Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2015 | Dec. 02, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ENZO BIOCHEM INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Entity Common Stock, Shares Outstanding | 46,069,000 | |
Amendment Flag | false | |
Entity Central Index Key | 316,253 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 30,642 | $ 18,109 |
Accounts receivable, net of allowances | 12,763 | 12,109 |
Other accounts receivable | 6,650 | |
Inventories | 7,582 | 7,396 |
Prepaid expenses and other | 1,780 | 2,222 |
Total current assets | 52,767 | 46,486 |
Property, plant and equipment, net | 8,132 | 7,948 |
Goodwill | 7,452 | 7,452 |
Intangible assets, net | 5,707 | 6,155 |
Other assets | 338 | 353 |
Total assets | 74,396 | 68,394 |
Current liabilities: | ||
Loan payable | 3,013 | 3,013 |
Accounts payable – trade | 9,450 | 8,762 |
Accrued liabilities | 12,357 | 11,297 |
Other current liabilities | 969 | 886 |
Total current liabilities | 25,789 | 23,958 |
Deferred taxes | 37 | 37 |
Other liabilities | 1,357 | 1,793 |
Total liabilities | $ 27,183 | $ 25,788 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $.01 par value; authorized 25,000,000 shares; no shares issued or outstanding | ||
Common Stock, $.01 par value; authorized 75,000,000 shares; shares issued and outstanding: 46,068,816 at October 31, 2015 and 46,062,065 at July 31, 2015 | $ 461 | $ 461 |
Additional paid-in capital | 325,077 | 324,966 |
Accumulated deficit | (280,248) | (284,682) |
Accumulated other comprehensive income | 1,923 | 1,861 |
Total stockholders’ equity | 47,213 | 42,606 |
Total liabilities and stockholders’ equity | $ 74,396 | $ 68,394 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Oct. 31, 2015 | Jul. 31, 2015 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 46,068,816 | 46,062,065 |
Common Stock, shares outstanding | 46,068,816 | 46,062,065 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Revenues: | ||
Clinical laboratory services | $ 17,090 | $ 15,822 |
Product revenues | 7,687 | 8,002 |
Royalty and license fee income | 400 | 1,000 |
Total revenues | 25,177 | 24,824 |
Operating expenses: | ||
Cost of clinical laboratory services | 10,332 | 10,130 |
Cost of product revenues | 3,611 | 3,695 |
Research and development | 867 | 791 |
Selling, general, and administrative | 10,225 | 10,285 |
Provision for uncollectible accounts receivable | 704 | 541 |
Legal fee expense | 1,601 | 2,466 |
Legal settlements, net | (6,800) | |
Total operating expenses | 20,540 | 27,908 |
Operating income (loss) | 4,637 | (3,084) |
Other income (expense): | ||
Interest | (40) | (69) |
Other | 54 | 19 |
Foreign exchange loss | (130) | (472) |
Income (loss) before income taxes | 4,521 | (3,606) |
Provision for income taxes | (87) | (123) |
Net income (loss) | $ 4,434 | $ (3,729) |
Net income (loss) per common share: | ||
Basic (in Dollars per share) | $ 0.10 | $ (0.08) |
Diluted (in Dollars per share) | $ 0.10 | $ (0.08) |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 46,068 | 44,564 |
Diluted (in Shares) | 46,193 | 44,564 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Net income (loss) | $ 4,434 | $ (3,729) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 62 | 108 |
Comprehensive income (loss) | $ 4,496 | $ (3,621) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Oct. 31, 2015 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Jul. 31, 2015 | $ 461 | $ 324,966 | $ (284,682) | $ 1,861 | $ 42,606 |
Balance (in Shares) at Jul. 31, 2015 | 46,062,065 | ||||
Net income for the period ended October 31, 2015 | 4,434 | 4,434 | |||
Vesting of restricted stock (in Shares) | 6,751 | ||||
Share-based compensation charges | 111 | 111 | |||
Foreign currency translation adjustments | 62 | 62 | |||
Balance at Oct. 31, 2015 | $ 461 | $ 325,077 | $ (280,248) | $ 1,923 | $ 47,213 |
Balance (in Shares) at Oct. 31, 2015 | 46,068,816 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,434 | $ (3,729) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of property, plant and equipment | 527 | 507 |
Amortization of intangible assets | 423 | 431 |
Provision for uncollectible accounts receivable | 704 | 541 |
Deferred income tax benefit | (3) | (24) |
Share-based compensation charges | 111 | 98 |
Accrual for share-based 401(k) employer match expense | 166 | 145 |
Foreign exchange loss | 129 | 422 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,376) | (482) |
Other receivables – settlements | 6,650 | |
Inventories | (210) | 107 |
Prepaid expenses and other | 442 | 182 |
Accounts payable – trade | 682 | (1,157) |
Accrued liabilities, other current liabilities and other liabilities | 474 | 204 |
Total adjustments | 8,719 | 974 |
Net cash provided by (used in) operating activities | 13,153 | (2,755) |
Cash flows from investing activities: | ||
Capital expenditures | (505) | (264) |
Security deposits and other | 15 | 5 |
Net cash used in investing activities | (490) | (259) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 2,322 | |
Proceeds from borrowings under Credit Agreement | 22,461 | 22,360 |
Repayments under Credit Agreement | (22,461) | (22,360) |
Installment loan and capital lease obligation payments | (125) | (115) |
Net cash (used in) provided by financing activities | (125) | 2,207 |
Effect of exchange rate changes on cash and cash equivalents | (5) | (57) |
Increase (decrease) in cash and cash equivalents | 12,533 | (864) |
Cash and cash equivalents - beginning of period | 18,109 | 17,455 |
Cash and cash equivalents - end of period | $ 30,642 | $ 16,591 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Oct. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Basis of Accounting [Text Block] | Note 1 – Basis of Presentation The accompanying consolidated financial statements include the accounts of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Life Sciences, Enzo Clinical Labs, Enzo Therapeutics and Enzo Realty LLC, collectively or with one or more of its subsidiaries referred to as the “Company” or “Companies”. The consolidated balance sheet as of October 31, 2015, the consolidated statements of operations, comprehensive income (loss), and cash flows for the three months ended October 31, 2015 and 2014, and the consolidated statement of stockholders’ equity for the three months ended October 31, 2015 are unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and operating results for the interim periods have been made. Certain information and footnote disclosure, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. The consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended July 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The consolidated balance sheet at July 31, 2015 has been derived from the audited financial statements at that date. The results of operations for the three months ended October 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2016. |
Net income (loss) per share
Net income (loss) per share | 3 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 2 – Net income (loss) per share Basic net income (loss) per share represents net income (loss) divided by the weighted average number of common shares outstanding during the period. As a result of the net loss for the three month period ended October 31, 2014, diluted weighted average shares outstanding are the same as basic weighted average shares outstanding, and do not include the potential common shares from stock options and unvested restricted stock because to do so would be antidilutive. For the three months ended October 31, 2015, approximately 125,000 weighted average stock options were included in the calculation of diluted weighted average shares outstanding. For the three months ended October 31, 2014, the number of potential common shares (“in the money options”) and unvested restricted stock excluded from the calculation of diluted earnings per share was 482,000. For the three months ended October 31, 2015 and 2014, the effect of approximately 374,000 and 142,000 respectively, of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive. |
Supplemental disclosure for sta
Supplemental disclosure for statement of cash flows | 3 Months Ended |
Oct. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | Note 3 - Supplemental disclosure for statement of cash flows For the three months ended October 31, 2015 and 2014, income taxes paid by the Company were $27 and $26, respectively . For the three months ended October 31, 2015 and 2014, interest paid by the Company was $41 and $69, respectively. For the three months ended October 31, 2015 and 2014, the Company financed $38 and $19 respectively, in machinery and transportation equipment under installment loans. During the three months ended October 31, 2015, there was a total of $157 in capital lease agreements. During the three months ended October 31, 2014, the Company did not enter into any capital lease agreements. |
Inventories
Inventories | 3 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 - Inventories Inventories consist of the following: October 31, July 31, Raw materials $ 1,109 $ 1,013 Work in process 1,984 2,002 Finished products 4,489 4,381 $ 7,582 $ 7,396 |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Oct. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5 – Goodwill and intangible assets At October 31, 2015 and July 31, 2015, the Company’s net carrying amount of goodwill, related to the Clinical Labs segment, is $7,452. The Company’s change in the net carrying amount of intangible assets, all of which is included in the Life Sciences segment is as follows: Gross Accumulated Net July 31, 2015 $ 27,838 $ (21,683 ) $ 6,155 Amortization expense — (423 ) (423 ) Foreign currency translation (97 ) 72 (25 ) October 31, 2015 $ 27,741 $ (22,034 ) $ 5,707 Intangible assets consist of the following: October 31, 2015 July 31, 2015 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (10,879 ) $ 148 $ 11,028 $ (10,871 ) $ 157 Customer relationships 12,190 (7,621 ) 4,569 12,243 (7,398 ) 4,845 Website and acquired content 1,016 (1,016 ) — 1,020 (1,020 ) — Licensed technology and other 515 (443 ) 72 518 (441 ) 77 Trademarks 2,993 (2,075 ) 918 3,029 (1,953 ) 1,076 Total $ 27,741 $ (22,034 ) $ 5,707 $ 27,838 $ (21,683 ) $ 6,155 At October 31, 2015, information with respect to intangibles assets acquired is as follows: Useful life Weighted average remaining useful life Customer relationships 8-15 years 5 years Trademarks 5 years 2 years Other intangibles 10 years 4 years At October 31, 2015, the weighted average useful life of amortizable intangible assets is approximately four years. |
Loan Payable
Loan Payable | 3 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6 - Loan Payable On June 7, 2013, the Company entered into a secured Revolving Loan and Security Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries, with Enzo Therapeutics as a guarantor, and Healthcare Finance Group, LLC (the “Lender). The Credit Agreement, which expires in December 2016, provides for borrowings against eligible US receivables, as defined, of the Clinical Lab and Life Science segments up to $8.0 million at defined eligibility percentages and provides for additional borrowings of $4.0 million for increased eligible assets. Debt issuance costs of $281 are being amortized over the life of the Credit Agreement. If the amount of borrowings outstanding under the revolving credit facility exceeds the borrowing base then in effect, or the Lender requires a reserve, the Company will be required to repay such borrowings in an amount sufficient to eliminate such excess. Interest on advances, payable monthly, is based on the three month LIBOR rate, with a floor of 1.25% plus an applicable margin of 4.0%. In the event of any default, the interest rate may be increased 3.0% over the current rate. The facility also carries a non-utilization fee of 0.50% per annum, payable monthly, on the unused portion of the Credit Agreement. At October 31, 2015 and July 31, 2015, the borrowings under the Credit Agreement related to the Clinical Labs and Life Sciences receivables aggregated $3.0 million. The Company’s obligations under the Credit Agreement are secured by primarily all the unencumbered U.S. assets of the Company, excluding buildings and intellectual property which the Lender has a negative pledge, and the capital stock of subsidiaries. The Credit Agreement includes customary affirmative and negative covenants and events of default and requires maximum levels of cash usage and minimum levels of liquidity, as defined, and provides for increased liquidity levels if operating results are not achieved. Negative covenants include among others, limitations on additional debt, liens, loans or investments, distributions, asset sales and affiliate transactions. Events of default include non-payment of principal and interest on debt outstanding, non-performance of covenants, material change in business, breach of representations, bankruptcy and insolvency, material judgments and changes in control. As of October 31, 2015, the Company is in compliance with the financial covenants. The Credit Agreement includes customary affirmative and negative covenants and events of default. The terms of the debt covenants include: o The minimum balance the Company must borrow at any time is $2.0 million. At October 31 2015, the loan balance was approximately $3.0 million, with an additional availability of $2.4 million. o The Company must maintain a Minimum Liquidity, as defined in the Credit Agreement, of not less than $3.0 million. At October 31, 2015, the Company’s Minimum Liquidity was $11.0 million. o The quarterly Cash Burn, as defined in the Credit Agreement, must be greater than zero. During the three months ended October 31, 2015, the Cash Burn was positive in the amount of $1.4 million. As of October 31, 2015, the Credit Agreement was amended to redefine Cash Burn and add a definition for Liquidity (the “amendment”). Under the amendment, the determination of Cash Burn during a fiscal quarter excludes capital expenditures provided that Liquidity exceeds $7 million as of the last day of the fiscal quarter. As of October 31, 2015, Liquidity as defined was $33.1 million. Based on its current level of Minimum Liquidity and Cash Burn, the Company believes it will continue to be in compliance with the financial covenants in future periods; however there are no assurances of such compliance. Based on our ability to comply with financial covenants in the past, our ability to obtain covenant waivers previously, and our expected future performance, we believe we would be able to cure a non-compliance event and obtain a Lender waiver. The Company currently believes that the Lender would be willing to negotiate and provide waivers to the Company in the event of non-compliance with covenants, although there can be no assurances. In addition, the Company believes the effects of non-compliance with the covenants would not have a material effect on our financial condition and liquidity due to cash provided by operating cash flows and funds available under the Company’s Controlled Equity Offering program. |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 3 Months Ended |
Oct. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7 – Accrued Liabilities and Other Current Liabilities Accrued liabilities consist of the following: October 31, July 31, Legal fee expense $ 4,999 $ 4,183 Payroll, benefits, and commissions 4,717 3,907 Professional fees 491 678 Research and development 300 300 Other 1,850 2,229 $ 12,357 $ 11,297 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Oct. 31, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 8 – Other Liabilities Other liabilities consist of the following: October 31, July 31, Accrued legal settlement $ 807 $ 1,220 Capital lease obligations, net of short term 305 210 Installment loans, net of short term 245 363 $ 1,357 $ 1,793 As of October 31, 2015, future minimum payments under the capital leases, net of interest of $23 aggregates $579, including a short term debt portion of $274 included in other current liabilities. Future minimum payments under the installment loans aggregate $534, including a short term portion of $289 included in other current liabilities. A total of $1.2 million was recorded in other current liabilities and in other liabilities as accrued legal settlement which is further discussed in Note 13 - Contingencies. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Oct. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 – Stockholders’ Equity Controlled Equity Offering On March 28, 2013, the Company entered into a Controlled Equity Offering SM On December 31, 2014, the Sales Agreement was amended in order for the Company to offer and sell, through Cantor, acting as agent, additional shares of Common Stock having an aggregate offering price of $20.0 million. In connection with the amendment to the Sales Agreement, the Company also filed with the SEC a prospectus supplement dated December 31, 2014. During the three months ended October 31, 2015, the Company did not sell any shares of Common Stock under the Sales Agreement. For the three months ended October 31, 2014, the Company sold an aggregate of 505,829 shares of Common Stock under the Sales Agreement at an average price of $5.38 per share and received proceeds of approximately $2.6 million, net of expenses of $82. Share-based compensation The Company has an incentive stock option and restricted stock award plan (the “2005 Plan”), and a long term incentive share award plan, (the “2011 Incentive Plan”), which are more fully described in Note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015. The 2011 Plan, which is the only plan from which awards may now be granted, provides for the award to eligible employees, officers, directors, consultants and other persons of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance awards, and other stock-based awards. The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended 2015 2014 Stock options $ 104 $ 85 Restricted stock 7 13 $ 111 $ 98 The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statements of operations: Three months ended 2015 2014 Cost of clinical laboratory services $ 1 $ 1 Research and development — 1 Selling, general and administrative 110 96 $ 111 $ 98 No excess tax benefits were recognized during the three month periods ended October 31, 2015 and 2014. Stock Option Plans The following table summarizes stock option activity during the three month period ended October 31, 2015: Options Weighted Weighted Aggregate Outstanding at July 31, 2015 1,358,104 $ 3.04 Awarded — $ — Exercised — $ — Cancelled or expired (6,000 ) $ 3.61 Outstanding at end of period 1,352,104 $ 3.04 2.2 years $ 964 Exercisable at end of period 785,188 $ 2.87 1.8 years $ 664 As of October 31, 2015, the total future compensation cost related to non-vested options, not yet recognized in the statements of operations, was $0.4 million and the weighted average period over which the remaining expense of these awards is expected to be recognized is eleven months. The intrinsic value of in the money stock option awards that are vested at the end of the period represents the Company’s closing stock price on the last trading day of the period in excess of the exercise price multiplied by the number of options that vested. Restricted Stock Awards A summary of the activity pursuant to the Company’s unvested restricted stock awards for the three months ended October 31, 2015 is as follows: Awards Weighted Outstanding at July 31, 2015 21,501 $ 8.84 Awarded — $ — Vested (6,751 ) $ (2.10 ) Forfeited (1,500 ) $ (2.86 ) Unvested at end of period 13,250 $ 4.04 The fair value of a restricted stock award is determined based on the closing stock price on the award date. As of October 31, 2015, there was approximately $0.1 million of unrecognized compensation cost related to unvested restricted stock-based compensation to be recognized over a weighted average remaining period of approximately twenty-one months. The fair value of the awards that vested during the three months ended October 31, 2015 and 2014 was $21 and $35, respectively. The total number of shares available for grant as equity awards from the 2011 Incentive Plan is approximately 1,309,000 shares as of October 31, 2015. |
Income taxes
Income taxes | 3 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 10 - Income taxes At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate provision for the three months ended October 31, 2015 was 1.9% compared to 3.4% for the three months ended October 31, 2014. The tax provision for the periods was based on state, local and foreign taxes, net of the benefit for amortization of foreign intangibles. The Company’s effective tax rate for both periods differed from the expected net operating loss carryforward benefit at the U.S. federal statutory rate of 34% primarily due to the inability to recognize such benefit. The carryforward benefit cannot be recognized because of uncertainties relating to future taxable income in terms of both its timing and its sufficiency, which would enable the Company to realize the federal carryforward benefit. The Company files a consolidated Federal income tax return. The Company files combined returns with California, Michigan and New York State and City for certain subsidiaries. Other subsidiaries file separate state and foreign tax returns. |
Royalty and licensing income
Royalty and licensing income | 3 Months Ended |
Oct. 31, 2015 | |
Royalty And Licensing Income [Abstract] | |
Royalty And Licensing Income [Text Block] | Note 11 – Royalty and licensing income The Company’s Life Science segment has a license agreement with Qiagen that began in 2005, whereby the Company earns quarterly royalties on the net sales of Qiagen products subject to the license until the expiration of the patent on April 24, 2018. During the three months ended October 31, 2015 and 2014, the Company recorded royalty income under the agreement of approximately $0.4 million and $1.0 million respectively, which is included in the Life Sciences segment. |
Segment reporting
Segment reporting | 3 Months Ended |
Oct. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 12 – Segment reporting The Company has three reportable segments: Clinical Labs, Life Sciences, and Therapeutics. The Clinical Labs segment provides diagnostic services to the health care community. The Company’s Life Sciences segment develops, manufactures, and markets products to research and pharmaceutical customers. The Company’s Therapeutic segment conducts research and development activities for therapeutic drug candidates. The Company evaluates segment performance based on segment income (loss) before taxes. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative costs which are not allocable to the three reportable segments. Legal fee expense incurred to defend the Company’s intellectual property and other general corporate matters is considered a component of the Other segment. Legal fee expense specific to other segments’ activities has been allocated to those segments. Legal settlements, net represent activities for which royalties would have been received by the Company’s Life Sciences segment had the Company had agreements in place with plaintiffs for the products covered by the settlements. Management of the Company assesses assets on a consolidated basis only and, therefore, assets by reportable segment have not been included in the reportable segments below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended July 31, 2015. The following financial information represents the operating results of the reportable segments of the Company: Three months ended October 31, 2015 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 17,090 — — — $ 17,090 Product revenues — $ 7,687 — — 7,687 Royalty and license fee income — 400 — — 400 17,090 8,087 — — 25,177 Operating expenses: Cost of clinical laboratory services 10,332 — — — 10,332 Cost of product revenues — 3,611 — — 3,611 Research and development — 667 $ 200 — 867 Selling, general and administrative 5,286 3,059 — $ 1,880 10,225 Provision for uncollectible accounts receivable 708 (4 ) — — 704 Legal fee expense 9 (22 ) — 1,614 1,601 Legal settlement, net — (6,800 ) — — (6,800 ) Total operating expenses 16,335 511 200 3,494 20,540 Operating income (loss) 755 7,576 (200 ) (3,494 ) 4,637 Other income (expense) Interest (19 ) 14 — (35 ) (40 ) Other 4 39 — 11 54 Foreign exchange loss — (130 ) — — (130 ) Income (loss) before income taxes $ 740 $ 7,499 $ (200 ) $ (3,518 ) $ 4,521 Depreciation and amortization included above $ 397 $ 530 $ — $ 23 $ 950 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — $ — — — — Selling, general and administrative 10 5 — $ 95 110 Total $ 11 $ 5 — $ 95 $ 111 Capital expenditures $ 437 $ 68 $ — $ — $ 505 Three months ended October 31, 2014 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 15,822 — — — $ 15,822 Product revenues — $ 8,002 — — 8,002 Royalty and license fee income — 1,000 — — 1,000 15,822 9,002 — — 24,824 Operating expenses: Cost of clinical laboratory services 10,130 — — — 10,130 Cost of product revenues — 3,695 — — 3,695 Research and development — 548 $ 243 — 791 Selling, general and administrative 5,066 3,150 — $ 2,069 10,285 Provision for uncollectible accounts receivable 530 11 — — 541 Legal fee expense 91 1 — 2,374 2,466 Total operating expenses 15,817 7,405 243 4,443 27,908 Operating income (loss) 5 1,597 (243 ) (4,443 ) (3,084 ) Other income (expense) Interest (27 ) 2 — (44 ) (69 ) Other 2 (8 ) — 25 19 Foreign exchange gain — (472 ) — — (472 ) Income (loss) before income taxes $ (20 ) $ 1,119 $ (243 ) $ (4,462 ) $ (3,606 ) Depreciation and amortization included above $ 357 $ 560 $ 1 $ 20 $ 938 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — 1 — — 1 Selling, general and administrative 9 $ — — $ 87 96 Total $ 10 $ 1 — $ 87 $ 98 Capital expenditures $ 254 $ 10 $ — $ — $ 264 |
Contingencies
Contingencies | 3 Months Ended |
Oct. 31, 2015 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | Note 13 – Contingencies On June 7, 2004, the Company and Enzo Life Sciences, Inc., filed suit in the United States District Court for the District of Connecticut against Applera Corporation and its wholly-owned subsidiary Tropix, Inc., which became Life Technologies, Inc. (NASDAQ:LIFE) and was acquired by Thermo Fisher Scientific, Inc. (NYSE:TMO) on February 3, 2014. The complaint alleged infringement of six patents relating to DNA sequencing systems, labeled nucleotide products, and other technology. Yale University is the owner of four of the patents and the Company is the exclusive licensee. These four patents are commonly referred to as the “Ward” patents. On November 12, 2012, a jury in New Haven found that one of these patents (United States Patent No. 5,449,667) was infringed and not proven invalid. The jury awarded $48.5 million for this infringement. On January 6, 2014, the judge awarded prejudgment interest of approximately $12.5 million and additional post-interest on the full amount will also be awarded starting November 7, 2012 until the total award is satisfied. The final award to the Company could be reduced or be subject to possible claims from third parties. On March 16, 2015, the Court of Appeals for the Federal Circuit vacated that judgment in a decision remanding the matter to the district court for further proceedings. The Company has moved for reconsideration of that decision by the panel and for en banc rehearing by the full Court. There can be no assurance that the Company will be successful in this litigation. Even if the Company is not successful, management does not believe that there will be a significant adverse monetary impact on the Company. As of August 1, 2014 the Company was engaged in litigation in the United States District Court for the Southern District of New York against Roche Diagnostic GmbH and its related company Roche Molecular Systems, Inc. (“Roche”), as declaratory judgment defendant. This case was commenced in May 2004. Roche seeks a declaratory judgment of non-breach of contract and patent invalidity against the Company. Roche has also asserted tort claims against the Company. The Company has asserted breach of contract and patent infringement causes of action against Roche. There has been extensive discovery in the case. In 2011, Roche moved for summary judgment of non-infringement regarding the Company’s patent claims. In 2012, the motion was granted in part and denied in part. In December 2012, Roche moved for summary judgment on the Company’s non-patent claims. Additional discovery was taken and the Company responded to the motions in May 2013. On December 6, 2013, the Court granted in part and denied in part Roche’s summary judgment motion. On October 22, 2014, the Court ordered that damages discovery concerning the Company’s remaining contract and patent claims and Roche’s claims should be completed by January 30, 2015, and expert discovery should be completed following the Court’s not-yet-issued claim construction ruling concerning the Company’s patent infringement claim against Roche. Roche dropped its tort claims during damages discovery. On April 28, 2015, the Court heard oral argument on claim construction issues. On May 8, 2015, Roche and the Company jointly moved the Court to extend the schedule for damages discovery until May 29, 2015, and the Court granted that motion. The litigation in the United States District Court for the Southern District of New York between the Company and Molecular Probes, Inc. terminated on May 11, 2015, with a settlement in favor of the Company in the amount of $170. Through October 31, 2015, the Company’s former legal counsel, Greenberg Traurig LLP (“GT”), was also engaged in litigation against the Company in the United States District Court for the Southern District of New York concerning GT’s request for a charging lien against another matter relating to its representation of the Company in the Roche and other cases. On April 22, 2014, the Company as plaintiff finalized and executed a settlement agreement with Affymetrix, Inc. to settle patent litigation actions before the U.S. District Court, Southern District of New York (the “Agreement”) in the amount of $5.1 million. Under terms of the Agreement, Affymetrix paid to the Company $4.3 million and paid to the Company’s attorneys $0.8 million. On June 20, 2014, the Company, as plaintiff finalized and executed a settlement agreement with PerkinElmer, Inc., and PerkinElmer Health Sciences, Inc. (formerly known as PerkinElmer Life Sciences, Inc.) (together, “PerkinElmer”), with respect to an action between the Company and PerkinElmer before the U.S. District Court, Southern District of New York, Case No 03-CV-3817. PerkinElmer paid $7.0 million in escrow pursuant to the agreement because of GT’s requesting a charging lien for fees allegedly owed for past services rendered to the Company as referenced above. Because the settlement proceeds were held in escrow, and the amount the Company would ultimately receive was indeterminable, the Company has not included the settlement in the financial statements as of or for any periods through October 31, 2015. Any applicable amounts will be recognized when so distributed. On December 3, 2015, the Company entered into a Settlement Agreement with GT pursuant to which the Company and GT resolved their respective claims against each other. The escrow referred to above will be distributed in accordance with the terms of the Settlement Agreement, upon the entry by the Court of the Stipulation, Order and Judgement. In 2012, the Company received a Subpoena Duces Tecum (the “Subpoena”) from the Department of Health and Human Services, Office of Inspector General (“OIG”). The Subpoena was issued as part of an investigation being conducted by the US Attorney’s Office for the Eastern District of New York in conjunction with the OIG. While a number of potential issues were raised initially by the government, the investigation came to focus primarily on an alleged failure to collect diagnosis codes from physicians who ordered tests through Enzo Clinical Labs. The time period initially covered by the investigation was from 2004 through 2011. In response to the Subpoena, the Company cooperated with the government. On September 22, 2014, the Company and the U.S. Department of Justice reached a settlement agreement to resolve this matter, in substantive form as disclosed in the Company’s fiscal quarter ended April 30, 2014. During the quarter ended April, 30, 2014, the Company recorded a charge of $2.0 million in the statement of operations under legal settlements, net within the Clinical Labs segment. The settlement amount will be paid with interest over a five-year period. As of October 31, 2015, the Company carried a balance of $0.4 million as other current liabilities and $0.8 million as a non-current liability. Under certain circumstances, the Company may be required to accelerate payments and/or pay up to an additional $1.5 million based upon (i) a favorable recovery and collection related to the judgment in the Life Technologies matter discussed above, (ii) receipt of additional capital greater than $10.0 million in a fiscal year (in that case, the Company is required to pay 20% of any amount over $10.0 million plus interest, or (iii) sale of the Company. The final settlement covers the time period 2004-2014. On July 2, 2015, the Company as Plaintiff executed a settlement agreement with Luminex Corporation with respect to an action between the Company and Abbott Laboratories and Abbott Molecular, Inc (Defendants) and Luminex Corporation (Intervening Defendant) before the United States District Court for the District of Delaware for alleged patent infringement. Luminex paid the Company a total of $7.1 million as consideration for this agreement and the dismissal of the litigation against Luminex. On July 20, 2015, the Company as a Plaintiff finalized and executed a settlement agreement with Siemens Healthcare Diagnostics Inc. (“Siemens”) to settle a patent litigation lawsuit before the U.S. District Court for the District of Delaware in the amount of $9.5 million. Under terms of the agreement, Siemens will also pay the Company additional royalties of $1.0 million per annum on sales of its molecular products manufactured and/or sold in the United States during the its fiscal years 2015 through 2019 if sales of such products exceed a contractual amount. The net settlement amount was included in other receivables in the consolidated balance sheet as of July 31, 2015 and was received in August 2015. On October 9, 2015, the Company reached and finalized a settlement with Affymetrix, Inc. in the amount of $6.8 million, net in an infringement action brought by the Company regarding its US Patent no. 7,064,197. The case was originally brought by the Company in the United States District Court for the District of Delaware. This settlement is included in statement of operations under Legal settlements, net within the Life Science segment. The Company is party to other claims, legal actions, complaints, and contractual disputes that arise in the ordinary course of business. The Company believes that any liability that may ultimately result from the resolution of these matters will not, individually or in the aggregate, have a material adverse effect on its financial position or results of operations |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: October 31, July 31, Raw materials $ 1,109 $ 1,013 Work in process 1,984 2,002 Finished products 4,489 4,381 $ 7,582 $ 7,396 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | The Company’s change in the net carrying amount of intangible assets, all of which is included in the Life Sciences segment is as follows: Gross Accumulated Net July 31, 2015 $ 27,838 $ (21,683 ) $ 6,155 Amortization expense — (423 ) (423 ) Foreign currency translation (97 ) 72 (25 ) October 31, 2015 $ 27,741 $ (22,034 ) $ 5,707 |
Schedule of Intangible Assets [Table Text Block] | Intangible assets consist of the following: October 31, 2015 July 31, 2015 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (10,879 ) $ 148 $ 11,028 $ (10,871 ) $ 157 Customer relationships 12,190 (7,621 ) 4,569 12,243 (7,398 ) 4,845 Website and acquired content 1,016 (1,016 ) — 1,020 (1,020 ) — Licensed technology and other 515 (443 ) 72 518 (441 ) 77 Trademarks 2,993 (2,075 ) 918 3,029 (1,953 ) 1,076 Total $ 27,741 $ (22,034 ) $ 5,707 $ 27,838 $ (21,683 ) $ 6,155 |
Schedule of Useful Lives For Acquisitions [Table Text Block] | At October 31, 2015, information with respect to intangibles assets acquired is as follows: Useful life Weighted average remaining useful life Customer relationships 8-15 years 5 years Trademarks 5 years 2 years Other intangibles 10 years 4 years |
Accrued Liabilities and Other23
Accrued Liabilities and Other Current Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consist of the following: October 31, July 31, Legal fee expense $ 4,999 $ 4,183 Payroll, benefits, and commissions 4,717 3,907 Professional fees 491 678 Research and development 300 300 Other 1,850 2,229 $ 12,357 $ 11,297 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of Other Liabilities [Table Text Block] | Other liabilities consist of the following: October 31, July 31, Accrued legal settlement $ 807 $ 1,220 Capital lease obligations, net of short term 305 210 Installment loans, net of short term 245 363 $ 1,357 $ 1,793 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended 2015 2014 Stock options $ 104 $ 85 Restricted stock 7 13 $ 111 $ 98 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statements of operations: Three months ended 2015 2014 Cost of clinical laboratory services $ 1 $ 1 Research and development — 1 Selling, general and administrative 110 96 $ 111 $ 98 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity during the three month period ended October 31, 2015: Options Weighted Weighted Aggregate Outstanding at July 31, 2015 1,358,104 $ 3.04 Awarded — $ — Exercised — $ — Cancelled or expired (6,000 ) $ 3.61 Outstanding at end of period 1,352,104 $ 3.04 2.2 years $ 964 Exercisable at end of period 785,188 $ 2.87 1.8 years $ 664 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the activity pursuant to the Company’s unvested restricted stock awards for the three months ended October 31, 2015 is as follows: Awards Weighted Outstanding at July 31, 2015 21,501 $ 8.84 Awarded — $ — Vested (6,751 ) $ (2.10 ) Forfeited (1,500 ) $ (2.86 ) Unvested at end of period 13,250 $ 4.04 |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Oct. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following financial information represents the operating results of the reportable segments of the Company: Three months ended October 31, 2015 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 17,090 — — — $ 17,090 Product revenues — $ 7,687 — — 7,687 Royalty and license fee income — 400 — — 400 17,090 8,087 — — 25,177 Operating expenses: Cost of clinical laboratory services 10,332 — — — 10,332 Cost of product revenues — 3,611 — — 3,611 Research and development — 667 $ 200 — 867 Selling, general and administrative 5,286 3,059 — $ 1,880 10,225 Provision for uncollectible accounts receivable 708 (4 ) — — 704 Legal fee expense 9 (22 ) — 1,614 1,601 Legal settlement, net — (6,800 ) — — (6,800 ) Total operating expenses 16,335 511 200 3,494 20,540 Operating income (loss) 755 7,576 (200 ) (3,494 ) 4,637 Other income (expense) Interest (19 ) 14 — (35 ) (40 ) Other 4 39 — 11 54 Foreign exchange loss — (130 ) — — (130 ) Income (loss) before income taxes $ 740 $ 7,499 $ (200 ) $ (3,518 ) $ 4,521 Depreciation and amortization included above $ 397 $ 530 $ — $ 23 $ 950 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — $ — — — — Selling, general and administrative 10 5 — $ 95 110 Total $ 11 $ 5 — $ 95 $ 111 Capital expenditures $ 437 $ 68 $ — $ — $ 505 Three months ended October 31, 2014 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 15,822 — — — $ 15,822 Product revenues — $ 8,002 — — 8,002 Royalty and license fee income — 1,000 — — 1,000 15,822 9,002 — — 24,824 Operating expenses: Cost of clinical laboratory services 10,130 — — — 10,130 Cost of product revenues — 3,695 — — 3,695 Research and development — 548 $ 243 — 791 Selling, general and administrative 5,066 3,150 — $ 2,069 10,285 Provision for uncollectible accounts receivable 530 11 — — 541 Legal fee expense 91 1 — 2,374 2,466 Total operating expenses 15,817 7,405 243 4,443 27,908 Operating income (loss) 5 1,597 (243 ) (4,443 ) (3,084 ) Other income (expense) Interest (27 ) 2 — (44 ) (69 ) Other 2 (8 ) — 25 19 Foreign exchange gain — (472 ) — — (472 ) Income (loss) before income taxes $ (20 ) $ 1,119 $ (243 ) $ (4,462 ) $ (3,606 ) Depreciation and amortization included above $ 357 $ 560 $ 1 $ 20 $ 938 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — 1 — — 1 Selling, general and administrative 9 $ — — $ 87 96 Total $ 10 $ 1 — $ 87 $ 98 Capital expenditures $ 254 $ 10 $ — $ — $ 264 |
Net income (loss) per share (De
Net income (loss) per share (Details) - shares | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Weighted Average Stock Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Included In Computation Of Earnings Per Share Amount | 125,000 | |
Unvested Restricted Stock [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 482,000 | |
In the Money Stock Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 482,000 | |
Outstanding Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 374,000 | 142,000 |
Supplemental disclosure for s28
Supplemental disclosure for statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income Taxes Paid | $ 27 | $ 26 |
Interest Paid | 41 | 69 |
Installment Loans Financed Amount | 38 | $ 19 |
Capital Lease Obligation Cost Basis | $ 157 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory, current - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Schedule of inventory, current [Abstract] | ||
Raw materials | $ 1,109 | $ 1,013 |
Work in process | 1,984 | 2,002 |
Finished products | 4,489 | 4,381 |
$ 7,582 | $ 7,396 |
Goodwill and intangible asset30
Goodwill and intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Jul. 31, 2015 | |
Goodwill and intangible assets (Details) [Line Items] | ||
Goodwill | $ 7,452 | $ 7,452 |
Intangible Assets, Amortization Period [Member] | ||
Goodwill and intangible assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 4 years |
Goodwill and intangible asset31
Goodwill and intangible assets (Details) - Schedule of indefinite-lived intangible assets - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
July 31, 2015 | $ 27,838 | |
July 31, 2015 | (21,683) | |
July 31, 2015 | 6,155 | |
Amortization expense | (423) | $ (431) |
Amortization expense | (423) | $ (431) |
October 31, 2015 | 27,741 | |
October 31, 2015 | (22,034) | |
October 31, 2015 | 5,707 | |
Life Sciences [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
July 31, 2015 | 27,838 | |
July 31, 2015 | (21,683) | |
July 31, 2015 | 6,155 | |
Amortization expense | (423) | |
Amortization expense | (423) | |
Foreign currency translation | (97) | |
Foreign currency translation | 72 | |
Foreign currency translation | (25) | |
October 31, 2015 | 27,741 | |
October 31, 2015 | (22,034) | |
October 31, 2015 | $ 5,707 |
Goodwill and intangible asset32
Goodwill and intangible assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 27,741 | $ 27,838 |
Finite-lived intangible assets, Accumulated Amortization | (22,034) | (21,683) |
Finite-lived intangible assets, Net | 5,707 | 6,155 |
Patents [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 11,027 | 11,028 |
Finite-lived intangible assets, Accumulated Amortization | (10,879) | (10,871) |
Finite-lived intangible assets, Net | 148 | 157 |
Customer Relationships [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 12,190 | 12,243 |
Finite-lived intangible assets, Accumulated Amortization | (7,621) | (7,398) |
Finite-lived intangible assets, Net | 4,569 | 4,845 |
Website And Acquired Content [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 1,016 | 1,020 |
Finite-lived intangible assets, Accumulated Amortization | (1,016) | (1,020) |
Licensed Technology And Other [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 515 | 518 |
Finite-lived intangible assets, Accumulated Amortization | (443) | (441) |
Finite-lived intangible assets, Net | 72 | 77 |
Trademarks [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,993 | 3,029 |
Finite-lived intangible assets, Accumulated Amortization | (2,075) | (1,953) |
Finite-lived intangible assets, Net | $ 918 | $ 1,076 |
Goodwill and intangible asset33
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions | 3 Months Ended |
Oct. 31, 2015 | |
Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Weighted average remaining useful life | 5 years |
Trademarks [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 5 years |
Weighted average remaining useful life | 2 years |
Other Intangible Assets [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 10 years |
Weighted average remaining useful life | 4 years |
Minimum [Member] | Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 8 years |
Maximum [Member] | Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 15 years |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2015 | Jul. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Line of Credit Facility Expiration Month and Year | December 2,016 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | |
Line of Credit Facility Additional Borrowings Capacity | 4,000,000 | |
Unamortized Debt Issuance Expense | $ 281,000 | |
LIBOR Rate Period | 3 months | |
Debt Instrument, Description of Variable Rate Basis | three month LIBOR rate, with a floor of 1.25% plus an applicable margin of 4.0% | |
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
Debt Instrument Margin on Variable Rate | 4.00% | |
Debt Instrument Increase in Interest Rate on Default | 3.00% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |
Long-term Line of Credit | $ 3,013,000 | $ 3,013,000 |
Line of Credit Facility Minimum Borrowings | 2,000,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | 2,400,000 | |
Line of Credit Facility Minimum Liquidity Requirement | 3,000,000 | |
Line of Credit Facility Minimum Liquidity Current | 11,000,000 | |
Line of Credit Facility Minimum Cash Burn | 0 | |
Line of Credit Facility Cash Burn Current | 1,400,000 | |
Line of Credit Facility Minimum Cash Burn Excluding Capital Expenditures | 7,000,000 | |
Line of Credit Facility Cash Burn Current Excluding Capital Expenditures | $ 33,100,000 |
Accrued Liabilities and Other35
Accrued Liabilities and Other Current Liabilities (Details) - Accrued liabilities - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Accrued liabilities [Abstract] | ||
Legal fee expense | $ 4,999 | $ 4,183 |
Payroll, benefits, and commissions | 4,717 | 3,907 |
Professional fees | 491 | 678 |
Research and development | 300 | 300 |
Other | 1,850 | 2,229 |
$ 12,357 | $ 11,297 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Other Liabilities (Details) [Line Items] | ||
Other Liabilities, Current | $ 969 | $ 886 |
Accrued Legal Settlement | 1,200 | |
Capital Lease Obligation [Member] | Clinical Labs [Member] | ||
Other Liabilities (Details) [Line Items] | ||
Capital Leases, Future Minimum Payments, Interest Included in Payments | 23 | |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 579 | |
Other Liabilities, Current | 274 | |
Installment Loans [Member] | Clinical Labs [Member] | ||
Other Liabilities (Details) [Line Items] | ||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 534 | |
Other Liabilities, Current | $ 289 |
Other Liabilities (Details) - S
Other Liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 |
Other Liabilities (Details) - Schedule of other current liabilities [Line Items] | ||
Other liabilities | $ 1,357 | $ 1,793 |
Accrued Legal Settlement [Member] | ||
Other Liabilities (Details) - Schedule of other current liabilities [Line Items] | ||
Other liabilities | 807 | 1,220 |
Capital Lease Obligations [Member] | ||
Other Liabilities (Details) - Schedule of other current liabilities [Line Items] | ||
Other liabilities | 305 | 210 |
Installment Loans [Member] | ||
Other Liabilities (Details) - Schedule of other current liabilities [Line Items] | ||
Other liabilities | $ 245 | $ 363 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity (Details) [Line Items] | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||
Maximum Offering Price Under Sales Agreement | $ 20,000,000 | $ 20,000,000 | ||
Percentage of Commission Payable on Equity Offering | 3.00% | |||
Proceeds from Issuance of Common Stock | $ 2,322,000 | |||
Excess Tax Benefit from Share-based Compensation, Financing Activities | $ 0 | 0 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 400,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 100,000 | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Outstanding Weighted Average Remaining Contractual Terms | 21 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 21,000 | $ 35,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 1,309,000 | |||
Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues (in Shares) | 505,829 | |||
Average Sale Price of Stock (in Dollars per share) | $ 5.38 | |||
Stock Offering and Commissions Expenses | $ 82,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | $ 111 | $ 98 |
Options [Member] | ||
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | 104 | 85 |
Restricted Stocks [Member] | ||
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | $ 7 | $ 13 |
Stockholders' Equity (Details40
Stockholders' Equity (Details) - Schedule of share-based compensation expense by line item - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | $ 111 | $ 98 |
Cost of Clinical Laboratory Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | 1 | 1 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | 1 | |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | $ 110 | $ 96 |
Stockholders' Equity (Details41
Stockholders' Equity (Details) - Schedule of stock option plans $ / shares in Units, $ in Thousands | 3 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Schedule of stock option plans [Abstract] | |
Outstanding at July 31, 2015 | shares | 1,358,104 |
Outstanding at July 31, 2015 | $ 3.04 |
Cancelled or expired | shares | (6,000) |
Cancelled or expired | $ 3.61 |
Outstanding at end of period | shares | 1,352,104 |
Outstanding at end of period | $ 3.04 |
Outstanding at end of period | 2 years 73 days |
Outstanding at end of period | $ | $ 964 |
Exercisable at end of period | shares | 785,188 |
Exercisable at end of period | $ 2.87 |
Exercisable at end of period | 1 year 292 days |
Exercisable at end of period | $ | $ 664 |
Stockholders' Equity (Details42
Stockholders' Equity (Details) - Schedule of restricted stock awards | 3 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Schedule of restricted stock awards [Abstract] | |
Outstanding at July 31, 2015 | shares | 21,501 |
Outstanding at July 31, 2015 | $ 8.84 |
Vested | shares | (6,751) |
Vested | $ (2.10) |
Forfeited | shares | (1,500) |
Forfeited | $ (2.86) |
Unvested at end of period | shares | 13,250 |
Unvested at end of period | $ 4.04 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 1.90% | 3.40% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 34.00% |
Royalty and licensing income (D
Royalty and licensing income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Royalty and licensing income (Details) [Line Items] | ||
Patent Expiration Date | Apr. 24, 2018 | |
Life Sciences [Member] | ||
Royalty and licensing income (Details) [Line Items] | ||
Royalty Revenue | $ 0.4 | $ 1 |
Segment reporting (Details)
Segment reporting (Details) | 3 Months Ended |
Oct. 31, 2015 | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Segment reporting (Details) - S
Segment reporting (Details) - Schedule of segment reporting information, by segment - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
Revenues: | |||
Clinical laboratory services | $ 17,090 | $ 15,822 | |
Product revenues | 7,687 | 8,002 | |
Royalty and license fee income | 400 | 1,000 | |
Total revenues | 25,177 | 24,824 | |
Operating expenses: | |||
Cost of clinical laboratory services | 10,332 | 10,130 | |
Cost of product revenues | 3,611 | 3,695 | |
Research and development | 867 | 791 | |
Selling, general and administrative | 10,225 | 10,285 | |
Provision for uncollectible accounts receivable | 704 | 541 | |
Legal fee expense | 1,601 | 2,466 | |
Legal settlement, net | $ (170) | (6,800) | |
Operating income (loss) | 4,637 | (3,084) | |
Other income (expense) | |||
Other | 54 | 19 | |
Foreign exchange gain (loss) | (130) | (472) | |
Share-based compensation included in above: | |||
Share-based compensation | 111 | 98 | |
Clinical Labs [Member] | |||
Revenues: | |||
Clinical laboratory services | 17,090 | 15,822 | |
Total revenues | 17,090 | 15,822 | |
Operating expenses: | |||
Cost of clinical laboratory services | 10,332 | 10,130 | |
Selling, general and administrative | 5,286 | 5,066 | |
Provision for uncollectible accounts receivable | 708 | 530 | |
Legal fee expense | 9 | 91 | |
Total operating expenses | 16,335 | 15,817 | |
Operating income (loss) | 755 | 5 | |
Other income (expense) | |||
Interest | (19) | (27) | |
Other | 4 | 2 | |
Income (loss) before income taxes | 740 | (20) | |
Depreciation and amortization included above | 397 | 357 | |
Share-based compensation included in above: | |||
Capital expenditures | 437 | 254 | |
Life Sciences [Member] | |||
Revenues: | |||
Product revenues | 7,687 | 8,002 | |
Royalty and license fee income | 400 | 1,000 | |
Total revenues | 8,087 | 9,002 | |
Operating expenses: | |||
Cost of product revenues | 3,611 | 3,695 | |
Research and development | 667 | 548 | |
Selling, general and administrative | 3,059 | 3,150 | |
Provision for uncollectible accounts receivable | (4) | 11 | |
Legal fee expense | (22) | 1 | |
Legal settlement, net | (6,800) | ||
Total operating expenses | 511 | 7,405 | |
Operating income (loss) | 7,576 | 1,597 | |
Other income (expense) | |||
Interest | 14 | 2 | |
Other | 39 | (8) | |
Foreign exchange gain (loss) | (130) | (472) | |
Income (loss) before income taxes | 7,499 | 1,119 | |
Depreciation and amortization included above | 530 | 560 | |
Share-based compensation included in above: | |||
Capital expenditures | 68 | 10 | |
Therapeutics [Member] | |||
Operating expenses: | |||
Research and development | 200 | 243 | |
Total operating expenses | 200 | 243 | |
Operating income (loss) | (200) | (243) | |
Other income (expense) | |||
Income (loss) before income taxes | (200) | (243) | |
Depreciation and amortization included above | 1 | ||
Other Segments [Member] | |||
Operating expenses: | |||
Selling, general and administrative | 1,880 | 2,069 | |
Legal fee expense | 1,614 | 2,374 | |
Total operating expenses | 3,494 | 4,443 | |
Operating income (loss) | (3,494) | (4,443) | |
Other income (expense) | |||
Interest | (35) | (44) | |
Other | 11 | 25 | |
Income (loss) before income taxes | (3,518) | (4,462) | |
Depreciation and amortization included above | 23 | 20 | |
Consolidated [Member] | |||
Revenues: | |||
Clinical laboratory services | 17,090 | 15,822 | |
Product revenues | 7,687 | 8,002 | |
Royalty and license fee income | 400 | 1,000 | |
Total revenues | 25,177 | 24,824 | |
Operating expenses: | |||
Cost of clinical laboratory services | 10,332 | 10,130 | |
Cost of product revenues | 3,611 | 3,695 | |
Research and development | 867 | 791 | |
Selling, general and administrative | 10,225 | 10,285 | |
Provision for uncollectible accounts receivable | 704 | 541 | |
Legal fee expense | 1,601 | 2,466 | |
Legal settlement, net | (6,800) | ||
Total operating expenses | 20,540 | 27,908 | |
Operating income (loss) | 4,637 | (3,084) | |
Other income (expense) | |||
Interest | (40) | (69) | |
Other | 54 | 19 | |
Foreign exchange gain (loss) | (130) | (472) | |
Income (loss) before income taxes | 4,521 | (3,606) | |
Depreciation and amortization included above | 950 | 938 | |
Share-based compensation included in above: | |||
Capital expenditures | 505 | 264 | |
Cost of Clinical Laboratory Services [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | 1 | |
Cost of Clinical Laboratory Services [Member] | Clinical Labs [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | 1 | |
Cost of Clinical Laboratory Services [Member] | Consolidated [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | 1 | |
Research and Development Expense [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | ||
Research and Development Expense [Member] | Life Sciences [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | ||
Research and Development Expense [Member] | Consolidated [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 1 | ||
Selling, General and Administrative Expenses [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 110 | 96 | |
Selling, General and Administrative Expenses [Member] | Clinical Labs [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 10 | 9 | |
Selling, General and Administrative Expenses [Member] | Life Sciences [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 5 | ||
Selling, General and Administrative Expenses [Member] | Other Segments [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 95 | 87 | |
Selling, General and Administrative Expenses [Member] | Consolidated [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 110 | 96 | |
Total [Member] | Clinical Labs [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 11 | 10 | |
Total [Member] | Life Sciences [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 5 | 1 | |
Total [Member] | Other Segments [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | 95 | 87 | |
Total [Member] | Consolidated [Member] | |||
Share-based compensation included in above: | |||
Share-based compensation | $ 111 | $ 98 |
Contingencies (Details)
Contingencies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Apr. 22, 2014USD ($) | Nov. 30, 2012 | Jun. 30, 2004 | Oct. 31, 2015USD ($) | Apr. 30, 2014USD ($) | Jun. 20, 2014USD ($) | |
Contingencies (Details) [Line Items] | ||||||||
Gain Contingency, Patents Allegedly Infringed upon, Number | 6 | |||||||
Number of Licensee Patents | 4 | 4 | ||||||
Gain Contingency, Patents Found Not Infringed upon, Number | 1 | |||||||
Gain Contingencies Prejudgement Interest | $ 12,500 | |||||||
Gain (Loss) Related to Litigation Settlement | $ 170 | 6,800 | ||||||
Estimated Litigation Liability, Current | 10,000 | $ 10,000 | ||||||
Affymetrix Inc [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Payments for Legal Settlements | 6,800 | |||||||
Perkin Elmer [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Escrow Deposit | $ 7,000 | |||||||
Luminex [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement, Amount | $ 7,100 | |||||||
Siemens [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement, Amount | 9,500 | |||||||
Royalty Revenue | $ 1,000 | |||||||
Agreement [Member] | Affymetrix Inc [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement, Amount | $ 5,100 | |||||||
Proceeds from Legal Settlements | 4,300 | |||||||
Litigation Settlement, Expense | $ 800 | |||||||
Subpoena [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Investigation Period | The time period initially covered by the investigation was from 2004 through 2011 | |||||||
Estimated Litigation Settlement Amount | $ 2,000 | |||||||
Period Over Which Settlement Amount Has to Be Paid | 5 years | |||||||
Estimated Litigation Liability, Current | 400 | $ 400 | ||||||
Estimated Litigation Liability, Noncurrent | 800 | 800 | ||||||
Additional Payment of Litigation Settlement Amount | $ 1,500 | |||||||
Percentage of Additional Payment of Litigation Settlement Amount over Additional Capital Receipt | 20.00% | |||||||
Indemnification Agreement [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Gain Contingency, Unrecorded Amount | $ 48,500 | $ 48,500 | ||||||
Minimum [Member] | Siemens [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement Period | 2,015 | |||||||
Minimum [Member] | Subpoena [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement Period | 2,004 | |||||||
Amount of Additional Capital Receipt Condition for Litigation Settlement | $ 10,000 | |||||||
Maximum [Member] | Siemens [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement Period | 2,019 | |||||||
Maximum [Member] | Subpoena [Member] | ||||||||
Contingencies (Details) [Line Items] | ||||||||
Litigation Settlement Period | 2,014 |