2016 06 07 neo company overview presentation

Building One Growth-Driven Company l 1Building One Growth-Driven Company l 1
Company Overview Presentation
May 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

1,1524,082
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 $5 billion clinical testing market opportunity!
Mkt Size
Estimate 2008 - 2014
Test Description Key CPT Codes(1)
2014 % CAGR
Clinical Market Size Before Hospital Market Gross Up Adjustments(a)
($, MMs)
Cytogenetics 88237, 88264, 88291 100 4.8%
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%
Molecular (2) Numerous 1,662 27.9%
Est. Market Size Before Hospital Market Adjustments 4,548 9.4%
Estimated Additional Market for Hospital Direct Billing Tests (b)
Cyto & Molecular CLFS Tests Billed Directly to Hospitals(3)
181
Technical Component PFS Tests Billed to Hospitals after TC Grandfather Expiration(4)
418
Total Hospital Direct Bill Gross-Up Adjustments 599
NEO'S TOTAL ADDRESSABLE MARKET FOR CLINICAL TESTS $5,147 11.3%
Sources:
(a)
(b) Management estimates.
(1)
(2)
(3)
(4)
U.S. Anatomic Pathology Market Forecast & Trends 2016, Laboratory Economics, derived from CodeMap, LLC and CMS (Medicare allowed charges x 5)
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.
Beginning in July 2012, Physician Fee Schedule (PFS) TC tests for Medicare beneficiaries must be billed directly to hospitals. Thus, this portion of market is 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)
Q1 15
Base NEO(1)
Q1 16
Consolidated(2)
Q1 15
Consolidated(2)
Q1 16
Total Revenue $ 20,684 $ 28,383 $ 23,026 $ 59,704
% Growth (YoY) 13.8% 37.2% 26.6% 159.3%
Total Gross Profit 9,028 14,147 9,544 32,531
Gross Margin % 43.7% 49.8% 41.5% 45.5%
Total SG&A (Incl R&D) Exp 10,105 25,251
SG&A as a % of Rev 43.9% 42.3%
Adjusted Net Income/(Loss)* $ (267) $ 2,884
Adjusted Diluted EPS* $0.00 $0.03
Adjusted EBITDA * $ 1,519 $ 8,236
% Growth -9.8% 442%
Operating Data(3)
% Growth in Clinical Genetic Tests (YoY) 27.5% 36.7% 27.5% 174.7%
Avg. Revenue/Clinical Genetic Test $ 419 $ 418 $ 419 $ 391
% Change (YoY) -10.8% 0.5% -10.8% -6.3%
Avg. COGS/Clinical Genetic Test $ 236 $ 211 $ 236 $ 206
% Change (YoY) -3.5% -10.5% -3.5% -12.7%
* 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 excludes 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 Q2 2016 it will
no longer be meaningful to break out Base NEO revenue and gross profit figures separately .
(2) Q1 15 Consolidated Financials include the results from Path Logic, and Q1 16 Consolidated Financials include the results from both PathLogic and Clarient.
(3) All Operating data refers to Clinical Genetic Testing and excludes the results from PathLogic and the BioPharma testing activities.

Confidential
New
NextGen
Digital Companion
Pathology Dx
Oncology
Technologies: FISH Clinical Trials
Flow
Cytogenetics
Traditional
Old Anatomic Path.
Low Market High
Growth
14
NEO’s Acquisition Strategy
NEO Focus – Upper right hand quadrant
Synergistic
Deals
High
HighLow Market Growth
Technologies
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

Confidential
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

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 those cash and non-cash items of expense not directly related to
ongoing operations from income. 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

Reimbursement is Finally Expected to Stabilize in 2016
CPT Proc
Code Procedure Description
National
Unadj Rate
2014
National
Unadj Rate
2015
Prelim
Rule -
Implied
National
Unadj Rate
2016
(Issued
July 2015)
%
Change
2016
Prelim
Rule vs
2015
Final Rule -
Implied
National
Unadj Rate
2016 (1)
%
Change
2016 Final
Rule vs
Prelim
Rule
%
Change
2016 Final
Rule vs
2015
88184 FLOW 1ST MARKER 87.77$ 94.51$ 58.50$ -38.1% 76.31$ 30.4% -19.3%
88185 FLOW EACH ADDL MARKER 53.73$ 57.49$ 17.69$ -69.2% 46.22$ 161.3% -19.6%
88189 FLOW INTERP 16 OR MORE MARKERS 110.69$ 113.91$ 115.19$ 1.1% 114.29$ -0.8% 0.3%
88374 FISH AUTOMATED PER PROBE (Multiplex Probe Stain) 255.77$ 205.54$ 350.62$ 70.6% 346.10$ -1.3% 68.4%
88374-TC FISH AUTOMATED PER PROBE TECH (Multiplex Probe Stain) 193.08$ 160.26$ 304.40$ 89.9% 299.88$ -1.5% 87.1%
88374-26 FISH AUTOMATED PER PROBE INTERP (Multiplex Probe Stain) 62.69$ 45.28$ 46.22$ 2.1% 46.22$ 0.0% 2.1%
88121 FISH AUTOMATED - UROVYSION 508.30$ 556.97$ 566.92$ 1.8% 558.20$ -1.5% 0.2%
88121-TC FISH AUTOMATED - UROVYSION 459.99$ 505.23$ 514.56$ 1.8% 506.25$ -1.6% 0.2%
88121-26 FISH AUTOMATED - UROVYSION 48.31$ 51.74$ 52.36$ 1.2% 51.95$ -0.8% 0.4%
Uses G0461 in 2014
88342 IMMUNOHISTOCHEMISTRY (1st Stain) 88.48$ 90.91$ 108.69$ 19.6% 107.48$ -1.1% 18.2%
88342 - TC IMMUNOHISTOCHEMISTRY TECH (1st Stain) 57.67$ 54.26$ 71.14$ 31.1% 70.22$ -1.3% 29.4%
88342 - PC IMMUNOHISTOCHEMISTRY INTERP (1st Stain) 30.81$ 36.65$ 37.55$ 2.5% 37.26$ -0.8% 1.7%
Uses G0462 in 2014
88341 IMMUNOHISTOCHEMISTRY (Add'l Stain) 68.42$ 67.91$ 91.72$ 35.1% 90.64$ -1.2% 33.5%
88341 - TC IMMUNOHISTOCHEMISTRY TECH (Add'l Stain) 55.88$ 45.99$ 63.55$ 38.2% 62.70$ -1.3% 36.3%
88341 - PC IMMUNOHISTOCHEMISTRY INTERP (Add'l Stain) 12.54$ 21.92$ 28.17$ 28.5% 27.95$ -0.8% 27.5%
Uses G0461 in 2014
88344 IMMUNOHISTOCHEMISTRY (each Multiplex Stain) 88.48$ 117.50$ 176.58$ 50.3% 173.77$ -1.6% 47.9%
88344 - TC IMMUNOHISTOCHEMISTRY TECH (each Multiplex Stain) 57.67$ 77.26$ 135.41$ 75.3% 132.92$ -1.8% 72.0%
88344 - PC IMMUNOHISTOCHEMISTRY INTERP (each Multiplex Stain) 30.81$ 40.25$ 41.16$ 2.3% 40.84$ -0.8% 1.5%
88361 MORPHOLOGY, EACH ANTIBODY - AUTOMATED 157.98$ 170.32$ 122.77$ -27.9% 149.40$ 21.7% -12.3%
88361-TC MORPHOLOGY TECH, EACH ANTIBODY - AUTOMATED 98.51$ 109.96$ 65.72$ -40.2% 88.49$ 34.6% -19.5%
88361-26 MORPHOLOGY INTERP, EA ANTIBODY - AUTOMATED 59.47$ 60.37$ 57.05$ -5.5% 60.91$ 6.8% 0.9%
(1) Assumes no other Physician Fee Schedule (PFS) rule changes or limited coverage determinations are implemented for 2016.

Confidential
 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
IHC
42%
FISH/ISH
19%
FLOW
14%
Molecular
15%
Cyto
5%
Other
5%
(1) Clinical operations only. Percentage of tests Performed.
CLINICAL
CUSTOMERS
BIOPHARMA
CUSTOMERS and
Other

Confidential
Clarient Test Volume and Average Unit Price
Revenue by Customer Type: Tests
2013 2014 2015 PF 2013 2014 2015
Clinical $111.9 $106.5 $93.8 Clinical Revenue $111.9 $106.5 $93.8
BioPharma 13.8 20.7 23.0 Tests 297.7 284.7 271.3
Total 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 2015
Pro 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.

Confidential
Clarient Revenue and Payer Mix in 2014
Payor Mix - 2014 Clinical Only
2014 Payor Mix
Client 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

Confidential
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-recurring other (income) or losses, (v) non-cash, stock-based compensation and
warrant amortization expense, (vi) acquisition related transaction expenses and non-recurring charges, and (vii) one-time costs
associated with terminating financing arrangements. NeoGenomics believes that Adjusted EBITDA provides a more consistent
measurement of operating performance and trends across reporting periods by excluding those cash and non-cash items of expense
not directly related to ongoing operations from income. Adjusted EBITDA also assists investors in performing analysis that is consistent
with financial models developed by research analysts.
For the Three-Months
Ended March 31,
2016 2015
Net Income (Loss) (per GAAP) $ 155 $ (761)
Adjustments to Net Income (Loss):
Interest expense 1,593 195
Amortization of intangibles 2,026 93
Income tax expense 174 5
Depreciation 3,585 1,586
EBITDA $ 7,533 $ 1,118
Further adjustments to EBITDA:
Non-cash stock based compensation 703 401
Adjusted EBITDA (non-GAAP) $ 8,236 $ 1,519

Confidential
Reconciliation of GAAP Net Income to Adjusted Net
Income & Adjusted Diluted EPS
For the Three-Months
Ended March 31,
2016 2015
Net loss available to common shareholders (GAAP) $ (5,412) $ (761)
Adjustments to Net Loss:
Amortization of intangibles 2,026 93
Non-cash stock-based compensation expenses 703 401
Acquisition related transaction expenses & other non-recurring items - -
Deemed dividends on preferred stock 1,840 -
Amortization of preferred stock beneficial conversion feature 3,727 -
Adjusted net income (loss) (non-GAAP) $ 2,884 $ (267)
Adjusted net income per common share (non-GAAP):
Adjusted Basic EPS $ 0.03 $ 0.00
Adjusted Diluted EPS $ 0.03 $ 0.00
Weighted average shares used in computation of adjusted earnings per share:
GAAP Basic Common Shares outstanding 75,820 60,277
Weighted. Avg. Preferred Shares (as converted) 14,667 -
Adjusted Basic Shares outstanding 90,487 60,277
GAAP Diluted Common Shares 75,820 60,277
Options & warrants not included in GAAP Diluted Shares (using treasury stock
method) 2,271 -
Weighted. Avg. Preferred Shares (as converted) 14,667 -
Adjusted Diluted Shares outstanding 92,758 60,277

Confidential
“Adjusted Net Income” is defined by NeoGenomics as net income available to common shareholders from continuing operations plus:
(i) amortization of customer lists and other intangible assets, (ii) non-cash, stock-based compensation and warrant amortization
expense, (iii) non-recurring other (income) or losses, (iv) acquisition related transaction expenses and non-recurring charges, (v)
deemed dividends on preferred stock, and (vi) amortization of preferred stock beneficial conversion feature. NeoGenomics believes
that Adjusted Net Income provides a more consistent measurement of operating performance and trends across reporting periods by
excluding those cash and non-cash items of expense not directly related to ongoing operations from net income. Adjusted Net Income
also assists investors in performing analysis that is consistent with financial models developed by research analysts.
“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.
Adjusted EBITDA, Adjusted Net Income and Adjusted EPS as defined by NeoGenomics are not measurements under GAAP and may
differ from non-GAAP measures used by other companies. There are limitations inherent in non-GAAP financial measures such as
Adjusted EBITDA, Adjusted Net Income and Adjusted EPS 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, investors should consider non-GAAP results together with GAAP results in analyzing NeoGenomics financial
performance.
Reconciliation of GAAP Net Income to Adjusted Figures

2016 06 07 neo company overview presentation

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2016 06 07 neo company overview presentation