreciation of laboratory equipment, laboratory reagents, probes and supplies. Stock based compensation, recorded in research and development relates to unvested equity awards granted to a non-employee physician. Because portions of the vesting requirements have not been met, the amount of expense is re-measured at the end of each accounting period. Consolidated research and development expense for the periods presented are as follows ($ in thousands): Research and development As a % of revenue For the years ended December 31. 2016 2015 $ Change % Change $ 4,649 $ 1.9 % 4,198 $ 4.2 % 451 10.7 % Excluding stock based compensation of $789,000 and $1.2 million, research and development expense was approximately $3.9 million and $3.0 million for the years ended December 31, 2016 and 2015, respectively. The year over year variances in stock based compensation expense are directly related to the fluctuations in our stock price. The remaining increase of approximately 30% was due to increases in labor, contract labor and equipment related to the development of new tests. We expect our research and development expenses to fluctuate in future quarters because of increases or decreases in our stock price and the corresponding stock based compensation expense. Increases in our stock price result in additional expense and decreases in our stock price can result in recovery of previously recorded expense. We anticipate research and development expenditures will increase as a percentage of sales as we continue to invest in innovation and bringing new tests to market. Interest Expense, net and Other Income Interest expense, net primarily consists of the interest we incur on capital lease and debt obligations offset by the interest income we earn on cash deposits. Interest expense, net increased from $854 thousand for the year ended December 31, 2015 to approximately $10.0 million for the year ended December 31, 2016. The increase is almost entirely due to interest payments on the Term Loan Facility and revolving credit facility entered into in association with the Clarient acquisition. As this financing was closed in December of 2015, there were minimal interest costs for this facility for the year ended December 31, 2015. 55 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. In March of 2016, we paid off the revolving credit facility and in December of 2016, we paid off the Term Loan Facility. We incurred debt termination costs of approximately $1.1 million and also recognized approximately $2.8 million associated with the write off of debt issuance costs; these expenses are included in interest expense on the consolidated statement of operations. A new borrowing facility, at a lower interest rate was put into place on December 22, 2016, the proceeds of which were used to pay off the debt issued for the Clarient acquisition, and to redeem $55.0 million worth of our Series A Convertible Preferred Stock. Other income of $2.0 million was recorded in 2015 related to a one-time payment received upon the amendment of a laboratory services contract and elimination of the exclusivity requirement. We had no other income reported for the year ended December 31, 2016. Net (Loss) The following table provides the net loss for each period along with the computation of basic and diluted net income per share for the year ended December 31, 2016 and 2015 (in thousands, except per share amounts): NET (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (30,397 ) $ (2,657 ) Years Ended December 31, 2016 2015 Basic weighted average common shares outstanding Effect of potentially dilutive securities Diluted weighted average shares outstanding Basic net (loss) per common share Diluted net (loss) per share Non-GAAP Measures Use of non-GAAP Financial Measures 77,542 — 77,542 $ $ (0.39 ) $ (0.39 ) $ 60,526 — 60,526 (0.04 ) (0.04 ) Our financial results 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 operating results and comparison of operating results across reporting periods and between entities. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage our business. Management believes that Adjusted EBITDA is a key metric for our business because it is used by our lenders in the calculation of our debt covenants. Management also 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 our 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 our recorded costs against its net revenue. In addition, our 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 EBITDA We define Non-GAAP “EBITDA” as net income from continuing operations before: (i) interest expense, (ii) tax expense and (iii) depreciation and amortization expense. Non – GAAP Adjusted EBITDA 56 NEOGENOMICS, INC. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED We define Non-GAAP “Adjusted EBITDA” as net income from continuing operations before: (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, (iv) non-cash, stock-based compensation and warrant amortization expense, and if applicable in a reporting period (v) transaction expenses related to acquisitions and potential acquisitions, (vi) non-cash impairments of intangible assets (vii) debt financing costs and (viii)other significant non-recurring or non-operating (income) or expenses. Basis for Non-GAAP Adjustments Our basis for excluding certain expenses from GAAP financial measures, are outlined below: • • • • • • • • Interest expense – The capital structure of companies significantly affects the amount of interest expense incurred. This expense can vary significantly between periods and between companies. In order to compare performance between periods and companies that have different capital structures and thus different levels of interest obligations, NeoGenomics excludes this expense. Income tax expense (benefit) – The tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and the provision for income taxes can vary considerably among companies. In order to compare performance between companies, NeoGenomics excludes this expense (benefit). Depreciation expense – Companies utilize assets with different useful lives and use different methods of both acquiring and depreciating these assets. These differences can result in considerable variability in the costs of productive assets and the depreciation and amortization expense among companies. In order to compare performance between companies, NeoGenomics excludes this expense. Amortization expense – 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 – Although stock-based compensation is an important aspect of the compensation paid to NeoGenomics employees and consultants, the related expense is substantially driven by changes in the Company’s stock price in any given quarter, which can fluctuate significantly from quarter to quarter and result in large positive or negative impacts to total operating expenses. The variable accounting treatment causing expense to be driven by changes in quarterly stock price is required because many of the Company’s full-time physicians reside in California and are classified as consultants rather than employees due to state regulations. GAAP provides that variable stock based compensation treatment be applied for consultants but not for employees. Without adjusting for these non-cash expenses, the Company believes it would be difficult to compare financial results from operations across reporting periods on a consistent basis. Transaction expenses relating to acquisitions - We incurred significant expenses in connection with our recent acquisition of Clarient. The inclusion of these costs consisting primarily of transaction costs as well as outside consultants and related services result in considerable variability between periods. In order to compare across periods on a consistent basis we believe it is useful to exclude these expenses. Debt financing costs – The amount and frequency of debt financing costs are significantly impacted by the timing and size of debt financing transactions. The amount and frequency of such charges are not consistent and therefore without adjusting for these costs, the Company believes it would not allow for consistent comparison between reporting periods. Non-cash impairments - We exclude these impairments in our calculation of Adjusted EBITDA, as they entail no outlay of cash and reduce the comparability of financial results between periods. We believe that EBITDA and Adjusted EBITDA provide more consistent measures of operating performance between entities and across reporting periods by excluding cash and non-cash items of expense that can vary significantly between companies. In addition, Adjusted EBITDA is a metric that is used by our lenders in the calculation of our debt covenants. Adjusted EBITDA also assists investors in performing analyses that are consistent with financial models developed by independent research analysts. 57 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. EBITDA and Adjusted EBITDA (as defined by us) are not measurements under GAAP and may differ from non-GAAP measures used by other companies. We believe there are limitations inherent in non-GAAP financial measures such as EBITDA and Adjusted EBITDA because they exclude a variety of charges and credits that are required to be included in a GAAP presentation, and do not therefore present the full measure of NeoGenomics recorded costs against its net revenue. Accordingly, we encourage investors to consider both non-GAAP results together with GAAP results in analyzing our financial performance. The following is a reconciliation of GAAP net loss to Non-GAAP EBITDA and Adjusted EBITDA for the years ending December 31, 2016 and 2015 ($ in thousands): NET (LOSS) (per GAAP) $ (5,723 ) $ (2,535 ) For the years ended December 31, 2016 2015 Adjustments to net income: Interest expense, net Amortization of intangibles Income taxes (benefit) Depreciation of property and equipment EBITDA (non-GAAP) Further Adjustments to EBITDA: Acquisition related transaction expense Impairment charges Gain on contract amendment Non-cash stock-based compensation ADJUSTED EBITDA (non-GAAP) Adjusted EBITDA as % of Revenue 9,998 7,272 (1,701 ) 15,937 25,783 - 3,464 - 5,438 34,685 $ 14.2 % $ Results of Operations for the year ended December 31, 2015 as compared with the year ended December 31, 2014 The following table presents the condensed consolidated statements of operations as a percentage of revenue: NET REVENUE Cost of revenue GROSS PROFIT OPERATING EXPENSES: General and administrative Research and development Sales and marketing Total operating expenses INCOME (LOSS) FROM OPERATIONS Interest expense, net Other (income) expense Net income (loss) before income taxes Income taxes (benefit) expense NET INCOME (LOSS) 58 For the years ended December 31. 2015 2014 100.0 % 56.2 % 43.8 % 33.7 % 4.2 % 11.6 % 49.5 % (5.6 )% 0.9 % (2.0 )% (4.5 )% (2.0 )% (2.5 )% 854 412 (1,954 ) 6,730 3,507 4,686 - (2,000 ) 3,479 9,672 9.7 % 100.0 % 53.2 % 46.8 % 27.3 % 3.1 % 13.8 % 44.2 % 2.6 % 1.0 % 0.1 % 1.5 % 0.2 % 1.3 % ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Revenue Our consolidated revenue and requisition metrics are as follows: 2015 2014 (1) % Change Requisitions received (cases) Total testing revenue (in thousands) Average revenue/requisition (1) The Path Logic metrics included in 2014 are for the period from our acquisition on July 8, 2014 through December 31, 2014. 152,076 87,069 573 204,282 99,802 489 $ $ $ 34.3 % 14.6 % (14.7 %) Our consolidated 15% year-over-year revenue growth is primarily the result of a broad based increase in the number of new clients as evidenced by the 34% increase in case volume as well as increases in revenues from existing customers as a result of our larger test menu. A portion of this increase is due to the fact that the 2014 consolidated figures do not include a full year of activity for Path Logic (as Path Logic was acquired on July 8, 2014). The year-over-year revenue growth in our Base Business (including NeoGenomics Laboratories and Clarient) was 12% for the period and the related increase in case volume for our Base Business was 25%. Clarient was purchased from GE Medical on December 30, 2015. The two days of revenue from Clarient in 2015 accounted for $665,000, which added 0.8% to our consolidated annual revenue growth. We believe that the increase in revenues are the direct result of our efforts to innovate by developing one of the most comprehensive molecular testing menus in the industry. Our molecular testing menu has also allowed us to up-sell many existing clients which is also helping to drive our growth. Customers increasingly see us as a one-stop-shop able to handle all of their cancer testing needs. In addition, we expanded our sales team during 2015 and saw the benefit from that expansion. Consolidated average revenue per requisition decreased approximately 15% year-over-year. This decrease in revenue per test is due to a significant reduction in reimbursement for “FISH” testing as a result of changes in the FISH reimbursement structure that were introduced in 2015. CMS has reset the rates for FISH testing in 2016 and has put into place increases for the technical component of FISH testing. Cost of Revenue and Gross Profit Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. The consolidated cost of revenue and gross profit metrics for NeoGenomics Inc. is as follows ($ in thousands, except per test amounts): For the years ended December 31, 2015 2014 (1) $ Change % Change Cost of revenue Cost of revenue as a % of revenue Gross margin Gross margin as a % of revenue Cost of revenue per requisition Gross margin per requisition $ $ $ $ 56,046 43,756 $ 56.2 % $ 43.8 % $ 274 $ 214 46,355 40,714 $ 53.2 % $ 46.8 % $ 305 268 9,691 20.9 % 3,042 7.5 % (31 ) (10.0 %) (1) The Path Logic metrics included in 2014 are for the period from our acquisition on July 8, 2014 through December 31, 2014. Our consolidated cost of revenue increased approximately 21% year-over-year, primarily due to our increase in testing volume. As a percentage of revenue, costs increased by 3%. A portion of these changes are due to the fact that the 2014 consolidated figures do not include a full year of activity for Path Logic (as Path Logic was acquired on July 8, 2014). The year-over-year cost of revenue in our Base Business (including NeoGenomics Laboratories and Clarient) was 15% for the period and the related increase in costs of revenue as a percent of revenue for our Base Business was 1%. 59 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. We reduced our consolidated costs per requisition by 10% year-over-year which was the result of several factors including: • • Improved productivity in our laboratory, as we experienced an increase in the amount of tests processed per laboratory FTE (full time equivalent personnel). This was driven by improved capacity planning and utilization along with several process improvements in the laboratory. Our supplies cost as a percentage of revenue declined based on efforts made to reduce price from certain key vendors and efforts by the operations team to more efficiently utilize supplies and reduce supply waste. We have also changed vendors and platforms in order to drive down our cost of testing. Our best practice teams work closely with our information technology team to re-design our systems and processes to improve efficiencies. We continue to focus on improving our laboratory operations in order to continue to drive further improvements in our cost per test. Sales and Marketing Sales and marketing expenses are primarily attributable to employee related costs including sales management, sales representatives, sales and marketing consultants, marketing, and customer service personnel. Costs also include various marketing related costs such as attending trade shows, advertising and maintaining our web site. Consolidated sales and marketing expenses for the periods presented are as follows ($ in thousands): Sales and marketing As a % of revenue For the years ended December 31. 2015 2014 $ Change % Change $ 11,562 $ 11.6 % 11,999 $ 13.8 % (437 ) (3.6 %) Sales and marketing expenses decreased for the year ended December 31, 2015 as compared to the year ended December 31, 2014. The decrease in sales and marketing expenses was primarily the result of minor reductions in commissions and personnel related expenditures, partially offset by the fact that the year ended December 31, 2015 includes a full year of Path Logic expenses while 2014 included only the period from July 8, 2014 through December 31, 2014. General and Administrative Expenses General and administrative expenses relate to billing, bad debts, finance, human resources, information technology and other administrative functions. They primarily consist of employee related costs (such as salaries, fringe benefits, and stock-based compensation expense), professional services, facilities expense, and depreciation and administrative-related costs allocated to general and administrative expenses. Consolidated general and administrative expenses for the periods presented are as follows ($ in thousands): General and administrative As a % of revenue For the years ended December 31. 2015 2014 $ Change % Change $ 33,631 $ 33.7 % 23,808 $ 27.3 % 9,823 41.3 % General and administrative expenses increased for the year ended December 31, 2015 as compared to the year ended December 31, 2014. These increases were primarily the result of our growth due to the Clarient acquisition. Of this $9.8 million increase, approximately $4.2 million was due to transaction costs associated with completing the Clarient acquisition. Another $1.6 million of the increase is attributable to non-cash stock based compensation expense as a result of new options issued in 2015 and the 89% increase in NeoGenomics stock price during 2015 which impacts stock options issued to non-employees, as awards to non-employees that are not vested require marked-to-market adjustments each reporting period. In addition, the year ended December 31, 2015 includes a full year of Path Logic expenses while 2014 included only the period from July 8, 2014 through December 31, 2014. 60 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Bad debt expense decreased approximately $119 thousand or 5% to $2.3 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014. As a percentage of revenue bad debt expense was 2.3% for the period ended December 31, 2015 compared to 2.7% for the period ended December 31, 2014. Research and Development Expenses Research and development (“R&D”) expenses relate to cost of developing new proprietary and non-proprietary genetic tests as well as costs related to our licensing agreement with Health Discovery Corporation, expenses include amortization of the licensed technology, payroll and payroll related costs, maintenance and depreciation of laboratory equipment, laboratory reagents, probes and supplies. Stock based compensation, recorded in research and development relates to unvested performance based options and warrants granted to a non-employee. Because portions of the vesting requirements have not been met, the amount of expense is re-measured at the end of each accounting period. Consolidated research and development expense for the periods presented are as follows ($ in thousands): Research and development As a % of revenue For the years ended December 31. 2015 2014 $ Change % Change $ 4,198 $ 4.2 % 2,689 $ 3.1 % 1,509 56.1 % Excluding stock based compensation of $1.2 million and $250 thousand, research and development expense was approximately $3.0 million and $2.4 million for the years ended December 31, 2015 and 2014, respectively. The year over year variances in stock based compensation expense are directly related to the fluctuations in our stock price. During the year ended December 31, 2015, our stock price increased by 89%. The remaining increase of approximately 25% was due to increases in labor, contract labor and equipment related to the development of new tests. We expect our research and development expenses to fluctuate in future quarters because of increases or decreases in our stock price and the corresponding stock based compensation expense for non-employee stock options. Increases in our stock price result in additional expense and decreases in our stock price can result in recovery of previously recorded expense. We anticipate research and development expenditures will increase over time as we continue to invest in innovation and bringing new tests to market. Interest Expense, net and Other Income Interest and other income and expense primarily represents the interest expense we incur on our borrowing arrangements, primarily comprised of interest paid on capital lease obligations and interest payable on advances under credit facility Interest expense, net primarily consists of the interest expense we incur on capital lease and debt obligations offset by the interest income we earn on cash deposits. Interest expense, net decreased from $985 thousand for the year ended December 31, 2014 to $854 thousand for the year ended December 31, 2015. The decrease is primarily due to the fact that for the period ended December 30, 2015, we had no interest payments related to the revolving credit facility that was paid off in August of 2014. This decrease is partially offset by an increase in interest expense related to capital lease obligations for laboratory equipment that were entered into in 2015. Other income of $2.0 million was recorded in 2015, compared to $56 thousand in 2014. The income recorded in 2015 was a one-time payment received upon the amendment of a laboratory services contract and elimination of the exclusivity requirement. Net Income (Loss) The following table provides the net income (loss) for each period along with the computation of basic and diluted net income per share for the year ended December 31, 2015 and 2014 (in thousands, except per share amounts): 61 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (2,657 ) $ 1,132 For the years ended December 31, 2015 2014 Basic weighted average common shares outstanding Effect of potentially dilutive securities Diluted weighted average shares outstanding Basic net income (loss) per common share Diluted net income (loss) per common share 60,526 - 60,526 $ $ (0.04 ) $ (0.04 ) $ 53,483 2,533 56,016 0.02 0.02 The following is a reconciliation of GAAP net income to Non-GAAP EBITDA and Adjusted EBITDA for the years ending December 31, 2015 and 2014 (in thousands): NET INCOME (LOSS) (per GAAP) Adjustments to Net Income (Loss): Interest expense, net Amortization of intangibles Income taxes (benefit) expense Depreciation of property and equipment EBITDA (non-GAAP) Further Adjustments to EBITDA: Acquisition related transaction expense Costs of terminating credit facility Gain on contract amendment Non-cash stock-based compensation ADJUSTED EBITDA (non-GAAP) Adjusted EBITDA as a % of revenue Liquidity and Capital Resources For the years ended December 31, 2014 2015 $ (2,535 ) $ 1,132 854 412 (1,954 ) 6,730 3,507 4,686 - (2,000 ) 3,479 9,672 $ 9.7 % 985 295 157 5,345 7,914 473 98 - 691 9,176 10.5 % $ The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the years ended December 31, 2016, 2015 and 2014 as well as the period ending cash and cash equivalents and working capital (in thousands). Net cash provided by (used in): Operating activities Investing activities Financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Working Capital (1), end of period (1) (2) (3) Defined as current assets less current liabilities. Reflects the acquisition of Clarient in December 2015. Reflects the acquisition of Path Logic in July 2014. 62 For the years ended December 31, 2015(2) 2016 2014 (3) $ $ $ 21,477 $ (6,501 ) (25,871 ) (10,895 ) 23,420 12,525 $ 40,712 $ 6,393 $ (75,155 ) 58,493 (10,269 ) 33,689 23,420 $ 42,302 $ 9,450 (9,602 ) 29,007 28,855 4,834 33,689 44,119 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Cash Flows from Operating Activities During the year ended December 31, 2016, our operating activities generated $15.1 million more cash than was generated for the year ended December 31, 2015. This increase in cash provided from operations was primarily the result of the increases in revenues due to our growth as a result of the Clarient acquisition. During the year ended December 31, 2015, our operating activities generated $3.1 million less cash than was generated for the year ended December 31, 2014. This decrease in cash provided by operations was primarily the result acquisition related payments made in the fourth quarter of 2015. In addition, we had a net loss for the period ended December 31, 2015 compared to net income for the period ended December 31, 2014 primarily due to the decrease in Medicare reimbursement rates in 2015 as compared to 2014. Cash Flows from Investing Activities We acquired Clarient in December of 2015 and paid $73.8 million of cash at closing. This transaction significantly impacted cash flows from investing activities and is the primary reason for the increases and decreases in cash used in investing activities between 2014, 2015 and 2016. In 2016, we received $1.0 million as the final working capital settlement from GE related to the acquisition of Clarient in December of 2015. In addition, we paid $7.5 million on capital purchases in 2016 compared to $2.2 million in 2015. Cash Flows from Financing Activities During the year ended December 31, 2016, cash flows from financing activities changed by $84.4 million as compared to 2015. The cash used in financing activities during 2016 includes the $55 million that was paid to redeem the preferred stock as well as the $55 million that was paid when we terminated the Term Loan Facility entered into in December 2015, and $10 million that was repaid on the revolver in March of 2016. These amounts were offset by proceeds received from our new Term Loan Facility of $75 million, and $22.9 million that was borrowed on the new Revolving Credit Facility. During the year ended December 31, 2015, cash provided by financing activities increased by $29.5 million compared to 2014. The $58.5 million of cash provided by financing activities for the year ended December 31, 2015 was primarily composed of $55.0 million of proceeds from our term loan and $10.0 million from our revolver which were used to finance the acquisition of Clarient. Credit Facility During 2016, we entered into a new senior secured credit facility, as further discussed in Note F to our Consolidated Financial Statements included in this Annual Report. In order to reduce our exposure to interest rate fluctuations on this floating rate debt obligation, we also entered into an interest rate swap agreement. See Note G to our Consolidated Financial Statements included in this Annual Report. The interest rate swap agreement effectively converts a portion of our floating rate debt to a fixed obligation, thus reducing the impact of interest rate changes on future interest expense. We believe this strategy will enhance our ability to manage cash flow within our Company. Liquidity Outlook We had approximately $12.5 million in cash and cash equivalents as of December 31, 2016. In addition, to our revolving credit facility which provides for up to $75 million in borrowing capacity of which at December 31, 2016, based on our level of Adjusted EBITDA, approximately $27 million was available. We believe that the cash on hand, available credit lines and positive cash flows generated from operations will provide adequate resources to meet our operating commitments and interest payments for at least the next 12 months. Our Series A Convertible Preferred Stock has certain restrictions that will result in the Company having to dedicate fifty percent of the net proceeds from any future equity raise, to redeeming shares of the Series A Convertible Preferred Stock until such time as all of the shares of Series A Convertible Preferred Stock have been redeemed. 63 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Related Party Transactions Consulting Agreements During the years ended December 31, 2016, 2015 and 2014, Steven C. Jones, a director of the Company, earned approximately $263,000, $261,500 and $257,500, respectively, for various consulting work performed in connection with his duties as Executive Vice President of Finance and reimbursement of incurred expenses. Mr. Jones also earned $85,000, $578,900 and $177,500 as payment of bonuses for the periods indicated above. The bonus earned for the year ended December 31, 2015 was comprised of $500,000 discretionary bonus in recognition of the consulting services provided in connection with the Company’s acquisition of Clarient, Inc. and the related financing. This amount was paid to Aspen Capital Advisors, LLC (“Aspen’) for which Mr. Jones is a managing director, pursuant to a consulting agreement entered into between Aspen and the Company on November 11, 2015. The remaining $78,900 was earned as part of a management incentive plan. On April 20, 2016, the Company granted Steven C. Jones 100,000 stock options to purchase shares of its common stock. The options were granted at an exercise price of $7.15 per share and had a weighted average fair market value of $2.50 per option. The options vest ratably over the next three years on each anniversary date. These options were accounted for as granted to a non-employee as they relate to his services to the Company as a consultant. On May 4, 2015, the Company granted Steven C. Jones 225,000 stock options to purchase shares of its common stock. The options were granted at an exercise price of $4.78 per share and had an estimated weighted average fair market value of $1.80 per option on the date of grant. The options vest ratably over the next three years on each anniversary date. 10,000 of the options were accounted for as granted to a Director of the Company, consistent with similar grants at that time to other Directors. The remaining 215,000 stock options have been accounted for as granted to a non-employee as they relate to his services to the Company as a consultant. Contractual Obligations The following table summarizes our significant contractual obligations as of December 31, 2016 (in thousands): Total 2017 2018 to 2019 2020 to 2021 Purchase obligations Capital lease obligations Operating lease obligations Principal payments on long term debt (1) Interest on swap agreement (2) Interest on Term Loan Facility (3) Interest on Revolving Facility (4) Total contractual obligations $ 3,451 $ 11,209 10,103 97,900 2,385 12,211 4,295 1,294 $ 5,461 3,129 3,750 795 2,791 863 1,779 $ 5,635 4,198 9,375 1,590 5,128 1,727 378 $ 113 2,550 84,775 - 4,292 1,705 After 2021 - - 226 - - - - $ 141,554 $ 18,083 $ 29,432 $ 93,813 $ 226 (1) Amounts represent required principal debt payments on our Term Loan Facility and Revolving Facility. For a full description of the terms of our indebtedness and the related debt service requirements, see Note F – Debt. (2) Amounts represent fixed interest owed on the swap agreement, for further details of the swap agreement, see Note G to our Consolidated Financial Statements included in this Annual Report. (3) Amounts represent interest payments due on the Term Loan Facility assuming principal payments are made as specified in the loan agreement and estimated interest rates based on the rates in effect at December 31, 2016. (4) Amounts represent interest payments due on the Revolving Facility based on the December 31, 2016 principal balance and estimated interest rates based on the interest rates in effect at December 31, 2016. Capital Expenditures We currently forecast capital expenditures in order to execute on our business plan. The amount and timing of such capital expenditures will be determined by the volume of business, but we currently estimate that we will need to purchase approximately $15 million to $17 million of additional capital equipment during the next year. We plan to fund these expenditures with capital lease financing arrangements and cash. If we are unable to obtain such funding, we will need to make advances on our revolving credit facility in order to pay cash for these items. 64 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NEOGENOMICS, INC. Recent Accounting Pronouncements In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 have a material effect on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The update requires excess tax benefits and tax deficiencies to be recorded directly through earnings as a component of income tax expense. Under current GAAP, these differences are generally recorded in additional paid-in capital and thus have no impact on net income. The change will also impact the computation of diluted earnings per share, and the cash flows associated with those items will be classified as operating activities on the condensed statements of consolidated cash flows. Entities will be permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required under current GAAP, or recognized when they occur. ASU 2016-09 is effective for periods beginning after December 15, 2016 and interim periods within those periods. The Company expects the adoption of this standard to result in a cumulative increase in the deferred tax assets recorded on the consolidated balance sheet of approximately $6.5 million. In February 2016, the FASB issued “ASU” 2016-02, Leases. This standard update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including for operating leases, on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this ASU will result in an increase on the balance sheet for lease liabilities and right to use assets. The Company is currently evaluating the quantitative impact that adopting ASU 2016-02 will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers. This standard update calls for a number of revisions in the revenue recognition rules. In August 2015, the FASB deferred the effective date of this ASU to the first quarter of 2018, with early adoption permitted beginning in the first quarter of 2017. The ASU can be applied using a full retrospective method or a modified retrospective method of adoption. The Company expects to adopt this ASU in the first quarter of 2018 using a full retrospective method of adoption. The Company is currently reviewing this update in order to determine the effect the adoption will have on our consolidated financial statements. Off-Balance Sheet Arrangements We do not use special purpose entities or other off-balance sheet financing techniques that we believe have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital resources. Effects of Inflation We do not believe that inflation has had a material impact on our business, revenues, or operating results during the periods presented. 65 NEOGENOMICS, INC. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates and other relevant market rate or price changes. The Company is exposed to market risk associated with changes in the LIBOR interest rate. The Company regularly evaluates its exposure to such changes and may elect to minimize this risk through the use of interest rate swap agreements. For further details regarding our significant accounting policies relating to derivative instruments and hedging activities, see Note B to our Consolidated Financial Statements included in this Annual Report. We do not have any material foreign operations or foreign sales and thus have no exposure to foreign currency exchange rate risk. Interest Rates During the fourth quarter of 2016, the Company entered into a Credit Agreement which provides for a $75.0 million Term Loan Facility as well as a $75.0 million Revolving Credit Facility. Borrowings under these facilities bear interest at a variable rate based on one-month LIBOR plus a margin. To reduce the risk associated with changes in this variable rate, the Company has entered into an interest rate swap agreement with a notional amount of $50 million. As of December 31, 2016, the Company had approximately $45.7 million of unhedged variable rate debt under the senior secured credit facility. Each quarter-point increase or decrease in the one-month LIBOR rate would result in a change in the Company's interest expense by approximately $120 thousand per year based on the unhedged debt outstanding at December 31, 2016. 66 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NEOGENOMICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm – Crowe Horwath LLP Consolidated Balance Sheets as of December 31, 2016 and 2015. Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014. Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014. Notes to Consolidated Financial Statements. Page 68 69 70 71 72 73 67 NEOGENOMICS, INC Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders NeoGenomics, Inc. Fort Myers, Florida We have audited the accompanying consolidated balance sheets of NeoGenomics, Inc. as of December 31, 2016 and 2015, and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited NeoGenomics, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)". NeoGenomics, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NeoGenomics, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three- year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, NeoGenomics, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. /s/ Crowe Horwath LLP Indianapolis, Indiana March 13, 2017 68 NEOGENOMICS, INC CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) ASSETS Current assets Cash and cash equivalents Accounts receivable (net of allowance for doubtful accounts of $13,699 and $4,759, respectively) Inventories Other current assets Total current assets Property and equipment (net of accumulated depreciation of $27,102 and $26,534, respectively) Intangible assets, net Goodwill Other assets Total assets LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable Accrued compensation Accrued expenses and other liabilities Revolving credit facility, net Short-term portion of car loans Short-term portion of capital leases Short-term portion of term loan Total current liabilities Long-term liabilities Long-term portion of car loans Long-term portion of capital leases Long-term portion of term loan, net Revolving credit facility, net Deferred income tax liability, net Total long-term liabilities Total liabilities Commitments and contingencies - see Note L Redeemable convertible preferred stock: As of December 31, 2016 2015 $ 12,525 $ 23,420 $ $ $ $ 55,512 6,253 4,535 78,825 34,036 77,064 147,019 174 337,118 16,782 8,351 4,247 — 92 4,891 3,750 38,113 110 5,378 70,149 21,799 14,973 112,409 150,522 48,943 5,108 4,889 82,360 34,577 87,800 146,421 129 351,287 12,464 6,217 7,374 8,869 50 4,534 550 40,058 82 5,040 52,254 — 15,741 73,117 113,175 Series A Redeemable Convertible Preferred Stock, $0.01 par value, (50,000,000 shares authorized; and 6,600,000 and 14,666,667 shares issued and outstanding, respectively) 22,873 28,602 Stockholders' equity Common stock, $.001 par value, (250,000,000 shares authorized; 78,571,158 and 75,820,307 shares issued and outstanding, respectively) Additional paid-in capital Accumulated deficit Total stockholders’ equity Total liabilities, redeemable convertible preferred stock and stockholders' equity $ 79 216,104 (52,460 ) 163,723 337,118 $ 76 231,497 (22,063 ) 209,510 351,287 69 NEOGENOMICS, INC CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) For the years ended December 31, 2015 2016 2014 $ 222,015 $ 22,068 244,083 98,595 $ 1,207 99,802 133,704 110,379 75,782 4,649 23,910 3,464 107,805 2,574 9,998 - (7,424 ) (1,701 ) (5,723 ) 18,011 6,663 56,046 43,756 33,631 4,198 11,562 - 49,391 (5,635 ) 854 (2,000 ) (4,489 ) (1,954 ) (2,535 ) 40 82 86,408 661 87,069 46,355 40,714 23,808 2,689 11,999 - 38,496 2,218 985 (56 ) 1,289 157 1,132 - - $ (30,397 ) $ (2,657 ) $ 1,132 $ $ (0.39 ) $ (0.39 ) $ (0.04 ) $ (0.04 ) $ 0.02 0.02 77,542 77,542 60,526 60,526 53,483 56,016 NET REVENUE Clinical testing Pharma services Total Revenue Cost of revenue GROSS MARGIN Operating expenses: General and administrative Research and development Sales and marketing Impairment charges Total operating expenses INCOME (LOSS) FROM OPERATIONS Interest expense and debt termination fees, net Other income Income (loss) before taxes Income tax (benefit) expense NET INCOME (LOSS) Deemed dividends on preferred stock Amortization of preferred stock beneficial conversion feature NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS NET EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic Diluted WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic Diluted See notes to consolidated financial statements. 70 NEOGENOMICS, INC CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (In thousands, except share amounts) Series A Redeemable Convertible Preferred Stock Common Stock Additional Accumulated BALANCE, DECEMBER 31, 2013 Common stock issuance ESPP plan Stock issuance fees and expenses Issuance of stock for warrants Issuance of restricted stock Issuance of stock for stock options Issuance of common stock for cash Stock compensation expense - warrants Stock comp. exp. - options and restricted stock Net income BALANCE, DECEMBER 31, 2014 Common stock issuance ESPP plan Issuance of Series A Preferred Stock Stock issuance fees and expenses Issuance of restricted stock Issuance of stock for stock options Tax benefit from stock option award activity Issuance of common stock to fund acquisition Beneficial conversion feature Deemed dividends on preferred stock Amortization of beneficial conversion feature Stock compensation expense - warrants Stock comp. exp. - options and restricted stock Net loss BALANCE, DECEMBER 31, 2015 Common stock issuance ESPP plan Redemption of Series A Preferred Stock Stock issuance fees and expenses Issuance of restricted stock Issuance of stock for warrant exercise Issuance of stock for stock options Beneficial conversion feature reversal Deemed dividends on preferred stock Amortization of beneficial conversion feature Stock compensation expense - warrants Stock compensation expense - options and restricted stock Net loss BALANCE, DECEMBER 31, 2016 See notes to consolidated financial statements. Shares Amount Amount — $ — — — — — — — Shares — 49,118,373 $ 90,285 — — — — 458,333 138,500 — — 2,387,327 — 8,050,000 — — Paid-In Capital 49 $ 42,200 $ 353 — (2,776 ) — 455 1 — — 2 1,805 8 37,022 51 — Total Deficit (20,538 ) $ 21,711 353 — (2,776 ) — 456 — — — — 1,807 — 37,030 51 — — — — $ — 14,666,667 — — — — — — — — 60,242,818 $ 73,958 — — 28,480 — — 11,440 — 492,091 — 641 — — — 60 $ 79,751 $ 369 — — — (148 ) — — — 713 1 — 1,132 641 1,132 (19,406 ) $ 60,405 369 — (148 ) — 714 — — — — — — — — — 118 — 118 — — — — — — 15,000,000 — — — 40 15 102,495 — 44,720 — — — 102,510 — 44,720 (40 ) (40 ) 82 — — — — — — 590 (82 ) — (82 ) 590 — — 14,666,667 $ — (8,066,667 ) — — — — — — — — — — 28,602 75,820,307 $ 98,672 — 2,889 — — — 76 $231,497 $ 736 — 2,889 — (2,535 ) (2,535 ) (22,063 ) $209,510 736 — — (55,000 ) — — 43,332 — — 165,375 — 2,443,472 — — 24,596 18,011 — — (267 ) — — — — — 3 3,296 — (24,596 ) — — — — (267 ) — — — — — — 3,299 — (24,596 ) (18,011 ) (18,011 ) — — 6,663 — — — — — — 460 (6,663 ) — (6,663 ) 460 — — 6,600,000 $ — — — — 22,873 78,571,158 $ 4,978 — — — 79 $216,104 $ 4,978 — (5,723 ) (5,723 ) (52,460 ) $163,723 71 NEOGENOMICS, INC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisition: Impact of tax valuation allowance Depreciation Impairment of assets Amortization of intangibles Loss on extinguishment of debt Amortization of debt issue costs Stock based compensation – options and restricted stock Stock based compensation – warrants Provision for bad debts Changes in assets and liabilities, net of business acquisition: (Increase) in accounts receivable, net of write-offs (Increase) in inventories (Increase) decrease in other assets (Increase) decrease in other current assets Increase (decrease) in accounts payable and other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition, net of cash acquired of $0, $890 and $79 Purchases of property and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Advances from (repayments to) revolving credit facility Repayment of capital lease obligations Proceeds from term loan Redemption of preferred stock Repayment of term loan Payments of debt issue costs Issuance of common stock for the exercise of options, warrants and ESPP shares, net of transaction expenses Issuance of common stock for cash , net of transaction expenses Net cash provided by (used in) financing activities Net change in cash and cash equivalents Cash and cash equivalent, beginning of year Cash and cash equivalents, end of year Supplemental disclosure of cash flow information: Interest paid Income taxes paid Supplemental disclosure of non-cash investing and financing information: Equipment acquired under capital lease/loan obligations Fair value of common stock issued to fund acquisition Fair value of preferred stock issued to fund acquisition See notes to consolidated financial statement 72 For the years ended December 31, 2015 2016 2014 $ (5,723 ) $ (2,535 ) $ 1,132 — 15,937 3,464 7,272 1,099 3,497 4,978 460 11,856 (18,425 ) (1,145 ) (44 ) 354 (2,103 ) 21,477 1,035 (7,536 ) (6,501 ) 12,856 (5,293 ) 75,000 (55,000 ) (55,000 ) (2,202 ) (2,066 ) 6,730 — 412 — — 2,889 590 2,318 (3,215 ) (896 ) 11 (3,748 ) 5,903 6,393 (72,940 ) (2,215 ) (75,155 ) 10,002 (4,115 ) 55,022 — — (3,351 ) 3,768 — (25,871 ) (10,895 ) 23,420 12,525 $ 935 — 58,493 (10,269 ) 33,689 23,420 $ 5,423 $ 290 911 $ 25 $ $ 6,057 - - 4,813 102,510 73,200 — 5,345 — 295 — 66 641 51 2,437 (2,770 ) (229 ) 41 (25 ) 2,466 9,450 (5,830 ) (3,772 ) (9,602 ) (4,282 ) (3,581 ) — — — — 2,616 34,254 29,007 28,855 4,834 33,689 981 177 5,884 - - NEOGENOMICS, INC. NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Note A – Nature of Business and Basis of Presentation NeoGenomics, Inc., a Nevada corporation (the “Parent” or the “Parent Company”), and its subsidiaries, NeoGenomics Laboratories, Inc., a Florida corporation (“NEO”, “NeoGenomics Laboratories”), Path Labs LLC., a Delaware Limited Liability Corporation (“Path Logic”) and Clarient Inc. and its wholly-owned subsidiary Clarient Diagnostic Services, Inc. (“Clarient”), (collectively referred to as “we”, “us”, “our”, “NeoGenomics”, or the “Company”), operates as a certified “high complexity” clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended (“CLIA”), and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories throughout the United States as well as providing clinical trial services to pharmaceutical companies. The accompanying consolidated financial statements include the accounts of the Parent and the Subsidiaries. All significant intercompany accounts and balances have been eliminated in consolidation. We have one reportable operating segment that delivers testing services to hospitals, pathologists, oncologists, other clinicians and researchers and represents 100% of the Company’s consolidated assets, net revenues and net income for each of the three years ended December 31, 2016. Also, at December 31, 2016, all of our services were provided within the United States and all of our assets were located in the United States. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. For the year ended December 31, 2015, the Company reclassified the amortization of the beneficial conversion feature as well as the deemed dividends on Series A Preferred Stock from additional paid in capital to retained earnings. The Company revised the classification on the Consolidated Balance Sheet and on the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity. These changes in classification do not affect previously reported cash flows in the Consolidated Statements of Cash Flows, and had no net effect on the previously reported Consolidated Balance Sheet or Statements of Operations for any period. Note B – Summary of Significant Accounting Policies Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these consolidated financial statements include, but are not limited to, those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. Revenue Recognition The Company recognizes revenues when (a) the price is fixed or determinable, (b) persuasive evidence of an arrangement exists, (c) the service is performed and (d) collectability of the resulting receivable is reasonably assured. The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent and revenues are recognized once the diagnostic services have been performed, and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including Medicare, commercial insurance companies, other directly billed healthcare institutions such as hospitals and clinics, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain healthcare institutions, based on the contractual rate, or in the case of Medicare, published fee schedules. The Company reports revenues from non- contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount estimated to be collected from non-contracted payers is recorded as a contractual allowance to arrive at the reported net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. The Company records revenues from patient pay tests net of a large discount and as a result recognizes minimal revenue on those tests. The Company regularly reviews its 73 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 historical collection experience for non-contracted payers and adjusts its expected revenues for current and subsequent periods accordingly. The table below shows the adjustments made to gross service revenue to arrive at net revenues, the amount reported on our statement of operations (in thousands): , Gross service revenues Total contractual adjustments and discounts Net service revenues Cost of Revenue For the Years ended December 31, 2016 493,678 (249,595 ) 244,083 $ $ 2015 225,057 (125,255 ) 99,802 $ $ 2014 224,460 (137,391 ) 87,069 $ $ Cost of revenue includes payroll and payroll related costs for performing tests, depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, and delivery and courier costs relating to the transportation of specimens to be tested. Shipping Costs The Company has a significant expense related to shipping specimens to our facility for testing and this cost is for contract couriers, commercial airline flights and charges from FedEx to ship specimens to our facility. We had approximately $10.3 million, $3.6 million and $3.0 million in outsourced shipping expenses for the years ended December 31, 2016, 2015 and 2014, respectively, and these costs were included in our cost of revenue. Advertising Costs Advertising costs are expensed at the time they were incurred and are not material for the years ended December 31, 2016, 2015 and 2014. Research and Development Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of cash and equity compensation and benefits for R&D personnel, amortization of intangibles, supplies, inventory and payment for samples to complete validation studies. These expenses were incurred to develop new genetic tests. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are comprised of amounts due from sales of the Company’s specialized diagnostic services and are recorded at the billed amount, net of discounts and contractual allowances. The allowance for doubtful accounts is estimated based on the aging of accounts receivable with each payer category and the historical data on bad debts in these aging categories. In addition, the allowance is adjusted periodically for other relevant factors, including regularly assessing the state of our billing operations in order to identify issues which may impact the collectability of receivables or allowance estimates. Revisions to the allowance are recorded as an adjustment to bad debt expense within general and administrative expenses. After appropriate collection efforts have been exhausted, specific receivables deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of receivables previously written-off are recorded as credits to the allowance. Our estimates of net revenue are subject to change based on the contractual status and payment policies of the third party payers with whom we deal. We regularly refine our estimates in order to make our estimated revenue as accurate as possible based on our most recent collection experience with each third party payer. 74 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Changes in the allowance for doubtful accounts are as follows (in thousands): Beginning balance – allowance for doubtful accounts Provision for doubtful accounts Write-offs Ending balance – allowance for doubtful accounts Statements of Cash Flows 2016 Years Ended December 31, 2015 2014 $ $ 4,759 11,856 (2,916 ) 13,699 $ $ 4,180 2,318 (1,739 ) 4,759 $ $ 4,540 2,437 (2,797 ) 4,180 For purposes of the consolidated statements of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, including our revolving credit facility are considered reasonable estimates of their respective fair values due to their short-term nature. The Company maintains its cash and cash equivalents with domestic financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2016, its concentration of credit risk related to cash and cash equivalents was not significant. The carrying value of the Company’s long-term capital lease obligations and term debt approximates its fair value based on the current market conditions for similar instruments. The Company entered into an interest rate swap agreement in December of 2016, see Note G- Derivative Instruments and Hedging Activities. At December 31, 2016, the fair value of the derivative financial instrument is not considered to be significant and therefore is not recorded on the balance sheet as a liability nor is the change in value reflected through accumulated other comprehensive income as of December 31, 2016. The instrument will be evaluated on a quarterly basis going forward and resulting increases/decreases will be recorded as discussed in Note B-Derivative Instruments and Hedging Activities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Concentrations of Credit Risk Concentrations of credit risk with respect to revenue and accounts receivable are primarily limited to certain clients and geographies to which the Company provides a significant volume of its services, and to specific payers of our services such as Medicare and individual insurance companies. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. For the years ended December 31, 2016 and 2015, no clients accounted for more than 5% of revenue. For the year ended December 31, 2014, a large oncology practice with multiple locations accounted for 10.1% of total revenue. All other clients were less than 10% of total revenue individually. Due to the acquisition of Clarient, our concentration of revenue shifted from Florida to California. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of California accounted for 24.0%, 20.2% and 15.0%, respectively, of total revenue. For the years ended December 31, 2016, 2015 and 2014, revenue derived from the State of Florida accounted for 15%, 20.5% and 25.8%, respectively, of total revenue. 75 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Inventories Inventories, which consist principally of testing supplies, are valued at the lower of cost or market, using the first-in, first-out method (FIFO). Other Current Assets As of December 31, 2016, 2015 and 2014, other current assets consist primarily of prepaid expenses relating to contracts for laboratory and computer equipment maintenance. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally includes purchases of items with a cost greater than $1,000 and a useful life greater than one year. Depreciation and amortization are computed on the straight line basis over the estimated useful lives of the assets. Leasehold improvements and property and equipment under capital leases are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software. We perform a fair value assessment on property and equipment acquired in a business combination and record the fair value as the cost basis for those assets. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Repairs and maintenance costs are expensed as incurred. Intangible Assets Intangible assets with finite useful lives are recorded at fair value or cost, less accumulated amortization. At December 31, 2016, we had two classes of assets, each class is amortized over its estimated service period using the straight-line method. We periodically review the estimated pattern in which the economic benefits will be consumed and adjust the amortization period and pattern to match our estimate. At December 31, 2016, the Company’s intangible assets were related to the customer relationships acquired through the acquisition of Clarient and the Clarient trade name. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the fourth quarter resulted in no impairment losses. Recoverability and Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets (property and equipment, and intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the 76 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 difference between the estimated fair value and carrying amount of the asset. The Company recognized approximately $3.5 million in impairment losses for the year ended December 31, 2016, see Note P for further details. No impairment loss was recognized in the years ended December 31, 2015 and 2014. Debt Issuance Costs We record debt issuance costs related to our debt liabilities as direct deductions from the carrying amount of the debt. The costs are amortized to interest expense over the life of the debt using the effective interest method. Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage risks related to interest expense. We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability and measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. In December of 2016, the Company entered into an interest rate swap agreement. The interest rate swap agreement effectively converts a portion of the Companies floating rate debt to a fixed rate thereby reducing the impact on future changes in interest rates. In accordance with ASC 815, the Company has designated the interest rate swap as a cash flow hedge. As the specific terms and notional amounts of the derivative financial instrument match those of the floating rate debt being hedged, the derivative instrument is assumed to be a perfectly effective hedge and accordingly, there is no impact to the Company's consolidated statements of operations. At December 31, 2016, it was determined that the fair value of this instrument was not significant and therefore is not recorded on the balance sheet as a liability nor is the change in value reflected through (“AOCI”) as of December 31, 2016. The instrument will be evaluated on a quarterly basis going forward and resulting increases/decreases will be recorded as a component of (“AOCI”) and reclassified to the consolidated statement of operations as interest is paid. Cash flows from the interest rate swap are to be included in operating activities on the consolidated statement of cash flows. For further information on derivative instruments and hedging activities, see Note G to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Series A Redeemable Convertible Preferred Stock The Company has classified the Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) as temporary equity on the consolidated balance sheet due to certain deemed liquidation events that are outside the Company’s control. These events include the following: • • • Acquisition of 50% or more of the voting securities of the Company Consolidation, merger or corporate reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than 50% of the voting power immediately after the consolidation, merger or reorganization Sale, lease, license, transferor disposition of all or substantially all of the assets, technology or intellectual property of the Company We evaluated our Series A Preferred Stock upon issuance in order to determine classification as to permanent or temporary equity and whether or not the instrument contains an embedded derivative that requires bifurcation. This analysis followed the whole instrument approach which compares an individual feature against the entire instrument which includes that feature. This analysis was based on a consideration of the economic characteristics and risk of the Series A Preferred Stock. We evaluated all of the stated and implied substantive terms and features, including: (i) redemption (Purchase Call Option) on the Series A Preferred Stock allowing the Company to redeem the Series A Preferred Stock at any time, (ii) required redemption contingent if we raise capital, (iii) required redemption in the event of certain deemed liquidation events (in essence, any change in control of the Company), (iv) conversion (Written Call Option) on the underlying shares if after three years the stock trades at $8.00 for thirty trading days, and (v) conversion (Contingent Forward) on the underlying shares automatically at the ten year anniversary of the issue date. 77 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 As a result of this analysis, we concluded that the Series A Preferred Stock represented an equity host and, therefore, the redemption feature of the Series A Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument, however the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. We also concluded that the conversion rights under the Series A Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights features on the Series A Preferred Stock were not considered an embedded derivative that required bifurcation. Beneficial Conversion Feature The issuance of the Company's Series A Preferred Stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. We recognized this beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. NeoGenomics is accreting the discount over three years from the date of issuance through the earliest conversion date, which is three years. Accretion expense is recognized as dividend equivalents over the three year period. Upon redemption of any shares of preferred stock by the Company prior to any beneficial conversion feature being realized by the holder, the amount of beneficial conversion related to the number of shares redeemed that was accreted as dividends would be reversed, and the entire amount of beneficial conversion feature recorded in accumulated additional paid-in-capital would be reversed. Income Taxes We compute income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment and recognition of bad debts and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability for uncertain tax positions, if deemed necessary. We follow a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. During the years ended December 31, 2016, 2015 and 2014, we do not believe we had any significant uncertain tax positions nor did we have any provision for interest or penalties related to such positions. Stock-Based Compensation We measure compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. The fair value of awards to non-employees are then marked-to-market each reporting period until vesting criteria are met. We estimate the fair value of stock options and warrants using a trinomial lattice model. This model is affected by our stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of our common stock, and expected dividend 78 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using a trinomial lattice simulation model. Risk-free Interest Rate: We base the risk-free interest rate used in the trinomial lattice valuation method on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, we use the nearest interest rate from the available maturities. Expected Stock Price Volatility: We use our own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we have assumed a 0% dividend yield in valuing our stock-based awards. Tax Effects of Stock-Based Compensation We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. Net Income (loss) per Common Share We have adopted the two class method of calculating earnings (loss) per share, due to the issuance of the Series A Preferred Stock in December 2015. Under this method, when we have a net loss, we will not allocate the net loss to the holders of the Series A Preferred Stock (our participating shareholders) as they do not have a contractual obligation to share in losses. Under this method, when we have net income, we will compute net income per share using the weighted average number of common shares outstanding during the applicable period plus the weighted average number of preferred shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. Calculations of net income per share are done using the treasury stock method. Recently Adopted and Issued Accounting Guidance Adopted In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes. The standard update was issued to simplify the presentation of deferred income taxes and required deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for fiscal years and interim periods within those fiscal years, beginning after December 31, 2016. Earlier application is permitted as of the beginning of an interim or annual period. The Company early adopted this ASU on January 1, 2016 and applied the amendments retrospectively to all deferred tax liabilities and assets presented. The effect of the adoption on the Consolidated Balance Sheets for December 31, 2016 and December 31, 2015, was the offset of long term deferred tax liabilities by current deferred tax assets of $1,248,900 and $16,668,000, respectively. In September 2015, the FASB issued ASU 2015-16, Business Combinations. The standard update was issued to simplify the accounting for measurement period adjustments. The update requires that adjustments to provisional amounts identified during the measurement period be recognized in the period determined. The effect of these adjustments on current earnings that would have been related to previously reported earnings is required to be disclosed. ASU 2015-16 is effective for fiscal years and interim periods within those fiscal years, beginning after December 31, 2015. The update should be applied prospectively to adjustments that occur after the effective date of this update. The Company adopted this ASU on January 1, 2016, and has finalized the valuation of assets acquired and liabilities assumed in the Clarient acquisition as of December 31, 2016. The adoption of this ASU did not have a material effect on Company’s earnings for the period ended December 31, 2016. 79 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Issued In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 have a material effect on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The update requires excess tax benefits and tax deficiencies to be recorded directly through earnings as a component of income tax expense. Under current GAAP, these differences are generally recorded in additional paid-in capital and thus have no impact on net income. The change will also impact the computation of diluted earnings per share, and the cash flows associated with those items will be classified as operating activities on the condensed statements of consolidated cash flows. Entities will be permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required under current GAAP, or recognized when they occur. ASU 2016-09 is effective for periods beginning after December 15, 2016 and interim periods within those periods. As a result of the adoption of this standard, we anticipate recording a deferred tax asset on the consolidated balance sheet in the amount of approximately $6.5 million. In February 2016, the FASB issued “ASU” 2016-02, Leases. This standard update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities, including for operating leases, on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this ASU will result in an increase on the balance sheet for lease liabilities and right to use assets. The Company is currently evaluating the quantitative impact that adopting ASU 2016-02 will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers. This standard update calls for a number of revisions in the revenue recognition rules. In August 2015, the FASB deferred the effective date of this ASU to the first quarter of 2018, with early adoption permitted beginning in the first quarter of 2017. The ASU can be applied using a full retrospective method or a modified retrospective method of adoption. The Company expects to adopt this ASU in the first quarter of 2018 using a full retrospective method of adoption. The Company is currently reviewing this update in order to determine the effect the adoption will have on our consolidated financial statements. Note C – Property and Equipment, Net Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): Equipment Leasehold improvements Furniture and fixtures Computer hardware and office equipment Computer software Assets not yet placed in service Subtotal Less accumulated depreciation and amortization Property and equipment, net 2016 2015 Estimated Useful Lives in Years $ $ 29,220 10,550 4,315 8,268 5,346 3,439 61,138 (27,102 ) 34,036 $ $ 34,040 9,349 4,398 5,175 7,717 432 61,111 (26,534 ) 34,577 3-7 2-5 7 3 2-3 — Depreciation and amortization expense on property and equipment, including leased assets in each period was as follows (in thousands): Depreciation and amortization expense $ 15,937 $ 6,730 $ 5,345 2016 For the years ended December 31, 2015 2014 80 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 In our consolidated statements of operations, we recorded approximately $11,751, $4,238 and $3,516 of depreciation and amortization in cost of revenue for the years ended December 31, 2016, 2015 and 2014, respectively, and we recorded $4,186, $2,492 and $1,829 of depreciation and amortization in general and administrative expenses for the years ended December 31, 2016, 2015 and 2014, respectively. Property and equipment under capital leases, included above, consists of the following at December 31, 2016 and 2015 (in thousands): Equipment Furniture and fixtures Computer hardware Computer software Leasehold improvements Subtotal Less accumulated depreciation and amortization Property and equipment under capital leases, net Note D – Acquisitions Clarient 2016 2015 $ $ 13,109 1,081 5,178 514 69 19,951 (9,481 ) 10,470 $ $ 13,655 1,250 2,846 651 99 18,501 (9,047 ) 9,454 On December 30, 2015 (“the acquisition date”), the Company acquired from GE Medical Holding AB (“GE Medical”), a subsidiary of General Electric Company (“GE”), all of the issued and outstanding shares of common stock of Clarient, Inc., (“Clarient”) a wholly owned subsidiary of GE Medical, for a purchase price consisting of (i) cash consideration of approximately $73.8 million, which includes an approximately $6.7 million estimated working capital adjustment and adjustments for estimated cash on hand and estimated indebtedness of Clarient on the Closing Date, (ii) 15,000,000 shares of NeoGenomics’ common stock, and (iii) 14,666,667 shares of NeoGenomics’ Series A Preferred Stock pursuant to the Stock Purchase Agreement. The cash consideration paid as part of the purchase price was funded through the following: • • • The Company paid approximately $10.7 million using cash on hand Approximately $9.5 million, net of transaction costs was funded using the revolving credit facility Approximately $53.6 million, net of transaction costs was funded using the term loan On December 21, 2015 shareholders approved and on December 28, 2015, NeoGenomics filed with the Secretary of State of the State of Nevada amendments to its Articles of Incorporation to increase the authorized number of shares of common stock from 100.0 million shares to 250.0 million shares and to increase the authorized number of shares of preferred stock from 10.0 million shares to 50.0 million shares in order to fund the common and preferred stock portion of the purchase price. The Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient. The common stock includes restrictions imposed on the holder in the Investor Board Rights, Lockup and Standstill Agreement. We estimated the fair value of the common stock consideration using inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumption in the fair value determination was a 15 percent discount due to lack of marketability of the common stock as a result of the restrictions imposed on the holder. The acquisition date fair value of common stock transferred is calculated below ($ in thousands, except share and per share amounts): Common Stock Valuation Shares of common stock issued as consideration Stock price per share on closing date Value of common stock issued as consideration Issue discount due to lack of marketability Fair value of common stock at December 30, 2015 81 Amount 15,000,000 8.04 120,600 (18,090 ) 102,510 $ $ $ $ NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient. The rights of the Series A Preferred Stock are described in Note H-Class A Redeemable Convertible Preferred Stock. We estimated the fair value of the Series A Preferred Stock consideration using significant inputs not observable in the market and thus represents a Level 3 measurem ent as defined in ASC 820. The fair value of the Series A Preferred Stock at the acquisition date was $73.2 million or $4.99 per share. This fair value was further reduced by the intrinsic value assigned to the beneficial conversion feature to arrive at a carrying amount of $28.6 million. In December of 2016, we redeemed 8,066,667 shares of the Series A Preferred Stock, leaving 6,600,000 shares outstanding at December 31, 2016. On a fully diluted basis, assuming full conversion of the Series A Preferred Stock, GE Medical would have owned approximately 32% of NeoGenomics at the date of issuance and approximately 25% as of December 31, 2016, after the redemption of shares. In addition, pursuant to the Investor Board Rights, Lockup and Standstill Agreement, NeoGenomics was required to appoint a director designated by GE Medical Systems to the Board. The following table summarizes the final amounts for the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): December 30, 2015 (As Initially Reported) Measurement Period Adjustments December 30, 2015 (Final) Current assets, including cash and cash equivalents of $890 Property and equipment Identifiable intangible assets – customer relationships Goodwill Total assets acquired Current liabilities Deferred tax liability Long-term liabilities Net assets acquired $ $ 31,978 $ 19,241 84,000 143,493 278,712 (12,631 ) (17,904 ) (103 ) 248,074 $ 672 $ (64 ) - 598 1,206 188 (964 ) - 430 $ 32,650 19,177 84,000 144,091 279,918 (12,443 ) (18,868 ) (103 ) 248,504 The measurement period adjustments were complete as of December 30, 2016. Of the $84.0 million of acquired intangible assets, $81.0 million was assigned to customer relationships which are being amortized over fifteen years and $3.0 million was assigned to trade names which are being amortized over two years. We recorded approximately $7.3 million and $36 thousand of amortization expense for the years ended December 31, 2016 and 2015. The goodwill arising from the acquisition of Clarient includes revenue synergies as a result of our existing customers and Clarient’s customers having access to each other’s testing menus and capabilities and also from the new product lines which Clarient adds to the Company’s product portfolio. None of the goodwill is expected to be deductible for income tax purposes. The fair value of accounts receivable acquired is approximately $28.8 million. The Company recognized acquisition related transaction costs of approximately $4.7 million during the year ended December 31, 2015. These costs include due diligence, legal, consulting and other transaction related expenses associated with the acquisition of Clarient. These expenses were included in general and administrative expenses in our consolidated statements of operations for the year ended December 31, 2015. The amount of revenue and earnings of Clarient since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2015 are as follows (in thousands): Revenue Gross Margin Net Income For the period December 30, 2015 through December 31, 2015 $ $ $ 665 297 26 82 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results. Revenue Net (loss) attributable to common stockholders (Loss) per share Basic Diluted $ $ Years ended December 31, (unaudited) 2015 2014 216,029 $ (71,365 ) (0.94 ) $ 75,526 75,526 214,293 (34,084 ) (0.50 ) 68,483 68,483 The unaudited pro forma consolidated results during the years ended December 31, 2015 and 2014 have been prepared by adjusting our historical results to include the Acquisition as if it occurred on January 1, 2014. These unaudited pro forma consolidated historical results were then adjusted for the following: • • • • • • • Remove transaction expenses from the year ended December 31, 2015 and record them in the year ended December 31, 2014 Adjustments to reflect amortization and depreciation expense associated with the acquired assets, partially offset by the elimination of the amortization and depreciation expense associated with Clarient’s historical assets. Removal of costs associated with MultiOmyx, assets not acquired in the transaction, and to record royalty fees due to GE Medical for continued use of the MultiOmyx product. Remove general and administrative expenses related to a Lab Services Agreement with the Saudi Arabian National Guard Health Affairs, as GE Medical will retain this agreement. Record interest expense under the Credit Facilities and amortization of financing costs classified as interest expense. Remove royalty costs associated with the use of the GE brand as NeoGenomics will discontinue the use of the GE brand. Accrue for dividends on the Series A Preferred stock and to amortize a portion of the beneficial conversion feature As noted above, the unaudited pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Note E – Intangible Assets As a result of the acquisition of Clarient in December 2015, see Note D, we recorded $84.0 million in intangible assets comprised of $81.0 million in customer relationships amortized over a fifteen year period and $3.0 million in trade name which we are amortizing over a two year period. Previously, we acquired Path Logic in July 2014 and recorded $1.93 million in customer relationships as an intangible asset. We were amortizing these customer relationships over a thirteen year period. In 2016, the Company determined that the Path Logic customer relationship asset was impaired and recorded an impairment loss in the amount of approximately $1.6 million. On January 6, 2012, we entered into a Master License Agreement (the “License Agreement”) with Health Discovery Corporation, a Georgia corporation (“HDC”). We were granted an exclusive worldwide license to certain of HDC’s “Licensed Patents” and “Licensed Know-How” (as defined in the License Agreement). The License Agreement allows us, among other things, to develop and sell, without limitation, any gene, gene-product or protein-based LDTs using HDC’s technology in the Field and provides for sublicensing rights and the assignment of the License Agreement, in whole or in part, in our sole discretion. The License Agreement further provides us with access to certain HDC personnel and consulting resources in the fields of mathematics and in genetic and molecular test development. The Licensed Know-How also includes, among other things, certain tests, algorithms and computer software which have already been developed by HDC. We have not made any milestone payments to HDC as of December 31, 2015. In 2016, the Company determined that this asset was impaired and recorded an impairment loss in the amount of $1.9 million. 83 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Intangible assets as of December 31, 2016 and 2015 consisted of the following (in thousands): Trade Name Customer Relationships Support Vector Machine (SVM) technology Laboratory developed test (LDT) technology Flow Cytometry and Cytogenetics technology Total Trade Name Customer Relationships Support Vector Machine (SVM) technology Laboratory developed test (LDT) technology Flow Cytometry and Cytogenetics technology Total December 31, 2016 Amortization Period Cost Accumulated Amortization Impairment Net 24 months $ 156-180 months 108 months 164 months 202 months $ 3,000 $ 82,930 500 1,482 1,000 88,912 $ 1,508 $ 5,796 269 524 287 8,384 $ - $ 1,562 231 958 713 3,464 $ 1,492 75,572 - - - 77,064 Amortization Period Cost December 31, 2015 Accumulated Amortization 24 months $ 3,000 $ 156-180 months 108 months 164 months 202 months $ 82,930 500 1,482 1,000 88,912 $ 8 $ 247 213 416 228 1,112 $ Net 2,992 82,683 287 1,066 772 87,800 The Company recorded amortization expense of intangible assets in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2015 2016 2014 Amortization of intangible assets $ 7,272 $ 412 $ 295 The Company recorded amortization expense from customer relationships as a general and administrative expense. The amortization expense for the Support Vector Machine (SVM) technology, the Laboratory developed tests (LDT) technology and the Flow Cytometry and Cytogenetics technology intangibles has been recorded as research and development expense as we have not had products, services or cost savings directly attributable to these intangible assets that would require that it be recorded in cost of goods sold. The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2016 is as follows (in thousands): Years Ending December 31, 2017 2018 2019 2020 2021 Thereafter Total As of December 31, 6,892 5,400 5,400 5,400 5,400 48,572 77,064 $ $ 84 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Note F – Debt The following table summarizes the long term debt at December 31, 2016 and 2015 (in thousands): Term Loan Facility Revolving Credit Facility Capital leases/loans Total Debt Less: Debt issuance costs Less: Current portion of long-term debt Total Long-Term Debt, net Term Loan 2015 2016 2015 $ $ $ 75,000 22,900 10,471 108,371 (2,202 ) (8,733 ) 97,436 $ $ $ 55,022 - 9,705 64,727 (2,217 ) (5,134 ) 57,376 On December 30, 2015, the Company entered into a Term Loan and Guaranty Agreement (the “Term Loan Facility”) for which AB Private Credit Investors LLC was to act as the administrative agent and collateral agent. The agreement provided for $55.0 million of borrowings. On December 31, 2015, the Company had current outstanding borrowings of $550 thousand and long-term outstanding borrowings of $52.3 million, net of unamortized debt issuance costs of $2.2 million. The Term Loan Facility was retired on December 22, 2016. In association with the early termination of debt, we incurred a fee of $1.1 million, this fee was recorded as interest expense in the consolidated statement of operations as of December 31, 2016. In addition, we accelerated the amortization of debt issuance costs associated with this debt which resulted in additional expense of $2.8 million which is included in interest expense at December 31, 2016. The interest rate for borrowings under the Term Loan Facility was, at NeoGenomics Laboratories’ election, (i) (A) a base rate equal to the greatest of 4%, the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1%, plus (B) an initial applicable margin of 6% , or (ii) the (A) LIBOR rate for interest periods from one to twelve months, plus (B) an initial applicable margin of 7%, with a minimum LIBOR of 1.00%. Interest on borrowings under the facility will be reduced to Base Rate plus 5.5% or LIBOR plus 6.50% upon the later of (i) NeoGenomics’ achieving maximum total leverage of less than 2.0 to 1.0 and (ii) January 1, 2017. NeoGenomics and all of its present and future subsidiaries (other than NeoGenomics Laboratories) were guarantors under the Term Loan Facility. The Term Loan Facility contains the following financial covenants: (i) maintenance of a maximum total leverage ratio of 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), and (ii) maintenance of a minimum consolidated fixed charge coverage ratio of 1.10 to 1.0 (stepping up over time to 1.25 to 1.0). These Company was in compliance with all such covenants at December 22, 2016. The Term Loan Facility also contained various affirmative and negative covenants, such as the delivery of financial statements, tax authority compliance, maintenance of property, limitations on additional debt, restriction of dividends and other standard clauses. The Term Loan Facility had a maturity of five years. In addition, the Term Loan Facility provided for annual amortization payments in an amount equal to 1.0% of the original principal amount of the term loan, paid in quarterly installments, and mandatory prepayments with (i) proceeds of certain assets sales and recovery events, (ii) proceeds of certain debt issuances, (iii) proceeds of certain extraordinary receipts, as defined, (iv) a portion of certain tax refunds and insurance proceeds, and (v) a portion of excess cash flow as defined. Term Loan 2016 On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million term loan facility (the “Term Loan Facility”). The Credit Agreement also provides incremental facility capacity of $50 million, subject to certain conditions. On December 31, 2016, the Company had current outstanding borrowings under the Term Loan of approximately $3.7 million and long-term outstanding borrowings of approximately $70.1 million, net of unamortized debt issuance costs of $1.1 million. These costs were recorded as a reduction in the carrying amount of the related liability and are being amortized over the life of the loan. 85 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The Term Loan Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio (as defined in the Credit Agreement). Interest on borrowings under the Revolving Credit Facility is payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of Adjusted LIBOR loans. The Company entered into an interest rate swap agreement to hedge against changes in the variable rate of a portion of this debt. See Note G-Derivative Instruments and Hedging Activities for more information on this instrument. The Term Loan Facility and amounts borrowed under the Revolving Credit Facility are secured on a first priority basis by a security interest in substantially all of the tangible and intangible assets of NeoGenomics Laboratories and the Guarantors. The Term Loan Facility contains various affirmative and negative covenants including ability to incur liens and encumbrances; make certain restricted payments, including paying dividends on its equity securities or payments to redeem, repurchase or retire its equity securities; enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with its affiliates, and materially alter the business it conducts. In addition, the Company must meet certain maximum leverage ratios and fixed charge coverage ratios as of the end of each fiscal quarter commencing with the quarter ending March 31, 2017. The Company was in compliance with all required covenants as of December 31, 2016. The Term Loan Facility has a maturity date of December 21, 2021. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (as defined), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty. Auto Loans The Company has auto loans with various financial institutions. The auto loan terms range from 36-60 months and carry interest rates from 0% to 5.2%. Capital Leases The Company has entered into capital leases to purchase laboratory and office equipment. These leases expire at various dates through 2020 and the weighted average interest rate under such leases was approximately 6.03% at December 31, 2016. Most of these leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. Property and equipment acquired under capital lease agreements, see Note C, are pledged as collateral to secure the performance of the future minimum lease payments. 86 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Maturities of Long-Term Debt Maturities of long-term debt at December 31, 2016 are summarized as follows (in thousands): Debt Capital Lease Obligations & Car Loans 2017 2018 2019 2020 2021 Less: Interest on capital leases Less: Current portion of long-term debt Less: Debt issuance costs Long-term debt, net Revolving Credit Facility 2015 $ $ $ 3,750 3,750 5,625 5,625 79,150 97,900 - 97,900 (3,750 ) (2,202 ) 91,948 $ $ $ $ Total Long Term Debt 9,211 7,437 7,573 5,738 79,150 109,109 (738 ) 108,371 (8,733 ) $ $ (2,202 ) 97,436 5,461 3,687 1,948 113 - 11,209 (738 ) 10,471 (4,983 ) - 5,488 On December 30, 2015, the Company entered into a Revolving Credit Facility for which Wells Fargo Bank, N.A., was to act as the administrative agent. The Revolving Credit Facility provided for up to $25.0 million of revolving loans and a letter of credit subfacility for $1.0 million. Borrowings under the revolver and the letter of credit subfacility were limited to a borrowing base comprised of 85% of the expected net value of certain billed and unbilled accounts receivable less reserve amounts established by Wells Fargo Bank, N.A. The interest rate for borrowings under the Revolving Credit Facility was, at NeoGenomics Laboratories’ election, (i) (A) a base rate equal to the greatest of the prime rate, the federal funds rate plus 0.5% and the three month LIBOR rate plus 1%, plus (B) an applicable margin ranging from 2.0% to 2.5%, or (ii) the (A) LIBOR rate plus (B) an applicable margin ranging from 3.0% to 3.5%. NeoGenomics will also pay 0.25% per year on any unused portion of the revolver. NeoGenomics was a guarantor under the Revolving Credit Facility. All of NeoGenomics’ present and future subsidiaries (including NeoGenomics Laboratories) were borrowers under the Revolving Credit Facility. The Revolving Credit Facility contained the following financial covenants: (i) maintenance of a maximum total leverage ratio (funded indebtedness (including the outstanding amounts under the Credit Facilities), plus capitalized lease obligations, divided by EBITDA) of not more than 4.0 to 1.0 (stepping down over time to 3.25 to 1.0), (ii) maintenance of a minimum consolidated fixed charge coverage ratio (EBITDA less capital expenditures not financed with debt or certain equity), divided by the sum of cash interest expense, scheduled payments and mandatory prepayments of principal on indebtedness, taxes and restricted payments) of at least 1.1 to 1.0 (stepping up over time to 1.25 to 1.0) and (iii) maintenance of a minimum cash velocity equal to or greater than 80%. These covenants were effective beginning with the quarter ending March 31, 2016. The Revolving Credit Facility also contained various affirmative and negative covenants, such as the delivery of financial statements, tax authority compliance, maintenance of property, limitations on additional debt, restriction of dividends and other standard clauses. The Revolving Credit Facility had a maturity of five years, maturing on December 30, 2020. In addition, the Revolving Credit Facility provided for mandatory prepayment in the event that the borrowing base was less than the aggregate amount of the advances outstanding under the revolver and any letters of credit, which prepayment would be equal to the amount necessary to remedy the over-advance. On December 31, 2015, the company had outstanding borrowings under the Revolving Credit Facility of approximately $8.9 million, net debt acquisition costs of approximately $1.1 million. There was approximately $15 million in available credit under the Revolving Credit Facility to be drawn upon as needed. The Revolving Credit Facility Term Loan Facility entered into on December 30, 2015 was retired on December 22, 2016. 87 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Revolving Credit Facility 2016 On December 22, 2016, the Company entered into a Credit Agreement with Regions Bank as administrative agent and collateral agent. The Credit Agreement provided for a $75.0 million revolving credit facility (the “Revolving Facility”). On December 31, 2016, the Company had current outstanding borrowings of approximately $21.8 million, net of unamortized debt issuance costs of $1.1 million. The Revolving Credit Facility includes a $10 million swingline sublimit, with swingline loans bearing interest at the alternate base rate plus the applicable margin. Any principal outstanding under the Revolving Credit Facility is due and payable on December 21, 2021 or such earlier date as the obligations under the Credit Agreement become due and payable pursuant to the terms of the Credit Agreement. The Revolving Facility bears interest at a rate per annum equal to an applicable margin plus, at NeoGenomics Laboratories’ option, either (1) the Adjusted LIBOR rate for the relevant interest period, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus 0.5% per annum and (c) the one month LIBOR rate plus 1% per annum, or (3) a combination of (1) and (2). The applicable margin will range from 2.25% to 3.50% for Adjusted LIBOR loans and 1.25% to 2.50% for base rate loans, in each case based on NeoGenomics Laboratories’ consolidated leverage ratio. Interest on the outstanding principal of the Term Loan Facility will be payable on the last day of each month, in the case of each base rate loan, and on the last day of each interest period (but no less frequently than every three months), in the case of LIBOR loans. The Credit Agreement requires NeoGenomics Laboratories to mandatorily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility with (i) 100% of net cash proceeds from certain sales and dispositions, subject to certain reinvestment rights, (ii) 100% of net cash proceeds from certain issuances or incurrences of additional debt, (iii) beginning with the fiscal year ending December 31, 2017, 50% of excess cash flow (minus certain specified other payments), subject to a step down to 0% of excess cash flow if NeoGenomics Laboratories’ consolidated leverage ratio is no greater than 2.75:1.0 and (iv) 100% of net cash proceeds from issuances of permitted equity securities by NeoGenomics Laboratories made in order to cure a failure to comply with the financial covenants. NeoGenomics Laboratories is permitted to voluntarily prepay the Term Loan Facility and amounts borrowed under the Revolving Credit Facility at any time without penalty, subject to customary “breakage” costs with respect to prepayments of Adjusted LIBOR rate loans made on a day other than the last day of any applicable interest period. Note G – Derivative Instruments and Hedging Activities Cash Flow Hedges In December of 2016, the Company entered into an interest rate swap agreement to reduce our exposure to interest rate fluctuations on our variable rate debt obligations. This derivative financial instruments is accounted for at fair value as a cash flow hedge which effectively modifies our exposure to interest rate risk by converting a portion of our floating rate debt to a fixed rate obligation, thus reducing the impact of interest rate changes on future interest expense. We account for derivatives in accordance with FASB ASC Topic 815, see Note B-Summary of Significant Accounting Policies for more information on our accounting policy related to derivative instruments and hedging activities. Under this agreement, we receive a variable rate of interest based on LIBOR (as discussed in Note F), and we pay a fixed rate of interest at 1.59%. The interest rate swap agreement was effective as of December 30, 2016 and a termination date of December 31, 2019. As of December 31, 2016 and 2015, the total notional amount of the Company’s interest rate swaps were $50 million and $0 respectively. The fair value of the interest rate swap will be included in other long term assets or liabilities, when applicable. As of December 31, 2016, the fair value of the interest rate swap was not considered to be significant due to the short time the instrument was outstanding and the change in LIBOR over that time period, therefore, no amount is included on the balance sheet for this instrument. As the specific terms and notional amounts of the derivative financial instrument match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations. Gains and losses on this interest rate swap agreement will be recorded in accumulated other comprehensive income and will be reclassified to interest expense in the period during which the hedged transaction affects earnings. At December 31, 2016, there was no impact to AOCI as it was determined that there was not a significant change to record. The fair value of this instrument will be evaluated on a quarterly basis and adjusted accordingly. As of December 31, 2016, the Company estimates that it 88 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 will reclassify gains/losses on derivative instruments of $795,000 from accumulated other comprehensive income to earnings during the next twelve months as the anticipated cash flows occur. Note H – Class A Redeemable Convertible Preferred Stock On December 30, 2015, (Original Issue Date), the Company issued 14,666,667 shares of its Series A Redeemable Convertible Preferred stock (“Series A Preferred Stock”) as part of the consideration given to acquire all of the outstanding stock of Clarient Inc. (see Note D). The Series A Preferred Stock has a face value of $7.50 per share for a total liquidation value of $110 million. The Company recorded the Series A Preferred Stock on the Original Issue Date at fair value of approximately $73.2 million or $4.99 per share, net of the $36.8 million discount to the liquidation value. The $36.8 million discount relates to the rights and features (listed below) of the Series A Preferred Stock. Additionally, the fair value of the common stock into which the Series A Preferred Stock was convertible at the Original Issue Date exceeded the allocated purchase price fair value of the Series A Preferred Stock by approximately $44.7 million on the date of issuance, resulting in a beneficial conversion feature (“BCF”). The Original Issue Date fair value of $73.2 million was further reduced by $44.7 million allocated to the value of the BCF, resulting in a carrying value on Original Issue Date of $28.5 million. The Series A Preferred Stock will accrue dividends at an increasing rate as described in “—Dividends” below. Since the dividends accrue at an escalating rate the Company records deemed dividends using the effective interest method starting from the Original Issue Date. The Company classified the Series A Preferred Stock as temporary equity on the consolidated balance sheets due to certain change in control events that are outside the company’s control, including deemed liquidation events described in in “—Liquidation, Dissolution or Winding-up; Liquidation Preference” below. On December 22, 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock for $55.0 million in cash. The redemption amount per share equaled $6.8181825 ($7.50 minus the liquidation discount of 9.0909%). At December 31, 2016, following the redemption, 6,600,000 shares of Series A Preferred Stock were outstanding. The shares of Series A Preferred Stock have the following rights and features: Rank The Series A Preferred Stock ranks senior to all other classes and series of our capital stock, including our common stock and other series of preferred stock (collectively, “Junior Stock”) that we may issue in the future, including with respect to dividend and other distribution rights or rights upon a liquidation event as defined. Voting Rights Each holder of Series A Preferred Stock has such number of votes for each share of Series A Preferred Stock held of record by such holder on an as-converted (into common stock) basis, on each matter upon which holders of common stock have the right to vote and will vote together with the holders of common stock (and any other class or series which may be similarly entitled to vote) as one class on all matters upon which holders of common stock have the right to vote, and not as a separate class or series other than as set forth below. In addition to any other vote of our stockholders required under applicable law, if any shares of Series A Preferred Stock remain outstanding at any point in time, the affirmative vote or written consent of the holders of at least a majority of the then issued and outstanding shares of Series A Preferred Stock, voting together as a single class, will be required for us to effect any corporate action (whether taken by amendment, merger, consolidation or otherwise) to: • • • • increase or decrease the authorized number of shares of Series A Preferred Stock; create or authorize the creation of or issue any equity security, including any security convertible into or exchangeable for any equity security, of any other class or series having rights, preferences or privileges ranking on parity with or senior to or prior to the Series A Preferred Stock; change the powers, designations, preferences, limitations, restrictions, voting or other rights of the Series A Preferred Stock set forth in the Certificate of Designations; alter or amend any provision of our Articles of Incorporation or Bylaws in a manner adverse to the rights of the Series A Preferred Stock set forth in the Certificate of Designations; 89 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 • • • • redeem, repurchase or otherwise acquire any Junior Stock, except for repurchases of Junior Stock held by our employees, independent contractors, consultants or medical doctors upon termination of their employment or services pursuant to employment agreements, consulting agreements or settlement agreements providing for such repurchase; issue any additional shares of Series A Preferred Stock, except as required pursuant to the terms of the Certificate of Designations; effect an exchange, reclassification or cancellation of all or part of the Series A Preferred Stock; or change the Series A Preferred Stock into the same or a different number of shares, with or without par value, of the same or another class. Dividends Commencing on the one year anniversary of the first date on which shares of Series A Preferred Stock are issued (the “Original Issue Date”) and ending on the date on which the Series A Preferred Stock automatically converts as described in “ —Automatic Conversion” below, in the event that any shares of Series A Preferred Stock remain issued and outstanding, dividends (the “PIK Dividends”) on each share of Series A Preferred Stock will accrue quarterly in arrears on the last day of each March, June, September and December, and in kind in an amount of shares of Series A Preferred Stock equal to (a) the product of the PIK Dividend rate described in the table below for the period indicated, multiplied by the then effective Liquidation Preference, as defined, per share of Series A Preferred Stock, divided by (b) four. For the Period: Commencing on the Original Issue Date and ending on the 1 st anniversary of the Original Issue Date Commencing on the day after the 1 st anniversary of the Original Issue Date and ending on the 4 th anniversary of the Original Issue Date Commencing on the day after the 4 th anniversary of the Original Issue Date and ending on the 5 th anniversary of the Original Issue Date Commencing on the day after the 5 th anniversary of the Original Issue Date and ending on the 6 th anniversary of the Original Issue Date Commencing on the day after the 6 th anniversary of the Original Issue Date and ending on the 7 th anniversary of the Original Issue Date Commencing on the day after the 7 th anniversary of the Original Issue Date and ending on the 8 th anniversary of the Original Issue Date Commencing on the day after the 8 th anniversary of the Original Issue Date and ending on the 9 th anniversary of the Original Issue Date Commencing on the day after the 9 th anniversary of the Original Issue Date and ending on the date of automatic conversion PIK Dividend Rate per Annum in Effect 0.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% The PIK Dividends are cumulative and accrue whether or not they have been earned or declared and whether or not there are profits, surplus or other funds of NeoGenomics legally available for the payment of PIK Dividends. On December 31 of each year, beginning on the first anniversary of the Original Issue Date and ending on the date on which the Series A Preferred Stock automatically converts as described in “—Automatic Conversion” below, all PIK Dividends which have accrued on a share of Series A Preferred Stock outstanding during such calendar year (or such shorter period in the case of the initial period) will be added to the then effective Liquidation Preference of such share of Series A Preferred Stock. In the event of a redemption or conversion of the Series A Preferred Stock or a Liquidation Event on any date other than December 31 of any calendar year, the redemption amount payable upon a redemption, the Liquidation Preference and the shares of Series A Preferred Stock so convertible in connection therewith, as applicable, will be increased by PIK Dividends in an amount equal to the Liquidation Preference multiplied by the product of (a) the PIK Dividend rate in effect for such year reflected in the table above, and (b) the quotient of (x) the number of calendar days elapsed from January 1 of such year to the date of consummation of such redemption, conversion or Liquidation Event, as applicable, divided by (y) 360. If, on account of an increase in the Liquidation Preference of a share of Series A Preferred Stock pursuant to the preceding paragraph, any holder of Series A Preferred Stock would be prohibited by any applicable law, rule or regulation from holding its Series A Preferred Stock or converting all of its Series A Preferred Stock at the then effective conversion price, without receiving the consent of any governmental authority that has not been obtained at such time, then the Liquidation Preference will not be increased, and such 90 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 PIK Dividend will be paid in cash in lieu of such increase in the Liquidation Preference. If the condition set forth above ceases to exist prior to the date of an optional conversion or the date of the automatic conversion of the Series A Preferred Stock, the Liquidation Preference will be increased to such Liquidation Preference that would then be in effect as if such condition had not existed. Had none of the 14,666,667 shares of Series A Preferred Stock been redeemed prior to automatic conversion into our common stock on the tenth anniversary of closing, we would have been required to issue an additional 10,775,454 shares of Series A Preferred Stock as PIK Dividends. If the remaining 6,600,000 shares of Series A Prefe rred Stock remains outstanding until the automatic conversion date we will be required to issue an additional 4,848,955 shares of Series A Preferred Stock as PIK Dividends prior to the automatic conversion. Liquidation, Dissolution or Winding-up; Liquidation Preference To the extent not prohibited by applicable law, upon the occurrence of any Liquidation Event, each holder of Series A Preferred Stock will be entitled to receive, prior and in preference to any distribution of any of the assets or funds of NeoGenomics to the holders of shares of Junior Stock out of the assets of NeoGenomics legally available therefor, whether such assets are capital, surplus or earnings, an amount, payable in cash, equal to $7.50 plus all declared and unpaid dividends thereon, including all accrued and unpaid PIK Dividends regardless of whether there has been any payment-in-kind with respect thereto and after giving effect to the second paragraph under “—Dividends”, in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and similar events with respect to such shares (the “Liquidation Preference”), for each share of Series A Preferred Stock held by such holder. “Liquidation Event” means any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and any Deemed Liquidation Event. A Deemed Liquidation Event includes any of the following: (a) the acquisition by any person other than a holder of Series A Preferred Stock or an affiliate thereof of 50% or more of our voting securities; (b) any consolidation or merger of NeoGenomics with or into any other corporation or other entity or person, or any other corporate reorganization, in which our stockholders immediately prior to such consolidation, merger or reorganization, own less than 50% of our voting power immediately after such consolidation, merger or reorganization; and (c) any sale, lease, license, transfer or other disposition of all or substantially all of the assets, technology or intellectual property of NeoGenomics, other than non-exclusive licenses granted in the ordinary course of our business. Automatic Conversion Each share of Series A Preferred Stock issued and outstanding as of the tenth anniversary of the Original Issue Date will automatically convert into fully paid and non-assessable shares of common stock. The number of shares of common stock to which a holder of Series Preferred Stock will be entitled upon conversion will be equal to the quotient of the then effective Liquidation Preference, divided by the then effective conversion price. The conversion price will be equal to $7.50, multiplied by the conversion rate, which will initially be equal to 1.0, but is subject to anti-dilution adjustments that may occur prior to the date of the automatic conversion. Optional Conversion by Holder At any time, from and after the third anniversary of the Original Issue Date, to the extent the VWAP of our common stock equals or exceeds $8.00 per share, as adjusted for any stock dividends, combinations, splits, recapitalizations and similar events with respect to shares of our common stock, for 30 consecutive trading days, any holder, upon written notice, will have the right to convert any or all shares of Series A Preferred Stock it owns into fully paid and non-assessable shares of common stock. The number of shares of common stock to which a holder of Series Preferred Stock will be entitled upon conversion will be equal to the quotient of the then effective Liquidation Preference, divided by the then effective conversion price, and the date upon which we receive the holder’s notice of conversion will be the effective date of any optional conversion. For purposes of the foregoing, “VWAP” means, as of any applicable date of determination, the volume weighted average per share price of shares of our common stock on the applicable trading day on the principal national securities exchange on which our common stock is listed or admitted to trading. Conversion Rate and Conversion Price The conversion price for the Series A Preferred Stock is $7.50 per share, multiplied by the then effective conversion rate. The conversion rate in effect for conversion of each share of Series A Preferred Stock into common stock is initially be 1.0, subject to adjustments for stock splits, reclassifications and certain distributions and as described under “—Reorganizations, Mergers and Consolidations ”. 91 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 No Fractional Shares We are not required to issue or cause to be issued fractional shares of common stock pursuant to any provision of the Certificate of Designations. If any fraction of a share of common stock would be issuable pursuant to the Certificate of Designations, the number of shares of common stock to be issued will be rounded up to the nearest whole share. Reorganizations, Mergers and Consolidations In case of any consolidation or merger of NeoGenomics with any other entity (other than a wholly owned subsidiary of NeoGenomics), or in case of any sale or transfer of all or substantially all of our assets, or in case of any share exchange pursuant to which all of the outstanding shares of common stock are converted into other securities or property of NeoGenomics, we will, prior to or at the time of such transaction, make appropriate provision or cause appropriate provision to be made so that holders of each share of Series A Preferred Stock then outstanding will have the right thereafter to convert such shares of Series A Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of common stock into which such share of Series A Preferred Stock could have been converted immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange. If in connection with any such consolidation, merger, sale, transfer or share exchange, each holder of shares of common stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, we will provide or cause to be provided to each holder of Series A Preferred Stock the right to elect the securities, cash or other assets into which the Series A Preferred Stock held by such holder will be convertible after consummation of any such transaction on the same terms and subject to the same conditions applicable to holders of the common stock. Prohibitions on Transfers No sale, exchange, delivery, assignment, transfer, disposal, encumbrance, pledge or hypothecation, whether voluntary, involuntary, by operation of law, or resulting from death, disability or otherwise may be made by a holder of any shares of Series A Preferred Stock without our express written consent, except that a holder may transfer shares of Series A Preferred Stock to an affiliate of such holder upon written notice to us. Amendments; Modifications No provision of the Certificate of Designations may be amended, except in a written instrument signed by NeoGenomics and holders of at least a majority of the shares of Series A Preferred Stock then outstanding. Redemption at the Option of the Company At any time, and from time to time, we may redeem for cash all, or any portion of, the outstanding Series A Preferred Stock at a price per share equal to the then effective Liquidation Preference, provided the aggregate amount redeemed at such time is not less than (a) from the Original Issue Date until the fourth anniversary thereof, $10.0 million and (b) thereafter, $5.0 million, and in each case only in $1.0 million increments above such amounts. The amount payable by us in the event of a redemption during the period from the Original Issue Date until the fourth anniversary thereof will be discounted as set forth below under “—Redemption Discounts”. Redemption at the Option of the Holder upon Future Capital Raise For so long as any shares of Series A Preferred Stock remain outstanding, in the event that we issue any other class or series of equity or common stock equivalents or any unsecured debt securities for cash consideration, we are required to apply at least 50% of the net cash proceeds from any such issuance to redeem shares of Series A Preferred Stock for cash at a redemption price per share equal to the then effective Liquidation Preference. Cash proceeds received by us in connection with the exercise of options, warrants or similar securities that we issued to our employees, directors independent contractors, consultants or medical doctors as compensation will not be applied to the redemption of shares of Series A Preferred Stock. The amount payable by us in the event of a redemption during the period from the Original Issue Date until the fourth anniversary thereof will be discounted as set forth below under “—Redemption Discounts”. 92 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Redemption Discounts Commencing on the Original Issue Date and ending on the fourth anniversary thereof, in the event that any shares of Series A Preferred Stock are redeemed, the amount payable by us for each share being redeemed will be reduced by an amount determined by multiplying the discount rate listed below for the period in which the redemption is consummated by the then effective Liquidation Preference before such discount is applied. For the Period: Commencing on the Original Issue Date and ending on the 1 st anniversary of the Original Issue Date Commencing on the day after the 1 st anniversary of the Original Issue Date and ending on the 2 nd anniversary of the Original Issue Date Commencing on the day after the 2 nd anniversary of the Original Issue Date and ending on the 3 rd anniversary of the Original Issue Date Commencing on the day after the 3 rd anniversary of the Original Issue Date and ending on the 4 th anniversary of the Original Issue Date Discount 9.0909% 6.8182% 4.5455% 2.2727% From and after the fourth anniversary of the Original Issue Date, no reduction will be made for any amount payable in connection with a redemption. The 10 year liquidation value of the Series A Preferred Stock is as follows (in thousands except share amounts): The fair value of the Series A Preferred Stock originally issued was being accreted to the ten year liquidation value of $190.8 million using an effective interest rate of approximately 10.06% as follows (in thousands): Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Anniversary of Closing Date - Original Issuance on 14,666,667 shares Carrying Value Deemed Dividends $ 73,200 7,360 $ 80,560 $ 80,560 $ 88,661 $ 97,576 $107,387 $118,185 $130,069 $143,147 $157,541 $173,382 8,101 $ 88,661 8,915 $ 97,576 9,811 10,798 $107,387 $118,185 11,884 $130,069 13,078 14,394 $143,147 $157,541 15,841 $173,382 17,434 $190,816 After redemption, the fair value of the remaining Series A Preferred Stock will be accreted to the ten year liquidation value of $85.9 million using an effective interest rate of approximately 10.06% as follows (in thousands): Year 1 Fair Value $ 32,940 Deemed Dividends 3,312 $ 36,252 Anniversary of Closing Date - Post Redemption on 6,600,000 shares remaining Year 8 Year 5 Year 2 $ 36,252 Year 3 Year 4 $ 39,897 $ 43,909 $ 48,324 Year 6 $ 53,183 Year 7 $ 58,531 $ 64,416 Year 9 $ 70,893 Year 10 $ 78,021 3,645 $ 39,897 4,012 $ 43,909 4,415 4,859 $ 48,324 $ 53,183 5,348 $ 58,531 5,885 6,477 $ 64,416 $ 70,893 7,128 $ 78,021 7,846 $ 85,867 93 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The fair value of the common stock into which the Series A Preferred Stock was convertible at the date of issuance exceeded the allocated purchase price fair value of the Series A Preferred Stock by approximately $44.7 million on the date of issuance, resulting in a beneficial conversion feature. The calculation of the Beneficial Conversion Feature at the Original Issue Date is as follows (in thousands except share and per share amounts): Issue date fair value Common shares the stock coverts into Effective conversion price Stock price on issue date Effective conversion price Excess fair value over conversion price $ $ $ $ $ 73,200 14,666,667 4.99 Common shares the stock converts into Excess fair value of stock over conversion price Value of beneficial conversion feature 8.04 4.99 Fair Value Value of Beneficial Conversion Feature 3.05 Carrying Value $ $ $ $ $ 14,666,667 3.05 44,720 73,200 (44,720 ) 28,480 After the redemption of 8,066,667 shares of the Series A Preferred Stock, the remaining BCF allocated to the 6,600,000 shares outstanding is approximately $20.1 million (6,660,000 * $3.05). Since the Series A Preferred Stock first becomes convertible three years from the Original Issuance Date the Company is recognizing the BCF as non-cash deemed dividends of approximately $6.7 million per year in each of the first three years the Series A Preferred Stock is outstanding. In addition to the BCF recorded at the Original Issue Date, we will be required to record additional BCF discounts upon the issuance of PIK shares issued quarterly, as dividends, starting after the first year from the Original Issue Date. After the early redemption, the face value of the remaining Series A Preferred Stock is $49.5 million and will receive 264,000 ($49.5 million * 4.0%) / $7.50) additional shares of Series A Preferred Stock for the first year dividends are payable. Using the same calculations as the table above, the additional 264,000 shares will be discounted by a BCF of approximately $0.8 million, which will be amortized to the income statement over the remaining period up to the earliest conversion date, which is three years from the Original Issue Date. 94 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The following table details the amounts recorded for the components of the Series A Preferred stock separately for the shares redeemed and for the shares remaining after redemption: Reconciliation of amounts recorded Shares of Series A Preferred Stock Face (conversion) value Issue discount Beneficial conversion feature Carrying value at Original Issue Date Deemed dividends expense recorded Amortization expense of BCF Carrying value pre-redemption Accelerate discount expense on redeemed shares Remove deemed dividends not payable on redeemed shares Remove BCF not realized by holder Add original amount of BCF back to Series A Preferred Stock from APIC Record cash paid at redemption of $55.0 million Carrying value after redemption at December 31, 2016 Cumulative impact on income statement Amounts from deemed dividends and discounts Amounts from BCF Original Issue Date 14,666,667 Redeemed Shares 8,066,667 Shares Remaining 6,600,000 Income Statement Impact $ $ $ 110,000 (36,800 ) (44,720 ) 28,480 7,360 14,988 50,828 $ $ $ 60,500 (20,240 ) (24,596 ) 15,664 4,048 8,244 27,956 18,973 (2,781 ) (8,244 ) 24,596 (60,500 ) - $ $ 49,500 (16,560 ) (20,124 ) 12,816 3,312 6,745 22,873 - - - - - 22,873 - - - - 7,360 14,988 22,348 18,973 (2,781 ) (8,244 ) - (5,500 ) - 24,796 18,051 6,745 To calculate any gain or loss realized on the redemption of the Series A Preferred Stock, the Company took the carrying value of the shares of Series A Preferred Stock before the redemption and added the amount of the beneficial conversion feature originally recorded with the redeemed shares and compared that total to the consideration being paid, in this case the $55 million. The following table summarizes the calculation of the net loss realized upon the redemption of the 8,066,667 shares of Series A Preferred Stock which agrees with the cumulative impact on the income statement in the table above. Calculation of loss on redemption Carrying value pre-redemption on shares redeemed Value of original BCF on redeemed shares Cash paid to redeem shares Loss on redemption of Series A Preferred Stock Income statement expense pre-redemption Plus: Loss on redemption of Series A Preferred Stock Cumulative income statement impact as of December 31, 2016 95 $ $ 27,956 24,596 52,552 55,000 (2,448 ) 22,348 2,448 24,796 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Note I – Income Taxes Significant components of the provision for income taxes for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Current: Federal State Total Current Provision Deferred: Federal State Total Deferred Provision (Benefit) 2016 2015 2014 $ $ $ $ (8 ) 39 31 (1,451 ) (281 ) (1,732 ) $ $ $ $ 56 101 157 (1,866 ) (245 ) (2,111 ) $ $ $ $ 113 44 157 - - A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2016, 2015 and 2014 is as follows: Federal statutory tax rate State income taxes, net of federal income tax benefit Non-deductible expenses Non-deductible stock options and warrants Non-deductible tax expense Prior year adjustments for stock compensation Other, net Valuation allowance Effective tax rate 2016 2015 2014 34.00 % 3.43 % (1.88 )% (13.37 )% 0.00 % — 0.73 % — 22.91 % 34.00 % 4.41 % (29.17 )% (10.24 )% 0.00 % (0.26 )% — % 49.49 % 48.23 % 34.00 % 3.37 % 5.89 % 4.00 % 8.79 % (27.93 )% — % (15.96 )% 12.16 % The prior year adjustments for stock compensation in the rate reconciliation for 2014 primarily relate to the recognition of deferred tax assets for non-qualified stock options from prior years, although such deferred tax assets would be fully reserved by a valuation allowance. At December 31, 2016 and 2015, our current and non-current deferred income tax assets and liabilities consisted of the following (in thousands): Deferred income tax assets (liabilities): Allowance for doubtful accounts Accrued vacation Other accruals Other Net operating loss carry-forwards AMT credit carry-forward Nonqualified stock options and warrants Accumulated depreciation and amortization Net deferred income tax liabilities 2016 2015 $ $ 340 759 84 66 12,222 144 1,264 (29,852 ) (14,973 ) $ $ 15,201 962 476 29 502 152 1,377 (34,440 ) (15,741 ) At December 31, 2016, 2015 and 2014, the Company had federal net operating loss carry forwards of approximately $50.6 million, $7.0 million and $8.2 million, respectively and state net operating loss carry forwards of approximately $22.6 million, $0.5 million and $2.3 million, respectively. The net operating loss amount differs from the recorded deferred tax asset due to the Company not recording the windfall benefit on the exercise of options. Assuming our net operating loss carry forwards are not disallowed because of certain “change in control” provisions of the Internal Revenue Code, these net operating loss carry forwards expire in various years beginning in the year ending December 31, 2029. 96 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. We previously established a valuation allowance to fully reserve our net deferred income tax assets as such assets did not meet the more likely than not recognition standard established by ASC Topic 740. As of December 31, 2015, due to an increase of deferred tax liabilities resulting from the acquisition of Clarient, management has determined that sufficient positive evidence exists to conclude that it is more likely than not that additional deferred taxes are realizable and therefore reduced the valuation allowance to zero. Our valuation allowance decreased by approximately $0, $2,240,800 and $174,000 during the years ended December 31, 2016, 2015 and 2014, respectively. We file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. For federal and state purposes, we have open tax years from the tax years ended December 31, 2008 to December 31, 2016. We are not currently subject to any ongoing income tax examinations. We have examined our current and past tax positions taken, and have concluded that it is more likely than not these tax positions will be sustained in the event of an examination and that there would be no material impact to our effective tax rate. As of December 31, 2016, 2015, and 2014, we had no unrecognized tax benefits. In the event interest or penalties will be accrued, our policy is to include these amounts related to unrecognized tax benefits in income tax expense. As of December 31, 2016, we had no accrued interest or penalties related to uncertain tax positions. Note J – Net Income (Loss) per Share The following table provides the computation of basic and diluted net income (loss) per share for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts): Net income (loss) Deemed dividends on preferred stock Amortization of preferred stock beneficial conversion feature Net income (loss) available to common stockholders Basic weighted average common shares outstanding Effect of potentially dilutive securities Diluted weighted average shares outstanding Basic net income (loss) per share attributable to common stockholders Diluted net income (loss) per share attributable to common stockholders 2016 (5,723 ) 18,011 6,663 (30,397 ) 77,542 - 77,542 (0.39 ) (0.39 ) $ $ $ $ Year Ended December 31, 2015 2014 $ $ $ $ (2,535 ) 40 82 (2,657 ) 60,526 - 60,526 (0.04 ) (0.04 ) $ $ $ $ 1,132 - - 1,132 53,483 2,533 56,016 0.02 0.02 We have adopted the two class method in calculating earnings per share as we have determined our preferred shares to be participating securities. Under this method, we have included in weighted average shares outstanding all of our preferred shares as we have assumed conversion to common shares. We have not allocated the net loss to our participating shareholders as they do not have a contractual obligation to share in losses. For the year ended December 31, 2016, there were $1.7 million options excluded from the calculation of diluted earnings per share as anti- dilutive. For the year ended December 31, 2015, there were 103,000 options excluded from the calculation of diluted earnings per share as anti-dilutive. For the year ended December 31, 2014, there were 400,000 options excluded from the calculation of diluted earnings per share as anti-dilutive. Note K – Stock Options, Stock Purchase Plan and Warrants Stock Option Plan On December 21, 2015, the board of directors of Parent (the “Board of Directors”) further amended the Amended and Restated Equity Incentive Plan (“the Amended Plan”), which amended and restated the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated effective as of October 31, 2006, April 16, 2013 and May 4, 2015. The Amended Plan 97 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The Amended Plan, which expires on October 15, 2025, provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 12,500,000. As of December 31, 2016 and 2015, option and stock awards for 5,136,110 and 5,326,505 shares, respectively, were outstanding, including 200,000 and 800,000 options, respectively, issued outside of the Amended Plan to Douglas VanOort, the Company’s Chairman and Chief Executive Officer. As of December 31, 2016 and 2015, a total of approximately 1,670,205 and 4,081,940 shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 - 10 years and generally vest over 3 or 4 years, but each grant’s expiration, vesting and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors. The fair value of each stock option award granted during the years ended December 31, 2016, 2015 and 2014 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions: Expected term (in years) Risk-free interest rate (%) Expected volatility (%) Dividend yield (%) Weighted average fair value/share at grant date 2016 1.0 – 4.5 2015 2.5 – 4.6 2014 3.0 – 4.6 1.1 % 54 % 0.0 % 2.23 $ 1.2 % 51 % 0.0 % $ 1.84 $ 1.0 % 50 % 0 % 1.50 The status of our stock options and stock awards are summarized as follows: Outstanding at December 31, 2013 Granted Exercised Canceled Outstanding at December 31, 2014 Granted Exercised Canceled Outstanding at December 31, 2015 Granted Exercised Canceled Outstanding at December 31, 2016 Exercisable at December 31, 2016 Number Of Shares 5,725,298 $ Weighted Average Exercise Price 760,500 (2,387,327 ) (86,375 ) 4,012,096 1,819,000 (492,091 ) (12,500 ) 5,326,505 2,617,526 (2,483,519 ) (324,402 ) 5,136,110 1,127,632 1.22 4.21 0.76 2.39 2.04 4.90 1.45 3.19 3.07 7.14 1.69 3.99 5.76 3.89 98 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Non-vested at December 31, 2015 Granted in 2016 Vested in 2016 Forfeited in 2016 Non-vested at December 31, 2016 Number of Options 2,718,221 2,617,526 (1,101,472 ) (225,797 ) 4,008,478 Weighted Average Grant Date Fair Value $ 2.22 2.23 2.08 1.48 2.09 The following table summarizes information about our options outstanding at December 31, 2016: Range of Exercise Prices ($) 1.47 – 3.00 3.01 – 4.00 4.01 – 5.00 5.01 – 6.00 6.01 – 7.00 7.01 – 9.47 Options Outstanding Weighted Average Remaining Contractual Life (Years) 0.26 1.91 3.23 3.35 4.05 4.34 3.51 $ Number Outstanding 243,500 440,084 1,771,999 78,000 647,500 1,955,027 5,136,110 Options Exercisable Weighted Average Remaining Contractual Life (Years) 0.25 1.88 3.14 2.94 3.58 3.94 2.21 $ Number Exercisable 241,000 265,127 576,337 21,000 9,168 15,000 1,127,632 Weighted Average Exercise Price 1.82 3.62 4.76 5.56 6.74 7.32 5.76 Weighted Average Exercise Price 1.81 3.61 4.72 5.47 6.59 7.85 3.89 As of December 31, 2016, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $14.5 million and the aggregate intrinsic value of currently exercisable stock options was approximately $5.3 million. The intrinsic value of each option share is the difference between the fair market value of NeoGenomics common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in- the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $8.57 closing stock price of NeoGenomics Common Stock on December 30, 2016, the last trading day of 2016. The total number of in-the-money options outstanding and exercisable as of December 31, 2016 was approximately 1.1 million. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $15,003,000, $2,470,000 and $8,882,000, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options was approximately $4,179,000, $714,000 and $1,807,000 for the years ended December 31, 2016, 2015 and 2014, respectively. The total fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was approximately $6,493,000, $3,347,000 and $1,139,000, respectively. The total fair value of option shares vested during the years ended December 31, 2016, 2015 and 2014 was approximately $2,165,000, $871,000 and $540,000. We recognize stock-based compensation expense over the vesting period using the straight-line basis over the awards’ requisite service periods for employees and variably for non-employees due to the market-to-market adjustments at the end of each reporting period. Stock compensation cost recognized for the years ended December 31, 2016, 2015 and 2014 related to stock options was approximately $4,978,000, $2,889,000 and $511,000, respectively. As of December 31, 2016, there was approximately $5,100,000 of total unrecognized stock-based compensation cost, related to unvested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 1.4 years. 99 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Employee Stock Purchase Plan Effective January 1, 2007, the Company began sponsoring an Employee Stock Purchase Plan (“ESPP”), under which eligible employees may purchase Common Stock, by means of limited payroll deductions, at a 5% discount from the fair market value of the Common Stock as of specific dates. In accordance with ASC Topic 718-50 Compensation – Stock Compensation – Employee Share Purchase Plans, the ESPP is considered non-compensatory and does not require the recognition of compensation cost because the discount offered to employees does not exceed 5%. Shares issued pursuant to this plan were 98,672, 73,958 and 90,285 for the years ended December 31, 2016, 2015 and 2014, respectively. Common Stock Warrants From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s credit facilities and sales of its common stock, and in connection with employment agreements and for compensation to directors. These warrants are valued using trinomial lattice pricing model and using the volatility, market price, strike price, risk-free interest rate and dividend yield appropriate at the date the warrants were issued. Stock compensation costs recognized for the years ended December 31, 2016, 2015 and 2014 was approximately $0, $0 and $51,000, respectively for warrants excluding the Albitar Warrants referenced below. On January 9, 2012 Dr. Maher Albitar was granted performance incentive warrants to purchase 200,000 shares of the Company’s common stock (the “Albitar Warrants”) at an exercise price per share of $1.43, which was the closing price per share on the last trading day prior to his start date. During the year ended December 31, 2016, all of the Albitar Warrants were fully vested and exercised. The warrants were scheduled to expire on January 9, 2017. On May 3, 2010, warrants to purchase 450,000 shares of common stock at an exercise price of $1.50 per share were granted to Mr. Steven C. Jones (see Note M). These warrants, which were subject to time and performance requirements, are fully vested as of December 31, 2016. These warrants were sold to a third party in September of 2016. Warrant activity is summarized as follows: Warrants outstanding, December 31, 2013 Granted Exercised Expired Cancelled Warrants outstanding, December 31, 2014 Granted Exercised Expired Cancelled Warrants outstanding, December 31, 2015 Granted Exercised Expired Cancelled Warrants outstanding, December 31, 2016 Warrants exercisable at December 31, 2016 100 Shares 1,358,333 — (458,333 ) (250,000 ) — 650,000 — — — — 650,000 — (200,000 ) — — 450,000 450,000 $ Weighted Average Exercise Price 1.24 — — — — 1.24 — — — — 1.48 — — — — 1.48 1.49 $ $ NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The number and weighted average grant-date fair values of warrants non-vested at the beginning and end of 2016, as well as options granted, vested and forfeited during the year was as follows: Non-vested at December 31, 2015 Granted in 2016 Vested in 2016 Forfeited in 2016 Non-vested at December 31, 2016 Number of Warrants 120,000 - (120,000 ) - - $ $ $ Weighted Average Grant Date Fair Value 1.43 - 1.43 - - At December 31, 2016, there were 450,000 warrants outstanding with an exercise price of $1.50. These warrants were issued on 5/3/2010 and expire on 5/2/2017. Note L – Commitments and Contingencies Operating Leases The Company leases its laboratory and office facilities under non-cancelable operating leases. These operating leases expire at various dates through December 2020 and generally require the payment of real estate taxes, insurance, maintenance, utility and operating costs. The Company has approximately 49,000 square feet of office and laboratory space at our corporate headquarters in Fort Myers, Florida. In addition, we maintain laboratory and office space in Aliso Viejo, West Sacramento, Fresno and Irvine, California; Nashville, Tennessee; Houston, Texas and Tampa, Florida. The following is a schedule of future minimum obligations under non-cancelable operating leases as of December 31, 2016 (in thousands): Years ending December 31, 2017 2018 2019 2020 2021 Thereafter Total minimum lease payments $ $ 3,129 2,195 2,003 2,058 492 226 10,103 Rent expense for the years ended December 31, 2016, 2015 and 2014 was approximately $4.2 million, $1.9 million and $1.7 million, respectively and is included in costs of revenues and in general and administrative expenses, depending on the allocation of work space in each facility. Certain of the Company’s facility leases include rent escalation clauses. The Company normalizes rent expense on a straight- line basis over the term of the lease for known changes in lease payments over the life of the lease. Purchase Commitments The Company has agreements in place to purchase a specified level of reagents from certain vendors. These purchase commitments expire at various dates through 2020. The purchase commitments as of December 31, 2016 are as follows (in thousands): Years ending December 31, 2017 2018 2019 2020 2021 Thereafter Total purchase commitments $ $ 1,294 942 838 378 - - 3,452 101 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Capital Lease Obligations The Company’s capital lease obligations expire at various times through 2020 and the weighted average interest rates under such leases approximated 6.03% at December 31, 2016. Some of our leases contain bargain purchase options that allow us to purchase the leased property for a minimal amount upon the expiration of the lease term. The remaining leases have purchase options at fair market value. See Note F-Debt for more information about future minimum lease payments under capital lease obligations, including those described above. Property and equipment acquired under capital lease agreements, see Note C-Property and Equipment, Net are pledged as collateral to secure the performance of the future minimum lease payments shown in Note F-Debt. Employment Contracts The agreements with our Chief Executive Officer, Chief Medical Officer, Clinical Services President, Vice President of Operations, Chief Information Officer and Chief Financial Officer contain some or all of the following: • • • Clauses that allow for continuous automatic extensions of one year unless timely written notice terminating the contract is provided to such officers (as defined in the agreements). Clauses that provide for accelerated vesting of the options granted pursuant to such agreements at the time of certain changes of control of the Company. Clauses that provided for 6-12 months of severance benefits in the event that such officers are terminated without “cause” (as defined in the agreements) by the Company. The base salaries for these officers in 2017 are expected to approximate $2.4 million. Note M – Related Party Transactions During the years ended December 31, 2016, 2015 and 2014, Steven C. Jones, a director of the Company, earned approximately $263,000, $261,500 and $257,500, respectively, for various consulting work performed in connection with his duties as an Executive Vice President and reimbursement of incurred expenses. Mr. Jones also earned $85,000, $578,900 and $177,500 as payment of bonuses for the periods indicated above. The bonus earned for the year ended December 31, 2015 was comprised of $500,000 in recognition of the services provided in connection with the Company’s acquisition of Clarient, Inc. and the related financing. This amount was paid to Aspen Capital Advisors, LLC (“Aspen’) for which Mr. Jones is a managing director, pursuant to a consulting agreement entered into between Aspen and the Company on November 11, 2015. The remaining $78,900 was earned as part of a management incentive plan. On April 20, 2016, the Company granted Steven C. Jones 100,000 stock options to purchase shares of parent common stock. The options were granted at a price of $7.15 per share and had a weighted average fair market value of $2.50 per option. The options vest ratably over the next three years on each anniversary date. These options were accounted for as granted to a non-employee as they relate to his services to the Company as a consultant. On May 4, 2015, the Company granted Steven C. Jones 100,000 stock options to purchase shares of parent common stock. The options were granted at a price of $4.78 per share and had a weighted average fair market value of $1.80 per option. The options vest ratably over the next three years on each anniversary date. 10,000 of the options were accounted for as granted to a Director of the Company, consistent with similar grants at that time to other Directors. The remaining 215,000 stock options have been accounted for as granted to a non- employee as they relate to his services to the Company as a consultant. On May 3, 2010, the Company entered into a consulting agreement (the “Consulting Agreement”) with Steven Jones (the “Consultant” or “Mr. Jones”) whereby Mr. Jones would continue to provide consulting services to the Company in the capacity of Executive Vice President of Finance. The Consulting Agreement has an initial term from May 3, 2010 through April 30, 2013, which initial term automatically renews for additional one year periods unless either party provides notice of termination at least three months prior to the expiration of the initial term or any renewal term. In addition, the Company has the right to terminate the Consulting Agreement by giving written notice to the Consultant the year prior to the effective date of termination. The Consultant has the right to terminate the Consulting Agreement by giving written notice to the Company three months prior to the proposed termination date, provided, however, the Consultant is required to provide an additional three months of transition services to the Company upon reasonable request by the Company. The Consulting Agreement specifies an annual base retainer compensation of $180,000 per year, which was subsequently increased to $210,000 per year in April 2012. Mr. Jones annual compensation was increased to $250,000 on January 1, 2013. Mr. Jones annual compensation was increased to $260,000 in March 2014. Mr. Jones is 102 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 also eligible to receive an annual cash bonus based on the achievement of certain performance metrics with a target of 30% of his base retainer. Such bonus is eligible to be increased to up to 150% of the target bonus in any fiscal year in which he meets certain performance thresholds established by the CEO of the Company and approved by the Board of Directors. On May 3, 2010, the Company also entered into a warrant agreement with the Consultant and it issued a warrant to purchase 450,000 shares of the Company’s common stock, wh ich were all vested as of December 31, 2016. On November 4, 2016, the Company entered into an amended and restated consulting agreement (the “Amended and Restated Consulting Agreement”) with Steven Jones (the “Consultant” or “Mr. Jones”). The Amended and Restated Consulting Agreement has an initial term of November 4, 2016 through April 30, 2020, which initial term automatically renews for additional one year periods unless either party provides notice of termination at least three months prior to the expiration of the initial term or any renewal term. In addition, the Company has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to the Consultant the year prior to the effective date of termination. The Consultant has the right to terminate the Amended and Restated Consulting Agreement by giving written notice to the Company three months prior to the proposed termination date, provided, however, the Consultant is required to provide an additional three months of transition services to the Company upon reasonable request by the Company. The Amended and Restated Consulting Agreement specifies monthly base retainer compensation of $21,666.66 per month until April 30, 2017; $15,000.00 per month from May 1, 2017 until April 30, 2018; $12,500.00 per month from May 1, 2018 until April 30, 2019; and $10,000.00 per month thereafter. The Consultant is also eligible to receive a cash bonus based on the achievement of certain performance metrics with a target of 35% of his base retainer for any given fiscal year. Such bonus is eligible to be increased to up to 150% of the target bonus in any fiscal year in which he meets certain performance thresholds established by the CEO of the Company and approved by the Board of Directors. Note N – Retirement Plan We maintain a defined-contribution 401(k) retirement plan covering substantially all employees (as defined). Our employees may make voluntary contributions to the plan, subject to limitations based on IRS regulations and compensation. In addition, we match any employees’ contributions at the rate of 75% of every dollar contributed up to 4% of the respective employee’s salary (3% maximum Company match). Effective, January 1, 2017 this benefit will increase to 100% of every dollar contributed up to 3% of the respective employee’s compensation and an additional 50% of every dollar contributed on the next 2% of compensation (4% maximum Company match). We made matching contributions of approximately $1,660,000, $493,000 and $358,000 during the years ended December 31, 2016, 2015 and 2014, respectively. Note O – Equity Transactions Public Offerings of Common Stock In August 2014, the Company completed an offering of 8,050,000 shares of registered common stock, at a price of $4.60 per share, for gross proceeds of approximately $37.0 million. The Company received approximately $34.3 million in net proceeds after deducting underwriting fees and offering costs of approximately $2.7 million. The Company plans to use the net proceeds for working capital, capital expenditures and for general corporate purposes including potential acquisitions and the repayment of debt. Common Stock issued to GE Medical As discussed in Note D, The Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient. The common stock includes restrictions imposed on the holder in the Investor Board Rights, Lockup and Standstill Agreement. Preferred Stock Issued to GE Medical As discussed in Note D, the Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient. In 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock outstanding leaving a balance of 6,600,000 shares outstanding as of December 31, 2016. Restricted Stock Awards On July 28, 2016, the Company granted each of the six independent directors of Parent 5,072 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to 103 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 be $46,257 or $9.12 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 20, 2016, the Company granted each of six independent directors of Parent 2,150 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent four quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $15,050 or $7.00 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On June 16, 2015, the Company granted each of the two newly elected independent directors of Parent 1,560 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $9,079 or $5.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 16, 2015, the Company granted each of the four independent directors of Parent each 2,080 shares of restricted common stock. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on the award date was deemed to be $10,025 or $4.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors. On April 15, 2014, the Company granted 125,000 shares of restricted common stock to Douglas M. VanOort. Such restricted common shares vest on the third anniversary of the grant date so long as Mr. VanOort remains Chairman and Chief Executive Officer of the Company. The fair market value of the grant of restricted common stock on award date was deemed to be $381,250 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $127,000, 127,000 and $91,000 of stock compensation expense for the years ended December 31, 2016, 2015 and 2014, respectively, related to this restricted common stock. On April 15, 2014 the Company granted each of the four independent directors 3,000 shares of restricted common stock for a total of 12,000 shares. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors. The fair market value of each grant of restricted common stock on award date was deemed to be $9,150 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $36,000 of stock compensation expense for the year ended December 31, 2014 related to this restricted common stock. On October 27, 2014, the Company granted 1,500 shares of restricted common stock to Bruce K. Crowther. Such restricted common stock vested over the subsequent two quarters based on Mr. Crowther’s service on the board of directors. The fair market value of the grant on the award date was deemed to be $7,365 or $4.91 per share which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $2,000 of stock compensation expense for the year ended December 31, 2014 related to this grant. 104 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2016, 2015 and 2014, as well as stock awards granted, vested and forfeited during the year are as follows: Nonvested at December 31, 2013 Granted in 2014 Vested in 2014 Forfeited in 2014 Nonvested at December 31, 2014 Granted in 2015 Vested in 2015 Forfeited in 2015 Nonvested at December 31, 2015 Granted in 2016 Vested in 2016 Forfeited in 2016 Nonvested at December 31, 2016 Number of Restricted Shares Weighted Average Grant Date Fair Value $ 8,000 138,500 (18,125 ) — 128,375 11,440 (12,820 ) — 126,995 43,332 (33,083 ) — 137,244 1.44 3.07 2.45 — 3.06 5.08 4.56 — 3.10 8.49 8.13 — 3.59 Note P – Asset Impairment During the fourth quarter of 2016, as part of our annual impairment assessment, it was determined that the carrying amount of certain intangible assets exceeded fair value and were impaired. The following table reconciles the asset impairment charges which are recognized in operating expenses in our consolidated statement of operations: Impairment of HDC Assets Impairment of Path Logic Assets Total Impairment HDC Assets 2016 For the Years Ended December 31, 2015 2014 $ $ 1,902 1,562 3,464 $ $ - - - $ $ - - - This impairment charge is related to the Master License Agreement with Health Discovery Corporation. This impairment charge writes off the HDC intangible assets associated with SVM, LDT, flow cytometry and cytogenetics technologies. The impairment is primarily the result of the lack of revenues to date, and the disputed license termination notification received from HDC. As a result of the disputed license termination notice, the likelihood of future revenues as result of direct use of the HDC assets is significantly reduced. Based on this analysis, the Company determined that the assets were fully impaired, and an impairment loss was recorded for the unamortized balance of these assets in the amount of $1.9 million. Path Logic Assets This impairment charge is associated with our Path Logic intangible assets, consisting of customer relationships. Based on the analysis performed, this asset is fully impaired. End of Financial Statements 105 NEOGENOMICS, INC NOTES TO THE FINANCIAL STATEMENTS December 31, 2016, 2015 and 2014 Supplementary Data Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) Net revenues Gross profit Net income (loss) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature Net (loss) available to common stockholders Net (loss) per common share: Basic Diluted Weighted average common shares outstanding – Basic Weighted average shares outstanding – Diluted Net revenues Gross profit Net (loss) Deemed dividends on preferred stock and amortization of preferred stock beneficial conversion feature Net (loss) available to common stockholders Net (loss) per common share: Basic Diluted Weighted average common shares outstanding – Basic Weighted average shares outstanding – Diluted $ $ $ $ $ $ $ $ $ $ $ $ $ $ 03/31/16 For the Quarters Ended 06/30/16 09/30/16 12/31/16 59,704 $ 27,173 $ 155 $ 63,129 $ 28,605 $ 413 $ 60,761 $ 27,345 $ (67 ) $ 60,489 $ 27,256 $ (6,224 ) $ Total 2016 244,083 110,379 (5,723 ) 5,567 $ (5,412 ) $ 5,567 $ (5,154 ) $ 5,567 $ (5,634 ) $ 7,973 $ (14,197 ) $ 24,674 (30,397 ) (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.18 ) $ (0.39 ) (0.39 ) 76,068 77,448 78,145 78,490 77,542 76,068 77,448 78,145 78,490 77,542 03/31/15 For the Quarters Ended 06/30/15 09/30/15 12/31/15 23,026 $ 9,544 $ (761 ) $ 24,370 $ 10,813 $ (176 ) $ 25,126 $ 11,171 $ (125 ) $ 27,280 $ 12,228 $ (1,473 ) $ Total 2015 99,802 43,756 (2,535 ) - $ (761 ) $ - $ (176 ) $ - $ (125 ) $ 122 $ (1,595 ) $ 122 (2,657 ) (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) $ (0.03 ) $ (0.04 ) (0.04 ) 60,277 60,425 60,537 60,859 60,526 60,277 60,425 60,537 60,859 60,526 106 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016, our disclosure controls and procedures were (1) effective in that they were designed to ensure that material information relating to us, and information required to be disclosed in our reports to the SEC, including our consolidated subsidiaries, is made known to our Chief Executive Officer and Chief Financial Officer by others within those entities, particularly during the period in which this report was being prepared, as appropriate to allow timely discussions and decisions regarding required disclosure therein and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management’s Report on Internal Control over Financial Reporting Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d- 15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures: (1) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on our assessment, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2016, our internal control over financial reporting was effective based on those criteria at the reasonable assurance level. The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by Crowe Horwath LLP, an independent registered public accounting firm, as stated and attested to in their report that is included in Item 8. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 107 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item 10 will be included under the captions “Election of Directors”, “Information as to Nominees and Other Directors”, “Information Regarding Meetings and Committees of the Board”, “Section 16(a) Beneficial Ownership Reporting Compliance” and as otherwise, set forth in the Company’s 2017 Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 will be included under the captions “Executive Compensation and Other Information” and “Compensation Committee Interlocks and Insider Participation” and as otherwise set forth in the Company’s 2017 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 will be included under the captions “Security Ownership” and “Equity Compensation Plan Information” and as otherwise set forth in the Company’s 2017 Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item 13 will be included under the captions “Certain Relationships and Related Party Transactions” and “Information Regarding Meetings and Committees of the Board” and as otherwise set forth in the Company’s 2017 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item 14 will be included under the caption “Independent Auditors” and as otherwise set forth in the Company’s 2017 Proxy Statement and is incorporated herein by reference. 108 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Financial Statements: See Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K Exhibit No. 2.1 Description of Exhibit Location Stock Purchase Agreement, dated as of October 20, 2015, by and among NeoGenomics Laboratories, Inc. and GE Medical Holding AB Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on October 26, 2015 2.2 Amendment No. 1 to Stock Purchase Agreement, dated as of December 28, 2015, by and among NeoGenomics Laboratories, Inc. and GE Medical Holding AB Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 3.1 Articles of Incorporation, as amended Incorporated by reference to the Company’s Registration 3.2 Amendment to Articles of Incorporation filed with the Nevada Secretary of State on January 3, 2002 3.3 Amendment to Articles of Incorporation filed with the Nevada Secretary of State on April 11, 2003 Statement on Form SB-2 as filed with the SEC on February 10, 1999 Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, as filed with the SEC on May 20, 2003 Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, as filed with the SEC on May 20, 2003 3.4 Amendment to Articles of Incorporation filed with the Nevada Secretary of State on December 28, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 3.5 Certificate of Designation of Series A Convertible Preferred Stock 3.6 Amended and Restated Bylaws 3.7 Amendment to Amended and Restated Bylaws 10.1 Amended and Restated Registration Rights Agreement between NeoGenomics, Inc. and Aspen Select Healthcare, L.P. and individuals dated March 23, 2005 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2014 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, as filed with the SEC on November 6, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 30, 2005 10.2 Amended and Restated Shareholders’ Agreement dated March 23, 2005 among NeoGenomics, Inc., a Nevada corporation, Michael Dent, Aspen Select Healthcare, LP, John Elliot, Steven Jones and Larry Kuhnert Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on November 28, 2008 10.3 Amended and Restated Loan Agreement between NeoGenomics, Inc. and Aspen Select Healthcare, L.P., dated March 30, 2006 Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, as filed with the SEC on April 3, 2006 10.4 Amended and Restated Security Agreement between NeoGenomics, Inc. and Aspen Select Healthcare, L.P., dated March 30, 2006 Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, as filed with the SEC on April 3, 2006 10.5 Registration Rights Agreement between NeoGenomics, Inc. and Aspen Select Healthcare, L.P., dated March 30, 2006 Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, as filed with the SEC on April 3, 2006 109 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued) Exhibit No. Description of Exhibit 10.6 Subscription Documents 10.7 Investor Registration Right Agreement Location Incorporated by reference to the Company’s Registration Statement on Form SB-2 as filed with the SEC on July 6, 2007 Incorporated by reference to the Company’s Registration Statement on Form SB-2 as filed with the SEC on July 6, 2007 10.8 Master Lease Agreement, dated November 5, 2008, between NeoGenomics, Inc., a Florida corporation, and Leasing Technologies International Inc. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed November 7, 2008 10.9 Guaranty Agreement, dated November 5, 2008, between NeoGenomics, Inc., a Nevada corporation, and Leasing Technologies International, Inc. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed November 7, 2008 10.10* Employment Agreement, dated March 16, 2009 between Mr. Douglas M. VanOort and NeoGenomics, Inc. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as filed with the SEC on August 16, 2010 10.11 Subscription Agreement dated March 16, 2009 between the Douglas M. VanOort Living Trust and NeoGenomics, Inc. Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 20, 2009 10.12 Warrant Agreement dated March 16, 2009 between Mr. Incorporated by reference to the Company’s Current Report Douglas M. VanOort and NeoGenomics, Inc. on Form 8-K as filed with the SEC on March 20, 2009 10.13 Registration Rights Agreement dated July 24, 2009 between NeoGenomics, Inc. and Abbott Laboratories Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on July 30, 2009 10.14† Strategic Supply Agreement dated July 24, 2009, between NeoGenomics Laboratories, Inc. and Abbott Molecular Inc. 10.15* Amended and Restated Employment Agreement dated October 28, 2009 between NeoGenomics, Inc. and Douglas M. VanOort 10.16* Employment Letter dated November 3, 2009 between NeoGenomics Laboratories, Inc. and George Cardoza Incorporated by reference to the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2010, as filed with the SEC on February 17, 2011 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on November 3, 2009 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as filed with the SEC on August 16, 2010 10.17 Amended and Restated Consulting Agreement dated November 4, 2016 between NeoGenomics, Inc. and Steven C. Jones. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the SEC on November 7, 2016 10.18 Warrant Agreement dated May 3, 2010 between NeoGenomics, Inc. and Steven C. Jones. 10.19 Master Lease Agreement dated September 9, 2011 between the Company and Garic, Inc. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, as filed with the SEC on May 4, 2010 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, as filed with the SEC on October 25, 2011 10.20 Medical Services Agreement dated January 9, 2012 between Incorporated by reference to the Company’s Current Report Albitar Oncology Consulting, LLC and NeoGenomics Laboratories, Inc. on Form 8-K as filed with the SEC on January 11, 2012 10.21* Letter Agreement dated January 6, 2012 between Incorporated by reference to the Company’s Current Report NeoGenomics Laboratories, Inc. and Maher Albitar, M.D. on Form 8-K as filed with the SEC on January 11, 2012 110 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued) Exhibit No. Description of Exhibit Location 10.22 Confidentiality and Non-Competition Agreement dated Incorporated by reference to the Company’s Current Report January 6, 2012 between NeoGenomics Laboratories, Inc. and Maher Albitar, M.D. on Form 8-K as filed with the SEC on January 11, 2012 10.23 Confidentiality, Title to Work Product and Non-Solicitation Agreement dated January 6, 2012 between NeoGenomics Laboratories, Inc. and Maher Albitar, M.D. Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 11, 2012 10.24 Master License Agreement, dated January 6, 2012, between Incorporated by reference to the Company’s Current Report NeoGenomics Laboratories, Inc. and Health Discovery Corporation on Form 8-K as filed with the SEC on January 11, 2012 10.25* Stock Option Agreement, dated February 14, 2012, between NeoGenomics Laboratories, Inc. and Douglas M. VanOort Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 12, 2012 10.26* Offer Letter between NeoGenomics Laboratories, Inc. and Incorporated by reference to the Company’s Current Report Steven Ross dated April 19, 2013 on Form 8-K as filed with the SEC on April 23, 2013 10.27 Confidentiality, Non-Solicitation and Non-Compete Incorporated by reference to the Company’s Current Report Agreement dated April 22, 2013 between NeoGenomics Laboratories, Inc. and Steven Ross on Form 8-K as filed with the SEC on April 23, 2013 10.28 Membership Interest Purchase Agreement by and among Incorporated by reference to Exhibit 2.1 to our Current NeoGenomics Laboratories, Inc., Path Labs, LLC, and Path Labs Holdings, LLC, dated July 8, 2014 Report on Form 8-K filed on July 11, 2014 10.29* Employment Agreement, dated September 18, 2014 by and between NeoGenomics, Inc. and Robert J. Shovlin Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on October 3, 2014 10.30 Confidentiality, Non-Solicitation and Non-Compete Agreement, dated September 18, 2014 by and between NeoGenomics, Inc. and Robert J. Shovlin Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on October 3, 2014 10.31 10.32 10.33 10.34 Investor Board Rights, Lockup and Standstill Agreement, dated December 30, 2015, by NeoGenomics, Inc. and GE Medical Information Systems Technologies, Inc. Registration Rights Agreement, dated December 30, 2015, by and between NeoGenomics, Inc. and GE Medical Information Systems Technologies, Inc. Credit Agreement, dated December 30, 2015, by and among NeoGenomics, Inc. NeoGenomics Laboratories, Inc. Path Labs LLC, the lenders party thereto and Wells Fargo Bank, N.A. Term Loan and Guaranty Agreement, dated December 30, 2015, by and among NeoGenomics, Inc. NeoGenomics Laboratories, Inc. certain other subsidiaries of NeoGenomics, Inc. the lenders party thereto and AB Private Credit Investors LLC. Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on November 17, 2015 10.35 Engagement Letter between Aspen Capital Advisors, LLC and NeoGenomics, Inc. dated November 11, 2015 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2015 10.36* Warrant Agreement dated January 6, 2012 between Incorporated by reference to the Company’s Current Report NeoGenomics, Inc. and Maher Albitar, M.D. on Form 8-K as filed with the SEC on January 11, 2012 111 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued) Exhibit No. Description of Exhibit Location 10.37* Amended and Restated Equity Incentive Plan effective as of Incorporated by reference to the Company’s Annual Report October 15, 2015, as approved by the Company’s stockholders on December 21, 2015. on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 15, 2016 10.38 Form of Indemnification Agreement between NeoGenomics, Inc. and each of its executive officers and directors. 10.39 Credit Agreement, dated December 22, 2016, by and among NeoGenomics Laboratories, Inc., NeoGenomics, Inc. and certain of its subsidiaries, the lenders party thereto and Regions Bank, as administrative agent Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the SEC on November 7, 2016 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 27, 2016 14.1 NeoGenomics, Inc. Code of Ethics for Senior Financial Incorporated by reference to the Company’s Current Report Officers and the Principal Executive Officer on Form 8-K as filed with the SEC on July 20, 2011 21.1 Subsidiaries of NeoGenomics, Inc. 23.1 Consent of Crowe Horwath, LLP Provided herewith Provided herewith Provided herewith Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1 31.2 Certification by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Provided herewith 31.3 Certification by Principal Accounting Officer pursuant to Provided herewith Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification by Principal Executive Officer, Principal Provided herewith Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Charter of the Compliance Committee 99.2 Charter of the Nominating and Corporate Governance Committee Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on October 17, 2014 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on October 17, 2014 101 The following materials from the Company’s Annual Report Provided herewith on Form 10-K for the year ended December 31, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders Equity (iv) the Consolidated Statements of Cash Flows and (v) related notes. † * ** Portions of the exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Exchange Act. The omitted information has been filed separately with the SEC. Denotes a management contract or compensatory plan or arrangement. The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of NeoGenomics, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. 112 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES Date: March 13, 2017 NEOGENOMICS, INC. /s/ Douglas M. VanOort By: Name: Douglas M. VanOort Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title(s) Date /s/ Douglas M. VanOort Douglas M. VanOort /s/ Steven C. Jones Steven C. Jones /s/ George A. Cardoza George Cardoza /s/Edwin F. Weidig Edwin F. Weidig III /s/ Kevin C. Johnson Kevin C. Johnson /s/ Raymond R. Hipp Raymond R. Hipp /s/ Bruce K. Crowther Bruce K. Crowther Chairman of the Board and Chief Executive Officer (Principal March 13, 2017 Executive Officer) Executive Vice President and Director March 13, 2017 Chief Financial Officer (Principal Financial Officer) March 13, 2017 Controller (Principal Accounting Officer) March 13, 2017 Director Director Director 113 March 13, 2017 March 13, 2017 March 13, 2017 SUBSIDIARIES OF NEOGENOMICS, INC. EXHIBIT 21.1 NeoGenomics Laboratories, Inc., a Florida corporation Path Labs, LLC, a Delaware limited liability company Clarient, Inc., a Delaware corporation CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.1 We consent to the incorporation by reference in Registration Statement Nos. 333-205906, 333-125994, 333-139484, 333-159749, 333- 173494, 333-180095, 333-189391, 333-210402 on Form S-8 and Registration Statement Nos. 333-186067, 333-212099, 333-155784, and 333-166526 on Form S-3 of NeoGenomics, Inc. of our report dated March 10, 2017 relating to the consolidated financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K. /s/ Crowe Horwath LLP Indianapolis, Indiana March 13, 2017 EXHIBIT 31.1 I, Douglas VanOort, certify that: 1. I have reviewed this Annual Report on Form 10-K of NeoGenomics, Inc.; CERTIFICATIONS 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. March 13, 2017 /s/ Douglas M. VanOort Douglas M. VanOort Chief Executive Officer, Executive Chairman and Chairman of the Board EXHIBIT 31.2 I, George Cardoza, certify that: 1. I have reviewed this Annual Report on Form 10-K of NeoGenomics, Inc.; CERTIFICATIONS 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. March 13, 2017 /s/ George A. Cardoza George A. Cardoza Chief Financial Officer EXHIBIT 31.3 I, Edwin F. Weidig III, certify that: 1. I have reviewed this Annual Report on Form 10-K of NeoGenomics, Inc.; CERTIFICATIONS 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. March 13, 2017 /s/ Edwin F. Weidig, III Edwin F. Weidig III Director of Finance and Principal Accounting Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In connection with the Annual Report of NeoGenomics, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 13, 2017 Date: March 13, 2017 /s/Douglas M. VanOort Douglas VanOort Chief Executive Officer /s/George A. Cardoza George Cardoza Chief Financial Officer The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

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