2016 07 26 neo company overview presentation

Building One Growth-Driven Company l 1 Building One Growth-Driven Company l 1

Company Overview Presentation

July 2016

Building One Growth-Driven Company l 2

Forward-looking Statements This presentation contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act, as amended; Section 21E of the Securities Exchange Act of 1934; and the Private Securities Litigation Reform Act of 1995. The words “may”, “would”, “could”, “will”, “expect”, “estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar expressions and variations thereof are intended to specifically identify forward-looking statements. All statements that are not statements of historical fact are forward-looking statements. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The risks that might cause such differences are identified in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise the forward looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events.


Investment Highlights

Fast growing cancer genetics lab servicing Oncologists, Pathologists and Hospitals

Strategic client partnerships created by

“Tech-Only” model

Dynamic, rapidly- growing and consolidating industry

Industry-leading revenue & test volume growth

Most Comprehensive Cancer Testing Menu in Industry

Strong Management Team with large cap lab

experience

Acquisition of Clarient Should more than Double Revenue and more than Triple Adj. EBITDA in 2016


Experienced Management Team • Douglas VanOort, Chairman & CEO

Chief Operating Officer, Quest Diagnostics Executive Vice President, Corning Life Sciences, Inc.

• Maher Albitar, M.D., Chief Medical Officer & Director of R&D Med. Dir. for Hematopathology & Oncology and Chief of R&D, Quest Nichols Institute; Director of Leukemia and Molecular Laboratory, MD Anderson Cancer Center

• Robert Shovlin, Chief Growth Officer Chief Development Officer, Bostwick Laboratories; President & Chief Executive Officer, Aureon Biosciences

• Steven Jones, Director, EVP – Finance, & Chief Compliance Officer Chairman, Aspen Capital Group; Vice President, Merrill Lynch Investment Banking

• George Cardoza, Chief Financial Officer CFO, Protocol Global Solutions; Controller, Central Region, Quest Diagnostics

• Steven Brodie – Chief Scientific Officer Senior Director - Quest Diagnostics

• Steven Ross, Chief Information Officer Vice President Technology, Chico’s FAS, Inc.

• Mark Machulcz, Vice President, Operations Director of Operations - Clarient Diagnostic Services


1,152 4,082 12,838

20,998 32,539

45,675 57,332

76,288

114,606

137,317

177,279

221,033

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

$558 $1,885

$6,476 $11,505

$20,015

$29,469 $34,371

$43,484

$59,866

$66,467

$82,194

$91,048

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

NEO’s Proven Track Record of Consistent Growth

Base NEO* Annual Revenue Base NEO* Tests Performed

($, 000s)

* Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions.


Stable Pricing Expected in 2016 After 6 Years of AUP Declines!

* For comparison purposes, Base NEO excludes the impacts from the PathLogic and Clarient acquisitions. (1) Productivity calculated as the average number of lab tests completed per month per laboratory FTE.

Historically, Steady Margins Despite Lower Avg Unit Prices – Base NEO*


Customer Targets

Pathologists & Hospital Pathology Groups (about 81% of 2015 Revenue*) • Enable community Pathologists to practice using sophisticated tools and tests • Innovative technical component (TC or “tech-only”) services – Flow, FISH, IHC • Outstanding Web-based Lab System & extensive training programs

Oncologists & Clinician Groups (about 15% of 2015 Revenue*) • Includes Hematologists, Oncologists, Dermatologists, Urologists • Disease Panels and comprehensive molecular menus • Increasing Opportunity to service larger practices with Tech-only model

Clinical Trials & Other (about 4% of 2015 Revenue*) • Contract research/clinical trial support work for Pharma clients

* Percentages are for Base NEO only and exclude the impacts from the PathLogic and Clarient acquisitions.


Rapidly Growing Market Opportunity The exploding cost of cancer care offers extraordinary opportunities for those labs that can

deliver innovative and value-based solutions to the healthcare system.

Source: National Institutes of Health (NIH)


NEO Addressable Cancer Testing Market NeoGenomics currently addresses a $5 billion clinical testing market opportunity!

Mkt SizeEstimate 2008 - 2014

Test Description Key CPT Codes(1) 2014 % CAGR

Clinical Market Size Before Hospital Market Gross Up Adjustments(a): ($, MMs)

Cytogenetics 88237, 88264, 88291 100 0.3%

IHC, Pathology & Digital Pathology 88342, 88360, 88361 1,305 4.0%

FISH 88367, 88368, 88120, 88121 840 6.0%

Flow Cytometry 88184, 88185, 88189 642 1.7%

MolecularMolecular (2) Numerous 1,662 27.9%

Est. Market Size Before Hospital Market Adjustments 4,548 9.2%

Estimated Additional Market for Hospital Direct Billing Tests (b)

Cyto & Molecular CLFS Tests Billed Directly to Hospitals(3) 181Tech Component PFS Tests Billed to Hospitals after TC Grandfather Expiration(4)

418Total Hospital Direct Bill Gross-Up Adjustments 599

NEO'S TOTAL ADDRESSABLE MARKET FOR CLINICAL TESTS $5,147 11.1%Sources:(a)(b) Management estimates.

(1)(2)(3)(4)

U.S. Anatomic Pathology Market Forecast & Trends 2016, Laboratory Ecnomics, derived from CodeMap, LLC and CMS (Medicare allowed c

Only those CPT codes related to the clinical Cancer Genetic Testing Services provided by NEO were used in this analysis. Historical Molecular market not available by CPT Code. Laboratory Economics' estimate of the Pharmacogenomic Testing (PGx) market used as a proxy. Clinical Lab Fee Schedule (CLFS) tests for Medicare beneficiaries must be billed directly to hospitals. Thus, this portion of market is not captured above.Physician Fee Schedule (PFS) TC tests for Medicare beneficiaries must be billed directly to hospitals after July 2012. Thus, this portion of market not captured above.


Accelerating Pace of Innovation • 70 new/revised tests, incl: NeoLABTM Liquid Biopsies • MDS/CMML Profile • AML Profile • FLT3 Mutation Analysis • NPM1 Mutation Analysis • PML-RARA Translocation • RUNX1-RNX1T1Transloc • INV16 Translocation • c-kit Mutation Analysis • IDH1 Mutation Analysis • IDH2 Mutation Analysis • NRAS Mutation Analysis • KRAS Mutation Analysis • BTK Inhibitor Resistance • Solid Tumor Monitoring

Germline MolDx Testing • BRCA1 & BRCA2 • Lynch Syndrome (colon) • 73 Gene Comprehensive

Predisposition Panel

Other • ALK, ROS1, RET Fusion • Sarcoma gene Fusion • NeoSITE Cervical FISH • Expanded IHC Menu • Smart Flow Cytometry

• 10-color Flow Cytometry • Implemented Adv MolDx

platform in lieu of Kits • 28 new Molecular Assays • Proprietary method for

increasing sensitivity of Sanger sequencing

• 7 NeoTYPE MolDx Panels • SVM for FISH (Patent App) • Barrett’s Esoph. FISH (Patent

App) • NeoARRAY/SNP Cytogenetics • Internalized send-outs

• 40 new Molecular tests • Add’l NeoTYPE Panels • Next Generation Sequencing

(48 genes) • ROS1 FISH • NeoSITE Melanoma FISH • Plasma/Urine-based

Prostate Test (Patent App) • SVM-based Cytogenetics

Analysis System • SVM-based Automated FISH

Analysis System v2 • Began development of

NeoLAB (Liquid Alternative to Biopsy) Prostate Cx test

2015

2012

2013

• 60 new/revised MolDx tests • 24 new NeoTYPE Next

Generation Sequencing Profiles

• 26 new IHC/ISH tests • Additional NeoLAB Prostate

clinical studies • AML Extended FISH Panel • AML Favorable-Risk FISH

Panel • MDS Extended FISH Panel • Plasma Cell Myeloma Risk

Stratification FISH Panel • RET FISH • MET FISH • ALL Adult & Pediatric FISH

Panels • HER2 Breast Equivocal FISH

Panel • BRAF Translocation FISH • Chromosome 1 POC Ploidy • Launched robotic FISH-Cyto

processing platform

2014


Accelerating Same Store Sales*

* Base NEO represents organic revenue and test volume growth from legacy business and excludes the impacts from the PathLogic and Clarient acquisitions.

-20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

Year-Over-Year Total % of Test Volume Growth

Same Store Year-over-year Growth w/o FCS FCS Year-over-Year Growth Other Year-over-Year Growth


Pathology Group Preferences for Cancer Testing

16% - NeoGenomics

11% - Clarient

17% - LabCorp

14% - Quest

9% - Mayo Clinic

6% - ARUP

1% - CSI Labs

23% - All Others*

Source: Laboratory Economics Anatomic Pathology Market Trends Survey, July 2015 (n=280 surveyed pathology groups/labs) * All Others include Johns Hopkins, MPLN, OHSU, PathGroup, ProPath, and local academic medical centers.

Combined NeoGenomics and Clarient are the preferred Cancer Reference Lab according to a recent third party survey of independent pathologists.


Recent Quarterly Financial Information (P&L) ($, 000's)

Base NEO(1) Q2 15

Base NEO(1) Q2 16

Consolidated (2) Q2 15

Consolidated(2) Q2 16

Total Revenue $ 22,117 $ 29,482 $ 24,370 $ 63,129

% Growth (YoY) 9.3% 33.3% 17.9% 159.0%

Total Gross Profit 10,286 14,076 10,813 28,605 Gross Margin % 46.5% 49.8% 44.4% 45.3%

Total SG&A (Incl R&D) Exp 10,785 26,412 SG&A as a % of Rev 44.3% 41.8%

Adjusted Net Income/(Loss)* $ 540 $ 3,657 Adjusted Diluted EPS* $0.01 $0.04

Adjusted EBITDA* $ 2,407 $ 9,181 % Growth 15.6% 281%

Operating Data(3)

% Growth in Clinical Genetic Tests (YoY) 23.3% 31.6% 23.3% 158%

Avg. Revenue/Clinical Genetic Test $ 405 $ 410 $ 405 $ 385 % Change (YoY) -11.3% 1.3% -11.3% -4.8%

Avg. COGS/Clinical Genetic Test $ 217 $ 214 $ 217 $ 207 % Change (YoY) -8.0% -1.0% -8.0% -4.4%

* See Appendix for definitions of Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS as well as a reconciliation of GAAP Net Income to Adjusted financial information. (1) For comparison purposes, Base NEO represents the core clinical genetic testing operations of NeoGenomics excluding the impacts from the Path Logic and Clarient

Acquisitions. Since SG&A allocations were not made between the companies, Base NEO SG&A and Adj. EBITDA figures are not available. As a result of the ongoing integration activities of NEO and Clarient, beginning in Q3 2016 it will no longer be possible to break out Base NEO revenue and gross profit figures separately .

(2) Consolidated Financials include the results from BioPharma, PathLogic, and Clarient (Q2 16 only). (3) All Operating data refers to Clinical Genetic Testing and excludes the results from PathLogic and the BioPharma testing activities.

Building One Growth-Driven Company l 14 Confidential

New NextGen

Digital Companion

Pathology Dx

OncologyTechnologies: FISH Clinical Trials

Flow

Cytogenetics

TraditionalOld Anatomic Path.

Low Market High Growth

14

NEO’s Acquisition Strategy

NEO Focus – Upper right hand quadrant

Synergistic Deals

High

High Low Market Growth

Tech

nolo

gies

Clarient Attributes

Technology leader

High growth (clinical trials)

Revenue scale

Nationwide presence

Complementary footprint

Geographic proximity

Ongoing GE affiliation


Key Benefits

• Synergy potential of $20mm - $30mm/year within 3-5 year – Laboratory, Purchasing, Cross-selling, etc.

• East Coast/West Coast labs – Combine Irvine and Aliso Viejo

• Low cost position in every testing discipline

– FISH, Flow, Cytogenetics, IHC, Digital Pathology, Molecular

• Leadership in hematological and solid tumor cancers – One-stop-shop for clients with broad geographical coverage

• Potential to be a leading consolidator going forward

• GE as significant long-term Investor

– Collaboration in Bioinformatics in Precision Oncology

• Significant clinical trials business – Combined business approximates $25mm revenue


2016 - Combined Pro Forma Revenue Bridge(1)

(1) Preliminary Estimate - Subject to further refinements

We estimate combined revenue of approx. $242 – $252 mm in 2016…

• CMS Reimbursement estimates includes net positive price adjustments of $5-7 mm. We estimate $2 MM of revenue synergies and approximately $6 MM of revenue distractions relating to sales pipeline reductions.

• Clarient revenue includes gross up for estimated Bad Debt, which was previously netted from Revenue.

$0

$50

$100

$150

$200

$250

$300

Neo Clarient* CMS Fees Synergies Distractions New Neo

$120mm

$125mm $6 mm $2 mm

($6mm) $247mm

Building One Growth-Driven Company l 17 Confidential 17

2016 Pro Forma Adjusted EBITDA Bridge (1)

• NEO expects to realize $20-30 MM of total synergies in the next 3 years with approximately 75% of such synergies being cost synergies as a result of efficiencies gained through the combination with Clarient.

• 2016 Adjusted EBITDA assumes $6 MM of Cost Synergies and $1MM of contribution from revenue synergies (50%).

• 2016 Adjusted EBITDA estimates a $3mm reduction to Adjusted EBITDA as a result of revenue distractions (50% of revenue distractions) expected during the integration.

(1) Preliminary Estimate – Subject to further refinements

We estimate combined Adj. EBITDA of approx. $35 – $40 mm in 2016…

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

Neo Clarient CMS Fees Synergies Distraction New Neo

$18.5 mm

$9 mm

$6 mm

$7mm

($3mm)

$37.5 mm


Current 2016 Guidance* • Revenue: $242 - $252 MM

• Adjusted EBITDA* 35 - 40 MM

• Adjusted Net Income* 8 – 13 MM

• Adjusted Diluted EPS* $0.08 - $0.13

* See Appendix for definitions of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS as well as a reconciliation of GAAP Net Income to Adj. EBITDA, Adj. Net Income and Adj. Diluted EPS.

2016 net income available to common stockholders calculated in accordance with GAAP will be impacted by certain non-cash charges, including: (i) expenses related to variable stock-based compensation, (ii) approximately $7.3 million of expense related to the amortization of customers lists and other intangibles from the Path Logic and Clarient acquisitions, (iii) approximately $7.4 million of deemed preferred stock dividends, and (iv) approximately $14.9 million of related to the amortization of the beneficial conversion feature related to the preferred stock issued in connection with the Clarient acquisition. These non-cash charges have been included in GAAP net income (loss) available to common shareholders and GAAP net income (loss) per share; however, they have been removed from Adjusted Net Income and Adjusted Diluted Net Income per Share. As a result, the Company expects 2016 diluted net loss per share calculated in accordance with GAAP to be $0.35 - $0.40 per share lower than 2016 Adjusted Diluted Net Income per Share. NeoGenomics believes that Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS provide a more consistent measurement of operating performance and trends across reporting periods by excluding from income those cash and non-cash items of expense (income) not directly related to ongoing operations. Adjusted figures also assists investors in performing analysis that is consistent with financial models developed by research analysts. Investors should consider non-GAAP results together with GAAP results in analyzing NeoGenomics financial performance.


NeoGenomics Vision and Goals Leadership Goals: • Be the leading oncology-focused testing and information company in the World. • Innovate aggressively to advance precision medicine. • Be the highest quality and lowest cost provider in each product area

Competencies: • Outstanding Scientific, Medical and Informatics expertise. • Partnerships for efficiency/effectiveness across health-care care continuum • Disciplined process management and quality systems. • Entrepreneurial, values-driven culture.

Financial Performance Goals: • Consistent and sustainable double-digit revenue growth. • Clinical Trials > 15% of revenue. • Adjusted EBITDA margin of 20-25% when annual revenue >$300 MM.


Appendix


CMS Reimbursement is Expected to be Stabile in 2017 Implied CY 2017 PFS Rates Based on CMS Draft Rule on the Physicial Fee Schedule (CMS-1654-P issued 7/7/16)

CPT Proc Code Procedure Description

National Unadj Rate

2013

National Unadj Rate

2014

National Unadj Rate

2015

National Unadj Rate

2016

2016 vs 2015 % change

Prelim Rule - Implied

National Unadj Rate 2017 (1)

% Change

2017 Prelim

Rule vs 2016

88184 FLOW 1ST MARKER 88.80$ 87.77$ 94.51$ 76.26$ -19.3% 61.53$ -19.3%88185 FLOW EACH ADDL MARKER 54.10$ 53.73$ 57.49$ 46.55$ -19.0% 37.56$ -19.3%88189 FLOW INTERP 16 OR MORE MARKERS 106.49$ 110.69$ 113.91$ 114.22$ 0.3% 92.30$ -19.2%

88374 FISH AUTOMATED PER PROBE (Multiplex Probe Stain) 255.77$ 205.54$ 345.87$ 68.3% 345.59$ -0.1%88374-TC FISH AUTOMATED PER PROBE TECH (Multiplex Probe Stain) 193.08$ 160.26$ 299.68$ 87.0% 293.00$ -2.2%88374-26 FISH AUTOMATED PER PROBE INTERP (Multiplex Probe Stain) 62.69$ 45.28$ 46.19$ 2.0% 46.15$ -0.1%

88121 FISH AUTOMATED - UROVYSION 557.98$ 508.30$ 556.97$ 558.55$ 0.3% 546.64$ -2.1%88121-TC FISH AUTOMATED - UROVYSION 508.64$ 459.99$ 505.23$ 506.63$ 0.3% 494.77$ -2.3%88121-26 FISH AUTOMATED - UROVYSION 49.33$ 48.31$ 51.74$ 51.92$ 0.3% 51.87$ -0.1%

Uses G0461 in 201488342 IMMUNOHISTOCHEMISTRY (1st Stain) 88.48$ 90.91$ 107.41$ 18.1% 107.68$ 0.3%88342 - TC IMMUNOHISTOCHEMISTRY TECH (1st Stain) 57.67$ 54.26$ 70.18$ 29.3% 70.48$ 0.4%88342 - PC IMMUNOHISTOCHEMISTRY INTERP (1st Stain) 30.81$ 36.65$ 37.24$ 1.6% 37.21$ -0.1%

Uses G0462 in 201488341 IMMUNOHISTOCHEMISTRY (Add'l Stain) 68.42$ 67.91$ 90.23$ 32.9% 90.15$ -0.1%88341 - TC IMMUNOHISTOCHEMISTRY TECH (Add'l Stain) 55.88$ 45.99$ 62.30$ 35.5% 61.89$ -0.7%88341 - PC IMMUNOHISTOCHEMISTRY INTERP (Add'l Stain) 12.54$ 21.92$ 27.93$ 27.4% 28.26$ 1.2%

Uses G0461 in 201488344 IMMUNOHISTOCHEMISTRY (each Multiplex Stain) 88.48$ 117.50$ 174.01$ 48.1% 173.15$ -0.5%88344 - TC IMMUNOHISTOCHEMISTRY TECH (each Multiplex Stain) 57.67$ 77.26$ 133.19$ 72.4% 132.37$ -0.6%88344 - PC IMMUNOHISTOCHEMISTRY INTERP (each Multiplex Stain) 30.81$ 40.25$ 40.82$ 1.4% 40.78$ -0.1%

88361 MORPHOLOGY, EACH ANTIBODY - AUTOMATED 156.51$ 157.98$ 170.32$ 149.66$ -12.1% 155.98$ 4.2%88361-TC MORPHOLOGY TECH, EACH ANTIBODY - AUTOMATED 99.35$ 98.51$ 109.96$ 88.79$ -19.3% 94.80$ 6.8%88361-26 MORPHOLOGY INTERP, EA ANTIBODY - AUTOMATED 57.16$ 59.47$ 60.37$ 60.87$ 0.8% 61.18$ 0.5%

(1) This Analysis is based on a Proposed Rule only, which is still subject to finalization by Medicare. The Final Rule is generally not published until November and any part or all of these implied rates may change.(2) Assumes no other Physician Fee Schedule (PFS) rule changes or limited coverage determinations are implemented for 2017. Uses Estimated Conversion Factor of 36.1096 taken from Section VI(C)(1) of CMS-1654-P (page 786 of display copy of rule on CMS website). Final Conversion Factor subject to change.


Core business focused on IHC, Flow, FISH, Cytogenetics and Molecular tests

National reach with focus on both independent and hospital pathologists

Consistently strong growth - early development to late stage testing

~ 200 projects in process for >30 customers

Clarient Overview

22

IHC/Digital Pathology: Large and Industry leading capabilities

FISH/ISH: Similar Instrumentation and capabilities

FLOW: Similar instrumentation and capabilities

Molecular: Smaller menu

Cytogenetics: Similiar capabilities

Facilities/Infrastructure Customer Mix

Product Lines (1)

78,000 sq. ft. Lab located in Aliso Viejo, CA

Available Capacity due to efficient workflow and processes.

Uses similar equipment and Instrumentation.

Uses similar IT Labs Systems and database structure

24,000 sq. ft. facility located in Houston, TX

IHC42%

FISH/ISH19%

FLOW14%

Molecular15%

Cyto5%

Other5%

(1) Clinical operations only. Percentage of tests Performed.

CLINICAL CUSTOMERS

BIOPHARMA CUSTOMERS and

Other


Clarient Test Volume and Average Unit Price

Revenue by Customer Type: Tests

2013 2014 2015 PF 2013 2014 2015Clinical $111.9 $106.5 $93.8 Clinical Revenue $111.9 $106.5 $93.8BioPharma 13.8 20.7 23.0 Tests 297.7 284.7 271.3Total Revenue 125.7 127.2 116.8 AUP(1) $376 $374 $346

Bad Debt Acctng Adj(2) 6.6 6.7 8.2 Bad Debt Acctng Adj(2) 19.8 19.7 26.1 Proforma Rev to NEO $132.3 $133.9 $125.0 Proforma AUP to NEO $396 $394 $372

(1) Average Unit Price is based on revenue from clinical testing (excluding BioPharm tests).(2) Historically, Clarient booked Bad Debt as a reduction to revenue, wheras NEO books it in GA.

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

2013 2014 2015 PF

BioPharma

Clinical

0.0

50.0

100.0

150.0

200.0

250.0

300.0

350.0

2013 2014 2015Est

Tests


2015 Pro Forma Financial Information (Dollars in Millions)

Clarient NeoGenomics Comined

2015 2015 2015Pro Forma Audited Pro Forma

Revenue 116.8$ 99.8$ 216.6$

Estimated Revenue using Neo Policie 125.0 (1) 99.8 224.8

EBITDA* 5.7 (2) 9.7 15.4

Pro Forma Adjusted EBITDA 9.2 (3) 9.7 18.9

(1) 2015 Revenue using NEO's Policies adds back 7% of net revenue for bad debt and moves this charge to G&A.(2) 2015 EBITDA excludes a $47.6 MM impairment charge to reduce the value of intangibles.(3) Pro Forma Adjusted EBITDA includes adjustments to reflect the business being acquired.


Clarient Revenue and Payer Mix in 2014

Payor Mix - 2014 Clinical Only

2014 Payor MixClient 39.6%Insurance 34.4%Government 12.4%HMO 5.3%Patient/Other 8.3%Total 100.0%

Client

Insurance

Government

HMO

Patient/Other


Clarient Transaction Consideration • $80 MM Cash

– $15 MM – NEO cash from balance sheet – $10 MM – New, 5-year $25mm revolver – $55 MM – New, 5-year Term Loan

• 14.67 MM Shares of Series A Redeemable Preferred Stock

– Issued at $7.50 per share – Redeemable by NEO at any time at the issue price plus accrued PIK dividends – 4% annual PIK dividend begins 1/1/17 and increases after Year 4 by 1% per year to 10%

in year 10. – Up to $10 MM discount for early redemption (declining discount over 4 years) – GE Ability to convert to common after 3 years if common stock > $8.00 per share for 30

consecutive trading days. – Valued at $73.2 MM for GAAP fair market value on closing date

• 15 MM Shares of Common Stock – Valued at $102.5 MM for GAAP fair market value on closing date


Reconciliation of GAAP Net Income to Adjusted EBITDA

“Adjusted EBITDA” is defined by NeoGenomics as net income from continuing operations before: (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, (iv) non-cash, stock-based compensation expense, and if applicable in a reporting period (v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or expenses.

For the three months ended

June 30, For the six months ended

June 30, 2016 2015 2016 2015

Net Income (Loss) (per GAAP) $ 413 $ (176 ) $ 568 $ (937 ) Adjustments to Net Income (Loss):

Interest expense 1,448 189 3,040 384 Income tax expense 332 15 505 19 Amortization of intangibles 1,610 97 3,636 190 Depreciation 3,744 1,663 7,329 3,249

EBITDA 7,547 1,788 15,078 2,905 Further Adjustments to EBITDA:

Non-cash stock based compensation 1,634 619 2,337 1,020 Adjusted EBITDA (non-GAAP) $ 9,181 $ 2,407 $ 17,415 $ 3,925

Use of non-GAAP Financial Measures: NeoGenomics believes that using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the company’s core operating results and the comparison of core operating results more consistently across reporting periods. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage the company’s business. These non-GAAP financial measures enable investors to evaluate our operating results and future prospects in the same manner as management and research analysts. 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 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 NeoGenomics recorded costs against its net revenue. In addition, non-GAAP financial measures as defined by NeoGenomics may differ from non-GAAP measures used by other companies.


Reconciliation of GAAP Net Income to Adjusted Net Income & GAAP Diluted EPS to Adjusted Diluted EPS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2016 2015 2016 2015

Net income (loss) available to common stockholders (GAAP) $ (5,154) $ (176) $ (10,565) $ (937) Adjustments to Net Loss:

Amortization of intangibles 1,610 97 3,636 190 Deemed dividends on preferred stock 1,840 — 3,680 —

Amortization of preferred stock beneficial conversion feature 3,727 — 7,453 —

Non-cash stock based compensation expenses 1,634 619 2,337 1,020

Adjusted net income (non-GAAP) $ 3,657 $ 540 $ 6,541 $ 273

Net loss per common share (GAAP) Basic EPS $ (0.07) $ (0.00) $ (0.14) $ (0.02) Diluted EPS $ (0.07) $ (0.00) $ (0.14) $ (0.02) Adjustments to Loss per Share: Amortization of intangibles $ 0.02 $ 0.00 $ 0.05 $ 0.00 Non-cash stock based compensation expenses $ 0.03 $ 0.01 $ 0.03 $ 0.02 Deemed dividends on preferred stock $ 0.02 $ — $ 0.05 $ —

Amortization of preferred stock beneficial conversion feature $ 0.05 $ — $ 0.10 $ —

Adjusted net income per common share (non-GAAP): Adjusted Basic $ 0.04 $ 0.01 $ 0.07 $ 0.00 Adjusted Diluted $ 0.04 $ 0.01 $ 0.07 $ 0.00


“Adjusted Net Income” is defined by NeoGenomics as net income available to common shareholders from continuing operations plus: (i) non-cash amortization of customer lists and other intangible assets, (ii) non-cash, stock-based compensation expense, (iii) non-cash deemed dividends on preferred stock, (iv) non-cash amortization of preferred stock beneficial conversion feature, and if applicable in a reporting period (v) acquisition related transaction expenses and other significant non-recurring or non-operating (income) or expenses. “Adjusted EPS” is calculated using Adjusted Basic Shares and Adjusted Diluted Shares outstanding. Adjusted Basic Shares and Adjusted Diluted Shares include the weighted average number of common shares that would be outstanding if the preferred stock were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period. In addition, If GAAP Net Income is negative and Adjusted Net Income is positive, Adjusted Diluted Shares will also include any options or warrants that would be outstanding as dilutive instruments using the treasury stock method.

Reconciliation of GAAP Net Income to Adjusted Figures

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2016 2015 2016 2015

Weighted average shares used in computation of adjusted earnings per share: GAAP Basic Common Shares outstanding 77,448 60,425 76,758 60,352 Weighted Avg. Preferred Shares (as converted) 14,667 — 14,667 — Adjusted Basic Shares outstanding 92,115 60,425 91,425 60,352

Diluted Common Shares (GAAP) 77,448 60,425 76,758 60,352

Options and warrants not included in GAAP Diluted Shares (using treasury stock method) 2,297 2,826 1,951 2,609

Weighted Avg. Preferred Shares (as converted) 14,667 — 14,667 — Adjusted Diluted Shares outstanding (non-GAAP) 94,412 63,251 93,376 62,961

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2016 07 26 neo company overview presentation