Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2020 | Dec. 01, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | ENZO BIOCHEM INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Entity Common Stock, Shares Outstanding | 47,895,050 | |
Amendment Flag | false | |
Entity Central Index Key | 0000316253 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Oct. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-09974 | |
Entity Incorporation, State or Country Code | NY | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 45,914 | $ 47,865 |
Accounts receivable, net | 12,051 | 9,141 |
Inventories | 8,185 | 7,784 |
Prepaid expenses | 4,152 | 3,975 |
Total current assets | 70,302 | 68,765 |
Property, plant, and equipment, net | 14,506 | 14,482 |
Right-of-use assets | 19,316 | 19,916 |
Goodwill | 7,452 | 7,452 |
Intangible assets, net | 460 | 538 |
Other, including restricted cash of $750 | 1,467 | 1,385 |
Total assets | 113,503 | 112,538 |
Current liabilities: | ||
Accounts payable - trade | 7,842 | 8,503 |
Accrued liabilities | 14,513 | 12,833 |
Current portion of operating lease liabilities | 3,966 | 4,121 |
Other current liabilities and finance leases short term | 287 | 344 |
Other short term debt | 7,000 | 7,000 |
Total current liabilities | 33,608 | 32,801 |
Other liabilities and finance leases long term | 173 | 192 |
Operating lease liabilities, non-current | 16,257 | 16,679 |
Long term debt - net | 4,447 | 4,485 |
Total liabilities | 54,485 | 54,157 |
Commitments and contingencies – see Note 12 | ||
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: 47,895,050 at October 31, 2020 and July 31, 2020 | 479 | 479 |
Additional paid-in capital | 334,640 | 334,473 |
Accumulated deficit | (277,953) | (278,252) |
Accumulated other comprehensive income | 1,852 | 1,681 |
Total stockholders’ equity | 59,018 | 58,381 |
Total liabilities and stockholders’ equity | $ 113,503 | $ 112,538 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Other, including restricted cash (in Dollars) | $ 750 | $ 750 |
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 | ||
Preferred stock, shares outstanding | ||
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 | 47,895,050 | 47,895,050 |
Common stock, shares outstanding | 47,895,050 | 47,895,050 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 28,655 | $ 20,207 |
Operating costs and expenses: | ||
Cost of revenues | 16,758 | 14,521 |
Research and development | 746 | 1,054 |
Selling, general and administrative | 10,014 | 11,139 |
Legal and related expense | 640 | 1,696 |
Total operating costs and expenses | 28,158 | 28,410 |
Operating income (loss) | 497 | (8,203) |
Other income (expense): | ||
Interest, net | (51) | 237 |
Other | 17 | 127 |
Foreign exchange (loss) gain | (164) | 191 |
Total other income (expense) | (198) | (7,648) |
Net income (loss) | $ 299 | $ (7,648) |
Net income (loss) per common share: | ||
Basic (in Dollars per share) | $ 0.01 | $ (0.16) |
Diluted (in Dollars per share) | $ 0.01 | $ (0.16) |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 47,895 | 47,557 |
Diluted (in Shares) | 47,905 | 47,557 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 299 | $ (7,648) |
Other comprehensive gain (loss): | ||
Foreign currency translation adjustments | 171 | (271) |
Comprehensive income (loss) | $ 470 | $ (7,919) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Jul. 31, 2019 | $ 476 | $ 332,704 | $ (249,732) | $ 2,580 | $ 86,028 |
Balance (in Shares) at Jul. 31, 2019 | 47,556,807 | ||||
Net income (loss) | (7,648) | (7,648) | |||
Share-based compensation charges | 219 | 219 | |||
Foreign currency translation adjustments | (271) | (271) | |||
Balance at Oct. 31, 2019 | $ 476 | 332,923 | (257,380) | 2,309 | 78,328 |
Balance (in Shares) at Oct. 31, 2019 | 47,556,807 | ||||
Balance at Jul. 31, 2020 | $ 479 | 334,473 | (278,252) | 1,681 | 58,381 |
Balance (in Shares) at Jul. 31, 2020 | 47,895,050 | ||||
Net income (loss) | 299 | 299 | |||
Share-based compensation charges | 167 | 167 | |||
Foreign currency translation adjustments | 171 | 171 | |||
Balance at Oct. 31, 2020 | $ 479 | $ 334,640 | $ (277,953) | $ 1,852 | $ 59,018 |
Balance (in Shares) at Oct. 31, 2020 | 47,895,050 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 299 | $ (7,648) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization of property, plant and equipment | 585 | 579 |
Amortization of intangible assets | 75 | 146 |
Share-based compensation charges | 167 | 219 |
Accrual for share-based 401(k) employer match expense | 211 | 207 |
Foreign exchange loss (gain) | 152 | (217) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,865) | 890 |
Inventories | (340) | 310 |
Prepaid expenses and other assets | (314) | 517 |
Accounts payable – trade | (658) | 1,325 |
Accrued liabilities, other current liabilities and other liabilities | 1,480 | 1,606 |
Total adjustments | (1,507) | 5,582 |
Net cash used in operating activities | (1,208) | (2,066) |
Cash flows from investing activities: | ||
Capital expenditures | (617) | (274) |
Net cash used in investing activities | (617) | (274) |
Cash flows from financing activities: | ||
Repayments under mortgage agreement and finance leases | (113) | (105) |
Cost to obtain loan | (66) | |
Net cash used in financing activities | (113) | (171) |
Effect of exchange rate changes on cash and cash equivalents | (13) | 8 |
Decrease in cash and cash equivalents and restricted cash | (1,951) | (2,503) |
Cash and cash equivalents and restricted cash - beginning of period | 48,615 | 60,146 |
Total cash and cash equivalents and restricted cash - end of period | 46,664 | 57,643 |
The composition of total cash and cash equivalents and restricted cash is as follows: | ||
Cash and cash equivalents | 45,914 | 56,893 |
Restricted cash included in other assets | 750 | 750 |
Total cash and cash equivalents and restricted cash | $ 46,664 | $ 57,643 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, Enzo Realty LLC and Enzo Realty II LLC, collectively or with one or more of its subsidiaries referred to as the “Company” or “Companies”. The Company has three reportable segments: Clinical Services, Products, and Therapeutics. The consolidated balance sheet as of October 31, 2020, the consolidated statements of operations, comprehensive income (loss) and stockholders’ equity for the three months ended October 31, 2020, and the consolidated statements of cash flows for the three months ended October 31, 2020 (the “interim statements”) 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 interim statements should be read in conjunction with the consolidated financial statements for the year ended July 31, 2020 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, 2020 has been derived from the audited financial statements at that date. The results of operations for the three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. A novel strain of coronavirus (“COVID-19”) continues to spread and severely impact the economy of the United States and other countries around the world. Federal, state and local governmental policies and initiatives designed to reduce the transmission of COVID-19 have resulted in, among other things, a significant reduction in physician office visits, the cancellation of elective medical procedures, customers of our products closing or severely curtailing their operations (voluntarily or in response to government orders), and the adoption of work-from-home or shelter-in-place policies. The COVID-19 impact on the Company’s operations is consistent with the overall industry and publicly issued statements from competitors, partners, and vendors. The extent to which our businesses may be affected by the COVID-19 pandemic will largely depend on both current and future developments, including its duration, spread and treatment including vaccines in various stages of development and federal approval, and related work and travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted at this time. Global supply chain issues due to the pandemic hamper both production of products within the life science division as well as testing capabilities in the clinical laboratory. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The extent to which the COVID-19 pandemic impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the extent to which it will impact worldwide macroeconomic conditions including, but not limited to, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of October 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s patient self-pay revenue concessions and credit losses in the Clinical Services segment, accounts receivable, inventories and the carrying value of goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. Effect of New Accounting Pronouncements Pronouncements Issued but Not Yet Adopted In June 2016, FASB issued ASU No. 2016-13 Financial Instruments – Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. Concentration Risk Other than the Medicare program, two providers whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMO’s”) categories represent approximately 33% and 28% of Clinical Services net revenue for the three months ended October 31, 2020 and 2019 respectively. As of October 31, 2020, the Medicare program represents approximately 18% of Clinical Services net receivables. Income Taxes The Company accounts for income taxes under the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability method requires that any tax benefits recognized for net operating loss carry forwards and other items be reduced by a valuation allowance where it is not more likely than not the benefits will be realized in the foreseeable future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. It is the Company’s policy to provide for uncertain tax positions, if any, and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. We maintain a full valuation allowance on all tax assets and, as a consequence, do not provide any tax benefit for the fiscal 2020 period loss or tax provision for the fiscal 2021 period pre-tax income. Fair Value Measurements The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
Net income (loss) per share
Net income (loss) per share | 3 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net income (loss) per share | 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. For the three months ended October 31, 2020, approximately 10,000 weighted average stock options were included in the calculation of diluted weighted average shares outstanding. As a result of the net loss for the three months ended October 31, 2019, 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, unearned performance stock units and unvested restricted stock because to do so would be antidilutive. For the three months ended October 31, 2019, approximately 127,000 of potential common shares (“in the money options”) and unvested restricted stock were excluded from the calculation of diluted earnings per share. For the three months ended October 31, 2020 and 2019, the effect of approximately 2,146,000 and 1,319,000 of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted net income per share because their effect would be anti-dilutive. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 3 – Revenue Recognition Clinical Services Revenue Service revenues in the Company’s clinical services business accounted for approximately 73% of the Company’s total revenues for the three months ended October 31, 2020, and are primarily comprised of a high volume of relatively low-dollar transactions. The services business, which provides clinical testing services, satisfies its performance obligation and recognizes revenues upon completion of the testing process for a specific patient and reporting to the ordering physician. The Company may also perform clinical testing services for other laboratories and will recognize revenue from those services when reported to the ordering laboratory. The Company estimates the amount of consideration it expects to receive from customer groups using the portfolio approach. These estimates of the expected consideration include the impact of contractual allowances and price concessions on our customer group portfolios consisting of healthcare insurers, government payers, client payers and patients as described below. Contracts with customers in our laboratory services business do not contain a financing component, based on the typically limited period of time between performance of services and collection of consideration. The transaction price includes variable consideration in the form of the contractual allowance and price concessions as well as the collectability of the transaction based on patient intent and ability to pay. The Company uses the expected value method in estimating the amount of the variability included in the transaction price. The following are descriptions of our laboratory services business portfolios: Third party payers and Health Maintenance Organizations (HMO’s) Reimbursements from third party payers, primarily healthcare insurers and HMO’s are based on negotiated fee-for-service schedules and on capitated payment rates. Revenues consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, which considers historical collection and denial experience and the terms of the Company’s contractual arrangements. Adjustments to the allowances, based on actual receipts from the third-party payers, are recorded upon settlement. Collection of the consideration the Company expects to receive is normally a function of providing complete and correct billing information to these third party payers within the various filing deadlines, and typically occurs within 30 to 90 days of billing. Provided the Company has billed healthcare insurers accurately with complete information prior to the established filing deadline, there has historically been little to no collection risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and if so, will reserve accordingly for the billing. Third-party payers, including government programs, may decide to deny payment or recoup payments for testing that they contend was improperly billed or not medically necessary, against their coverage determinations, or for which they believe they have otherwise overpaid (including as a result of their own error), and we may be required to refund payments already received. Our revenues may be subject to adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance and changes by government agencies and payers in interpretations, requirements, and “conditions of participation” in various programs. Government Payer - Medicare Reimbursements from Medicare are based on fee-for-service schedules set by Medicare, which is funded by the government. Revenues consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from Medicare, which considers historical collection and denial experience and other factors. Adjustments to the allowances, based on actual receipts from the government payers, are recorded upon settlement. Collection of consideration the Company expects to receive is normally a function of providing the complete and correct billing information within the various filing deadlines and typically occurs within 60 days of billing. Provided the Company has billed the government payer accurately with complete information prior to the established filing deadline, there has historically been little to no collection risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and, if so, it will reserve accordingly for the billing. Patient self pay Uninsured patients are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Coinsurance and deductible responsibilities based on fees negotiated with healthcare insurers are also billed to insured patients and included in this portfolio. Collection of billings from patients is subject to credit risk and ability of the patients to pay. Revenues consist of amounts billed net of discounts provided to uninsured patients in accordance with the Company’s policies and implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive from patients, which considers historical collection experience and other factors including current market conditions. Adjustments to the estimated allowances, based on actual receipts from the patients, are recorded upon settlement. Patient responsibility is invoiced and if it reaches 91 days outstanding, the account is sent to a collection agency for further processing. After the account has been with the collection agency for at least 105 days, and is determined to be uncollectable it is written off. The following table represents clinical services net revenues and percentages by type of customer: Three months ended Three months ended Revenue category Third-party payer $ 13,539 64 % $ 6,392 50 % Medicare 3,257 15 3,153 25 Patient self-pay 2,559 12 1,519 12 HMO’s 1,868 9 1,716 13 Total $ 21,223 100 % $ 12,780 100 % For three months ended October 31, 2020 and 2019, all of the Company’s clinical services revenues were generated within the United States. Products Revenue Products revenues consist of the sale of single-use products used in the identification of genomic information and are recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Payment terms for shipments to end-user and distributor customers may range from 30 to 90 days. Any claims for credit or return of goods may be made generally within 30 days of receipt. Revenues are reduced to reflect estimated credits and returns, although historically these adjustments have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. Products revenue by geography is as follows: Three Months Ended October 31 2020 2019 United States $ 3,878 $ 4,447 Europe 2,382 1,865 Rest of the world 1,172 1,115 Products revenue $ 7,432 $ 7,427 |
Supplemental disclosure for sta
Supplemental disclosure for statement of cash flows | 3 Months Ended |
Oct. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosure for statement of cash flows | Note 4 - Supplemental disclosure for statement of cash flows In the three months ended October 31, 2020 and 2019, interest paid by the Company was $63 and $69, respectively. For the three months ended October 31, 2020 and 2019, the net reductions in the measurement of right of use assets and liabilities included in cash flows from operating activities was $24 and $45, respectively. The changes are included in changes in accrued liabilities, other current liabilities, and other liabilities in the statement of cash flows. For the three months ended October 31, 2020 and 2019, tax on capital paid by the Company was $22 and $43, respectively. |
Inventories
Inventories | 3 Months Ended |
Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 – Inventories Inventories consist of the following at October 31: October 31, July 31, Raw materials $ 1,320 $ 1,019 Work in process 2,603 2,587 Finished products 4,262 4,178 $ 8,185 $ 7,784 |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Oct. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Note 6 – Goodwill and intangible assets Goodwill The Company’s net carrying amount of goodwill is in the Clinical Laboratory Services segment and is $7,452 as of October 31, 2020 and 2019. Intangible assets The Company’s change in the net carrying amount of intangible assets, all in the Life Sciences Products segment is as follows: Gross Accumulated Amortization Net July 31, 2020 $ 27,686 $ (27,148 ) $ 538 Amortization expense — (75 ) (75 ) Foreign currency translation (64 ) 61 (3 ) October 31, 2020 $ 27,622 $ (27,162 ) $ 460 Intangible assets, all finite-lived, consist of the following: October 31, 2020 July 31, 2020 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (11,019 ) $ 8 $ 11,027 (11,014 ) $ 13 Customer relationships 11,968 (11,516 ) 452 12,003 (11,478 ) 525 Website and acquired content 1,020 (1,020 ) — 1,022 (1,022 ) — Licensed technology and other 481 (481 ) — 483 (483 ) — Trademarks 3,126 (3,126 ) — 3,151 (3,151 ) — Total $ 27,622 $ (27,162 ) $ 460 $ 27,686 (27,148 ) $ 538 At October 31, 2020, information with respect to acquired intangibles is as follows: Useful life assigned Weighted average Customer relationships 8 -15 years 2 years At October 31, 2020, the weighted average remaining useful life of all intangible assets was approximately two years. |
Long term debt
Long term debt | 3 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long term debt | Note 7 – Long term debt In connection with the purchase of our new facility in November 2018, a wholly-owned subsidiary (the “mortgagor subsidiary”) of the Company entered into a Fee Mortgage and Security Agreement (the “mortgage agreement”) with Citibank, N.A. (the “mortgagee”). The mortgage agreement provides for a loan of $4,500 for a term of 10 years, bears a fixed interest rate of 5.09% per annum and requires monthly mortgage payments of principal and interest of $30. Debt issuance costs of $72 are being amortized over the life of the mortgage agreement. The balance of unamortized debt issuance cost was $59 at October 31, 2020. At October 31, 2020, the balance owed by the subsidiary under the mortgage agreement was $4.2 million. The Company’s obligations under the mortgage agreement are secured by the new facility and by a $750 cash collateral deposit with the mortgagee as additional security. This restricted cash is included in other assets as of October 31, 2020. We assumed from the seller an operating lease for a tenant at the facility which expired on June 30, 2020. Rental income from the assumed lease for the three months ended October 31, 2019 is included in other income. The mortgage agreement includes affirmative and negative covenants and events of default, as defined. Events of default include non-payment of principal and interest on debt outstanding, non-performance of covenants, material changes in business, breach of representations, bankruptcy or insolvency, and changes in control. The mortgage includes certain financial and liquidity covenants. As of October 31, 2020, the Company was in compliance with those covenants. The liquidity covenant requires that we own and maintain at all times and throughout the remaining term of the loan at least $25 million of liquid assets, defined as time deposits, money market accounts and obligations issued by the U.S. government or any of its agencies. In April 2020, our subsidiary in Switzerland received a loan of CHF 0.4 million ($0.4 million, based on the foreign exchange rate as of October 31, 2020) from the Swiss government under the “Corona Krise” emergency loan program in response to the pandemic. This loan is uncollateralized, bears 0% interest, is due in 5 years, and may be repaid at any time. This loan is included in long term debt – net as of October 31, 2020. The CARES Act expanded the U.S. Small Business Administration’s (SBA) business loan program to create the Paycheck Protection Program (PPP), which provides employers with uncollateralized loans whose primary purpose is to retain or maintain workforce and salaries for a twenty four week period (“covered period”) following receipt of the loan. Currently, PPP loans have a 1% fixed interest rate and are due from two to five years. The primary features of the PPP loan program are to provide funding to companies to cover eligible expenses, and the potential for forgiveness of that portion of the loan spent on payroll and other permitted operating expenses during the covered period, subject to reductions if the borrower fails to maintain or restore employee and salary levels. We applied for the PPP loan based on the eligibility and need requirements established when the program was announced and in April 2020 received $7,000 through Citibank N.A., the Company’s existing lender, pursuant to the PPP (the “PPP Loan”). The PPP Loan matures on April 17, 2022 (the “Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without penalty. No interest payments are due within the initial six months of the PPP Loan. Interest accrued during the initial six-month period is due and payable, together with the principal, on the Maturity Date. The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19 pandemic. All or a portion of the PPP Loan, including interest, could be forgiven by the SBA by applying for forgiveness and providing acceptable documentation that demonstrates the funds were used as required by the terms of forgiveness and in accordance with the SBA’s requirements. Due to complexities with respect to loan forgiveness calculations and government pronouncements with respect to expenditure eligibility, we did not recognize any loan forgiveness as of October 31, 2020 and have classified the loan as other short term debt as we expect to earn loan forgiveness on most, if not all of the loan in less than a year. The SBA intends to audit loans in excess of $2.0 million. The SBA also has announced its intention to require businesses that received loans in excess of $2 million to complete a loan necessity questionnaire to evaluate the good faith certification made on their PPP applications that economic uncertainty made their loan request necessary to support ongoing operations. No assurance can be given that we will obtain forgiveness of the PPP loan in whole or in part. Minimum future annual principal payments under these agreements as of October 31, 2020 are as follows: July 31, Total 2021 $ 7,109 2022 152 2023 160 2024 167 2025 595 Thereafter 3,471 Total principal payments 11,654 Less: current portion, included in other current liabilities and other short term debt (7,148 ) Unamortized mortgage cost (59 ) Long term debt - net $ 4,447 |
Leases
Leases | 3 Months Ended |
Oct. 31, 2020 | |
Leases Disclosure [Abstract] | |
Leases | Note 8 - Leases At the beginning of fiscal 2020, the Company adopted ASU No. 2016-02 “Leases (Topic 842)”, which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted the standard using the modified retrospective approach with an effective date of August 1, 2019. The Company did not apply the new standard to comparative periods and therefore those amounts are not presented below. The Company determines if an arrangement is or contains a lease at contract inception. The Company leases buildings, office space, patient service centers, and equipment primarily through operating leases, and equipment through a limited number of finance leases. Generally, a right-of-use asset, representing the right to use the underlying asset during the lease term, and a lease liability, representing the payment obligation arising from the lease, are recognized on the balance sheet at lease commencement based on the present value of the payment obligation. For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company primarily uses its incremental borrowing rate in determining the present value of lease payments as the Company’s leases generally do not provide an implicit rate. The Company has lease agreements with (i) right-of-use asset payments and (ii) non-lease components (i.e. payments related to maintenance fees, utilities, etc.), which have generally been combined and accounted for as a single lease component. The Company’s leases have remaining terms of less than 1 year to 8 years, some of which include options to extend the leases for up to 5 years. The Company’s lease terms may include renewal options that are reasonably certain to be exercised and termination options that are reasonably certain not to be exercised. Certain of the Company’s lease agreements include rental payments adjusted periodically for inflation or a market rate which are included in the lease liabilities. Leases Balance Sheet Classification October 31, Assets Operating Right-of-use assets $ 19,316 Finance Property, plant and equipment, net (a) 319 Total lease assets $ 19,635 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,966 Finance Finance leases short term 109 Non-current: Operating Operating lease liabilities, non-current 16,257 Finance Other liabilities and finance leases long term 173 Total lease liabilities $ 20,505 (a) Accumulated amortization of finance lease assets was approximately $1.0 million as of October 31, 2020. Components of lease cost were as follows: Lease cost October 31, Operating lease cost $ 1,479 Finance lease cost: Amortization of leased assets 66 Interest on lease liabilities 5 Total lease cost $ 1,550 The maturity of the Company’s lease liabilities as of October 31, 2020 is as follows: Maturity of lease liabilities, years ending July 31, Operating leases Finance leases Total 2021 $ 3,933 $ 87 $ 4,020 2022 4,000 88 4,088 2023 3,305 88 3,393 2024 3,274 44 3,318 2025 3,275 — 3,275 Thereafter 6,402 — 6,402 Total lease payments 24,189 307 24,496 Less: Interest (a) 3,966 25 3,991 Present value of lease liabilities $ 20,223 $ 282 $ 20,505 (a) Primarily calculated using the Company’s incremental borrowing rate. Lease term and discount rate for the three months ended October 31, 2020 were as follows: Lease term and discount rate Weighted-average remaining lease term (years): Operating leases 6.1 years Finance leases 2.9 years Weighted-average discount rate: Operating leases 4.9 % Finance leases 9.1 % See Note 4 for cash flow information on cash paid for amounts included in the measurement of lease liabilities for the three months ended October 31, 2020. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Oct. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9 – Accrued Liabilities At October 31, accrued liabilities consist of: October 31, July 31, Payroll, benefits, and commissions $ 5,390 $ 5,227 Professional fees 678 710 Legal 2,653 2,647 Deferred revenue – CARES Act Advance Payment 2,526 2,526 Other 3,266 1,723 $ 14,513 $ 12,833 Deferred revenue In order to increase cash flow to providers of services and suppliers impacted by the pandemic, the Centers for Medicare and Medicaid Services (CMS) expanded its Accelerated and Advance Payment Program to a broader group of Medicare providers. We applied for and received a $2,526 payment advance from this program in April 2020. The recoupment by CMS of our advance payment had been scheduled to begin 120 days after the date of receipt, at which time every claim we submit from that point would be automatically offset to repay the advance payment. Any unrecouped advance balance remaining after 90 days of the recoupment process was to be repaid such that 210 days after receiving the advance it would be entirely repaid. In October 2020, the Continuing Appropriations Act, 2021 and Other Extensions Act amended the repayment terms of the Advance Payment Program. The recoupment period was extended and the automatic recoupment will begin one year after the date the advance payment was received, which in our case means recoupment will start April 2021. During the first 11 months after recoupment begins, the rate will be 25% of claims processed and repayment will occur through an automatic recoupment of our Medicare payments. We expect the entire balance of the payment advance to be recouped by the end of the 11 month period. If the total amount of the advance payment is not recovered within 29 months from the date the advance was received, a demand letter for the outstanding balance will be issued. Since the Company has the right to repay the advance at any time, the entire balance is considered current. Self-Insured Medical Plan The Company self-funds medical insurance coverage for certain of its U.S. based employees. The risk to the Company is believed to be limited through the use of individual and aggregate stop loss insurance. As of October 31, 2020, the Company has established a reserve of $331, which is included in accrued liabilities, for claims that have been reported but not paid and for claims that have been incurred but not reported. The reserve is based upon the Company’s historical payment trends, claim history and current estimates. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Oct. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity Controlled Equity Offering The Company has a Controlled Equity Offering SM In September 2017, the Company filed with the SEC a “shelf” registration and sales agreement prospectus covering the offering, issuance and sale of our Common Stock that may be issued and sold under the existing Sales Agreement in an aggregate amount of up to $19.2 million. A total of $150 million of securities may be sold under this shelf registration, which was declared effective September 2017. During the three months ended October 31, 2020 and 2019, the Company did not sell any shares of Common Stock under the Sales Agreement. Share-based compensation In January 2011, the Company’s stockholders approved the adoption of the 2011 Incentive Plan (the “2011 Plan”) for the issuance of equity awards, including, among others, options, restricted stock and restricted stock units for up to 3,000,000 shares of common stock. On January 5, 2018, the Company’s stockholders approved the amendment and restatement of the 2011 Plan (the “Amended and Restated 2011 Plan”) to increase the number of shares of common stock available for grant under the 2011 Plan by 2,000,000 shares of common stock bringing the total number of shares available for grant to 5,000,000 shares of common stock. On October 7, 2020, the Company’s Board of Directors approved the amendment and restatement of the Amended and Restated 2011 Plan, with an effective date of October 7, 2020 and subject to approval by the Company’s stockholders at the 2020 annual meeting of stockholders of the Company. The amendment and restatement of the Amended and Restated 2011 Plan was for purposes of, among other things, (i) increasing the shares of common stock available for grant under the Amended and Restated 2011 Plan by an additional 4,000,000 shares of common stock bringing the total number of shares available for grant to 9,000,000 shares of common stock and (ii) extending the term of the Amended and Restated 2011 Plan until October 7, 2030. The exercise price of options granted under the Amended and Restated 2011 Plan, as amended and restated, is equal to or greater than fair market value of the common stock on the date of grant. The Amended and Restated 2011 Plan, as amended and restated, will terminate at the earliest of (a) such time as no shares of common stock remain available for issuance under the plan, (b) termination of the plan by the Company’s Board of Directors, or (c) October 7, 2030. Awards outstanding upon expiration of the Amended and Restated 2011 Plan, as amended and restated, will remain in effect until they have been exercised or terminated, or have expired. As of October 31, 2020, there were approximately 741,000 shares of common stock available for grant under the Amended and Restated 2011 Plan, as amended and restated. The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended 2020 2019 Stock options $ 166 218 Restricted stock 1 1 $ 167 219 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 2020 2019 Selling, general and administrative $ 154 219 Cost of revenues 13 — $ 167 219 No excess tax benefits were recognized during the three month periods ended October 31, 2020 and 2019. Stock Option Plans The following table summarizes stock option activity during the three month period ended October 31, 2020: Options Weighted Weighted Aggregate Outstanding at July 31, 2020 2,636,496 $ 4.05 Awarded 68,500 $ 2.14 Exercised — $ Cancelled or expired (52,000 ) $ 4.51 Outstanding at end of period 2,652,996 $ 3.86 2.75 years $ 23 Exercisable at end of period 1,537,662 $ 1.4 years $ As of October 31, 2020, the total future compensation cost related to non-vested options, not yet recognized in the statements of operations, was $751 and the weighted average period over which the remaining expense of these awards is expected to be recognized is approximately thirteen months. The intrinsic value of in the money stock option awards 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. Performance Stock Units To better align the long-term interest of executives with growing U.S. practices, beginning in fiscal 2018, the Company granted long-term incentive awards in the form of time based stock options and performance-based restricted stock units (“Performance Stock Units” or “PSUs”). The PSUs earned will be determined over a three-year performance period. The primary performance metrics will be revenue and Adjusted EBITDA growth. Payouts based on revenue and adjusted EBITDA goals will be modified based on Total Shareholder Return (“TSR”) performance relative to Enzo’s peer group. During the fiscal years ended 2020, 2019 and 2018, the Company awarded PSUs to its executive officers. These awards provide for the grant of shares of our common stock at the end of a three–year period based on the achievement of average revenue growth and adjusted EBITDA growth over that period. During the three months ended October 31, 2020, one former executive forfeited a total of 6,000 PSUs. As of October 31, 2020, the Company did not accrue any compensation expense for these PSU’s as the achievement of the growth goals is currently not probable. The following table summarizes PSU’s granted and outstanding as of October 31, 2020: Grant Date Total Grant Forfeitures Outstanding Fair Market Value At Grant Date (000s) 7/31/2018 32,000 (6,000 ) 26,000 $ 124 1/3/2019 80,500 (14,500 ) 66,000 $ 196 2/25/2020 98,600 — 98,600 $ 217 Restricted Stock Awards The fair value of a restricted stock award is determined based on the closing stock price on the award date. As of October 31, 2020, there were 817 shares of unvested restricted stock which have a weighted average award price of $3.34 per share. As of October 31, 2020, there was approximately $1 of unrecognized compensation cost related to these unvested shares of restricted stock to be recognized over a weighted average remaining period of approximately three months. There were no awards that were made or vested during the three months ended October 31, 2020 or 2019. |
Segment reporting
Segment reporting | 3 Months Ended |
Oct. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 11 – Segment reporting The Company has three reportable segments: Products, Clinical Services and Therapeutics. The Company’s Products segment develops, manufactures, and markets products to research and pharmaceutical customers. The Clinical Services segment provides diagnostic services to the health care community. The Company’s Therapeutics 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. All intersegment activities are eliminated. Legal and related expenses incurred to defend the Company’s intellectual property, which may result in settlements recognized in another segment and other general corporate matters are considered a component of the Other segment. Legal and related expenses specific to other segments’ activities are allocated to those segments. Legal settlements, net, represent activities for which royalties would have been received in the Company’s Products segment. 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. The following financial information represents the operating results of the reportable segments of the Company: Three months ended October 31, 2020 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 21,223 $ 7,432 — — $ 28,655 Operating costs and expenses: Cost of revenues 12,995 3,763 — — 16,758 Research and development 121 592 $ 33 — 746 Selling, general and administrative 6,098 2,445 17 $ 1,454 10,014 Legal and related expenses 25 5 — 610 640 Total operating costs and expenses 19,239 6,805 50 2,064 28,158 Operating income (loss) 1,984 627 (50 ) (2,064 ) 497 Other income (expense): Interest (6 ) 10 — (55 ) (51 ) Other 15 2 — — 17 Foreign exchange loss — (164 ) — — (164 ) Net income (loss) $ 1,993 $ 475 $ (50 ) $ (2,119 ) $ 299 Depreciation and amortization included above $ 409 $ 185 $ — $ 66 $ 660 Share-based compensation included in above: Selling, general and administrative 9 16 — 129 154 Cost of revenues 13 — — — 13 Total $ 22 $ 16 $ — $ 129 $ 167 Capital expenditures $ 540 $ 44 $ — $ 33 $ 617 Three months ended October 31, 2019 Clinical Products Therapeutics Other Consolidated Revenues $ 12,780 $ 7,427 — — $ 20,207 Operating costs and expenses: Cost of revenues 10,975 3,546 — — 14,521 Research and development 350 516 188 — 1,054 Selling, general and administrative 6,215 2,757 — 2,167 11,139 Legal fee expense 50 — — 1,646 1,696 Total operating costs and expenses 17,590 6,819 188 3,813 28,410 Operating income (loss) (4,810 ) 608 (188 ) (3,813 ) (8,203 ) Other income (expense): Interest (12 ) 18 — 231 237 Other 3 (12 ) — 136 127 Foreign exchange loss — 191 — — 191 Net (loss) income $ (4,819 ) 805 (188 ) (3,446 ) (7,648 ) Depreciation and amortization included above $ 409 251 — 65 725 Share-based compensation included in above: Selling, general and administrative 34 22 — 163 219 Total $ 34 22 — 163 219 Capital expenditures $ 147 127 — — 274 |
Contingencies
Contingencies | 3 Months Ended |
Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 12 Contingencies The Company has brought cases in the United States District Court for the District of Delaware (“the Court”), alleging patent infringement against various companies. In 2017, the Court ruled that the asserted claims of the ‘180 and ‘405 Patents are invalid for nonenablement in cases involving Abbott, Becton Dickinson, Gen-Probe, Hologic, and Roche. That ruling was affirmed by the United States Court of Appeals for the Federal Circuit (“Federal Circuit”) in June 2019. Enzo subsequently filed a petition for certiorari regarding the invalidity ruling for the ‘180 and ‘405 Patents in February 2020; the Supreme Court denied Enzo’s petition on March 30, 2020. There are currently two cases that were originally brought by the Company in the Court. In those two cases, Enzo alleges patent infringement against Becton Dickinson Defendants and Roche Defendants, respectively. The claims in those cases involve the ‘197 Patent. Both cases are stayed. In separate inter partes review proceedings before the U.S. Patent and Trademark Office involving, among others, Becton Dickinson, certain claims of the ‘197 Patent were found unpatentable as anticipated or obvious and cancelled by the Patent Trial and Appeals Board (“Board”). Enzo appealed that decision to the Federal Circuit. On August 16, 2019, the Federal Circuit affirmed the Board’s decision, finding that each of the challenged claims is unpatentable. The Company filed a petition for rehearing and rehearing en banc on October 30, 2019, which the Federal Circuit denied on December 4, 2019. The Company filed a petition for certiorari with the Supreme Court on March 3, 2020, which was denied. In April 2019, the Company entered into an agreement with Hologic and Grifols, resolving litigation resulting from four cases originally brought by the Company in the Court. As a result, Enzo dismissed (1) a stayed patent litigation regarding the ’180 and ’197 Patent against Hologic in the Court; (2) the Consolidated Appeals against Gen-Probe and Hologic resulting from two cases filed in the Court, and (3) the Company’s appeal in the litigation involving the ’581 Patent that involved both Hologic and Grifols. As a result of the agreement with Hologic, Hologic withdrew from Enzo’s Federal Circuit appeal of the Board’s adverse rulings in the inter partes On February 5, 2020, Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (“Plaintiffs”) brought an action in the United States District Court for the Southern District of New York against the Company and five of its present or former Directors, Dr. Elazar Rabbani, Barry W. Weiner, Dr. Bruce A. Hanna, Dov Perlysky and Rebecca Fischer (“defendants”). On March 26, 2020, Plaintiffs filed an amended complaint against the same defendants. Count I asserted the Company violated Section 14(a) of the Securities and Exchange Act of 1934 and Rule 14a-9 thereunder by disseminating proxy materials that made two purportedly false statements: (a) a “January 28, 2020 Enzo press release [that purportedly] falsely stated that the Annual Meeting would be ‘delayed’ by action of the Board to February 25, 2020 when, in fact, the Annual Meeting would convene as planned on January 31, 2020”, and (b) a “January 31 Enzo Proxy [that purportedly] falsely stated that the Proposed By-Law Amendment [to Article II, Section 9] would be approved if it received…a majority of the votes….rather than the required Supermajority Vote as provided for in the Charter. ”Count II asserted a claim against the individual defendants under Section 20(a) of the Exchange Act premised on Enzo’s purported violation of Section 14(a) and Rule 14a-9. Count III asserted the individual defendants breached their fiduciary duty, based on the same conduct and by seeking to entrench themselves. Finally, Count IV purported to assert a derivative claim for a declaration that any amendment to Article II, Section 2 requires the approval of 80% of Enzo’s shareholders. On July 16, 2020, the day before the defendant’s motion to dismiss was due, plaintiffs asked the Court to dismiss their claims without prejudice. Defendants asked plaintiffs to dismiss the claims with prejudice, but they refused. On July 17, 2020, the Court dismissed the claims without prejudice. If plaintiffs reassert the claims, defendants intend to vigorously defend against them. On November 27, 2020, the Company brought an action in the United States District Court for the Southern District of New York against Harbert Discovery Fund, LP, Harbert Discovery Co-Investment Fund I, LP, Harbert Fund Advisors, Inc., Harbert Management Corp. and Kenan Lucas. The Company alleges the defendants made false and misleading representations, or omitted to state material facts necessary to make their statements not misleading, in proxy materials they disseminated seeking the election to the Company’s Board of Directors at its 2019 Annual Meeting of two candidates they nominated, in violation of Section 14(a) of the 1934 Exchange Act and Rule 14a-9 thereunder. The Company seeks damages and injunctive relief. Defendants have not yet responded to the complaint. There can be no assurance that the Company will be successful in any of these litigations. Even if the Company is not successful, management does not believe that there will be a significant adverse monetary impact on the Company. 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. As described in Note 3, third-party payers, including government programs, may decide to deny payment or recoup payments for testing that they contend was improperly billed or not medically necessary, against their coverage determinations, or for which they believe they have otherwise overpaid (including as a result of their own error), and we may be required to refund payments already received. During the third fiscal quarter of 2019, a significant third-party payer informed us outside of their typical business practice that they believe it overpaid the Company during certain periods of fiscal 2018. The Company disputed these claims and formally sent legal appeal letters to the payer. During the fiscal 2020 period, we recorded $0.8 million in legal and related expenses as a result of reduced reimbursements this payer made to us. In April 2020, we and the payer entered into a settlement agreement and release whereby the parties agreed that the $0.8 million previously withheld by the payer shall fully and completely satisfy the dispute. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The extent to which the COVID-19 pandemic impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the extent to which it will impact worldwide macroeconomic conditions including, but not limited to, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of October 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s patient self-pay revenue concessions and credit losses in the Clinical Services segment, accounts receivable, inventories and the carrying value of goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. |
New Accounting Pronouncements, Policy | Effect of New Accounting Pronouncements Pronouncements Issued but Not Yet Adopted In June 2016, FASB issued ASU No. 2016-13 Financial Instruments – Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. |
Concentration Risk | Concentration Risk Other than the Medicare program, two providers whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMO’s”) categories represent approximately 33% and 28% of Clinical Services net revenue for the three months ended October 31, 2020 and 2019 respectively. As of October 31, 2020, the Medicare program represents approximately 18% of Clinical Services net receivables. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability method requires that any tax benefits recognized for net operating loss carry forwards and other items be reduced by a valuation allowance where it is not more likely than not the benefits will be realized in the foreseeable future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. It is the Company’s policy to provide for uncertain tax positions, if any, and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. We maintain a full valuation allowance on all tax assets and, as a consequence, do not provide any tax benefit for the fiscal 2020 period loss or tax provision for the fiscal 2021 period pre-tax income. |
Fair Value Measurements | Fair Value Measurements The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of segment revenue and revenue percentage | Three months ended Three months ended Revenue category Third-party payer $ 13,539 64 % $ 6,392 50 % Medicare 3,257 15 3,153 25 Patient self-pay 2,559 12 1,519 12 HMO’s 1,868 9 1,716 13 Total $ 21,223 100 % $ 12,780 100 % |
Schedule of product revenue by geographical | Three Months Ended October 31 2020 2019 United States $ 3,878 $ 4,447 Europe 2,382 1,865 Rest of the world 1,172 1,115 Products revenue $ 7,432 $ 7,427 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | October 31, July 31, Raw materials $ 1,320 $ 1,019 Work in process 2,603 2,587 Finished products 4,262 4,178 $ 8,185 $ 7,784 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Gross Accumulated Amortization Net July 31, 2020 $ 27,686 $ (27,148 ) $ 538 Amortization expense — (75 ) (75 ) Foreign currency translation (64 ) 61 (3 ) October 31, 2020 $ 27,622 $ (27,162 ) $ 460 |
Schedule of Intangible Assets | October 31, 2020 July 31, 2020 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (11,019 ) $ 8 $ 11,027 (11,014 ) $ 13 Customer relationships 11,968 (11,516 ) 452 12,003 (11,478 ) 525 Website and acquired content 1,020 (1,020 ) — 1,022 (1,022 ) — Licensed technology and other 481 (481 ) — 483 (483 ) — Trademarks 3,126 (3,126 ) — 3,151 (3,151 ) — Total $ 27,622 $ (27,162 ) $ 460 $ 27,686 (27,148 ) $ 538 |
Schedule of Useful Lives For Acquisitions | Useful life assigned Weighted average Customer relationships 8 -15 years 2 years |
Long term debt (Tables)
Long term debt (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of minimum future annual principal payments | July 31, Total 2021 $ 7,109 2022 152 2023 160 2024 167 2025 595 Thereafter 3,471 Total principal payments 11,654 Less: current portion, included in other current liabilities and other short term debt (7,148 ) Unamortized mortgage cost (59 ) Long term debt - net $ 4,447 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Leases Disclosure [Abstract] | |
Schedule of components lease | Leases Balance Sheet Classification October 31, Assets Operating Right-of-use assets $ 19,316 Finance Property, plant and equipment, net (a) 319 Total lease assets $ 19,635 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,966 Finance Finance leases short term 109 Non-current: Operating Operating lease liabilities, non-current 16,257 Finance Other liabilities and finance leases long term 173 Total lease liabilities $ 20,505 |
Schedule of lease cost | Lease cost October 31, Operating lease cost $ 1,479 Finance lease cost: Amortization of leased assets 66 Interest on lease liabilities 5 Total lease cost $ 1,550 |
Schedule of lease liability maturity | Maturity of lease liabilities, years ending July 31, Operating leases Finance leases Total 2021 $ 3,933 $ 87 $ 4,020 2022 4,000 88 4,088 2023 3,305 88 3,393 2024 3,274 44 3,318 2025 3,275 — 3,275 Thereafter 6,402 — 6,402 Total lease payments 24,189 307 24,496 Less: Interest (a) 3,966 25 3,991 Present value of lease liabilities $ 20,223 $ 282 $ 20,505 |
Schedule of lease term and discount rate | Lease term and discount rate Weighted-average remaining lease term (years): Operating leases 6.1 years Finance leases 2.9 years Weighted-average discount rate: Operating leases 4.9 % Finance leases 9.1 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | October 31, July 31, Payroll, benefits, and commissions $ 5,390 $ 5,227 Professional fees 678 710 Legal 2,653 2,647 Deferred revenue – CARES Act Advance Payment 2,526 2,526 Other 3,266 1,723 $ 14,513 $ 12,833 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activity | Three months ended 2020 2019 Stock options $ 166 218 Restricted stock 1 1 $ 167 219 |
Schedule of share-based payment arrangement | Three months ended 2020 2019 Selling, general and administrative $ 154 219 Cost of revenues 13 — $ 167 219 |
Schedule of stock option activity | Options Weighted Weighted Aggregate Outstanding at July 31, 2020 2,636,496 $ 4.05 Awarded 68,500 $ 2.14 Exercised — $ Cancelled or expired (52,000 ) $ 4.51 Outstanding at end of period 2,652,996 $ 3.86 2.75 years $ 23 Exercisable at end of period 1,537,662 $ 1.4 years $ |
Schedule of nonvested performance-based units activity | Grant Date Total Grant Forfeitures Outstanding Fair Market Value At Grant Date (000s) 7/31/2018 32,000 (6,000 ) 26,000 $ 124 1/3/2019 80,500 (14,500 ) 66,000 $ 196 2/25/2020 98,600 — 98,600 $ 217 |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Three months ended October 31, 2020 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 21,223 $ 7,432 — — $ 28,655 Operating costs and expenses: Cost of revenues 12,995 3,763 — — 16,758 Research and development 121 592 $ 33 — 746 Selling, general and administrative 6,098 2,445 17 $ 1,454 10,014 Legal and related expenses 25 5 — 610 640 Total operating costs and expenses 19,239 6,805 50 2,064 28,158 Operating income (loss) 1,984 627 (50 ) (2,064 ) 497 Other income (expense): Interest (6 ) 10 — (55 ) (51 ) Other 15 2 — — 17 Foreign exchange loss — (164 ) — — (164 ) Net income (loss) $ 1,993 $ 475 $ (50 ) $ (2,119 ) $ 299 Depreciation and amortization included above $ 409 $ 185 $ — $ 66 $ 660 Share-based compensation included in above: Selling, general and administrative 9 16 — 129 154 Cost of revenues 13 — — — 13 Total $ 22 $ 16 $ — $ 129 $ 167 Capital expenditures $ 540 $ 44 $ — $ 33 $ 617 Three months ended October 31, 2019 Clinical Products Therapeutics Other Consolidated Revenues $ 12,780 $ 7,427 — — $ 20,207 Operating costs and expenses: Cost of revenues 10,975 3,546 — — 14,521 Research and development 350 516 188 — 1,054 Selling, general and administrative 6,215 2,757 — 2,167 11,139 Legal fee expense 50 — — 1,646 1,696 Total operating costs and expenses 17,590 6,819 188 3,813 28,410 Operating income (loss) (4,810 ) 608 (188 ) (3,813 ) (8,203 ) Other income (expense): Interest (12 ) 18 — 231 237 Other 3 (12 ) — 136 127 Foreign exchange loss — 191 — — 191 Net (loss) income $ (4,819 ) 805 (188 ) (3,446 ) (7,648 ) Depreciation and amortization included above $ 409 251 — 65 725 Share-based compensation included in above: Selling, general and administrative 34 22 — 163 219 Total $ 34 22 — 163 219 Capital expenditures $ 147 127 — — 274 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Clinical Services [Member] | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Basis of Presentation (Details) [Line Items] | ||
Concentration risk, percentage | 73.00% | |
Third-Party Payers and Health Maintenance Organizations [Member] | Revenue [Member] | ||
Basis of Presentation (Details) [Line Items] | ||
Concentration risk, percentage | 33.00% | 28.00% |
Concentration risk, percentage | 18.00% |
Net income (loss) per share (De
Net income (loss) per share (Details) - shares | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Net income (loss) per share (Details) [Line Items] | ||
Weighted average stock options of diluted weighted average shares outstanding | 10,000 | |
Out of The Money Stock Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,146,000 | 1,319,000 |
Unvested Restricted Stock [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 127,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended |
Oct. 31, 2020 | |
Government Payer - Medicare [Member] | |
Revenue Recognition (Details) [Line Items] | |
Billing information filing deadline period | 60 days |
Patient Self Pay [Member] | |
Revenue Recognition (Details) [Line Items] | |
Billing period | 91 days |
Receivable collection period | 105 days |
Products Revenue [Member] | |
Revenue Recognition (Details) [Line Items] | |
Claim period for return of goods | 30 days |
Minimum [Member] | Third Party Payers and Health Maintenance Organizations [Member] | |
Revenue Recognition (Details) [Line Items] | |
Billing information filing deadline period | 30 days |
Minimum [Member] | Products Revenue [Member] | |
Revenue Recognition (Details) [Line Items] | |
Receivable collection period | 30 days |
Maximum [Member] | Third Party Payers and Health Maintenance Organizations [Member] | |
Revenue Recognition (Details) [Line Items] | |
Billing information filing deadline period | 90 days |
Maximum [Member] | Products Revenue [Member] | |
Revenue Recognition (Details) [Line Items] | |
Receivable collection period | 90 days |
Clinical Services [Member] | |
Revenue Recognition (Details) [Line Items] | |
Concentration risk, percentage | 73.00% |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage - Clinical Services [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage [Line Items] | ||
Revenue services net | $ 21,223 | $ 12,780 |
Revenue services net, percentage | 100.00% | 100.00% |
Third-party payers [Member] | ||
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage [Line Items] | ||
Revenue services net | $ 13,539 | $ 6,392 |
Revenue services net, percentage | 64.00% | 50.00% |
Medicare [Member] | ||
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage [Line Items] | ||
Revenue services net | $ 3,257 | $ 3,153 |
Revenue services net, percentage | 15.00% | 25.00% |
Patient self-pay [Member] | ||
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage [Line Items] | ||
Revenue services net | $ 2,559 | $ 1,519 |
Revenue services net, percentage | 12.00% | 12.00% |
HMO’s [Member] | ||
Revenue Recognition (Details) - Schedule of segment revenue and revenue percentage [Line Items] | ||
Revenue services net | $ 1,868 | $ 1,716 |
Revenue services net, percentage | 9.00% | 13.00% |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of product revenue by geographical - Product Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue Recognition (Details) - Schedule of product revenue by geographical [Line Items] | ||
Products revenue | $ 7,432 | $ 7,427 |
United States [Member] | ||
Revenue Recognition (Details) - Schedule of product revenue by geographical [Line Items] | ||
Products revenue | 3,878 | 4,447 |
Europe [Member] | ||
Revenue Recognition (Details) - Schedule of product revenue by geographical [Line Items] | ||
Products revenue | 2,382 | 1,865 |
Rest of the world [Member] | ||
Revenue Recognition (Details) - Schedule of product revenue by geographical [Line Items] | ||
Products revenue | $ 1,172 | $ 1,115 |
Supplemental disclosure for s_2
Supplemental disclosure for statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest paid | $ 63 | $ 69 |
Reductions in measurement right of use assets and liabilities | 24 | 45 |
Tax on capital paid | $ 22 | $ 43 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventory - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 1,320 | $ 1,019 |
Work in process | 2,603 | 2,587 |
Finished products | 4,262 | 4,178 |
Total inventory | $ 8,185 | $ 7,784 |
Goodwill and intangible asset_2
Goodwill and intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2020 | Jul. 31, 2020 | Oct. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 7,452 | $ 7,452 | $ 7,452 |
Weighted average remaining useful life | 2 years |
Goodwill and intangible asset_3
Goodwill and intangible assets (Details) - Schedule of Indefinite-Lived Intangible Assets $ in Thousands | 3 Months Ended |
Oct. 31, 2020USD ($) | |
Schedule of Indefinite-Lived Intangible Assets [Abstract] | |
Gross, Beginning Balance | $ 27,686 |
Accumulated Amortization, Beginning Balance | (27,148) |
Net, Beginning Balance | 538 |
Amortization expense, Gross | |
Amortization expense, Accumulated Amortization | (75) |
Amortization expense, Net | (75) |
Foreign currency translation, Gross | (64) |
Foreign currency translation, Accumulated Amortization | 61 |
Foreign currency translation, Net | (3) |
Gross, Ending Balance | 27,622 |
Accumulated Amortization, Ending Balance | (27,162) |
Net, Ending Balance | $ 460 |
Goodwill and intangible asset_4
Goodwill and intangible assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 27,622 | $ 27,686 |
Finite-lived intangible assets, Accumulated Amortization | (27,162) | (27,148) |
Finite-lived intangible assets, Net | 460 | 538 |
Patents [Member] | ||
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 11,027 | 11,027 |
Finite-lived intangible assets, Accumulated Amortization | (11,019) | (11,014) |
Finite-lived intangible assets, Net | 8 | 13 |
Customer Relationships [Member] | ||
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 11,968 | 12,003 |
Finite-lived intangible assets, Accumulated Amortization | (11,516) | (11,478) |
Finite-lived intangible assets, Net | 452 | 525 |
Website and Acquired Content [Member] | ||
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 1,020 | 1,022 |
Finite-lived intangible assets, Accumulated Amortization | (1,020) | (1,022) |
Finite-lived intangible assets, Net | ||
Licensed Technology and Other [Member] | ||
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 481 | 483 |
Finite-lived intangible assets, Accumulated Amortization | (481) | (483) |
Finite-lived intangible assets, Net | ||
Trademarks [Member] | ||
Goodwill and intangible assets (Details) - Schedule of Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 3,126 | 3,151 |
Finite-lived intangible assets, Accumulated Amortization | (3,126) | (3,151) |
Finite-lived intangible assets, Net |
Goodwill and intangible asset_5
Goodwill and intangible assets (Details) - Schedule of Useful Lives For Acquisitions - Customer Relationships [Member] | 3 Months Ended |
Oct. 31, 2020 | |
Goodwill and intangible assets (Details) - Schedule of Useful Lives For Acquisitions [Line Items] | |
Weighted average remaining useful life | 2 years |
Minimum [Member] | |
Goodwill and intangible assets (Details) - Schedule of Useful Lives For Acquisitions [Line Items] | |
Useful life assigned | 8 years |
Maximum [Member] | |
Goodwill and intangible assets (Details) - Schedule of Useful Lives For Acquisitions [Line Items] | |
Useful life assigned | 15 years |
Long term debt (Details)
Long term debt (Details) $ in Thousands, SFr in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2020USD ($) | Apr. 30, 2020CHF (SFr) | Nov. 30, 2018USD ($) | Oct. 31, 2020USD ($) | |
Long term debt (Details) [Line Items] | ||||
Debt instrument, face amount | $ 4,500 | |||
Debt instrument maturity period | 10 years | |||
Debt instrument, interest rate, stated percentage | 5.09% | |||
Debt instrument, periodic payment | $ 30 | |||
Amortization of debt issuance costs | $ 72 | |||
Unamortized debt issuance expense | $ 59 | |||
Mortgage agreement | 4,200 | |||
Cash collateral for borrowed securities | $ 750 | |||
Operating lease, description | We assumed from the seller an operating lease for a tenant at the facility which expired on June 30, 2020. | |||
Liquid assets | $ 25,000 | |||
Foreign exchange rate amount | $ 400 | SFr 0.4 | ||
Bear interest rate | 0.00% | |||
Long term debt term | 5 years | |||
Fixed interest rate, description | PPP loans have a 1% fixed interest rate and are due from two to five years. | |||
Maturity date, description | The PPP Loan matures on April 17, 2022 (the “Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without penalty. | |||
Intention to audit loans in excess | $ 2,000 | |||
Excess loans | $ 2,000 | |||
Citibank N.A [Member] | ||||
Long term debt (Details) [Line Items] | ||||
Cash collateral for borrowed securities | $ 7,000 |
Long term debt (Details) - Sche
Long term debt (Details) - Schedule of minimum future annual principal payments - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Schedule of minimum future annual principal payments [Abstract] | ||
2021 | $ 7,109 | |
2022 | 152 | |
2023 | 160 | |
2024 | 167 | |
2025 | 595 | |
Thereafter | 3,471 | |
Total principal payments | 11,654 | |
Less: current portion, included in other current liabilities and other short term debt | (7,148) | |
Unamortized mortgage cost | (59) | |
Long term debt - net | $ 4,447 | $ 4,485 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended |
Oct. 31, 2020USD ($) | |
Leases (Details) [Line Items] | |
Lease option maximum extension period | 5 years |
Accumulated amortization of finance lease assets (in Dollars) | $ 1 |
Minimum [Member] | |
Leases (Details) [Line Items] | |
Lease term of contract | 1 year |
Maximum [Member] | |
Leases (Details) [Line Items] | |
Lease term of contract | 8 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Components Lease - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 | |
Assets | |||
Operating, Right-of-use assets | $ 19,316 | $ 19,916 | |
Finance, Property, plant and equipment, net | [1] | 319 | |
Total lease assets | 19,635 | ||
Current: | |||
Operating, Current portion of operating lease liabilities | 3,966 | 4,121 | |
Finance, Finance leases short term | 109 | ||
Non-current: | |||
Operating, Operating lease liabilities, non-current | 16,257 | $ 16,679 | |
Finance. Other liabilities and finance leases long term | 173 | ||
Total lease liabilities | $ 20,505 | ||
[1] | Accumulated amortization of finance lease assets was approximately $1.0 million as of October 31, 2020. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease cost $ in Thousands | 3 Months Ended |
Oct. 31, 2020USD ($) | |
Schedule of lease cost [Abstract] | |
Operating lease cost | $ 1,479 |
Finance lease cost: | |
Amortization of leased assets | 66 |
Interest on lease liabilities | 5 |
Total lease cost | $ 1,550 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease liability maturity $ in Thousands | Oct. 31, 2020USD ($) | |
Schedule of lease liability maturity [Abstract] | ||
2021, Operating leases | $ 3,933 | |
2021, Finance leases | 87 | |
2021, Total | 4,020 | |
2022, Operating leases | 4,000 | |
2022, Finance leases | 88 | |
2022, Total | 4,088 | |
2023, Operating leases | 3,305 | |
2023, Finance leases | 88 | |
2023, Total | 3,393 | |
2024, Operating leases4 | 3,274 | |
2024, Finance leases | 44 | |
2024, Total | 3,318 | |
2025, Operating leases4 | 3,275 | |
2025, Finance leases | ||
2025, Total | 3,275 | |
Thereafter, Operating leases | 6,402 | |
Thereafter, Finance lease | ||
Thereafter, Total | 6,402 | |
Total lease payments, Operating leases | 24,189 | |
Total lease payments, Finance leases | 307 | |
Total lease payments, Total | 24,496 | |
Less: Interest, Operating leases | 3,966 | [1] |
Less: Interest, Finance leases | 25 | [1] |
Less: Interest, Total | 3,991 | [1] |
Present value of lease liabilities, Operating leases | 20,223 | |
Present value of lease liabilities, Finance leases | 282 | |
Present value of lease liabilities, Total | $ 20,505 | |
[1] | Primarily calculated using the Company’s incremental borrowing rate. |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of lease term and discount rate | Oct. 31, 2020 |
Weighted-average remaining lease term (years): | |
Weighted-average remaining lease term: Operating leases | 6 years 36 days |
Weighted-average remaining lease term: Finance leases | 2 years 328 days |
Weighted-average discount rate: | |
Weighted-average discount rate: Operating leases | 4.90% |
Weighted-average discount rate: Finance leases | 9.10% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Apr. 30, 2020 | Oct. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Payment advance | $ 2,526 | |
Accrual, real and personal property taxes, uncertainty | 25% | |
Accrued liabilities and other liabilities | $ 331 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Payroll, benefits, and commissions | $ 5,390 | $ 5,227 |
Professional fees | 678 | 710 |
Legal | 2,653 | 2,647 |
Deferred revenue – CARES Act Advance Payment | 2,526 | 2,526 |
Other | 3,266 | 1,723 |
Accrued liabilities | $ 14,513 | $ 12,833 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 05, 2018 | Sep. 30, 2017 | Oct. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2014 | Jan. 31, 2011 | |
Stockholders’ Equity (Details) [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||
Percentage of commission payable on equity offering | 3.00% | |||||
Maximum offering price under sales agreement | $ 20,000 | $ 20,000 | ||||
Common stock available for grant, description | (i) increasing the shares of common stock available for grant under the Amended and Restated 2011 Plan by an additional 4,000,000 shares of common stock bringing the total number of shares available for grant to 9,000,000 shares of common stock and (ii) extending the term of the Amended and Restated 2011 Plan until October 7, 2030. | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in Shares) | 741,000 | |||||
Compensation cost related to non-vested options | $ 751 | |||||
Performance share, description | one former executive forfeited a total of 6,000 PSUs. | |||||
Restricted Stock Awards [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Unvested restricted stock (in Shares) | 817 | |||||
weighted average award price (in Dollars per share) | $ 3.34 | |||||
Unrecognized compensation cost | $ 1 | |||||
2011 Plan [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Share based compensation arrangement by share based payment award restricted stock units (in Shares) | 3,000,000 | |||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in Shares) | 2,000,000 | |||||
Common stock available for grants (in Shares) | 5,000,000 | |||||
Common Stock [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Authorized common stock that may be issued and sold under sales agreement | $ 19,200 | |||||
Securities that may be sold under the agreement | $ 150,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Stockholders’ Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expense | $ 167 | $ 219 |
Stock options [Member] | ||
Stockholders’ Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expense | 166 | 218 |
Restricted stock [Member] | ||
Stockholders’ Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expense | $ 1 | $ 1 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of share-based payment arrangement - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based payment arrangement | $ 167 | $ 219 |
Selling, general and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based payment arrangement | 154 | $ 219 |
Cost of revenues [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based payment arrangement | $ 13 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of stock option activity $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Oct. 31, 2020USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Outstanding beginning, Options | 2,636,496 |
Outstanding beginning, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.05 |
Awarded, Options | 68,500 |
Awarded, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 2.14 |
Exercised, Options | |
Cancelled or expired, Options | (52,000) |
Cancelled or expired, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.51 |
Outstanding at end of period, Options | 2,652,996 |
Outstanding at end of period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 3.86 |
Outstanding at end of period, Weighted Average Remaining Contractual Term | 2 years 9 months |
Outstanding at end of period, Aggregate Intrinsic Value (in Dollars) | $ | $ 23 |
Exercisable at end of period, Options | 1,537,662 |
Exercisable at end of period, Weighted Average Remaining Contractual Term | 1 year 146 days |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of nonvested performance-based units activity - Executive Officer [Member] - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | ||
Feb. 25, 2020 | Jan. 03, 2019 | Jul. 31, 2018 | |
Performance share 1 [Member] | |||
Stockholders’ Equity (Details) - Schedule of nonvested performance-based units activity [Line Items] | |||
Total Grant | 32,000 | ||
Forfeitures | (6,000) | ||
Outstanding | 26,000 | ||
Fair Market Value At Grant Date (in Dollars) | $ 124 | ||
Performance share 2 [Member] | |||
Stockholders’ Equity (Details) - Schedule of nonvested performance-based units activity [Line Items] | |||
Total Grant | 80,500 | ||
Forfeitures | (14,500) | ||
Outstanding | 66,000 | ||
Fair Market Value At Grant Date (in Dollars) | $ 196 | ||
Performance share 3 [Member] | |||
Stockholders’ Equity (Details) - Schedule of nonvested performance-based units activity [Line Items] | |||
Total Grant | 98,600 | ||
Forfeitures | |||
Outstanding | 98,600 | ||
Fair Market Value At Grant Date (in Dollars) | $ 217 |
Segment reporting (Details)
Segment reporting (Details) | 3 Months Ended |
Oct. 31, 2020 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment reporting (Details) - S
Segment reporting (Details) - Schedule of revenue from external customers and long-lived assets, by geographical areas - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Clinical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues – Services and Products | $ 21,223 | $ 12,780 |
Cost of revenues | 12,995 | 10,975 |
Capital expenditures | 540 | 147 |
Research and development | 121 | 350 |
Selling, general and administrative | 6,098 | 6,215 |
Legal and related expenses | 25 | 50 |
Total operating costs and expenses | 19,239 | 17,590 |
Operating income (loss) | 1,984 | (4,810) |
Interest | (6) | (12) |
Other | 15 | 3 |
Foreign exchange loss | ||
Net income (loss) | 1,993 | (4,819) |
Depreciation and amortization included above | 409 | 409 |
Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues – Services and Products | 7,432 | 7,427 |
Cost of revenues | 3,763 | 3,546 |
Capital expenditures | 44 | 127 |
Research and development | 592 | 516 |
Selling, general and administrative | 2,445 | 2,757 |
Legal and related expenses | 5 | |
Total operating costs and expenses | 6,805 | 6,819 |
Operating income (loss) | 627 | 608 |
Interest | 10 | 18 |
Other | 2 | (12) |
Foreign exchange loss | (164) | 191 |
Net income (loss) | 475 | 805 |
Depreciation and amortization included above | 185 | 251 |
Therapeutics [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues – Services and Products | ||
Cost of revenues | ||
Capital expenditures | ||
Research and development | 33 | 188 |
Selling, general and administrative | 17 | |
Legal and related expenses | ||
Total operating costs and expenses | 50 | 188 |
Operating income (loss) | (50) | (188) |
Interest | ||
Other | ||
Foreign exchange loss | ||
Net income (loss) | (50) | (188) |
Depreciation and amortization included above | ||
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues – Services and Products | ||
Cost of revenues | ||
Capital expenditures | 33 | |
Research and development | ||
Selling, general and administrative | 1,454 | 2,167 |
Legal and related expenses | 610 | 1,646 |
Total operating costs and expenses | 2,064 | 3,813 |
Operating income (loss) | (2,064) | (3,813) |
Interest | (55) | 231 |
Other | 136 | |
Foreign exchange loss | ||
Net income (loss) | (2,119) | (3,446) |
Depreciation and amortization included above | 66 | 65 |
Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues – Services and Products | 28,655 | 20,207 |
Cost of revenues | 16,758 | 14,521 |
Capital expenditures | 617 | 274 |
Research and development | 746 | 1,054 |
Selling, general and administrative | 10,014 | 11,139 |
Legal and related expenses | 640 | 1,696 |
Total operating costs and expenses | 28,158 | 28,410 |
Operating income (loss) | 497 | (8,203) |
Interest | (51) | 237 |
Other | 17 | 127 |
Foreign exchange loss | (164) | 191 |
Net income (loss) | 299 | (7,648) |
Depreciation and amortization included above | 660 | 725 |
Selling, General and Administrative Expenses [Member] | Clinical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | 9 | 34 |
Selling, General and Administrative Expenses [Member] | Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | 16 | 22 |
Selling, General and Administrative Expenses [Member] | Therapeutics [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | ||
Selling, General and Administrative Expenses [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | 129 | 163 |
Selling, General and Administrative Expenses [Member] | Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | 154 | 219 |
Cost of Sales [Member] | Clinical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenues | 13 | |
Cost of Sales [Member] | Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenues | ||
Cost of Sales [Member] | Therapeutics [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenues | ||
Cost of Sales [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenues | ||
Cost of Sales [Member] | Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenues | 13 | |
Total [Member] | Clinical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 22 | 34 |
Total [Member] | Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 16 | 22 |
Total [Member] | Therapeutics [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | ||
Total [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 129 | 163 |
Total [Member] | Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | $ 167 | $ 219 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | |
Loss Contingency [Abstract] | |||
Contingencies approval, percent | 80.00% | ||
Legal and related expenses | $ 0.8 | ||
Litigation settlement, amount awarded from other party | $ 0.8 |