Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Oct. 11, 2022 | Jan. 31, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | ENZO BIOCHEM, INC. | ||
Trading Symbol | ENZ | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Common Stock, Shares Outstanding | 48,720,454 | ||
Entity Public Float | $ 131,825,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000316253 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Jul. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-09974 | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Tax Identification Number | 13-2866202 | ||
Entity Address, Address Line One | 81 Executive Blvd | ||
Entity Address, Address Line Two | Suite 3 Farmingdale | ||
Entity Address, State or Province | NY | ||
Entity Address, City or Town | NY | ||
Entity Address, Postal Zip Code | 11735 | ||
City Area Code | (212) | ||
Local Phone Number | 583-0100 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 274 | ||
Auditor Name | EisnerAmper LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,603 | $ 13,524 |
Marketable securities | 29,978 | |
Accounts receivable, net | 11,516 | 10,198 |
Inventories, net | 15,411 | 12,652 |
Prepaid expenses and other current assets | 5,824 | 4,230 |
Total current assets | 54,354 | 70,582 |
Property, plant, and equipment, net | 17,259 | 16,585 |
Right-of-use assets | 15,174 | 17,020 |
Goodwill | 7,452 | 7,452 |
Intangible assets, net | 244 | |
Other, including restricted cash of $1,000 and $750 at July 31, 2022 and 2021, respectively | 1,618 | 1,808 |
Total assets | 95,857 | 113,691 |
Current liabilities: | ||
Accounts payable - trade | 8,508 | 8,123 |
Accrued liabilities | 12,300 | 14,301 |
Current portion of operating lease liabilities | 3,432 | 3,419 |
Other current liabilities and finance leases short term | 310 | 233 |
Total current liabilities | 24,550 | 26,076 |
Other liabilities and finance leases long term | 39 | 115 |
Operating lease liabilities, non-current | 12,729 | 14,558 |
Long term debt, net | 4,077 | 4,356 |
Total liabilities | 41,395 | 45,105 |
Commitments and contingencies – see Notes 15 and 16 | ||
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: 48,720,454 at July 31, 2022 and 48,471,771 at July 31, 2021 | 487 | 485 |
Additional paid-in capital | 339,462 | 337,126 |
Accumulated deficit | (288,638) | (270,377) |
Accumulated other comprehensive income | 3,151 | 1,352 |
Total stockholders’ equity | 54,462 | 68,586 |
Total liabilities and stockholders’ equity | $ 95,857 | $ 113,691 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Other, including restricted cash (in Dollars) | $ 1,000 | $ 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 | 48,720,454 | 48,471,771 |
Common stock, shares outstanding | 48,720,454 | 48,471,771 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 107,071 | $ 117,731 | $ 76,021 |
Operating costs, expenses and legal settlements, net: | |||
Cost of revenues | 65,104 | 64,154 | 52,251 |
Research and development | 3,767 | 3,252 | 4,448 |
Selling, general, and administrative | 48,018 | 44,905 | 42,960 |
Legal and related expenses | 5,689 | 4,728 | 6,729 |
Legal settlements | (500) | ||
Total costs, expenses and legal settlements, net | 122,078 | 117,039 | 106,388 |
Operating (loss) income | (15,007) | 692 | (30,367) |
Other income (expense): | |||
Interest | 159 | 8 | 454 |
Other | (1,191) | 6,905 | 488 |
Foreign exchange (loss) gain | (2,222) | 270 | 905 |
(Loss) income before income taxes | (18,261) | 7,875 | (28,520) |
Income taxes | |||
Net (loss) income | $ (18,261) | $ 7,875 | $ (28,520) |
Net (loss) income per common share: | |||
Basic (in Dollars per share) | $ (0.38) | $ 0.16 | $ (0.6) |
Diluted (in Dollars per share) | $ (0.38) | $ 0.16 | $ (0.6) |
Weighted average common shares outstanding: | |||
Basic (in Shares) | 48,594 | 48,191 | 47,696 |
Diluted (in Shares) | 48,594 | 48,325 | 47,696 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (18,261) | $ 7,875 | $ (28,520) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 1,799 | (329) | (899) |
Comprehensive (loss) income | $ (16,462) | $ 7,546 | $ (29,419) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - 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) | (28,520) | (28,520) | |||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 811 | ||||
Issuance of common stock for share-based compensation | 10 | 10 | |||
Issuance of common stock for share-based compensation (in Shares) | 4,167 | ||||
Share-based compensation charges | 923 | 923 | |||
Issuance of common stock for employee 401(k) plan match | $ 3 | 836 | 839 | ||
Issuance of common stock for employee 401(k) plan match (in Shares) | 333,265 | ||||
Foreign currency translation adjustments | (899) | (899) | |||
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) | 7,875 | 7,875 | |||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 817 | ||||
Exercise of stock options | $ 1 | 96 | 97 | ||
Exercise of stock options (in Shares) | 34,667 | ||||
Issuance of common stock for previously accrued bonuses | $ 3 | 872 | 875 | ||
Issuance of common stock for previously accrued bonuses (in Shares) | 332,700 | ||||
Share-based compensation charges | 907 | 907 | |||
Issuance of common stock for employee 401(k) plan match | $ 2 | 778 | 780 | ||
Issuance of common stock for employee 401(k) plan match (in Shares) | 208,537 | ||||
Foreign currency translation adjustments | (329) | (329) | |||
Balance at Jul. 31, 2021 | $ 485 | 337,126 | (270,377) | 1,352 | 68,586 |
Balance (in Shares) at Jul. 31, 2021 | 48,471,771 | ||||
Net income (loss) | (18,261) | (18,261) | |||
Exercise of stock options | 28 | 28 | |||
Exercise of stock options (in Shares) | 11,300 | ||||
Share-based compensation charges | 1,496 | 1,496 | |||
Issuance of common stock for employee 401(k) plan match | $ 2 | 812 | 814 | ||
Issuance of common stock for employee 401(k) plan match (in Shares) | 237,383 | ||||
Foreign currency translation adjustments | 1,799 | 1,799 | |||
Balance at Jul. 31, 2022 | $ 487 | $ 339,462 | $ (288,638) | $ 3,151 | $ 54,462 |
Balance (in Shares) at Jul. 31, 2022 | 48,720,454 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (18,261) | $ 7,875 | $ (28,520) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization of property, plant and equipment | 2,566 | 2,332 | 2,256 |
Amortization of intangible assets | 261 | 321 | 524 |
Share-based compensation charges | 1,496 | 907 | 933 |
Share-based 401(k) employer match expense | 843 | 731 | 836 |
Foreign exchange loss (gain) | 2,057 | (88) | (1,165) |
Realized and unrealized loss on marketable securities | 1,283 | 83 | |
Paycheck Protection Program (PPP) loan forgiveness | (7,000) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,299) | (1,110) | 1,617 |
Inventories | (2,736) | (4,937) | 85 |
Prepaid expenses and other assets | (1,174) | (707) | (216) |
Accounts payable – trade | 390 | (395) | 1,214 |
Accrued liabilities, other current liabilities and other liabilities | (2,016) | 2,375 | 5,257 |
Total adjustments | 1,671 | (7,488) | 11,341 |
Net cash (used in) provided by operating activities | (16,590) | 387 | (17,179) |
Cash flows from investing activities: | |||
Capital expenditures | (3,472) | (4,436) | (2,170) |
Sales (purchases) of marketable securities | 28,695 | (30,061) | |
Net cash provided by (used in) investing activities | 25,223 | (34,497) | (2,170) |
Cash flows from financing activities: | |||
Proceeds from borrowings under government programs and mortgage agreement | 7,412 | ||
Repayments under mortgage agreement and capital leases | (269) | (339) | (411) |
Proceeds from exercise of stock options | 28 | 97 | |
Net cash (used in) provided by financing activities | (241) | (242) | 7,001 |
Effect of exchange rate changes on cash and cash equivalents | (63) | 11 | 67 |
Increase (decrease) in cash and cash equivalents and restricted cash | 8,329 | (34,341) | (12,281) |
Cash and cash equivalents and restricted cash - beginning of year | 14,274 | 48,615 | 60,896 |
Cash and cash equivalents and restricted cash - end of year | 22,603 | 14,274 | 48,615 |
Composition of cash and cash equivalents and restricted cash is as follows: | |||
Cash and cash equivalents | 21,603 | 13,524 | 47,865 |
Restricted cash | 1,000 | 750 | 750 |
Total cash and cash equivalents and restricted cash | $ 22,603 | $ 14,274 | $ 48,615 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 1 - Summary of significant accounting policies Nature of business Enzo Biochem, Inc. (the “Company”) is an integrated diagnostics, clinical lab, and life sciences company engaged in research, development, manufacturing and marketing of diagnostic and research products based on genetic engineering, biotechnology and molecular biology. These products are designed for the diagnosis of and/or screening for infectious diseases, cancers, genetic defects and other medically pertinent diagnostic information and are distributed in the United States and internationally. The Company also conducted research and development activities in the development of therapeutic products based on the Company’s technology platform of genetic modulation and immune modulation. The Company operates a clinical laboratory that offers and provides molecular and esoteric diagnostic medical testing services in the New York, New Jersey, and Connecticut medical communities. The Company operates in three segments (see Note 16). We have incurred net losses historically and have an accumulated deficit of $288,261 as of July 31, 2022. We had a net loss of $18,261 for the year ended July 31, 2022, and net cash used in operating activities was $16,590. We may continue to generate net losses for the foreseeable future. We believe the combination of our cash and cash equivalents at July 31, 2022, expected cash flows from operations, and re-activation of the Controlled Equity Offering program, if necessary, as disclosed in Note 12 will be sufficient for our operations and non-discretionary capital needs for at least twelve months from the filing of this report. There can be no assurances as to the market price or demand if and when we utilize the Controlled Equity Offering. Additionally, failure to generate additional revenues, obtain additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations and liquidity. Impacts of COVID-19 pandemic As a novel strain of coronavirus (COVID-19) impacted the economy of the United States and other countries around the world, we committed to being a part of the coordinated public and private sector response to this unprecedented challenge. We made substantial investments to expand and maintain the amount of COVID-19 testing available in the communities we serve. During the fiscal years ended July 31, 2022 and 2021, the Company generated substantial increases in COVID-19 related products and services. Enzo applied its technical expertise in molecular diagnostics to develop next generation COVID-19 diagnostic and antibody testing options which were approved under the FDA Emergency Use Authorization (EUA). This testing had a significantly positive impact on revenue, profitability and cash flow throughout fiscal 2021 and most of fiscal 2022. Revenues from COVID-19 testing represented 44%, 48%, and 8% of Clinical services revenues in the fiscal 2022, 2021 and 2020 periods, respectively. In March 2022, the U.S. Health Resources and Services Administration (“HRSA”) informed providers that, after March 22, 2022, it would stop accepting claims for testing and treatment for uninsured individuals under the HRSA COVID-19 Uninsured Program and that claims submitted prior to that date would be subject to eligibility and availability of funds. Although we believe that our estimates for contractual allowances and patient price concessions are appropriate, actual results could differ from those estimates. If the HRSA receives additional funding, it might again accept claims under the Uninsured Program. The rate of transmission of COVID-19 and its variants is on the decline in the US and the economy has reopened. However, federal, state and local governmental policies and initiatives designed to reduce the transmission of COVID-19 resulted in, among other things, a significant reduction in physician office visits, the cancellation of elective medical procedures, and the continuation of work-from-home policies. The COVID-19 impact on the Company’s operations is consistent with the overall industry and our competitors, partners, and vendors. While we anticipate that COVID-19 will continue to impact our business into the future, increases in vaccination rates and booster shots, the development of new therapeutics and greater availability of rapid COVID-19 tests has resulted in a continued, significant decline in demand for our COVID-19 testing. As a result, fiscal year 2022 COVID-19 testing volume, revenues, profitability, and cash flow did not match 2021 levels. The extent to which the COVID-19 pandemic has and will continue to impact the Company’s business and financial results depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the impact to worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the economic recovery, and governmental and business reactions to the pandemic. These factors are beyond the Company’s knowledge and control, and as a result, at this time the Company cannot reasonably estimate the impact the COVID-19 pandemic will have on its businesses but the impact could be material. 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 July 31, 2022 and through the date of this Annual 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. We expect COVID-19 testing volume will continue to decline in the periods ahead as the percentage of Americans who are vaccinated increases, the severity of its variants declines, and the general use of at home testing. However, the emergence and spread of more serious variants may cause our COVID-19 testing volume to increase again. Even after the COVID-19 pandemic has moderated and the business and social distancing restrictions have eased, we may continue to experience similar adverse effects to our businesses, consolidated results of operations, financial position and cash flows resulting from a recessionary economic environment that may persist, including inflation and actions by the Federal Reserve to increase interest rates. Principles of consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, Enzo Clinical Labs, Inc., Enzo Life Sciences, Inc. (and its wholly-owned foreign subsidiaries), Enzo Therapeutics, Inc., Enzo Realty LLC (“Realty”) and Enzo Realty II, LLC (“Realty II”). All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with 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. Contingencies Contingencies are evaluated and a liability is recorded when the matter is both probable and reasonably estimable. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. Foreign Currency Translation/Transactions The Company has determined that the functional currency for its foreign subsidiaries is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations. 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. Cash and cash equivalents Cash and cash equivalents consist of demand deposits with banks and highly liquid money market funds. At July 31, 2022 and 2021, the Company had cash and cash equivalents in foreign bank accounts of $590 and $909, respectively. Marketable securities As of July 31, 2021, the Company had investments in a mutual fund and an exchange traded fund (ETF) holding highly rated corporate bonds, asset backed securities, municipal bonds, mortgage obligations and government obligations. These investments were classified as trading securities and Level 1 fair value investments. As of July 31, 2021, the fair value of these investments was $29,978 and the cost basis was $30,061. We recognized unrealized losses of $83 for the fiscal year ended July 31, 2021. During fiscal 2022, these investments were sold resulting in a realized loss of $1,283, which is included in Other income (expense). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company believes the fair value of the aforementioned financial instruments approximates the cost due to the immediate or short-term nature of these items. Concentration of credit risk with respect to the Company’s Life Sciences products segment is mitigated by the diversity of the Company’s customers and their dispersion across many different geographic regions. To reduce risk, the Company routinely assesses the financial strength of these customers and, consequently, believes that its accounts receivable credit exposure with respect to these customers is limited. The Company believes that the concentration of credit risk with respect to the Clinical Laboratory services accounts receivable is mitigated by the diversity of third party payers that insure individuals. To reduce risk, the Company routinely assesses the financial strength of these payers and, consequently, believes that its accounts receivable credit risk exposure, with respect to these payers, is limited. While the Company also has receivables due from the Federal Medicare program, the Company does not believe that these receivables represent a credit risk since the Medicare program is funded by the federal government and payment is primarily dependent on our submitting the appropriate documentation. Other than the Medicare program, two providers whose programs are included in the “Third party payers” and health maintenance organizations (“HMOs”) categories represent 21%, 22% and 24%, respectively, of Clinical Services net revenue for the years ended July 31, 2022, 2021 and 2020 respectively, and represent 23% and 27% respectively, of the Clinical Services net accounts receivable as of July 31, 2022 and 2021. Other than the Medicare program, one provider whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMO’s”) categories represents 11% and 13%, respectively, of Clinical Services net revenues for the years ended July 31, 2022 and 2021. Accrual for Self-Funded Employee Medical Insurance Accruals for self-funded employee medical insurance are determined based on a number of assumptions and factors, including historical payment trends, claims history and current estimates. These estimated liabilities are not discounted as they are expected to be repaid within one year. If actual trends differ from these estimates, the financial results could be impacted. Contractual Adjustment The Company’s estimate of contractual adjustment is based on significant assumptions and judgments, such as its interpretation of payer reimbursement policies, and bears the risk of change. The estimation process is based on the experience of amounts approved as reimbursable and ultimately settled by payers, versus the corresponding gross amount billed to the respective payers. The contractual adjustment is an estimate that reduces gross revenue based on gross billing rates to amounts expected to be approved and reimbursed. Gross billings are based on a standard fee schedule the Company sets for all third-party payers, including Medicare, HMO’s and managed care providers. The Company adjusts the contractual adjustment estimate quarterly, based on its evaluation of current and historical settlement experience with payers, industry reimbursement trends, and other relevant factors which include the monthly and quarterly review of: 1) current gross billings and receivables and reimbursement by payer, 2) current changes in third party arrangements and 3) the growth of in-network provider arrangements and managed care plans specific to our Company. During the years ended July 31, 2022, 2021 and 2020, the contractual adjustment percentages, determined using current and historical reimbursement statistics, were approximately 83%, 83% and 88%, respectively, of gross billings. Accounts Receivable Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period of the related revenue. The Company’s ability to collect outstanding receivables from third-party payers is critical to its operating performance and cash flows. The primary collection risk lies with uninsured patients or patients for whom primary insurance has paid but a patient portion remains outstanding. The Company also assesses the current state of its billing functions in order to identify any known collection issues and to assess the impact, if any, on the allowance estimates which involves judgment. The Company believes that the collectability of its receivables is directly linked to the quality of its billing processes, most notably, those related to obtaining the correct information in order to bill effectively for the services provided. Should circumstances change (e.g. shift in payer mix, decline in economic conditions or deterioration in aging of receivables), our estimates of net realizable value of receivables could be reduced by a material amount. In the case of COVID-19 diagnostic and antibody testing, collection risk for uninsured patients was minimized under the HRSA COVID-19 Uninsured Program (the “Program”). The HRSA stopped accepting claims for testing and treatment for uninsured individuals under the Program in late March 2022. As of July 31, 2022, we had no material outstanding net accounts receivable associated with claims for reimbursement under the Program. The Clinical Laboratory Services segment’s net receivables are detailed by billing category and as a percent to its total net receivables. At July 31, 2022 and 2021, approximately 59% of the Company’s net accounts receivable relates to its Clinical Laboratory Services business, which operates in the New York, New Jersey and Connecticut medical communities. The following is a table of the Company’s net accounts receivable by segment. July 31, 2022 July 31, 2021 Net accounts receivable by segment Amount % Amount % Clinical Labs (by billing category) Third party payers $ 2,647 40 $ 2,195 36 Patient self-pay 2,779 41 2,007 33 Medicare 768 11 1,122 19 HMO’s 560 8 692 12 Total Clinical Labs 6,754 100 % 6,016 100 % Total Life Sciences 4,762 4,182 Total accounts receivable – net $ 11,516 $ 10,198 As of July 31, 2020, total accounts receivable – net were $9,141 with Clinical Labs receivables representing 68% or $6,180 of the total. Life Sciences receivables were $2,961 or 32% of the total. Inventories The Company values inventory at the lower of cost (first-in, first-out) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Finished goods also include high throughput machines we intend to sell to laboratory customers. Write downs of inventories to net realizable value are based on a review of inventory quantities on hand and estimated sales forecasts based on sales history and anticipated future demand. Unanticipated changes in demand could have a significant impact on the value of our inventory and require additional write downs of inventory which would impact our results of operations. Property, plant and equipment Property, plant and equipment is stated at cost, and depreciated on the straight-line basis over the estimated useful lives of the various asset classes as follows: building and building improvements: 15-30 years; laboratory machinery and equipment, office furniture and computer equipment: 3-10 years. Leasehold improvements are amortized over the term of the related leases or estimated useful lives of the assets, whichever is shorter. Goodwill and Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Intangible assets (exclusive of patents), arose primarily from acquisitions, and primarily consist of customer relationships, trademarks, licenses, and website and database content. Our intangible assets are all finite-lived and are amortized according to their estimated useful lives, which range from 4 to 15 years. Patents represent capitalized legal costs incurred in pursuing patent applications. When such applications result in an issued patent, the related capitalized costs, if any, are amortized over a ten year period or the life of the patent, whichever is shorter, using the straight-line method. The Company reviews its issued patents and pending patent applications, and if it determines to abandon a patent application or that an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. Impairment testing for Goodwill and Long-Lived Assets The Company tests goodwill annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist. In assessing goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is not required to perform any additional tests in assessing goodwill for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it will perform a quantitative assessment as it identifies the reporting units and compares the fair value of each of these reporting units to their respective carrying amount. If the carrying amount of the reporting unit is less than its fair value, no impairment exists. If the carrying amount of the reporting unit is higher than its fair value, the impairment charge is the amount by which the carrying amount exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company performed a quantitative assessment in 2022, 2021 and 2020, and concluded there were no goodwill impairments. The goodwill is held in the Clinical Labs reporting unit, which in 2022 had income before taxes of $839. In 2022, we estimated the fair value of this reporting unit by determining the multiple of enterprise value to revenues for a peer group of clinical reference labs, discounted that multiple, and applied it to our reporting unit’s annualized revenues. The resulting estimate of the fair value of the reporting unit exceeded the carrying amount of the reporting unit by approximately $55,000, well in excess of the unit’s goodwill. The Company reviews the recoverability of the carrying value of long-lived assets (including its intangible assets, all of which have finite lives) of an asset or asset group for impairment annually as of the end of the fiscal year, or more frequently if indicators of potential impairment exist. Should indicators of impairment exist, the carrying values of the assets are evaluated in relation to the operating performance and future undiscounted cash flows of an asset or asset group. The net book value of the long lived asset is adjusted to fair value if its expected future undiscounted cash flow is less than its book value. There were no long-lived asset impairments in 2022, 2021 or 2020. Comprehensive income (loss) Comprehensive income (loss) consists of the Company’s consolidated net income (loss) and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive income (loss) were not tax effected as the Company has a full valuation allowance at July 31, 2022, 2021, and 2020. Accumulated other comprehensive income is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. Shipping and Handling Costs Shipping and handling costs associated with the distribution of finished goods to customers are recorded in cost of goods sold. Research and Development Research and development costs are charged to expense as incurred. Advertising All costs associated with advertising are expensed as incurred. Advertising expense, included in selling, general and administrative expense, approximated $577, $400, and $437 for the years ended July 31, 2022, 2021 and 2020, respectively. 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 when it is more likely than not that the benefits may not be realized. 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 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. At July 31, 2022 and 2021, the Company had no uncertain tax benefits recorded. 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. Segment Reporting The Company separately reports information about each operating segment that engages in business activities from which the segment may earn revenues and incur expenses, whose separate operating results are regularly reviewed by the chief operating decision maker regarding allocation of resources and performance assessment and which exceed specific quantitative thresholds related to revenue and profit or loss. The Company’s operating activities are reported in three segments (see Note 16). 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. The dilutive effect of potential common shares, consisting of outstanding stock options, and unvested restricted stock units and performance stock units, is determined using the treasury stock method. For fiscal 2021 approximately 134,000 of weighted average stock options were included in the calculation of diluted weighted average shares outstanding. Diluted weighted average shares outstanding for fiscal 2022 and 2020 does not include the potential common shares from stock options and unvested restricted stock because to do so would have been antidilutive and as such is the same as basic weighted average shares outstanding for 2022 and 2020. The number of potential common shares (“in the money options”) and unvested restricted stock units and performance stock units excluded from the calculation of diluted weighted average shares outstanding for the year ended July 31, 2022 was approximately 472,000. The number of potential common shares (“in the money options”) excluded from the calculation of diluted weighted average shares outstanding for the year ended July 31, 2020 was 40,000. For the years ended July 31, 2022, 2021 and 2020, the effect of approximately 1,499,000, 1,465,000 and 1,904,000 respectively, of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted weighted average shares outstanding because their effect would be anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share for the years ended July 31: 2022 2021 2020 Net (loss) income $ (18,261 ) $ 7,875 $ (28,520 ) Weighted-average common shares outstanding – basic 48,594 48,191 47,696 Add: effect of dilutive stock options and restricted stock — 134 — Weighted-average common shares outstanding – diluted 48,594 48,325 47,696 Net (loss) income per share – basic $ (0.38 ) $ 0.16 $ (0.60 ) Net (loss) income per share – diluted $ (0.38 ) $ 0.16 $ (0.60 ) Share-Based Compensation The Company records compensation expense associated with stock options, restricted stock units and performance stock units based upon the fair value of the stock based awards as measured at the grant date. The Company determines the award values of stock options using the Black Scholes option pricing model. The expense is recognized by amortizing the fair values on a straight-line basis over the vesting period, adjusted for forfeitures when they occur. For the years ended July 31, 2022, 2021 and 2020, share-based compensation expense relating to the fair value of stock options, restricted stock units and performance stock units was approximately $1,496, $907 and $933, respectively (see Note 12). During the year ended July 31, 2020, the Company issued common stock as employee compensation in the amount of $10. No excess tax benefits were recognized for the year ended July 31, 2022, 2021 and 2020. The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statement of operations for the years ended July 31: 2022 2021 2020 Cost of clinical laboratory services $ 14 $ 93 $ 46 Selling, general and administrative 1,482 814 887 $ 1,496 $ 907 $ 933 Effect of New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. Pronouncements Issued but Not Yet Adopted In June 2016, FASB issued ASU No. 2016-13 Financial Instruments – Credit Losses (Topic 326). This standard changes the impairment model for most financial instruments, including trade receivables, from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. Adoption of this standard is required for our annual and interim periods beginning August 1, 2023, as we qualify as a smaller reporting company at the end of fiscal 2022 and must be adopted using a modified retrospective transition approach. We are currently assessing the impact of the adoption of this standard on our results of operations, financial position and cash flows. 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. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and intangible assets | Note 2 – 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 July 31, 2022 and 2021. 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 Net July 31, 2020 $ 27,686 $ (27,148 ) $ 538 Amortization expense — (296 ) (296 ) Foreign currency translation 89 (87 ) 2 July 31, 2021 $ 27,775 $ (27,531 ) $ 244 Amortization expense — (239 ) (239 ) Foreign currency translation (512 ) 507 (5 ) July 31, 2022 $ 27,263 $ (27,263 ) $ — Intangible assets, all finite-lived and fully amortized as of July 31, 2022, consist of the following: July 31, 2022 July 31, 2021 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 (11,027 ) $ — $ 11,027 $ (11,027 ) $ — Customer relationships 11,771 (11,771 ) — 12,059 (11,815 ) 244 Website and acquired content 1,011 (1,011 ) — 1,025 (1,025 ) — Licensed technology and other 470 (470 ) — 494 (494 ) — Trademarks 2,984 (2,984 ) — 3,170 (3,170 ) — Total $ 27,263 (27,263 ) $ — $ 27,775 $ (27,531 ) $ 244 Amortization expense for the years ended July 31, 2022, 2021, and 2020 was $239, $296 and $524, respectively. |
Revenue recognition
Revenue recognition | 12 Months Ended |
Jul. 31, 2022 | |
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 70%, 74% and 63% of the Company’s total revenues for fiscal years ended July 31, 2022, 2021, and 2020 respectively 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, it is written off. The following table represents clinical services net revenues and percentages by type of customer: Year ended July 31, 2022 Year ended July 31, 2021 Year ended July 31, 2020 Revenue category Revenue % Revenue % Revenue % Third-party payers $ 43,908 59 $ 52,564 60 $ 24,893 52 Medicare 10,391 14 13,084 15 10,825 23 HMO’s 12,070 16 11,878 14 5,983 12 Patient self-pay 8,059 11 9,458 11 6,263 13 Total $ 74,428 100 % $ 86,984 100 % $ 47,964 100 % For fiscal years ended July 31, 2022, 2021, and 2020 all of the Company’s clinical services revenues were generated within the United States. Grant income Under the CARES Act, we were eligible for and received two income grants in April and June 2020 totaling $1,496 under the Department of Health and Human Services (HHS) Public Health and Social Services Emergency Fund for provider relief. The purpose of the payments is to reimburse the Company for health care related expenses or lost revenues attributable to COVID-19. We certified that the grant funds were accepted per the regulations and recognized it as Grant income for the fiscal year ended July 31, 2020 in the Clinical Services segment. Products Revenue The Company accounts for revenue pursuant to ASC Update No. 2014-09, Revenue from Contracts with Customer Products revenue by geography is as follows: 2022 2021 2020 United States $ 19,781 $ 15,617 $ 14,824 Europe 8,568 10,386 7,720 Asia Pacific 4,294 4,744 4,017 Products revenue $ 32,643 $ 30,747 $ 26,561 |
Supplemental Disclosure for Sta
Supplemental Disclosure for Statement of Cash Flows | 12 Months Ended |
Jul. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosure for statement of cash flows | Note 4 - Supplemental disclosure for statement of cash flows In the years ended July 31, 2022, 2021, and 2020, interest paid by the Company approximated $231, $237 and $266, respectively. For the years ended July 31, 2022 and 2021, the net reductions in the measurement of right of use assets and liabilities included in cash flows from operating activities was approximately $29 and $74, respectively. The changes are included in changes in accrued liabilities, other current liabilities, and other liabilities in the statement of cash flows. For the years ended July 31, 2022, 2021 and 2020, tax on capital paid by the Company was $129, $305 and $90, respectively. There was no cash paid for income taxes by the Company for the years ended July 31, 2022, 2021, and 2020. During the years ended July 31, 2022, 2021 and 2020, the Company issued common stock in connection with its share-based 401(k) employer match in the amount of $814, $780 and $839, respectively. During the year ended July 31, 2021, the Company issued 332,700 restricted shares of common stock to two senior executives in settlement of their accrued bonuses totaling $875. |
Inventories
Inventories | 12 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 - Inventories Inventories, net consisted of the following at July 31: 2022 2021 Raw materials $ 1,524 $ 1,062 Work in process 2,459 2,534 Finished products 11,428 9,056 $ 15,411 $ 12,652 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant, and equipment | Note 6 - Property, plant, and equipment At July 31, 2022 and 2021, property, plant, and equipment consist of: 2022 2021 Building and building improvements $ 11,819 $ 10,310 Machinery and equipment (includes assets under finance leases - see Note 9) 12,491 12,721 Office furniture and computer equipment 17,034 15,942 Leasehold improvements 5,292 5,692 46,636 44,665 Accumulated depreciation and amortization (31,439 ) (30,142 ) 15,197 14,523 Land and land improvements 2,062 2,062 $ 17,259 $ 16,585 At July 31, 2022, building and building improvements include construction in progress of approximately $323. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 7 - Income taxes The Company recorded no benefit or provision for income taxes for fiscal years ended July 31, 2022, 2021 or 2020. On March 27, 2020, the CARES Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. While the Company continues to evaluate the impact of the CARES Act, it does not currently believe it will have a material impact on the Company’s income taxes or related disclosures. Deferred tax assets and liabilities arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The components of deferred tax assets (liabilities) as of July 31 are as follows: 2022 2021 Deferred tax assets: Federal tax carryforward losses $ 20,303 18,140 Provision for uncollectible accounts receivable 635 970 State and local tax carry forward losses 2,758 1,658 Stock compensation 1,766 1,088 Depreciation 875 850 Research and development and other tax credit carryforwards 1,551 1,527 Lease liabilities 4,594 5,194 Foreign tax carryforward losses 3,213 2,536 Intangibles and goodwill 481 858 Inventory 1,769 1,637 Accrued expenses 2,199 1,341 Other, net 12 17 Deferred tax assets 40,156 35,816 Right of use assets (4,313 ) (4,917 ) Prepaid expenses (1,175 ) (946 ) Other, net (58 ) (79 ) Deferred tax liabilities (5,546 ) (5,942 ) Net deferred tax assets before valuation allowance 34,610 29,874 Less: valuation allowance (34,610 ) (29,874 ) Net deferred tax liabilities $ — $ — The Company recorded a valuation allowance during the years ended July 31, 2022 and 2021 equal to domestic and foreign net deferred tax assets. The Company believes that the valuation allowance is necessary as it is not more likely than not that the deferred tax assets will be realized in the foreseeable future based on positive and negative evidence available at this time. This conclusion was reached because of uncertainties relating to future taxable income, in terms of both its timing and its sufficiency, which would enable the Company to realize the deferred tax assets. For fiscal years 2022 and 2021, the change in the valuation allowance was $4,736 and ($203), respectively. As of July 31, 2022, the Company had U.S. federal net operating loss carryforwards of approximately $96,679 of which $58,867, if not fully utilized, expire between 2030 and 2038 and which $37,812 do not expire. Utilization is dependent on generating sufficient taxable income prior to expiration of the tax loss carryforwards. In addition, the Company has research and development tax credit carryforwards of approximately $1,551 which expire between 2025 and 2042. As of July 31, 2022, the Company has state and local net operating loss carryforwards of approximately $38,133, which if not fully utilized, expire between 2038 and 2042. As of July 31, 2022, the Company had foreign loss carryforwards of approximately $14,831 which with few exceptions do not expire. The geographic components of (loss) income before income taxes consisted of the following for the years ended July 31: 2022 2021 2020 United States operations $ (14,267 ) $ 8,832 $ (27,690 ) International operations (3,994 ) (957 ) (830 ) (Loss) income before taxes $ (18,261 ) $ 7,875 $ (28,520 ) The benefit or (provision) for income taxes was at rates different from U.S. federal statutory rates for the following reasons for the years ended July 31: 2022 2021 2020 Federal statutory rate 21.0 % (21.0 )% 21.0 % Compensation and other expenses not deductible for income tax return purposes (2.9 ) (3.4 ) (1.1 ) PPP loan forgiveness income not taxable for income tax return purposes — 18.7 — Change in valuation allowance, net 18.1 5.7 (19.9 ) — % — % — % Because there are no undistributed earnings at the Company’s foreign subsidiaries at July 31, 2022, no U.S. federal income taxes have been provided. As of July 31, 2022, the Company has no liabilities for uncertain tax positions. It is the Company’s policy to record interest and penalties as a component of tax expense. The Company files income tax returns in the U.S. Federal jurisdiction, various U.S. state jurisdictions and several foreign jurisdictions. With few exceptions, the fiscal years that remain subject to examination are July 31, 2019 through July 31, 2022. During fiscal 2021, the Swiss Federal Tax Administration completed of an examination for the fiscal years 2015 through 2018, which resulted in the tax returns being accepted as filed. During fiscal 2021, the Company received notification from the German tax authorities of an examination for the fiscal years 2015 through 2019. As of July 31, 2022, we had received no preliminary audit findings and no reserves have been recorded with respect to this audit. |
Long Term Debt
Long Term Debt | 12 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long term debt | Note 8 – Long term debt In connection with the purchase of a building in Farmingdale, NY on November 27, 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 $46 at July 31, 2022. At July 31, 2022, the balance owed by the subsidiary under the mortgage agreement was $3,980. The Company’s obligations under the mortgage agreement are secured by the building and by a $1,000 cash collateral deposit with the mortgagee as additional security. This restricted cash is included in other assets as of July 31, 2022. 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 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 covenants. Effective October 2020, the Company and the mortgagee agreed to a covenant restructure whereby the mortgagee waived the Company’s financial ratio covenant for the fiscal period ended July 31, 2020 and modified the mortgage to replace that covenant with a liquidity covenant. The liquidity covenant requires that we own and maintain at all times and throughout the remaining term of the loan at least $25,000 of liquid assets, defined as time deposits, money market accounts and obligations issued by the U.S. government or any of its agencies. The cash collateral agreement was also modified to require compliance with the liquidity covenant for two consecutive fiscal years before the collateral is released back to us. Effective September 29, 2021, the Company and the mortgagee agreed to further covenant restructuring whereby (a) the liquidity covenant was reduced to 150% of the loan principal (or approximately $6,000 as of July 31, 2022) from $25,000 previously, and (b) the collateral requirement was increased from $750 to $1,000. As of July 31, 2022, the Company was in compliance with all the financial and liquidity covenants related to this mortgage. In April 2020, our subsidiary in Switzerland received a loan of CHF 400 (or $400, based on the foreign exchange rate as of July 31, 2020) from the Swiss government under the “Corona Krise” emergency loan program in response to the pandemic. This loan is uncollateralized and bears 0% interest. In January 2022, the bank agent of the Swiss government informed our subsidiary that the loan had to be fully amortized within a maximum of eight years and that the first of semiannual amortization payments of CHF 33 would begin in March 2022. In March 2022, the subsidiary made its first semi-annual principal repayment of CHF 33 (or $35 based on exchange rates). Based on this amortization schedule, the loan will be repaid by September 2027. The current portion of this loan is included in other current liabilities and the long term portion in long term debt – net as of July 31, 2022. The CARES Act expanded the U.S. Small Business Administration’s (SBA) business loan program to create the Paycheck Protection Program (PPP), which provided 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. 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”). We accrued no interest on the loan. In June 2021, the SBA approved in full our request for loan forgiveness. For the year ended July 31, 2021, we recognized the forgiveness of the $7,000 loan in Other income. The SBA announced its intention to audit loans in excess of $2,000 and in June 2022 requested through Citibank N.A. the production of documents and information related to our loan and our request for forgiveness. We provided that information to the SBA via Citibank N.A. In October 2022 the SBA requested through Citibank N.A. that we complete a new version of their loan necessity questionnaire with respect our forgiven loan, which we will provide by the end of October 2022. Minimum future annual principal payments under these agreements as of July 31, 2022 are as follows: July 31, Total 2023 $ 230 2024 237 2025 247 2026 256 2027 266 Thereafter 3,116 Total principal payments 4,352 Less: current portion, included in other current liabilities and finance leases short term (229 ) unamortized mortgage cost (46 ) Long term debt - net $ 4,077 |
Leases
Leases | 12 Months Ended |
Jul. 31, 2022 | |
Leases Disclosure Abstract | |
Leases | Note 9 - Leases 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 6 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 July 31, July 31, Assets Operating Right-of-use assets $ 15,174 $ 17,020 Finance Property, plant and equipment, net (a) 172 248 Total lease assets $ 15,346 $ 17,268 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,432 $ 3,419 Finance Finance leases short term 81 88 Non-current: Operating Operating lease liabilities, non-current 12,729 14,558 Finance Other liabilities and finance leases long term 39 110 Total lease liabilities $ 16,281 $ 18,175 (a) Accumulated amortization of finance lease assets was approximately $210 and $1,100 as of July 31, 2022 and 2021, respectively. For the years ended July 31, components of lease cost were as follows: Lease Cost 2022 2021 Operating lease cost $ 4,431 $ 5,474 Finance lease cost: Amortization of leased assets 76 137 Interest on lease liabilities 10 16 Total lease cost $ 4,517 $ 5,627 The maturity of the Company’s lease liabilities as of July 31, 2022 is as follows: Maturity of lease liabilities, years ending July 31, Operating Finance Total 2023 $ 4,129 $ 81 $ 4,210 2024 3,836 44 3,880 2025 3,503 — 3,503 2026 3,351 — 3,351 2027 2,507 — 2,507 Thereafter 808 — 808 Total lease payments 18,134 125 18,259 Less: Interest (a) (1,973 ) (5 ) (1,978 ) Present value of lease liabilities $ 16,161 $ 120 $ 16,281 (a) Primarily calculated using the Company’s incremental borrowing rate. Lease term and discount rate for the years ended July 31 were as follows: Lease term and discount rate 2022 2021 Weighted-average remaining lease term (years): Operating leases 4.7 years 5.6 years Finance leases 1.5 years 2.5 years Weighted-average discount rate: Operating leases 5.0 % 4.9 % Finance leases 4.5 % 7.4 % See Note 4 for cash flow information on cash paid for amounts included in the measurement of lease liabilities for the years ended July 31, 2022, 2021 and 2020. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jul. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 10 - Accrued Liabilities At July 31, accrued liabilities consist of: 2022 2021 Payroll, benefits and commissions $ 4,912 $ 5,856 Professional fees 801 628 Legal 4,523 2,554 Deferred revenue — 2,675 Other 2,064 2,588 $ 12,300 $ 14,301 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. Since the Company had the right to repay the advance at any time, the entire balance was considered current. The recoupment of the CMS advance started April 2021 and was completed by April 2022. At July 31, 2021 and 2020, the deferred revenue related to the CMS payment advance was $1,847 and $2,526, respectively. 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 July 31, 2022 and 2021, the Company had established reserves of $260 and $300 respectively, which are included in accrued liabilities for payroll, benefits and commissions, 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. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jul. 31, 2022 | |
Other Current Liabilities [Abstract] | |
Other current liabilities | Note 11 - Other current liabilities At July 31, other current liabilities consist of: 2022 2021 Finance lease obligations, current portion $ 81 $ 81 Current portion of mortgage loan 159 152 Current portion of Swiss government loan 70 — $ 310 $ 233 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jul. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ equity | Note 12 - Stockholders’ equity Controlled Equity Offering The Company has a Controlled Equity Offering SM On September 1, 2017, the Company filed with the SEC a Form S-3 “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 15, 2017. The Form S-3 expired in October 2020 but may be refiled at any time at the discretion of the Company. For the years ended July 31, 2022, 2021, and 2020, the Company did not sell any shares of common stock under the Sales Agreement. Common stock issuances In fiscal 2022, the Company issued 237,383 shares of common stock pursuant to its employees’ 401(k) matching contribution obligation of $814. In fiscal 2021, the Company issued 208,537 shares of common stock in settlement of its employees’ 401(k) matching contribution obligation of $780. In January 2021, the Company issued 332,700 shares of common stock in payment of accrued executive bonuses of $875. In fiscal 2020, the Company issued 333,265 shares of common stock in settlement of its employees’ 401(k) matching contribution obligation of $839 and also issued 4,167 shares of common stock as employee compensation and recorded an expense of $10. Incentive stock plans 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, restricted stock units and performance stock units for up to 3,000,000 shares of common stock. In January 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. In January 2021, the Company’s stockholders approved the amendment and restatement of the Amended and Restated 2011 Plan. 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 July 31, 2022, there were approximately 4,142,000 shares of common stock available for grant under the Amended and Restated 2011 Plan, as amended and restated. The Company estimates the fair value of each stock option award on the measurement date using a Black-Scholes option pricing model. The fair value of awards is amortized to expense on a straight-line basis over the requisite service period. The Company expenses restricted stock awards based on vesting requirements, primarily time elapsed. Performance stock awards are not recognized until it is probable they will be earned. At such time, their expense is then recognized over the requisite service period, including that portion of the service period already elapsed. Effective November 8, 2021, the Company appointed Hamid Erfanian as Chief Executive Officer and Options granted pursuant to the plans may be either incentive stock options or non-statutory options. The 2011 Plan provides for the issuance of stock options, restricted stock and restricted stock unit awards which generally vest over a two or three year period. A summary of the option activity pursuant to the Company’s stock option plan for the years ended July 31, 2022, 2021, and 2020 is as follows: 2022 2021 2020 Options Weighted - Options Weighted - Options Weighted - Outstanding at beginning of year 2,504,563 $ 3.74 2,636,496 $ 4.05 2,351,040 $ 4.53 New Grants 1,858,250 $ 2.88 543,104 $ 2.57 773,032 $ 2.40 Exercised (11,300 ) $ 2.49 (34,667 ) $ 2.80 — $ — Expired or forfeited (409,730 ) $ 7.00 (640,370 ) $ 3.52 (487,576 ) $ 3.71 Outstanding at end of year 3,941,783 $ 3.00 2,504,563 $ 3.74 2,636,496 $ 4.05 Exercisable at end of year 1,794,399 $ 3.14 1,561,326 $ 4.37 1,457,162 $ 5.10 Weighted average fair value of options granted during year $ 1.52 $ 1.27 $ 1.01 The intrinsic value of stock option awards that vested during the fiscal year represents the value of the Company’s closing stock price on the last trading day of the fiscal year in excess of the exercise price multiplied by the number of options that vested. Total intrinsic value of outstanding options that vested and were exercisable during the fiscal years ended July 31, 2022, 2021, and 2020 was $68, $488, and $0, respectively. The intrinsic value of options outstanding at July 31, 2022, 2021, and 2020 was $193, $1,323 and $79, respectively. The intrinsic value of the options exercised in fiscal 2022, 2021 and 2020 was $4, $38 and $0, respectively. Listed below are the assumptions used to determine the fair value of options granted during fiscal years 2022, 2021 and 2020: Grant Year Options Granted Exercise Price Range Term Vesting Period (years) FMV of options Granted/Per Share Expected Life (years) Expected Volatility % Interest 2022 1,858,250 $ 2.21 – $3.64 5 3 $ 1.17 – $1.78 3.5 73.25 – 74.52 1.73 – 3.03 2021 543,104 $ 2.14 – $2.63 5 2 - 3 $ 1.04 – $1.30 3.25 – 3.5 69.36 – 73.26 0.19 – 0.26 2020 773,032 $ 2.20 – $3.32 5 2 - 3 $ 0.86 – $1.34 3.25 – 3.5 53.77 – 66.24 0.27 – 1.2 The following table summarizes information for stock options outstanding at July 31, 2022: Range of Exercise prices Shares Weighted- Weighted- $2.14 - $3.64 3,554,633 3.6 $ 2.73 $4.42 290,000 1.0 $ 4.42 $5.52 - $8.36 97,150 0.6 $ 7.47 3,941,783 The following table summarizes information for stock options exercisable at July 31, 2022: Range of Exercise prices Shares Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price $2.14 - $3.64 1,407,249 2.3 $ 2.58 $4.42 290,000 1.0 $ 4.42 $5.52 - $8.36 97,150 0.6 $ 7.47 1,794,399 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 are based on revenue and adjusted EBITDA goals met at threshold, target or maximum levels and will be modified based on Total Shareholder Return (“TSR”) performance relative to Enzo’s peer group. The remaining PSUs awarded to executive officers in fiscal 2018 expired in fiscal 2021 as the 3 year growth goals were not achieved. During the fiscal years ended 2020 and 2019, the Company awarded additional 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 revenue growth and adjusted EBITDA growth goals met at threshold, target or maximum levels over the respective period. For the fiscal year ended July 31, 2022, the Company reversed net total PSU accruals of $124 for a former officer who forfeited 25,300 and 20,000 PSUs from the fiscal 2020 and fiscal 2019 awards, respectively, resulting in net PSU compensation expense of $70. For the fiscal year ended July 31, 2021, the Company accrued compensation expense of $272 for the outstanding PSUs awarded during fiscal 2020 and 2019 as the achievement of certain growth goals was deemed probable at that time. During fiscal 2021, a former officer forfeited 4,000 PSUs awarded in fiscal 2019. During the fiscal year 2020, no compensation expense was recognized as the achievement of the growth goals was deemed not probable at that time. During fiscal 2020, a former executive forfeited 10,500 PSUs from the fiscal 2019 award. The following table summarizes PSU’s granted and outstanding through July 31, 2022: Grant Date Total Grant Forfeitures Outstanding Fair Market Value At 10/15/2019 80,500 (34,500 ) 46,000 $ 155 10/19/2020 98,600 (25,300 ) 73,300 $ 153 Restricted Stock Units The Company awarded restricted stock units (“RSUs”) to our CEO who was appointed in November 2021. The award was for 260,000 RSUs which vest over three years on the anniversary of his hiring. The fair market value of these RSUs at the date of grant was $881. The Company awarded to its 3 independent directors 117,189 RSUs in April 2022 which vest over two years whose fair market value was $300. In July 2022 the Company awarded to its 3 independent directors 124,998 RSUs which vest in one year and whose fair market value was $300. During fiscal 2022, the Company recognized shared based compensation expense of $295 for these RSUs. The following table summarizes RSU activity for the fiscal year ended July 31, 2022: Number of Weighted Weighted Aggregate Granted 502,187 $ Vested — — Cancelled — $ — Outstanding at end of period 502,187 $ 2.95 1.8 years $ 1,190 Expected to vest at end of period 502,187 $ 2.95 1.8 years $ 1,190 As of July 31, 2022, there was $3,835 of total unrecognized compensation cost related to non-vested share-based payment arrangements granted under the Company’s 2011 Incentive Plan, which will be recognized over a weighted average remaining life of approximately two years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jul. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Employee benefit plans | Note 13 - Employee benefit plans The Company has a qualified Salary Reduction Profit Sharing Plan (the “Plan”) for eligible U.S. employees under Section 401(k) of the Internal Revenue Code. The Plan provides for voluntary employee contributions through salary reduction and voluntary employer contributions at the discretion of the Company. For the years ended July 31, 2022, 2021, and 2020, the Company authorized employer matched contributions of 50% of the employees’ contribution up to 10% of the employees’ compensation, payable in Enzo Biochem, Inc. common stock. The share-based 401(k) employer matched contribution was approximately $814, $780 and $839 in fiscal years 2022, 2021, and 2020, respectively. As of July 31, 2022, 2021 and 2020 the Company accrued a total of $462, $433 and $481, respectively in 401(k) matching contribution obligations within the Accrued liabilities account. The Company’s Swiss operations provide a pension plan named the Enzo Life Sciences (ELS) AG Vertrag - Nr. 2/401144, (the “Swiss Plan”) under the Swiss government’s social security system for Swiss employees. The current required minimum saving contribution is 13% for employees over age 25 and minimum annual investment return is 1.00%. Employees are required to contribute based on a formula and the Company’s Swiss operations make contributions of at least 40% of the employee contribution. The status of the Swiss Plan, which is substantially funded as of December 31, 2021, the latest plan year end, is as follows: As of December 31, 2021 2020 2019 Total Assets $ 2,667 $ 2,721 $ 2,181 Accumulated Benefit Obligation $ 2,760 $ 2,890 $ 2,401 Funded status 97 % 94 % 91 % Fiscal Year ended July 31, 2021 2020 2019 Employer contributions $ 144 $ 143 $ 165 The contract for the Swiss Plan automatically renews on its annual anniversary unless notice of termination is provided three months prior. The current contract will automatically renew on December 31, 2022. Currently the Company has no plans to change the current funding or plan design. No events have occurred that would impact the Swiss Plan status. |
Commitments
Commitments | 12 Months Ended |
Jul. 31, 2022 | |
Contingencies [Abstract] | |
Commitments | Note 14 - Commitments Leases A related party entity owned by a director and a former executive officer of the Company owns the building that the Company leases as its main facility for clinical laboratory operations and certain research operations. In addition to the minimum annual rentals of space, the lease is subject to annual increases, based on the consumer price index. Annual increases are limited to 3% per year. Rent expense for this lease, inclusive of real estate taxes, approximated $1,867, $1,815 and $1,833 during fiscal years 2022, 2021 and 2020, respectively. |
Contingencies
Contingencies | 12 Months Ended |
Jul. 31, 2022 | |
Contingencies [Abstract] | |
Contingencies | Note 15 – 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. The Company, along with its subsidiary Enzo Life Sciences, Inc., resolved its claims against Roche regarding the ‘197 Patent before the Court (civil action No. 12 cv-00106) in July 2022. There is currently one case that was originally brought by the Company that is still pending in the Court. In that case, Enzo alleges patent infringement of the ‘197 patent against Becton Dickinson Defendants. The claims in that case are stayed. In separate inter partes review proceedings before the U.S. Patent and Trademark Office (PTO) 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 September 2, 2021, the PTO issued a non-final office action in an ex parte reexamination concerning the ’197 Patent. In the office action, the PTO rejected certain claims of the ’197 Patent under 35 U.S.C. § 102 and for nonstatutory double-patenting. Enzo responded to the office action on January 3, 2022. Beckton Dickinson filed another ex parte On February 5, 2020, Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (“HDF”) 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. On March 26, 2020, HDF 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 purportedly false statements. 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 defendants’ motion to dismiss was due, HDF asked the Court to dismiss their claims without prejudice. Defendants asked HDF to dismiss the claims with prejudice, but they refused. On July 17, 2020, the Court dismissed the claims without prejudice. 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 (together, “Harbert”). The Company alleges Harbert 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. On October 12, 2021, HDF filed nine counterclaims against the Company and present and former directors Dr. Elazar Rabbani, Barry W. Weiner, Dr. Bruce A. Hanna, Dov Perlysky, Rebeca Fischer, Dr. Mary Tagliaferri and Dr. Ian B. Walters. HDF claims the Company made false and misleading representations in proxy materials it disseminated in connection with its 2019 Annual Meeting, in violation of Section 14(a) of the 1934 Exchange Act and Rule 14a-9 thereunder, and that the Company’s directors at that time are liable under Section 20(a) of the Exchange Act for the Company’s purported misstatements. HDF also claims that current and former Company directors breached their fiduciary duties by taking four corporate actions: (a) adjourning the 2019 meeting for 25 days; (b) purportedly causing the two Harbert candidates for director, who were elected at the 2019 Meeting, to resign in November 2020; (c) authorizing the November 27, 2020 Lawsuit; and (d) not accepting Dr. Rabbani’s resignation as a director in March 2021. On November 10, 2021, the Company and the other counterclaim defendants moved to dismiss HDF’s counterclaims. On December 9, 2021, the court granted the motion to dismiss HDF’s counterclaims except HDF’s Section 14(a) claim against the Company concerning its statement that it intended to “delay” the 2019 Annual Meeting, and HDF’s Section 20(a) and breach of fiduciary duty counterclaims against Dr. Elazar Rabbani, Barry W. Weiner, Dr. Bruce Hanna, Dov Perlysky and Rebecca Fischer with respect to that statement. The Court allowed HDF to move for leave to replead with respect to its dismissed counterclaims. On June 7, 2022, the Court “so ordered” a stipulation of dismissal with prejudice of the Company’s claims against Harbert Discovery Fund, LP, Harbert Discovery Co-Investment Fund I, LP, Harbert Fund Advisors, Inc., Harbert Management Corp., and Kenan Lucas, and HDF’s counterclaims against the Company, Dr. Bruce Hanna, Dov Perlysky, Rebecca Fischer, Dr. Ian B. Walters and Dr. Mary Tagliaferri. The only remaining claims are HDF’s counterclaims against Dr. Rabbani and Mr. Weiner. HDF has asked the Court to dismiss those claims without prejudice. Dr. Rabbani and Mr. Weiner have asked the Court to dismiss those counterclaims with prejudice and to allow them to take discovery from HDF, the Company, and possibly others. 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. The Company, along with its subsidiary Enzo Life Sciences, Inc. entered into a Settlement Agreement as of July 26, 2022 (the “Agreement) with Roche Molecular Systems, Inc., et al. with respect to an action between the Company and Roche before the U.S. District Court, Southern District of New York, civil action No. 12 cv-00106. Roche agreed to pay the Company $0.5 million in settlement pursuant to the Agreement, which is included in Legal Settlements. The Company paid $0.15 million as an attorney contingency payment, which is included in Legal and related expenses. Former executives arbitration The Company terminated the employment of Elazar Rabbani, Ph.D. the Company’s former Chief Executive Officer, effective April 21, 2022. Dr. Rabbani remains a board director of the Company. Dr. Rabbani is a party to an employment agreement with the Company, which entitles him to certain termination benefits, including severance pay, acceleration of vesting of share-based compensation, continuation of benefits and tax gross up certain of these termination benefits. Based on the terms of his employment agreement, the Company estimated and accrued a charge of $2,600 in fiscal 2022 which is included in Selling, general and administrative expenses. The charge was partially offset by the reversal of bonus accruals. In May 2022, the Company paid Dr. Rabbani $2,123 in accordance with terms of the employment contract. In July 2022, the Company paid income and other withholding taxes of $1,024 related to that payment on Dr. Rabbani’s behalf, which is included in “prepaid expense and other current assets” as of July 31, 2022, as the payment is reimbursable from Dr. Rabbani. Dr. Rabbani disputed the Company’s decision to not award him a bonus for fiscal year 2021 and the amount of severance that was owed to him under his employment agreement. On July 8, 2022, the Company filed a demand for arbitration with the American Arbitration Association (the “AAA”) seeking, among other things, a declaration that the Company has fully satisfied its contractual obligations to Dr. Rabbani. On August 4, 2022, Dr. Rabbani filed counterclaims in the arbitration seeking, among other things, a bonus for fiscal year 2021 and additional severance that he asserts is owed to him. The parties have chosen an arbitrator from the AAA’s panel and a hearing is scheduled for June 8-16, 2023. On February 25, 2022, Barry Weiner, the Company’s co-founder and President, notified the Company that he was terminating his employment as President of the Company for “Good Reason” as defined in his employment agreement. The Company accepted Mr. Weiner’s termination, effective April 19, 2022 but disagrees with Mr. Weiner’s assertion regarding “Good Reason.” On July 20, 2022, Barry Weiner, the Company’s former Chief Financial Officer, filed a demand for arbitration with the AAA asserting, among other things, that his annual bonus for fiscal year 2021 was too low and that his resignation (effective April 19, 2022) was for “Good Reason” under the terms of his employment agreement. He seeks, among other things, payment of a higher 2021 bonus, and severance payments and benefits. An arbitrator has not yet been selected from the AAA’s panel. As of July 31, 2022, the Company has not accrued any charges related to Mr. Weiner’s termination. |
Segment reporting
Segment reporting | 12 Months Ended |
Jul. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 16 - Segment reporting The Company has three reportable segments: Clinical Services, Products and Therapeutics. The Clinical Services segment provides diagnostic services to the health care community. The Company’s Products segment develops, manufactures, and markets products to research and pharmaceutical customers. 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. 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: Year ended July 31, 2022 Clinical Life Therapeutics Other Consolidated Revenues – Services and Products $ 74,428 $ 32,643 — — $ 107,071 Operating costs and expenses: Cost of revenues 45,891 19,213 — — 65,104 Research and development 1,329 2,383 $ 55 — 3,767 Selling, general and administrative 26,173 11,604 — $ 10,241 48,018 Legal and related expenses 254 186 — 5,249 5,689 Legal settlements — (500 ) — — (500 ) Total operating costs and expenses 73,647 32,886 55 15,490 122,078 Operating income (loss) 781 (243 ) (55 ) (15,490 ) (15,007 ) Other income (expense) Interest (19 ) 45 — 133 159 Other 77 4 — (1,272 ) (1,191 ) Foreign exchange loss — (2,222 ) — — (2,222 ) Income (loss)before taxes $ 839 $ (2,416 ) $ (55 ) $ (16,629 ) $ (18,261 ) Depreciation and amortization included above $ 1,711 $ 813 — $ 303 $ 2,827 Share-based compensation included above: Selling, general and administrative 190 22 — 1,270 1,482 Cost of sales 8 6 — — 14 Total $ 198 $ 28 — $ 1,270 $ 1,496 Capital expenditures $ 929 $ 1,915 — $ 628 $ 3,472 Year ended July 31, 2021 Clinical Life Therapeutics Other Consolidated Revenues $ 86,984 $ 30,747 $ — $ — $ 117,731 Operating costs and expenses: Cost of revenues 48,179 15,975 — — 64,154 Research and development 615 2,559 78 — 3,252 Selling, general and administrative 26,028 11,015 62 7,800 44,905 Legal and related expenses 264 25 — 4,439 4,728 Total operating costs and expenses 75,086 29,574 140 12,239 117,039 Operating income (loss) 11,898 1,173 (140 ) (12,239 ) 692 Other income (expense) Interest (17 ) 37 — (12 ) 8 Other (18 ) 7 — 6,916 6,905 Foreign exchange gain — 270 — — 270 Income (loss) before taxes $ 11,863 $ 1,487 $ (140 ) $ (5,335 ) $ 7,875 Depreciation and amortization included above $ 1,609 $ 756 $ — $ 288 $ 2,653 Share-based compensation included in above: Selling, general and administrative 33 102 — $ 679 814 Cost of sales 93 — — — 93 Total $ 126 $ 102 $ — $ 679 $ 907 Capital expenditures $ 3,352 $ 752 $ — $ 332 $ 4,436 Year ended July 31, 2020 Clinical Life Therapeutics Other Consolidated Revenues – Services and Products $ 47,964 $ 26,561 — — $ 74,525 Grant income 1,496 — — — 1,496 Total 49,460 26,561 — — 76,021 Operating costs and expenses: Cost of revenues 38,855 13,396 — — 52,251 Research and development 1,509 2,190 $ 749 — 4,448 Selling, general and administrative 23,533 10,485 — $ 8,942 42,960 Legal and related expenses 211 2 — 6,516 6,729 Total operating costs and expenses 64,108 26,073 749 15,458 106,388 Operating (loss) income (14,648 ) 488 (749 ) (15,458 ) (30,367 ) Other income (expense) Interest (36 ) 56 — 434 454 Other 45 13 — 430 488 Foreign exchange gain — 905 — — 905 (Loss) income before taxes $ (14,639 ) $ 1,462 $ (749 ) $ (14,594 ) $ (28,520 ) Depreciation and amortization included above $ 1,553 $ 964 — $ 263 $ 2,780 Share-based compensation included above: Selling, general and administrative 57 74 — 756 887 Cost of sales 46 — — — 46 Total $ 103 $ 74 — $ 756 $ 933 Capital expenditures $ 1,811 $ 322 — $ 37 $ 2,170 Geographic financial information is as follows: Net Services, Products and Grant revenues from unaffiliated customers, 2022 2021 2020 United States $ 94,209 $ 102,601 $ 64,284 Europe 8,568 10,386 7,720 Asia Pacific 4,294 4,744 4,017 Total $ 107,071 $ 117,731 $ 76,021 Long-lived assets, at July 31, 2022 2021 United States $ 39,866 $ 41,249 Europe 19 52 Total $ 39,885 $ 41,301 The Company’s reportable segments are determined based on the services they perform and the products they sell, not on the geographic area in which they operate. The Company’s Clinical Laboratory Services segment operates 100% in the United States with all revenue derived there. The Life Sciences Products segment earns product revenue both in the United States and foreign countries. The following is a summary of the Life Sciences Products segment product revenues attributable to customers located in the United States and foreign countries for the years ended July 31, 2022 2021 2020 United States $ 19,782 $ 15,617 $ 14,824 Foreign countries 12,861 15,130 11,737 $ 32,643 $ 30,747 $ 26,561 |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jul. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Year ended July 31, Description Balance at Charged Charged Deductions Balance at 2022 Allowance for doubtful accounts receivable $ 180 $ 12 $ 31 (1) $ 161 2021 Allowance for doubtful accounts receivable 194 5 19 (1) 180 2020 Allowance for doubtful accounts receivable 166 28 — 194 2022 Deferred tax valuation allowance 29,874 4,736 — 34,610 2021 Deferred tax valuation allowance 30,077 (203 ) — 29,874 2020 Deferred tax valuation allowance 23,527 6,550 — 30,077 (1) Write-off of uncollectible accounts receivable. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of business | Nature of business Enzo Biochem, Inc. (the “Company”) is an integrated diagnostics, clinical lab, and life sciences company engaged in research, development, manufacturing and marketing of diagnostic and research products based on genetic engineering, biotechnology and molecular biology. These products are designed for the diagnosis of and/or screening for infectious diseases, cancers, genetic defects and other medically pertinent diagnostic information and are distributed in the United States and internationally. The Company also conducted research and development activities in the development of therapeutic products based on the Company’s technology platform of genetic modulation and immune modulation. The Company operates a clinical laboratory that offers and provides molecular and esoteric diagnostic medical testing services in the New York, New Jersey, and Connecticut medical communities. The Company operates in three segments (see Note 16). We have incurred net losses historically and have an accumulated deficit of $288,261 as of July 31, 2022. We had a net loss of $18,261 for the year ended July 31, 2022, and net cash used in operating activities was $16,590. We may continue to generate net losses for the foreseeable future. We believe the combination of our cash and cash equivalents at July 31, 2022, expected cash flows from operations, and re-activation of the Controlled Equity Offering program, if necessary, as disclosed in Note 12 will be sufficient for our operations and non-discretionary capital needs for at least twelve months from the filing of this report. There can be no assurances as to the market price or demand if and when we utilize the Controlled Equity Offering. Additionally, failure to generate additional revenues, obtain additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations and liquidity. |
Impact of COVID-19 pandemic | Impacts of COVID-19 pandemic As a novel strain of coronavirus (COVID-19) impacted the economy of the United States and other countries around the world, we committed to being a part of the coordinated public and private sector response to this unprecedented challenge. We made substantial investments to expand and maintain the amount of COVID-19 testing available in the communities we serve. During the fiscal years ended July 31, 2022 and 2021, the Company generated substantial increases in COVID-19 related products and services. Enzo applied its technical expertise in molecular diagnostics to develop next generation COVID-19 diagnostic and antibody testing options which were approved under the FDA Emergency Use Authorization (EUA). This testing had a significantly positive impact on revenue, profitability and cash flow throughout fiscal 2021 and most of fiscal 2022. Revenues from COVID-19 testing represented 44%, 48%, and 8% of Clinical services revenues in the fiscal 2022, 2021 and 2020 periods, respectively. In March 2022, the U.S. Health Resources and Services Administration (“HRSA”) informed providers that, after March 22, 2022, it would stop accepting claims for testing and treatment for uninsured individuals under the HRSA COVID-19 Uninsured Program and that claims submitted prior to that date would be subject to eligibility and availability of funds. Although we believe that our estimates for contractual allowances and patient price concessions are appropriate, actual results could differ from those estimates. If the HRSA receives additional funding, it might again accept claims under the Uninsured Program. The rate of transmission of COVID-19 and its variants is on the decline in the US and the economy has reopened. However, federal, state and local governmental policies and initiatives designed to reduce the transmission of COVID-19 resulted in, among other things, a significant reduction in physician office visits, the cancellation of elective medical procedures, and the continuation of work-from-home policies. The COVID-19 impact on the Company’s operations is consistent with the overall industry and our competitors, partners, and vendors. While we anticipate that COVID-19 will continue to impact our business into the future, increases in vaccination rates and booster shots, the development of new therapeutics and greater availability of rapid COVID-19 tests has resulted in a continued, significant decline in demand for our COVID-19 testing. As a result, fiscal year 2022 COVID-19 testing volume, revenues, profitability, and cash flow did not match 2021 levels. The extent to which the COVID-19 pandemic has and will continue to impact the Company’s business and financial results depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the impact to worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the economic recovery, and governmental and business reactions to the pandemic. These factors are beyond the Company’s knowledge and control, and as a result, at this time the Company cannot reasonably estimate the impact the COVID-19 pandemic will have on its businesses but the impact could be material. 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 July 31, 2022 and through the date of this Annual 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. We expect COVID-19 testing volume will continue to decline in the periods ahead as the percentage of Americans who are vaccinated increases, the severity of its variants declines, and the general use of at home testing. However, the emergence and spread of more serious variants may cause our COVID-19 testing volume to increase again. Even after the COVID-19 pandemic has moderated and the business and social distancing restrictions have eased, we may continue to experience similar adverse effects to our businesses, consolidated results of operations, financial position and cash flows resulting from a recessionary economic environment that may persist, including inflation and actions by the Federal Reserve to increase interest rates. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, Enzo Clinical Labs, Inc., Enzo Life Sciences, Inc. (and its wholly-owned foreign subsidiaries), Enzo Therapeutics, Inc., Enzo Realty LLC (“Realty”) and Enzo Realty II, LLC (“Realty II”). All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Contingencies | Contingencies Contingencies are evaluated and a liability is recorded when the matter is both probable and reasonably estimable. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. |
Foreign Currency Translation/Transactions | Foreign Currency Translation/Transactions The Company has determined that the functional currency for its foreign subsidiaries is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations. |
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. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of demand deposits with banks and highly liquid money market funds. At July 31, 2022 and 2021, the Company had cash and cash equivalents in foreign bank accounts of $590 and $909, respectively. |
Marketable securities | Marketable securities As of July 31, 2021, the Company had investments in a mutual fund and an exchange traded fund (ETF) holding highly rated corporate bonds, asset backed securities, municipal bonds, mortgage obligations and government obligations. These investments were classified as trading securities and Level 1 fair value investments. As of July 31, 2021, the fair value of these investments was $29,978 and the cost basis was $30,061. We recognized unrealized losses of $83 for the fiscal year ended July 31, 2021. During fiscal 2022, these investments were sold resulting in a realized loss of $1,283, which is included in Other income (expense). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company believes the fair value of the aforementioned financial instruments approximates the cost due to the immediate or short-term nature of these items. Concentration of credit risk with respect to the Company’s Life Sciences products segment is mitigated by the diversity of the Company’s customers and their dispersion across many different geographic regions. To reduce risk, the Company routinely assesses the financial strength of these customers and, consequently, believes that its accounts receivable credit exposure with respect to these customers is limited. The Company believes that the concentration of credit risk with respect to the Clinical Laboratory services accounts receivable is mitigated by the diversity of third party payers that insure individuals. To reduce risk, the Company routinely assesses the financial strength of these payers and, consequently, believes that its accounts receivable credit risk exposure, with respect to these payers, is limited. While the Company also has receivables due from the Federal Medicare program, the Company does not believe that these receivables represent a credit risk since the Medicare program is funded by the federal government and payment is primarily dependent on our submitting the appropriate documentation. Other than the Medicare program, two providers whose programs are included in the “Third party payers” and health maintenance organizations (“HMOs”) categories represent 21%, 22% and 24%, respectively, of Clinical Services net revenue for the years ended July 31, 2022, 2021 and 2020 respectively, and represent 23% and 27% respectively, of the Clinical Services net accounts receivable as of July 31, 2022 and 2021. Other than the Medicare program, one provider whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMO’s”) categories represents 11% and 13%, respectively, of Clinical Services net revenues for the years ended July 31, 2022 and 2021. |
Accrual for Self-Funded Employee Medical Insurance | Accrual for Self-Funded Employee Medical Insurance Accruals for self-funded employee medical insurance are determined based on a number of assumptions and factors, including historical payment trends, claims history and current estimates. These estimated liabilities are not discounted as they are expected to be repaid within one year. If actual trends differ from these estimates, the financial results could be impacted. |
Contractual Adjustment | Contractual Adjustment The Company’s estimate of contractual adjustment is based on significant assumptions and judgments, such as its interpretation of payer reimbursement policies, and bears the risk of change. The estimation process is based on the experience of amounts approved as reimbursable and ultimately settled by payers, versus the corresponding gross amount billed to the respective payers. The contractual adjustment is an estimate that reduces gross revenue based on gross billing rates to amounts expected to be approved and reimbursed. Gross billings are based on a standard fee schedule the Company sets for all third-party payers, including Medicare, HMO’s and managed care providers. The Company adjusts the contractual adjustment estimate quarterly, based on its evaluation of current and historical settlement experience with payers, industry reimbursement trends, and other relevant factors which include the monthly and quarterly review of: 1) current gross billings and receivables and reimbursement by payer, 2) current changes in third party arrangements and 3) the growth of in-network provider arrangements and managed care plans specific to our Company. During the years ended July 31, 2022, 2021 and 2020, the contractual adjustment percentages, determined using current and historical reimbursement statistics, were approximately 83%, 83% and 88%, respectively, of gross billings. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period of the related revenue. The Company’s ability to collect outstanding receivables from third-party payers is critical to its operating performance and cash flows. The primary collection risk lies with uninsured patients or patients for whom primary insurance has paid but a patient portion remains outstanding. The Company also assesses the current state of its billing functions in order to identify any known collection issues and to assess the impact, if any, on the allowance estimates which involves judgment. The Company believes that the collectability of its receivables is directly linked to the quality of its billing processes, most notably, those related to obtaining the correct information in order to bill effectively for the services provided. Should circumstances change (e.g. shift in payer mix, decline in economic conditions or deterioration in aging of receivables), our estimates of net realizable value of receivables could be reduced by a material amount. In the case of COVID-19 diagnostic and antibody testing, collection risk for uninsured patients was minimized under the HRSA COVID-19 Uninsured Program (the “Program”). The HRSA stopped accepting claims for testing and treatment for uninsured individuals under the Program in late March 2022. As of July 31, 2022, we had no material outstanding net accounts receivable associated with claims for reimbursement under the Program. The Clinical Laboratory Services segment’s net receivables are detailed by billing category and as a percent to its total net receivables. At July 31, 2022 and 2021, approximately 59% of the Company’s net accounts receivable relates to its Clinical Laboratory Services business, which operates in the New York, New Jersey and Connecticut medical communities. The following is a table of the Company’s net accounts receivable by segment. July 31, 2022 July 31, 2021 Net accounts receivable by segment Amount % Amount % Clinical Labs (by billing category) Third party payers $ 2,647 40 $ 2,195 36 Patient self-pay 2,779 41 2,007 33 Medicare 768 11 1,122 19 HMO’s 560 8 692 12 Total Clinical Labs 6,754 100 % 6,016 100 % Total Life Sciences 4,762 4,182 Total accounts receivable – net $ 11,516 $ 10,198 As of July 31, 2020, total accounts receivable – net were $9,141 with Clinical Labs receivables representing 68% or $6,180 of the total. Life Sciences receivables were $2,961 or 32% of the total. |
Inventories | Inventories The Company values inventory at the lower of cost (first-in, first-out) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Finished goods also include high throughput machines we intend to sell to laboratory customers. Write downs of inventories to net realizable value are based on a review of inventory quantities on hand and estimated sales forecasts based on sales history and anticipated future demand. Unanticipated changes in demand could have a significant impact on the value of our inventory and require additional write downs of inventory which would impact our results of operations. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment is stated at cost, and depreciated on the straight-line basis over the estimated useful lives of the various asset classes as follows: building and building improvements: 15-30 years; laboratory machinery and equipment, office furniture and computer equipment: 3-10 years. Leasehold improvements are amortized over the term of the related leases or estimated useful lives of the assets, whichever is shorter. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Intangible assets (exclusive of patents), arose primarily from acquisitions, and primarily consist of customer relationships, trademarks, licenses, and website and database content. Our intangible assets are all finite-lived and are amortized according to their estimated useful lives, which range from 4 to 15 years. Patents represent capitalized legal costs incurred in pursuing patent applications. When such applications result in an issued patent, the related capitalized costs, if any, are amortized over a ten year period or the life of the patent, whichever is shorter, using the straight-line method. The Company reviews its issued patents and pending patent applications, and if it determines to abandon a patent application or that an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. |
Impairment testing for Goodwill and Long-Lived Assets | Impairment testing for Goodwill and Long-Lived Assets The Company tests goodwill annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist. In assessing goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is not required to perform any additional tests in assessing goodwill for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it will perform a quantitative assessment as it identifies the reporting units and compares the fair value of each of these reporting units to their respective carrying amount. If the carrying amount of the reporting unit is less than its fair value, no impairment exists. If the carrying amount of the reporting unit is higher than its fair value, the impairment charge is the amount by which the carrying amount exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company performed a quantitative assessment in 2022, 2021 and 2020, and concluded there were no goodwill impairments. The goodwill is held in the Clinical Labs reporting unit, which in 2022 had income before taxes of $839. In 2022, we estimated the fair value of this reporting unit by determining the multiple of enterprise value to revenues for a peer group of clinical reference labs, discounted that multiple, and applied it to our reporting unit’s annualized revenues. The resulting estimate of the fair value of the reporting unit exceeded the carrying amount of the reporting unit by approximately $55,000, well in excess of the unit’s goodwill. The Company reviews the recoverability of the carrying value of long-lived assets (including its intangible assets, all of which have finite lives) of an asset or asset group for impairment annually as of the end of the fiscal year, or more frequently if indicators of potential impairment exist. Should indicators of impairment exist, the carrying values of the assets are evaluated in relation to the operating performance and future undiscounted cash flows of an asset or asset group. The net book value of the long lived asset is adjusted to fair value if its expected future undiscounted cash flow is less than its book value. There were no long-lived asset impairments in 2022, 2021 or 2020. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of the Company’s consolidated net income (loss) and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive income (loss) were not tax effected as the Company has a full valuation allowance at July 31, 2022, 2021, and 2020. Accumulated other comprehensive income is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs associated with the distribution of finished goods to customers are recorded in cost of goods sold. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. |
Advertising | Advertising All costs associated with advertising are expensed as incurred. Advertising expense, included in selling, general and administrative expense, approximated $577, $400, and $437 for the years ended July 31, 2022, 2021 and 2020, respectively. |
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 when it is more likely than not that the benefits may not be realized. 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 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. At July 31, 2022 and 2021, the Company had no uncertain tax benefits recorded. 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. |
Segment Reporting | Segment Reporting The Company separately reports information about each operating segment that engages in business activities from which the segment may earn revenues and incur expenses, whose separate operating results are regularly reviewed by the chief operating decision maker regarding allocation of resources and performance assessment and which exceed specific quantitative thresholds related to revenue and profit or loss. The Company’s operating activities are reported in three segments (see Note 16). |
Net income (loss) per share | 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. The dilutive effect of potential common shares, consisting of outstanding stock options, and unvested restricted stock units and performance stock units, is determined using the treasury stock method. For fiscal 2021 approximately 134,000 of weighted average stock options were included in the calculation of diluted weighted average shares outstanding. Diluted weighted average shares outstanding for fiscal 2022 and 2020 does not include the potential common shares from stock options and unvested restricted stock because to do so would have been antidilutive and as such is the same as basic weighted average shares outstanding for 2022 and 2020. The number of potential common shares (“in the money options”) and unvested restricted stock units and performance stock units excluded from the calculation of diluted weighted average shares outstanding for the year ended July 31, 2022 was approximately 472,000. The number of potential common shares (“in the money options”) excluded from the calculation of diluted weighted average shares outstanding for the year ended July 31, 2020 was 40,000. For the years ended July 31, 2022, 2021 and 2020, the effect of approximately 1,499,000, 1,465,000 and 1,904,000 respectively, of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted weighted average shares outstanding because their effect would be anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share for the years ended July 31: 2022 2021 2020 Net (loss) income $ (18,261 ) $ 7,875 $ (28,520 ) Weighted-average common shares outstanding – basic 48,594 48,191 47,696 Add: effect of dilutive stock options and restricted stock — 134 — Weighted-average common shares outstanding – diluted 48,594 48,325 47,696 Net (loss) income per share – basic $ (0.38 ) $ 0.16 $ (0.60 ) Net (loss) income per share – diluted $ (0.38 ) $ 0.16 $ (0.60 ) |
Share-Based Compensation | Share-Based Compensation The Company records compensation expense associated with stock options, restricted stock units and performance stock units based upon the fair value of the stock based awards as measured at the grant date. The Company determines the award values of stock options using the Black Scholes option pricing model. The expense is recognized by amortizing the fair values on a straight-line basis over the vesting period, adjusted for forfeitures when they occur. For the years ended July 31, 2022, 2021 and 2020, share-based compensation expense relating to the fair value of stock options, restricted stock units and performance stock units was approximately $1,496, $907 and $933, respectively (see Note 12). During the year ended July 31, 2020, the Company issued common stock as employee compensation in the amount of $10. No excess tax benefits were recognized for the year ended July 31, 2022, 2021 and 2020. The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statement of operations for the years ended July 31: 2022 2021 2020 Cost of clinical laboratory services $ 14 $ 93 $ 46 Selling, general and administrative 1,482 814 887 $ 1,496 $ 907 $ 933 |
Effect of New Accounting Pronouncements | Effect of New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. |
Pronouncements Issued but Not Yet Adopted | Pronouncements Issued but Not Yet Adopted In June 2016, FASB issued ASU No. 2016-13 Financial Instruments – Credit Losses (Topic 326). This standard changes the impairment model for most financial instruments, including trade receivables, from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. Adoption of this standard is required for our annual and interim periods beginning August 1, 2023, as we qualify as a smaller reporting company at the end of fiscal 2022 and must be adopted using a modified retrospective transition approach. We are currently assessing the impact of the adoption of this standard on our results of operations, financial position and cash flows. 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. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of net accounts receivable by segment | July 31, 2022 July 31, 2021 Net accounts receivable by segment Amount % Amount % Clinical Labs (by billing category) Third party payers $ 2,647 40 $ 2,195 36 Patient self-pay 2,779 41 2,007 33 Medicare 768 11 1,122 19 HMO’s 560 8 692 12 Total Clinical Labs 6,754 100 % 6,016 100 % Total Life Sciences 4,762 4,182 Total accounts receivable – net $ 11,516 $ 10,198 |
Schedule of basic and diluted net income (loss) per share | 2022 2021 2020 Net (loss) income $ (18,261 ) $ 7,875 $ (28,520 ) Weighted-average common shares outstanding – basic 48,594 48,191 47,696 Add: effect of dilutive stock options and restricted stock — 134 — Weighted-average common shares outstanding – diluted 48,594 48,325 47,696 Net (loss) income per share – basic $ (0.38 ) $ 0.16 $ (0.60 ) Net (loss) income per share – diluted $ (0.38 ) $ 0.16 $ (0.60 ) |
Schedule of expenses related share-based payment arrangements | 2022 2021 2020 Cost of clinical laboratory services $ 14 $ 93 $ 46 Selling, general and administrative 1,482 814 887 $ 1,496 $ 907 $ 933 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of net carrying amount of intangible assets | Gross Accumulated Net July 31, 2020 $ 27,686 $ (27,148 ) $ 538 Amortization expense — (296 ) (296 ) Foreign currency translation 89 (87 ) 2 July 31, 2021 $ 27,775 $ (27,531 ) $ 244 Amortization expense — (239 ) (239 ) Foreign currency translation (512 ) 507 (5 ) July 31, 2022 $ 27,263 $ (27,263 ) $ — |
Schedule of intangible assets, all finite-lived and fully amortized | July 31, 2022 July 31, 2021 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 (11,027 ) $ — $ 11,027 $ (11,027 ) $ — Customer relationships 11,771 (11,771 ) — 12,059 (11,815 ) 244 Website and acquired content 1,011 (1,011 ) — 1,025 (1,025 ) — Licensed technology and other 470 (470 ) — 494 (494 ) — Trademarks 2,984 (2,984 ) — 3,170 (3,170 ) — Total $ 27,263 (27,263 ) $ — $ 27,775 $ (27,531 ) $ 244 |
Revenue recognition (Tables)
Revenue recognition (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of clinical services net revenues and percentages | Year ended July 31, 2022 Year ended July 31, 2021 Year ended July 31, 2020 Revenue category Revenue % Revenue % Revenue % Third-party payers $ 43,908 59 $ 52,564 60 $ 24,893 52 Medicare 10,391 14 13,084 15 10,825 23 HMO’s 12,070 16 11,878 14 5,983 12 Patient self-pay 8,059 11 9,458 11 6,263 13 Total $ 74,428 100 % $ 86,984 100 % $ 47,964 100 % |
Schedule of product revenue by geography | 2022 2021 2020 United States $ 19,781 $ 15,617 $ 14,824 Europe 8,568 10,386 7,720 Asia Pacific 4,294 4,744 4,017 Products revenue $ 32,643 $ 30,747 $ 26,561 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | 2022 2021 Raw materials $ 1,524 $ 1,062 Work in process 2,459 2,534 Finished products 11,428 9,056 $ 15,411 $ 12,652 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | 2022 2021 Building and building improvements $ 11,819 $ 10,310 Machinery and equipment (includes assets under finance leases - see Note 9) 12,491 12,721 Office furniture and computer equipment 17,034 15,942 Leasehold improvements 5,292 5,692 46,636 44,665 Accumulated depreciation and amortization (31,439 ) (30,142 ) 15,197 14,523 Land and land improvements 2,062 2,062 $ 17,259 $ 16,585 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | 2022 2021 Deferred tax assets: Federal tax carryforward losses $ 20,303 18,140 Provision for uncollectible accounts receivable 635 970 State and local tax carry forward losses 2,758 1,658 Stock compensation 1,766 1,088 Depreciation 875 850 Research and development and other tax credit carryforwards 1,551 1,527 Lease liabilities 4,594 5,194 Foreign tax carryforward losses 3,213 2,536 Intangibles and goodwill 481 858 Inventory 1,769 1,637 Accrued expenses 2,199 1,341 Other, net 12 17 Deferred tax assets 40,156 35,816 Right of use assets (4,313 ) (4,917 ) Prepaid expenses (1,175 ) (946 ) Other, net (58 ) (79 ) Deferred tax liabilities (5,546 ) (5,942 ) Net deferred tax assets before valuation allowance 34,610 29,874 Less: valuation allowance (34,610 ) (29,874 ) Net deferred tax liabilities $ — $ — |
Schedule of income (loss) before income taxes | 2022 2021 2020 United States operations $ (14,267 ) $ 8,832 $ (27,690 ) International operations (3,994 ) (957 ) (830 ) (Loss) income before taxes $ (18,261 ) $ 7,875 $ (28,520 ) |
(provision) or benefit for income taxes | 2022 2021 2020 Federal statutory rate 21.0 % (21.0 )% 21.0 % Compensation and other expenses not deductible for income tax return purposes (2.9 ) (3.4 ) (1.1 ) PPP loan forgiveness income not taxable for income tax return purposes — 18.7 — Change in valuation allowance, net 18.1 5.7 (19.9 ) — % — % — % |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of minimum future annual principal payments | July 31, Total 2023 $ 230 2024 237 2025 247 2026 256 2027 266 Thereafter 3,116 Total principal payments 4,352 Less: current portion, included in other current liabilities and finance leases short term (229 ) unamortized mortgage cost (46 ) Long term debt - net $ 4,077 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Leases Disclosure Abstract | |
Schedule of leases | Leases Balance Sheet Classification July 31, July 31, Assets Operating Right-of-use assets $ 15,174 $ 17,020 Finance Property, plant and equipment, net (a) 172 248 Total lease assets $ 15,346 $ 17,268 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,432 $ 3,419 Finance Finance leases short term 81 88 Non-current: Operating Operating lease liabilities, non-current 12,729 14,558 Finance Other liabilities and finance leases long term 39 110 Total lease liabilities $ 16,281 $ 18,175 (a) Accumulated amortization of finance lease assets was approximately $210 and $1,100 as of July 31, 2022 and 2021, respectively. |
Schedule of lease cost | Lease Cost 2022 2021 Operating lease cost $ 4,431 $ 5,474 Finance lease cost: Amortization of leased assets 76 137 Interest on lease liabilities 10 16 Total lease cost $ 4,517 $ 5,627 |
Schedule of lease liability | Maturity of lease liabilities, years ending July 31, Operating Finance Total 2023 $ 4,129 $ 81 $ 4,210 2024 3,836 44 3,880 2025 3,503 — 3,503 2026 3,351 — 3,351 2027 2,507 — 2,507 Thereafter 808 — 808 Total lease payments 18,134 125 18,259 Less: Interest (a) (1,973 ) (5 ) (1,978 ) Present value of lease liabilities $ 16,161 $ 120 $ 16,281 (a) Primarily calculated using the Company’s incremental borrowing rate. |
Schedule of lease term and discount rate | Lease term and discount rate 2022 2021 Weighted-average remaining lease term (years): Operating leases 4.7 years 5.6 years Finance leases 1.5 years 2.5 years Weighted-average discount rate: Operating leases 5.0 % 4.9 % Finance leases 4.5 % 7.4 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | 2022 2021 Payroll, benefits and commissions $ 4,912 $ 5,856 Professional fees 801 628 Legal 4,523 2,554 Deferred revenue — 2,675 Other 2,064 2,588 $ 12,300 $ 14,301 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | 2022 2021 Finance lease obligations, current portion $ 81 $ 81 Current portion of mortgage loan 159 152 Current portion of Swiss government loan 70 — $ 310 $ 233 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of summarizes RSU activity | 2022 2021 2020 Options Weighted - Options Weighted - Options Weighted - Outstanding at beginning of year 2,504,563 $ 3.74 2,636,496 $ 4.05 2,351,040 $ 4.53 New Grants 1,858,250 $ 2.88 543,104 $ 2.57 773,032 $ 2.40 Exercised (11,300 ) $ 2.49 (34,667 ) $ 2.80 — $ — Expired or forfeited (409,730 ) $ 7.00 (640,370 ) $ 3.52 (487,576 ) $ 3.71 Outstanding at end of year 3,941,783 $ 3.00 2,504,563 $ 3.74 2,636,496 $ 4.05 Exercisable at end of year 1,794,399 $ 3.14 1,561,326 $ 4.37 1,457,162 $ 5.10 Weighted average fair value of options granted during year $ 1.52 $ 1.27 $ 1.01 |
Schedule of determine the fair value of options granted | Grant Year Options Granted Exercise Price Range Term Vesting Period (years) FMV of options Granted/Per Share Expected Life (years) Expected Volatility % Interest 2022 1,858,250 $ 2.21 – $3.64 5 3 $ 1.17 – $1.78 3.5 73.25 – 74.52 1.73 – 3.03 2021 543,104 $ 2.14 – $2.63 5 2 - 3 $ 1.04 – $1.30 3.25 – 3.5 69.36 – 73.26 0.19 – 0.26 2020 773,032 $ 2.20 – $3.32 5 2 - 3 $ 0.86 – $1.34 3.25 – 3.5 53.77 – 66.24 0.27 – 1.2 |
Schedule of share based compensation stock options activity range of exercise prices | Range of Exercise prices Shares Weighted- Weighted- $2.14 - $3.64 3,554,633 3.6 $ 2.73 $4.42 290,000 1.0 $ 4.42 $5.52 - $8.36 97,150 0.6 $ 7.47 3,941,783 Range of Exercise prices Shares Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price $2.14 - $3.64 1,407,249 2.3 $ 2.58 $4.42 290,000 1.0 $ 4.42 $5.52 - $8.36 97,150 0.6 $ 7.47 1,794,399 |
Schedule of PSU’s granted and outstanding | Grant Date Total Grant Forfeitures Outstanding Fair Market Value At 10/15/2019 80,500 (34,500 ) 46,000 $ 155 10/19/2020 98,600 (25,300 ) 73,300 $ 153 |
Schedule of summarizes RSU activity | Number of Weighted Weighted Aggregate Granted 502,187 $ Vested — — Cancelled — $ — Outstanding at end of period 502,187 $ 2.95 1.8 years $ 1,190 Expected to vest at end of period 502,187 $ 2.95 1.8 years $ 1,190 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Employee Benefit Plans (Tables) [Line Items] | |
Schedule of employee benefit plans | As of December 31, 2021 2020 2019 Total Assets $ 2,667 $ 2,721 $ 2,181 Accumulated Benefit Obligation $ 2,760 $ 2,890 $ 2,401 Funded status 97 % 94 % 91 % Fiscal Year ended July 31, 2021 2020 2019 Employer contributions $ 144 $ 143 $ 165 |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of financial information represents the operating results of the reportable segments | Clinical Life Therapeutics Other Consolidated Revenues – Services and Products $ 74,428 $ 32,643 — — $ 107,071 Operating costs and expenses: Cost of revenues 45,891 19,213 — — 65,104 Research and development 1,329 2,383 $ 55 — 3,767 Selling, general and administrative 26,173 11,604 — $ 10,241 48,018 Legal and related expenses 254 186 — 5,249 5,689 Legal settlements — (500 ) — — (500 ) Total operating costs and expenses 73,647 32,886 55 15,490 122,078 Operating income (loss) 781 (243 ) (55 ) (15,490 ) (15,007 ) Other income (expense) Interest (19 ) 45 — 133 159 Other 77 4 — (1,272 ) (1,191 ) Foreign exchange loss — (2,222 ) — — (2,222 ) Income (loss)before taxes $ 839 $ (2,416 ) $ (55 ) $ (16,629 ) $ (18,261 ) Depreciation and amortization included above $ 1,711 $ 813 — $ 303 $ 2,827 Share-based compensation included above: Selling, general and administrative 190 22 — 1,270 1,482 Cost of sales 8 6 — — 14 Total $ 198 $ 28 — $ 1,270 $ 1,496 Capital expenditures $ 929 $ 1,915 — $ 628 $ 3,472 Clinical Life Therapeutics Other Consolidated Revenues $ 86,984 $ 30,747 $ — $ — $ 117,731 Operating costs and expenses: Cost of revenues 48,179 15,975 — — 64,154 Research and development 615 2,559 78 — 3,252 Selling, general and administrative 26,028 11,015 62 7,800 44,905 Legal and related expenses 264 25 — 4,439 4,728 Total operating costs and expenses 75,086 29,574 140 12,239 117,039 Operating income (loss) 11,898 1,173 (140 ) (12,239 ) 692 Other income (expense) Interest (17 ) 37 — (12 ) 8 Other (18 ) 7 — 6,916 6,905 Foreign exchange gain — 270 — — 270 Income (loss) before taxes $ 11,863 $ 1,487 $ (140 ) $ (5,335 ) $ 7,875 Depreciation and amortization included above $ 1,609 $ 756 $ — $ 288 $ 2,653 Share-based compensation included in above: Selling, general and administrative 33 102 — $ 679 814 Cost of sales 93 — — — 93 Total $ 126 $ 102 $ — $ 679 $ 907 Capital expenditures $ 3,352 $ 752 $ — $ 332 $ 4,436 Clinical Life Therapeutics Other Consolidated Revenues – Services and Products $ 47,964 $ 26,561 — — $ 74,525 Grant income 1,496 — — — 1,496 Total 49,460 26,561 — — 76,021 Operating costs and expenses: Cost of revenues 38,855 13,396 — — 52,251 Research and development 1,509 2,190 $ 749 — 4,448 Selling, general and administrative 23,533 10,485 — $ 8,942 42,960 Legal and related expenses 211 2 — 6,516 6,729 Total operating costs and expenses 64,108 26,073 749 15,458 106,388 Operating (loss) income (14,648 ) 488 (749 ) (15,458 ) (30,367 ) Other income (expense) Interest (36 ) 56 — 434 454 Other 45 13 — 430 488 Foreign exchange gain — 905 — — 905 (Loss) income before taxes $ (14,639 ) $ 1,462 $ (749 ) $ (14,594 ) $ (28,520 ) Depreciation and amortization included above $ 1,553 $ 964 — $ 263 $ 2,780 Share-based compensation included above: Selling, general and administrative 57 74 — 756 887 Cost of sales 46 — — — 46 Total $ 103 $ 74 — $ 756 $ 933 Capital expenditures $ 1,811 $ 322 — $ 37 $ 2,170 |
Schedule of geographic financial information | Net Services, Products and Grant revenues from unaffiliated customers, 2022 2021 2020 United States $ 94,209 $ 102,601 $ 64,284 Europe 8,568 10,386 7,720 Asia Pacific 4,294 4,744 4,017 Total $ 107,071 $ 117,731 $ 76,021 Long-lived assets, at July 31, 2022 2021 United States $ 39,866 $ 41,249 Europe 19 52 Total $ 39,885 $ 41,301 |
Schedule of revenues attributable to customers located in the United States and foreign countries | 2022 2021 2020 United States $ 19,782 $ 15,617 $ 14,824 Foreign countries 12,861 15,130 11,737 $ 32,643 $ 30,747 $ 26,561 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of II valuation and qualifying accounts | Year ended July 31, Description Balance at Charged Charged Deductions Balance at 2022 Allowance for doubtful accounts receivable $ 180 $ 12 $ 31 (1) $ 161 2021 Allowance for doubtful accounts receivable 194 5 19 (1) 180 2020 Allowance for doubtful accounts receivable 166 28 — 194 2022 Deferred tax valuation allowance 29,874 4,736 — 34,610 2021 Deferred tax valuation allowance 30,077 (203 ) — 29,874 2020 Deferred tax valuation allowance 23,527 6,550 — 30,077 (1) Write-off of uncollectible accounts receivable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) shares | Jul. 31, 2020 USD ($) shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of operating segments | 3 | ||
Accumulated deficit | $ 288,261 | ||
Net loss | (18,261) | $ 7,875 | $ (28,520) |
Net Cash Provided by (Used in) Operating Activities | (16,590) | 387 | $ (17,179) |
Fair value of investments | 29,978 | ||
Fair value investments cost basis | 30,061 | ||
Unrealized Loss on Securities | $ 83 | ||
Realized loss | $ 1,283 | ||
Contractual adjustment percentages | 83% | 83% | 88% |
Receivables | $ 6,180 | ||
Income before taxes | $ 839 | ||
Carrying amount | 55,000 | ||
Advertising expense | $ 577 | $ 400 | 437 |
Weighted average stock options (in Shares) | shares | 134,000 | ||
Weighted average shares outstanding (in Shares) | shares | 472,000 | ||
Share-based compensation expense | $ 1,496 | $ 907 | 933 |
Employee benefits and share based compensation | 10 | ||
Common Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Net loss | |||
Weighted average shares outstanding (in Shares) | shares | 40,000 | ||
Clinical Revenue [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk percentage | 44% | 48% | 8% |
Clinical Labs [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Receivable percentage | 59% | ||
Receivables | $ 9,141 | ||
Accounts receivables percentage | 68% | ||
Life Science Receivables [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Receivables | $ 2,961 | ||
Accounts receivables percentage | 32% | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Finite-lived intangible asset, useful life | 4 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Finite-lived intangible asset, useful life | 15 years | ||
Patents [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | ||
Out of the Money [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average shares outstanding (in Shares) | shares | 1,499,000 | 1,465,000 | 1,904,000 |
Foreign Bank [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and cash equivalents | $ 590 | $ 909 | |
Building and Building Improvements [Member] | Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, useful life | 15 years | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, useful life | 30 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Third Party Payer [Member] | Revenue Benchmark [Member] | Clinical Revenue [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Clinical Services net revenue | 21% | 22% | 24% |
Clinical Services net accounts receivable percentage | 23% | 27% | |
Health Maintenance Organization [Member] | Revenue Benchmark [Member] | Clinical Revenue [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Clinical Services net revenue | 11% | 13% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 11,516 | $ 10,198 |
Clinical Labs [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 6,754 | $ 6,016 |
Accounts receivable net, current, percentage | 100% | 100% |
Life science [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 4,762 | $ 4,182 |
Third party payers [Member] | Clinical Labs [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 2,647 | $ 2,195 |
Accounts receivable net, current, percentage | 40% | 36% |
Patient self-pays [Member] | Clinical Labs [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 2,779 | $ 2,007 |
Accounts receivable net, current, percentage | 41% | 33% |
Medicare [Member] | Clinical Labs [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 768 | $ 1,122 |
Accounts receivable net, current, percentage | 11% | 19% |
Health maintenance organizations [Member] | Clinical Labs [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net accounts receivable by segment [Line Items] | ||
Accounts receivable net, current | $ 560 | $ 692 |
Accounts receivable net, current, percentage | 8% | 12% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Schedule Of Basic And Diluted Net Income Loss Per Share Abstract | |||
Net (loss) income (in Dollars) | $ (18,261) | $ 7,875 | $ (28,520) |
Weighted-average common shares outstanding – basic | 48,594 | 48,191 | 47,696 |
Add: effect of dilutive stock options and restricted stock (in Dollars) | $ 134 | ||
Weighted-average common shares outstanding – diluted | 48,594 | 48,325 | 47,696 |
Net (loss) income per share – basic | (0.38) | 0.16 | (0.6) |
Net (loss) income per share – diluted | (0.38) | 0.16 | (0.6) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of expenses related share-based payment arrangements - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share Based Compensation | $ 1,496 | $ 907 | $ 933 |
Cost of clinical laboratory services [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share Based Compensation | 14 | 93 | 46 |
Selling, general and administrative [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share Based Compensation | $ 1,482 | $ 814 | $ 887 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |||
Goodwill | $ 7,452 | $ 7,452 | |
Amortization expense | $ 239 | $ 296 | $ 524 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of net carrying amount of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Schedule Of Net Carrying Amount Of Intangible Assets Abstract | ||
Gross, Beginning Balance | $ 27,775 | $ 27,686 |
Accumulated Amortization, Beginning Balance | (27,531) | (27,148) |
Net, Beginning Balance | 244 | 538 |
Gross, Beginning Balance | 27,263 | 27,775 |
Accumulated Amortization, Beginning Balance | (27,263) | (27,531) |
Net, Beginning Balance | 244 | |
Amortization expense, Gross | ||
Amortization expense, Accumulated Amortization | (239) | (296) |
Amortization expense, Net | (239) | (296) |
Foreign currency translation, Gross | (512) | 89 |
Foreign currency translation, Accumulated Amortization | 507 | (87) |
Foreign currency translation, Net | $ (5) | $ 2 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | $ 27,263 | $ 27,775 |
Finite-lived intangible assets, Accumulated Amortization | (27,263) | (27,531) |
Finite-lived intangible assets, Net | 244 | |
Patents [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | 11,027 | 11,027 |
Finite-lived intangible assets, Accumulated Amortization | (11,027) | (11,027) |
Finite-lived intangible assets, Net | ||
Customer relationships [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | 11,771 | 12,059 |
Finite-lived intangible assets, Accumulated Amortization | (11,771) | (11,815) |
Finite-lived intangible assets, Net | 244 | |
Website and acquired content [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | 1,011 | 1,025 |
Finite-lived intangible assets, Accumulated Amortization | (1,011) | (1,025) |
Finite-lived intangible assets, Net | ||
Licensed technology and other [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | 470 | 494 |
Finite-lived intangible assets, Accumulated Amortization | (470) | (494) |
Finite-lived intangible assets, Net | ||
Trademarks [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived and fully amortized [Line Items] | ||
Finite-lived intangible assets, Gross | 2,984 | 3,170 |
Finite-lived intangible assets, Accumulated Amortization | (2,984) | (3,170) |
Finite-lived intangible assets, Net |
Revenue recognition (Details)
Revenue recognition (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Apr. 30, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue recognition (Details) [Line Items] | |||||
Income grants (in Dollars) | $ 1,496 | $ 1,496 | |||
Clinical Services Revenue [Member] | |||||
Revenue recognition (Details) [Line Items] | |||||
Percentage of clinical services business | 70% | 74% | 63% |
Revenue recognition (Details) -
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages - Clinical services [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages [Line Items] | |||
Revenue services net | $ 74,428 | $ 86,984 | $ 47,964 |
Revenue services net, percentage | 100% | 100% | 100% |
Third-party payers [Member] | |||
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages [Line Items] | |||
Revenue services net | $ 43,908 | $ 52,564 | $ 24,893 |
Revenue services net, percentage | 59% | 60% | 52% |
Medicare [Member] | |||
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages [Line Items] | |||
Revenue services net | $ 10,391 | $ 13,084 | $ 10,825 |
Revenue services net, percentage | 14% | 15% | 23% |
HMO’s [Member] | |||
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages [Line Items] | |||
Revenue services net | $ 12,070 | $ 11,878 | $ 5,983 |
Revenue services net, percentage | 16% | 14% | 12% |
Patient self-pay [Member] | |||
Revenue recognition (Details) - Schedule of clinical services net revenues and percentages [Line Items] | |||
Revenue services net | $ 8,059 | $ 9,458 | $ 6,263 |
Revenue services net, percentage | 11% | 11% | 13% |
Revenue recognition (Details)_2
Revenue recognition (Details) - Schedule of product revenue by geography - Products revenue [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue recognition (Details) - Schedule of product revenue by geography [Line Items] | |||
Products revenue | $ 32,643 | $ 30,747 | $ 26,561 |
United States [Member] | |||
Revenue recognition (Details) - Schedule of product revenue by geography [Line Items] | |||
Products revenue | 19,781 | 15,617 | 14,824 |
Europe [Member] | |||
Revenue recognition (Details) - Schedule of product revenue by geography [Line Items] | |||
Products revenue | 8,568 | 10,386 | 7,720 |
Asia Pacific [Member] | |||
Revenue recognition (Details) - Schedule of product revenue by geography [Line Items] | |||
Products revenue | $ 4,294 | $ 4,744 | $ 4,017 |
Supplemental Disclosure for S_2
Supplemental Disclosure for Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest paid | $ 231 | $ 237 | $ 266 |
Reductions in measurement right of use assets and liabilities | 29 | 74 | |
Tax on capital paid | 129 | 305 | 90 |
Share based compensation | $ 814 | $ 780 | $ 839 |
Restricted shares (in Shares) | 332,700 | ||
Accrued bonuses | $ 875 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Schedule Of Inventories Abstract | ||
Raw materials | $ 1,524 | $ 1,062 |
Work in process | 2,459 | 2,534 |
Finished products | 11,428 | 9,056 |
Total inventories | $ 15,411 | $ 12,652 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) $ in Thousands | Jul. 31, 2022 USD ($) |
Property, Plant and Equipment [Abstract] | |
Building and building improvements | $ 323 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details) - Schedule of property, plant, and equipment - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, Gross | $ 46,636 | $ 44,665 |
Accumulated depreciation and amortization | (31,439) | (30,142) |
Property, plant, and equipment, gross excluding land and land improvements | 15,197 | 14,523 |
Land and land improvements | 2,062 | 2,062 |
Property, plant, and equipment, Net | 17,259 | 16,585 |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, Gross | 11,819 | 10,310 |
Machinery and equipment (includes assets under finance leases - see Note 9) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, Gross | 12,491 | 12,721 |
Office furniture and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, Gross | 17,034 | 15,942 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, Gross | $ 5,292 | $ 5,692 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 4,736 | $ (203) |
Operating loss carryforwards transaction | the Company had U.S. federal net operating loss carryforwards of approximately $96,679 of which $58,867, if not fully utilized, expire between 2030 and 2038 and which $37,812 do not expire. | |
Net operating loss carryforwards, description | Utilization is dependent on generating sufficient taxable income prior to expiration of the tax loss carryforwards. In addition, the Company has research and development tax credit carryforwards of approximately $1,551 which expire between 2025 and 2042. As of July 31, 2022, the Company has state and local net operating loss carryforwards of approximately $38,133, which if not fully utilized, expire between 2038 and 2042. | |
Foreign loss carryforwards | $ 14,831 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Deferred tax assets: | ||
Federal tax carryforward losses | $ 20,303 | $ 18,140 |
Provision for uncollectible accounts receivable | 635 | 970 |
State and local tax carry forward losses | 2,758 | 1,658 |
Stock compensation | 1,766 | 1,088 |
Depreciation | 875 | 850 |
Research and development and other tax credit carryforwards | 1,551 | 1,527 |
Lease liabilities | 4,594 | 5,194 |
Foreign tax carryforward losses | 3,213 | 2,536 |
Intangibles and goodwill | 481 | 858 |
Inventory | 1,769 | 1,637 |
Accrued expenses | 2,199 | 1,341 |
Other, net | 12 | 17 |
Deferred tax assets | 40,156 | 35,816 |
Right of use assets | (4,313) | (4,917) |
Prepaid expenses | (1,175) | (946) |
Other, net | (58) | (79) |
Deferred tax liabilities | (5,546) | (5,942) |
Net deferred tax assets before valuation allowance | 34,610 | 29,874 |
Less: valuation allowance | (34,610) | (29,874) |
Net deferred tax liabilities |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income (loss) before income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Income (loss) before taxes | $ (18,261) | $ 7,875 | $ (28,520) |
United States operations [Member] | |||
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Income (loss) before taxes | (14,267) | 8,832 | (27,690) |
International operations [Member] | |||
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Income (loss) before taxes | $ (3,994) | $ (957) | $ (830) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of (provision) or benefit for income taxes | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Schedule Of Provision Or Benefit For Income Taxes Abstract | |||
Federal statutory rate | 21% | (21.00%) | 21% |
Compensation and other expenses not deductible for income tax return purposes | (2.90%) | (3.40%) | (1.10%) |
PPP loan forgiveness income not taxable for income tax return purposes | 18.70% | ||
Change in valuation allowance, net | 18.10% | 5.70% | (19.90%) |
Total |
Long Term Debt (Details)
Long Term Debt (Details) SFr in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2022 USD ($) | Mar. 31, 2022 CHF (SFr) | Sep. 29, 2021 | Nov. 27, 2018 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2020 USD ($) | Apr. 30, 2020 USD ($) | Apr. 30, 2020 CHF (SFr) | |
Long Term Debt (Details) [Line Items] | |||||||||
Agreement loan | $ 4,500 | ||||||||
Term | 10 years | ||||||||
Bears a fixed interest rate percentage | 5.09% | ||||||||
Payments of principal and interest | $ 30 | ||||||||
Debt issuance costs | $ 72 | ||||||||
Unamortized debt issuance cost | $ 46 | ||||||||
Mortgage agreement | 3,980 | ||||||||
Received amount | $ 1,000 | ||||||||
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 | ||||||||
Description of loan | Effective September 29, 2021, the Company and the mortgagee agreed to further covenant restructuring whereby (a) the liquidity covenant was reduced to 150% of the loan principal (or approximately $6,000 as of July 31, 2022) from $25,000 previously, and (b) the collateral requirement was increased from $750 to $1,000. | ||||||||
Foreign exchange rate amount | $ 400 | SFr 400 | |||||||
Bear interest rate | 0% | ||||||||
Semiannual amortization payments (in Francs) | SFr | SFr 33 | ||||||||
Exchange rates | $ 35 | SFr 33 | |||||||
Fixed interest rate, description | PPP loans have a 1% fixed interest rate and are due from two to five years. | ||||||||
Other income loan | $ 7,000 | ||||||||
Audit loans | $ 2,000 | ||||||||
Citibank N.A [Member] | |||||||||
Long Term Debt (Details) [Line Items] | |||||||||
Received amount | $ 7,000 |
Long Term Debt (Details) - Sche
Long Term Debt (Details) - Schedule of minimum future annual principal payments $ in Thousands | Jul. 31, 2022 USD ($) |
Schedule Of Minimum Future Annual Principal Payments Abstract | |
2023 | $ 230 |
2024 | 237 |
2025 | 247 |
2026 | 256 |
2027 | 266 |
Thereafter | 3,116 |
Total principal payments | 4,352 |
Less: current portion, included in other current liabilities and finance leases short term | (229) |
unamortized mortgage cost | (46) |
Long term debt - net | $ 4,077 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Leases (Details) [Line Items] | ||
Options to extend the leases | 5 years | |
Accumulated amortization of finance lease assets (in Dollars) | $ 210 | $ 1,100 |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term of contract | 1 year | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term of contract | 6 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of leases - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 | |
Assets | |||
Operating, Right-of-use assets | $ 15,174 | $ 17,020 | |
Finance, Property, plant and equipment, net | [1] | 172 | 248 |
Total lease assets | 15,346 | 17,268 | |
Current: | |||
Operating, Current portion of operating lease liabilities | 3,432 | 3,419 | |
Finance, Finance leases short term | 81 | 88 | |
Non-current: | |||
Operating, Operating lease liabilities, non-current | 12,729 | 14,558 | |
Finance, Other liabilities and finance leases long term | 39 | 110 | |
Total lease liabilities | $ 16,281 | $ 18,175 | |
[1] Accumulated amortization of finance lease assets was approximately $210 and $1,100 as of July 31, 2022 and 2021, respectively. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease cost - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Schedule Of Lease Cost Abstract | ||
Operating lease cost | $ 4,431 | $ 5,474 |
Finance lease cost: | ||
Amortization of leased assets | 76 | 137 |
Interest on lease liabilities | 10 | 16 |
Total lease cost | $ 4,517 | $ 5,627 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease liability $ in Thousands | Jul. 31, 2022 USD ($) | |
Schedule Of Lease Liability Abstract | ||
2023, Operating leases | $ 4,129 | |
2023, Finance leases | 81 | |
2023, Total | 4,210 | |
2024, Operating leases | 3,836 | |
2024, Finance leases | 44 | |
2024, Total | 3,880 | |
2025, Operating leases | 3,503 | |
2025, Finance leases | ||
2025, Total | 3,503 | |
2026, Operating leases4 | 3,351 | |
2026, Finance leases | ||
2026, Total | 3,351 | |
2027, Operating leases4 | 2,507 | |
2027, Finance leases | ||
2027, Total | 2,507 | |
Thereafter, Operating leases | 808 | |
Thereafter, Finance lease | ||
Thereafter, Total | 808 | |
Total lease payments, Operating leases | 18,134 | |
Total lease payments, Finance leases | 125 | |
Total lease payments, Total | 18,259 | |
Less: Interest, Operating leases | (1,973) | [1] |
Less: Interest, Finance leases | (5) | [1] |
Less: Interest, Total | (1,978) | [1] |
Present value of lease liabilities, Operating leases | 16,161 | |
Present value of lease liabilities, Finance leases | 120 | |
Present value of lease liabilities, Total | $ 16,281 | |
[1] Primarily calculated using the Company’s incremental borrowing rate. |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of lease term and discount rate | Jul. 31, 2022 | Jul. 31, 2021 |
Weighted-average remaining lease term (years): | ||
Operating leases | 4 years 8 months 12 days | 5 years 7 months 6 days |
Finance leases | 1 year 6 months | 2 years 6 months |
Weighted-average discount rate: | ||
Operating leases | 5% | 4.90% |
Finance leases | 4.50% | 7.40% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2022 | |
Payables and Accruals [Abstract] | ||||
Payment advance | $ 2,526 | |||
Deferred revenue related to the CMS payment advance | $ 1,847 | $ 2,526 | ||
Reserves amount | $ 300 | $ 260 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 |
Schedule Of Accrued Liabilities Abstract | ||
Payroll, benefits and commissions | $ 4,912 | $ 5,856 |
Professional fees | 801 | 628 |
Legal | 4,523 | 2,554 |
Deferred revenue | 2,675 | |
Other | 2,064 | 2,588 |
Accrued liabilities | $ 12,300 | $ 14,301 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Schedule Of Other Current Liabilities Abstract | ||
Finance lease obligations, current portion | $ 81 | $ 81 |
Current portion of mortgage loan | 159 | 152 |
Current portion of Swiss government loan | 70 | |
Other current liabilities | $ 310 | $ 233 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 08, 2021 | Jan. 01, 2021 | Oct. 07, 2020 | Jan. 31, 2018 | Sep. 01, 2017 | Jul. 31, 2022 | Jul. 31, 2021 | 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% | |||||||||
Maximum offering price under sales agreement | $ 20,000 | $ 20,000 | ||||||||
Shares of common stock settlements (in Shares) | 332,700 | 237,383 | 208,537 | 333,265 | ||||||
Contribution obligation | $ 875 | $ 814 | $ 780 | |||||||
Contribution obligation | $ 814 | 780 | $ 839 | |||||||
Shares of common stock as employee compensation (in Shares) | 4,167 | |||||||||
Common stock as employee compensation | $ 10 | |||||||||
Common stock available for grant, description | 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. | |||||||||
Common stock granted (in Shares) | 4,142,000 | |||||||||
Purchase of common stock (in Shares) | 700,000 | |||||||||
Restricted stock units RSU (in Shares) | 260,000 | |||||||||
Outstanding options vested and exercisable | $ 68 | 488 | 0 | |||||||
Intrinsic value of options outstanding | 193 | 1,323 | 79 | |||||||
Intrinsic value of options exercised | $ 4 | $ 38 | $ 0 | |||||||
Remaining PSUs awarded Expired | 3 years | |||||||||
Performance share, description | During the fiscal years ended 2020 and 2019, the Company awarded additional 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 revenue growth and adjusted EBITDA growth goals met at threshold, target or maximum levels over the respective period. For the fiscal year ended July 31, 2022, the Company reversed net total PSU accruals of $124 for a former officer who forfeited 25,300 and 20,000 PSUs from the fiscal 2020 and fiscal 2019 awards, respectively, resulting in net PSU compensation expense of $70. For the fiscal year ended July 31, 2021, the Company accrued compensation expense of $272 for the outstanding PSUs awarded during fiscal 2020 and 2019 as the achievement of certain growth goals was deemed probable at that time. During fiscal 2021, a former officer forfeited 4,000 PSUs awarded in fiscal 2019. During the fiscal year 2020, no compensation expense was recognized as the achievement of the growth goals was deemed not probable at that time. During fiscal 2020, a former executive forfeited 10,500 PSUs from the fiscal 2019 award. | |||||||||
Restricted stock units, description | The Company awarded restricted stock units (“RSUs”) to our CEO who was appointed in November 2021. The award was for 260,000 RSUs which vest over three years on the anniversary of his hiring. The fair market value of these RSUs at the date of grant was $881. The Company awarded to its 3 independent directors 117,189 RSUs in April 2022 which vest over two years whose fair market value was $300. In July 2022 the Company awarded to its 3 independent directors 124,998 RSUs which vest in one year and whose fair market value was $300. During fiscal 2022, the Company recognized shared based compensation expense of $295 for these RSUs. | |||||||||
Unrecognized compensation | $ 3,835 | |||||||||
Weighted average remaining life of approximately | 2 years | |||||||||
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 the option activity pursuant to the Company’s stock option plans - $ / shares | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Schedule Of The Option Activity Pursuant To The Company SStock Option Plans Abstract | |||
Options, Outstanding at beginning of year (in Shares) | 2,504,563 | 2,636,496 | 2,351,040 |
Weighted - Average Exercise Price, outstanding at beginning of year | $ 3.74 | $ 4.05 | $ 4.53 |
Options, New Grants (in Shares) | 1,858,250 | 543,104 | 773,032 |
Weighted - Average Exercise Price, New Grants | $ 2.88 | $ 2.57 | $ 2.4 |
Options, Exercised (in Shares) | (11,300) | (34,667) | |
Weighted - Average Exercise Price, Exercised | $ 2.49 | $ 2.8 | |
Options, Expired or forfeited (in Shares) | (409,730) | (640,370) | (487,576) |
Weighted - Average Exercise Price, Expired or forfeited | $ 7 | $ 3.52 | $ 3.71 |
Options, Outstanding at end of year (in Shares) | 3,941,783 | 2,504,563 | 2,636,496 |
Weighted - Average Exercise Price, Outstanding at end of year | $ 3 | $ 3.74 | $ 4.05 |
Options, Exercisable at end of year (in Shares) | 1,794,399 | 1,561,326 | 1,457,162 |
Weighted - Average Exercise Price, Exercisable at end of year | $ 3.14 | $ 4.37 | $ 5.1 |
Weighted average fair value of options granted during year | $ 1.52 | $ 1.27 | $ 1.01 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of determine the fair value of options granted - $ / shares | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of determine the fair value of options granted [Line Items] | |||
Options Granted (in Shares) | 1,858,250 | 543,104 | 773,032 |
Exercise Price Range (in Dollars per share) | $ 2.88 | $ 2.57 | $ 2.4 |
Term (years) | 5 years | 5 years | 5 years |
FMV of options Granted/Per Share (in Dollars per share) | $ 1.52 | $ 1.27 | $ 1.01 |
Expected Life (years) | 3 years 6 months | ||
Vesting Period (years) | 3 years | ||
Minimum [Member] | |||
Stockholders’ Equity (Details) - Schedule of determine the fair value of options granted [Line Items] | |||
Exercise Price Range (in Dollars per share) | $ 2.21 | 2.14 | 2.2 |
FMV of options Granted/Per Share (in Dollars per share) | $ 1.17 | $ 1.04 | $ 0.86 |
Expected Life (years) | 3 years 3 months | 3 years 3 months | |
Expected Volatility % | 73.25% | 69.36% | 53.77% |
Interest Rate % | 1.73% | 0.19% | 0.27% |
Vesting Period (years) | 2 years | 2 years | |
Maximum [Member] | |||
Stockholders’ Equity (Details) - Schedule of determine the fair value of options granted [Line Items] | |||
Exercise Price Range (in Dollars per share) | $ 3.64 | $ 2.63 | $ 3.32 |
FMV of options Granted/Per Share (in Dollars per share) | $ 1.78 | $ 1.3 | $ 1.34 |
Expected Life (years) | 3 years 6 months | 3 years 6 months | |
Expected Volatility % | 74.52% | 73.26% | 66.24% |
Interest Rate % | 3.03% | 0.26% | 1.20% |
Vesting Period (years) | 3 years | 3 years |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices | 12 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Stock options outstanding [Member] | Exercise Price Range $2.14 - $3.64 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 3,554,633 |
Weighted- Average Remaining Contractual Life in Years | 3 years 7 months 6 days |
Weighted- Average Exercise Price | $ 2.73 |
Stock options outstanding [Member] | Exercise Price Range $2.14 - $3.64 [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 2.14 |
Stock options outstanding [Member] | Exercise Price Range $2.14 - $3.64 [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 3.64 |
Stock options outstanding [Member] | Exercise Price Range $4.42 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | $ 4.42 |
Shares (in Shares) | shares | 290,000 |
Weighted- Average Remaining Contractual Life in Years | 1 year |
Weighted- Average Exercise Price | $ 4.42 |
Stock options outstanding [Member] | Exercise Price Range $5.52 - $8.36 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 97,150 |
Weighted- Average Remaining Contractual Life in Years | 7 months 6 days |
Weighted- Average Exercise Price | $ 7.47 |
Stock options outstanding [Member] | Exercise Price Range $5.52 - $8.36 [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 5.52 |
Stock options outstanding [Member] | Exercise Price Range $5.52 - $8.36 [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | $ 8.36 |
Stock options outstanding [Member] | Exercise Price Range [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 3,941,783 |
Stock Options Exercisable [Member] | Exercise Price Range $2.14 - $3.64 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 1,407,249 |
Weighted- Average Remaining Contractual Life in Years | 2 years 3 months 18 days |
Weighted- Average Exercise Price | $ 2.58 |
Stock Options Exercisable [Member] | Exercise Price Range $2.14 - $3.64 [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 2.14 |
Stock Options Exercisable [Member] | Exercise Price Range $2.14 - $3.64 [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 3.64 |
Stock Options Exercisable [Member] | Exercise Price Range $4.42 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | $ 4.42 |
Shares (in Shares) | shares | 290,000 |
Weighted- Average Remaining Contractual Life in Years | 1 year |
Weighted- Average Exercise Price | $ 4.42 |
Stock Options Exercisable [Member] | Exercise Price Range $5.52 - $8.36 [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 97,150 |
Weighted- Average Remaining Contractual Life in Years | 7 months 6 days |
Weighted- Average Exercise Price | $ 7.47 |
Stock Options Exercisable [Member] | Exercise Price Range $5.52 - $8.36 [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | 5.52 |
Stock Options Exercisable [Member] | Exercise Price Range $5.52 - $8.36 [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Range of Exercise prices | $ 8.36 |
Stock Options Exercisable [Member] | Exercise Price Range [Member] | |
Stockholders’ Equity (Details) - Schedule of share based compensation stock options activity range of exercise prices [Line Items] | |
Shares (in Shares) | shares | 1,794,399 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of PSU’s granted and outstanding $ in Thousands | 12 Months Ended |
Jul. 31, 2022 USD ($) shares | |
10/15/2019 [Member] | |
Stockholders’ Equity (Details) - Schedule of PSU’s granted and outstanding [Line Items] | |
Total Grant | 80,500 |
Forfeitures | (34,500) |
Outstanding | 46,000 |
Fair Market Value At Grant Date (in Dollars) | $ | $ 155 |
10/19/2020 [Member] | |
Stockholders’ Equity (Details) - Schedule of PSU’s granted and outstanding [Line Items] | |
Total Grant | 98,600 |
Forfeitures | (25,300) |
Outstanding | 73,300 |
Fair Market Value At Grant Date (in Dollars) | $ | $ 153 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of summarizes RSU activity - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Jul. 31, 2022 USD ($) $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of summarizes RSU activity [Line Items] | |
Number of RSUs outstanding, Granted | 502,187 |
Number of RSUs outstanding, Vested | |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Vested (in Dollars per share) | $ / shares | |
Number of RSUs outstanding, Cancelled | |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Cancelled (in Dollars per share) | $ / shares | |
Number of RSUs outstanding, Outstanding at end of period | 502,187 |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Outstanding at end of period (in Dollars per share) | $ / shares | $ 2.95 |
Weighted Average Remaining Contractual Term, Outstanding at end of period | 1 year 9 months 18 days |
Aggregate Intrinsic Value, Outstanding at end of period (in Dollars) | $ | $ 1,190 |
Number of RSUs outstanding, Expected to vest at end of period | 502,187 |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Expected to vest at end of period (in Dollars per share) | $ / shares | $ 2.95 |
Weighted Average Remaining Contractual Term, Expected to vest at end of period | 1 year 9 months 18 days |
Aggregate Intrinsic Value, Expected to vest at end of period (in Dollars) | $ | $ 1,190 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Employee Benefit Plans [Line Items] | |||
Employees’ contribution percentage | 50% | 50% | 50% |
Employer matched contribution | $ 814 | $ 780 | $ 839 |
Accrued total | $ 462 | $ 433 | $ 481 |
Minimum saving contribution, description | The current required minimum saving contribution is 13% for employees over age 25 and minimum annual investment return is 1.00%. Employees are required to contribute based on a formula and the Company’s Swiss operations make contributions of at least 40% of the employee contribution. | ||
Enzo Biochem, Inc. [Member] | |||
Employee Benefit Plans [Line Items] | |||
Employees’ contribution percentage | 10% | 10% | 10% |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details) - Schedule of employee benefit plans - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | |
Schedule Of Employee Benefit Plans Abstract | |||
Total Assets | $ 2,667 | $ 2,721 | $ 2,181 |
Accumulated Benefit Obligation | $ 2,760 | $ 2,890 | $ 2,401 |
Funded status | 97% | 94% | 91% |
Employer contributions | $ 144 | $ 143 | $ 165 |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Contingencies [Abstract] | |||
Annual increases percentage | 3% | ||
Rent expense | $ 1,867 | $ 1,815 | $ 1,833 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | May 31, 2022 | Apr. 30, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Contingencies [Abstract] | ||||||
Approval percentage | 80% | |||||
Legal and related expenses | $ 800 | |||||
Settlement agreement | $ 800 | |||||
Settlement paid | $ 500 | |||||
Contingency payment | 150 | |||||
Accrued expenses | $ 2,600 | |||||
Settlement paid | $ 2,123 | |||||
Payments for Other Taxes | $ 1,024 |
Segment reporting (Details)
Segment reporting (Details) | 12 Months Ended |
Jul. 31, 2022 | |
Segment reporting (Details) [Line Items] | |
Number of reportable segments | 3 |
Segment operates percentage | 100% |
General and Administrative Expense [Member] | |
Segment reporting (Details) [Line Items] | |
Number of reportable segments | 3 |
Segment reporting (Details) - S
Segment reporting (Details) - Schedule of financial information represents the operating results of the reportable segments - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Clinical Laboratory Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 74,428 | $ 86,984 | $ 47,964 |
Grant income | 1,496 | ||
Total | 49,460 | ||
Operating costs and expenses: | |||
Cost of revenues | 45,891 | 48,179 | 38,855 |
Research and development | 1,329 | 615 | 1,509 |
Selling, general and administrative | 26,173 | 26,028 | 23,533 |
Legal and related expenses | 254 | 264 | 211 |
Legal settlements | |||
Total operating costs and expenses | 73,647 | 75,086 | 64,108 |
Operating income (loss) | 781 | 11,898 | (14,648) |
Other income (expense) | |||
Interest | (19) | (17) | (36) |
Other | 77 | (18) | 45 |
Foreign exchange gain (loss) | |||
Income (loss) before taxes | 839 | 11,863 | (14,639) |
Depreciation and amortization included above | 1,711 | 1,609 | 1,553 |
Share-based compensation included above: | |||
Selling, general and administrative | 190 | 33 | 57 |
Cost of sales | 8 | 93 | 46 |
Total | 198 | 126 | 103 |
Capital expenditures | 929 | 3,352 | 1,811 |
Life Sciences Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 32,643 | 30,747 | 26,561 |
Grant income | |||
Total | 26,561 | ||
Operating costs and expenses: | |||
Cost of revenues | 19,213 | 15,975 | 13,396 |
Research and development | 2,383 | 2,559 | 2,190 |
Selling, general and administrative | 11,604 | 11,015 | 10,485 |
Legal and related expenses | 186 | 25 | 2 |
Legal settlements | (500) | ||
Total operating costs and expenses | 32,886 | 29,574 | 26,073 |
Operating income (loss) | (243) | 1,173 | 488 |
Other income (expense) | |||
Interest | 45 | 37 | 56 |
Other | 4 | 7 | 13 |
Foreign exchange gain (loss) | (2,222) | 270 | 905 |
Income (loss) before taxes | (2,416) | 1,487 | 1,462 |
Depreciation and amortization included above | 813 | 756 | 964 |
Share-based compensation included above: | |||
Selling, general and administrative | 22 | 102 | 74 |
Cost of sales | 6 | ||
Total | 28 | 102 | 74 |
Capital expenditures | 1,915 | 752 | 322 |
Therapeutics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Grant income | |||
Total | |||
Operating costs and expenses: | |||
Cost of revenues | |||
Research and development | 55 | 78 | 749 |
Selling, general and administrative | 62 | ||
Legal and related expenses | |||
Legal settlements | |||
Total operating costs and expenses | 55 | 140 | 749 |
Operating income (loss) | (55) | (140) | (749) |
Other income (expense) | |||
Interest | |||
Other | |||
Foreign exchange gain (loss) | |||
Income (loss) before taxes | (55) | (140) | (749) |
Depreciation and amortization included above | |||
Share-based compensation included above: | |||
Selling, general and administrative | |||
Cost of sales | |||
Total | |||
Capital expenditures | |||
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Grant income | |||
Total | |||
Operating costs and expenses: | |||
Cost of revenues | |||
Research and development | |||
Selling, general and administrative | 10,241 | 7,800 | 8,942 |
Legal and related expenses | 5,249 | 4,439 | 6,516 |
Legal settlements | |||
Total operating costs and expenses | 15,490 | 12,239 | 15,458 |
Operating income (loss) | (15,490) | (12,239) | (15,458) |
Other income (expense) | |||
Interest | 133 | (12) | 434 |
Other | (1,272) | 6,916 | 430 |
Foreign exchange gain (loss) | |||
Income (loss) before taxes | (16,629) | (5,335) | (14,594) |
Depreciation and amortization included above | 303 | 288 | 263 |
Share-based compensation included above: | |||
Selling, general and administrative | 1,270 | 679 | 756 |
Cost of sales | |||
Total | 1,270 | 679 | 756 |
Capital expenditures | 628 | 332 | 37 |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 107,071 | 117,731 | 74,525 |
Grant income | 1,496 | ||
Total | 76,021 | ||
Operating costs and expenses: | |||
Cost of revenues | 65,104 | 64,154 | 52,251 |
Research and development | 3,767 | 3,252 | 4,448 |
Selling, general and administrative | 48,018 | 44,905 | 42,960 |
Legal and related expenses | 5,689 | 4,728 | 6,729 |
Legal settlements | (500) | ||
Total operating costs and expenses | 122,078 | 117,039 | 106,388 |
Operating income (loss) | (15,007) | 692 | (30,367) |
Other income (expense) | |||
Interest | 159 | 8 | 454 |
Other | (1,191) | 6,905 | 488 |
Foreign exchange gain (loss) | (2,222) | 270 | 905 |
Income (loss) before taxes | (18,261) | 7,875 | (28,520) |
Depreciation and amortization included above | 2,827 | 2,653 | 2,780 |
Share-based compensation included above: | |||
Selling, general and administrative | 1,482 | 814 | 887 |
Cost of sales | 14 | 93 | 46 |
Total | 1,496 | 907 | 933 |
Capital expenditures | $ 3,472 | $ 4,436 | $ 2,170 |
Segment reporting (Details) -_2
Segment reporting (Details) - Schedule of geographic financial information - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 107,071 | $ 117,731 | $ 76,021 |
Long-lived assets | 39,885 | 41,301 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 94,209 | 102,601 | 64,284 |
Long-lived assets | 39,866 | 41,249 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 8,568 | 10,386 | 7,720 |
Long-lived assets | 19 | 52 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 4,294 | $ 4,744 | $ 4,017 |
Segment reporting (Details) -_3
Segment reporting (Details) - Schedule of revenues attributable to customers located in the United States and foreign countries - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Segment reporting (Details) - Schedule of revenues attributable to customers located in the United States and foreign countries [Line Items] | |||
Revenues | $ 32,643 | $ 30,747 | $ 26,561 |
United States | |||
Segment reporting (Details) - Schedule of revenues attributable to customers located in the United States and foreign countries [Line Items] | |||
Revenues | 19,782 | 15,617 | 14,824 |
Foreign Countries | |||
Segment reporting (Details) - Schedule of revenues attributable to customers located in the United States and foreign countries [Line Items] | |||
Revenues | $ 12,861 | $ 15,130 | $ 11,737 |
Schedule II Valuation and Qua_3
Schedule II Valuation and Qualifying Accounts (Details) - Schedule of II valuation and qualifying accounts - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Allowance for doubtful accounts receivable [Member] | ||||
Schedule II Valuation and Qualifying Accounts (Details) - Schedule of II valuation and qualifying accounts [Line Items] | ||||
Balance at Beginning of Year | $ 180 | $ 194 | $ 166 | |
Charged (credited) to costs and expenses | 12 | 5 | 28 | |
Deductions | [1] | 31 | 19 | |
Balance at end of Year | 161 | 180 | 194 | |
Deferred tax valuation allowance [Member] | ||||
Schedule II Valuation and Qualifying Accounts (Details) - Schedule of II valuation and qualifying accounts [Line Items] | ||||
Balance at Beginning of Year | 29,874 | 30,077 | 23,527 | |
Charged (credited) to costs and expenses | 4,736 | (203) | 6,550 | |
Deductions | ||||
Balance at end of Year | $ 34,610 | $ 29,874 | $ 30,077 | |
[1] Write-off of uncollectible accounts receivable. |