Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2016 | Dec. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ENZO BIOCHEM INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Entity Common Stock, Shares Outstanding | 46,289,787 | |
Amendment Flag | false | |
Entity Central Index Key | 316,253 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Oct. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 67,214 | $ 67,777 |
Accounts receivable, net of allowances | 14,057 | 14,592 |
Inventories | 7,248 | 6,971 |
Prepaid expenses and other | 1,919 | 2,057 |
Total current assets | 90,438 | 91,397 |
Property, plant and equipment, net | 8,276 | 8,214 |
Goodwill | 7,452 | 7,452 |
Intangible assets, net | 3,971 | 4,422 |
Other assets | 334 | 336 |
Total assets | 110,471 | 111,821 |
Current liabilities: | ||
Loan payable | 2,000 | 1,557 |
Accounts payable – trade | 9,338 | 9,857 |
Accrued liabilities | 8,513 | 8,211 |
Other current liabilities | 926 | 943 |
Total current liabilities | 20,777 | 20,568 |
Other liabilities | 1,203 | 1,699 |
Total liabilities | 21,980 | 22,267 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $.01 par value; authorized 25,000,000 shares; no shares issued or outstanding | ||
Common Stock, $.01 par value; authorized 75,000,000 shares; shares issued and outstanding: 46,279,787 at October 31, 2016 and 46,267,619 at July 31, 2016 | 463 | 463 |
Additional paid-in capital | 326,445 | 326,288 |
Accumulated deficit | (240,870) | (239,396) |
Accumulated other comprehensive income | 2,453 | 2,199 |
Total stockholders’ equity | 88,491 | 89,554 |
Total liabilities and stockholders’ equity | $ 110,471 | $ 111,821 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Oct. 31, 2016 | Jul. 31, 2016 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 46,279,787 | 46,267,619 |
Common Stock, shares outstanding | 46,279,787 | 46,267,619 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Revenues: | ||
Clinical laboratory services | $ 18,558 | $ 17,090 |
Product revenues | 7,426 | 7,687 |
Royalty and license fee income | 300 | 400 |
Total revenues | 26,284 | 25,177 |
Operating costs, expenses and legal settlements, net: | ||
Cost of clinical laboratory services | 10,896 | 10,332 |
Cost of product revenues | 3,309 | 3,611 |
Research and development | 822 | 867 |
Selling, general, and administrative | 11,474 | 10,225 |
Provision for uncollectible accounts receivable | 669 | 704 |
Legal fee expense | 372 | 1,601 |
Legal settlements, net | (6,800) | |
Total operating costs, expenses and legal settlements, net | 27,542 | 20,540 |
Operating (loss) income | (1,258) | 4,637 |
Other income (expense): | ||
Interest | 46 | (40) |
Other | 119 | 54 |
Foreign exchange loss | (361) | (130) |
(Loss) income before income taxes | (1,454) | 4,521 |
Provision for income taxes | (20) | (87) |
Net (loss) income | $ (1,474) | $ 4,434 |
Net (loss) income per common share: | ||
Basic (in Dollars per share) | $ (0.03) | $ 0.10 |
Diluted (in Dollars per share) | $ (0.03) | $ 0.10 |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 46,272 | 46,068 |
Diluted (in Shares) | 46,272 | 46,193 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Net (loss) income | $ (1,474) | $ 4,434 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 254 | 62 |
Comprehensive income (loss) | $ (1,220) | $ 4,496 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Oct. 31, 2016 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Jul. 31, 2016 | $ 463 | $ 326,288 | $ (239,396) | $ 2,199 | $ 89,554 |
Balance (in Shares) at Jul. 31, 2016 | 46,267,619 | ||||
Net loss for the period ended October 31, 2016 | (1,474) | (1,474) | |||
Vesting of restricted stock (in Shares) | 1,501 | ||||
Exercise of stock options | 6 | $ 6 | |||
Exercise of stock options (in Shares) | 10,667 | 10,667 | |||
Share-based compensation charges | 151 | $ 151 | |||
Foreign currency translation adjustments | 254 | 254 | |||
Balance at Oct. 31, 2016 | $ 463 | $ 326,445 | $ (240,870) | $ 2,453 | $ 88,491 |
Balance (in Shares) at Oct. 31, 2016 | 46,279,787 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,474) | $ 4,434 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization of property, plant and equipment | 515 | 527 |
Amortization of intangible assets | 412 | 423 |
Provision for uncollectible accounts receivable | 669 | 704 |
Deferred income tax benefit | (3) | |
Share-based compensation charges | 151 | 111 |
Accrual for share-based 401(k) employer match expense | 177 | 166 |
Foreign exchange loss | 349 | 129 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (150) | (1,376) |
Other receivables | 6,650 | |
Inventories | (298) | (210) |
Prepaid expenses and other | 137 | 442 |
Accounts payable – trade | (522) | 682 |
Accrued liabilities, other current liabilities and other liabilities | (299) | 474 |
Total adjustments | 1,141 | 8,719 |
Net cash (used in) provided by operating activities | (333) | 13,153 |
Cash flows from investing activities: | ||
Capital expenditures | (514) | (505) |
Security deposits and other | (15) | |
Net cash used in investing activities | (514) | (490) |
Cash flows from financing activities: | ||
Proceeds from borrowings under Credit Agreement | 24,297 | 22,461 |
Repayments under Credit Agreement | (23,854) | (22,461) |
Installment loan and capital lease obligation payments | (146) | (125) |
Proceeds from the exercise of stock options | 6 | |
Net cash provided by (used in) financing activities | 303 | (125) |
Effect of exchange rate changes on cash and cash equivalents | (19) | (5) |
Increase (decrease) in cash and cash equivalents | (563) | 12,533 |
Cash and cash equivalents - beginning of period | 67,777 | 18,109 |
Cash and cash equivalents - end of period | $ 67,214 | $ 30,642 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Oct. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Basis of Accounting [Text Block] | Note 1 – Basis of Presentation The accompanying consolidated financial statements include the accounts of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Life Sciences, Enzo Clinical Labs, Enzo Therapeutics and Enzo Realty LLC, collectively or with one or more of its subsidiaries referred to as the “Company” or “Companies”. The consolidated balance sheet as of October 31, 2016, the consolidated statements of operations, comprehensive income (loss), and cash flows for the three months ended October 31, 2016 and 2015, and the consolidated statement of stockholders’ equity for the three months ended October 31, 2016 (the “interim statements”) are unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and operating results for the interim periods have been made. Certain information and footnote disclosure, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. The interim statements should be read in conjunction with the consolidated financial statements for the year ended July 31, 2016 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The consolidated balance sheet at July 31, 2016 has been derived from the audited financial statements at that date. The results of operations for the three months ended October 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2017. Effect of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-03 Interest – Imputation of Interest. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” In June 2016, the FASB issued ASU no. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
Net income (loss) per share
Net income (loss) per share | 3 Months Ended |
Oct. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 2 – Net income (loss) per share Basic net income (loss) per share represents net income (loss) divided by the weighted average number of common shares outstanding during the period. As a result of the net loss for the three months ended October 31, 2016 diluted weighted average shares outstanding are the same as basic weighted average shares outstanding, and do not include the potential common shares from stock options and unvested restricted stock because to do so would be antidilutive. For the three months ended October 31, 2016, the number of potential common shares (“in the money options”) and unvested restricted stock excluded from the calculation of diluted earnings per share was 720,000. For the three months ended October 31, 2015, approximately 125,000 weighted average stock options were included in the calculation of diluted weighted average shares outstanding. For the three months ended October 31, 2015, the effect of approximately 374,000 of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted net income per share because their effect would be anti-dilutive. There were no outstanding “out of the money” options to purchase common shares for the three months ended October 31, 2016. |
Supplemental disclosure for sta
Supplemental disclosure for statement of cash flows | 3 Months Ended |
Oct. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | Note 3 - Supplemental disclosure for statement of cash flows For the three months ended October 31, 2016 and 2015, income taxes paid by the Company were $954 and $27, respectively . For the three months ended October 31, 2016 and 2015, interest paid by the Company was $58 and $41, respectively. For the three months ended October 31, 2016 and 2015, the Company financed $69 and $38 respectively, in machinery and transportation equipment under installment loans. During the three months ended October 31, 2016, the Company did not enter into any capital lease agreements. During the three months ended October 31, 2015, there was a total of $157 in capital lease agreements. |
Inventories
Inventories | 3 Months Ended |
Oct. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 - Inventories Inventories consist of the following: October 31, July 31, Raw materials $ 932 $ 951 Work in process 1,828 1,755 Finished products 4,488 4,265 $ 7,248 $ 6,971 |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Oct. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5 – Goodwill and intangible assets At October 31, 2016 and July 31, 2016, the Company’s net carrying amount of goodwill, related to the Clinical Labs segment, is $7,452. The Company’s change in the net carrying amount of intangible assets, all in the Life Sciences segment is as follows: Gross Accumulated Amortization Net July 31, 2016 $ 27,650 $ (23,228 ) $ 4,422 Amortization expense — (412 ) (412 ) Foreign currency translation (190 ) 151 (39 ) October 31, 2016 $ 27,460 $ (23,489 ) $ 3,971 Intangible assets, all finite lived, consist of the following: October 31, 2016 July 31, 2016 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (10,914 ) $ 113 $ 11,027 $ (10,905 ) $ 122 Customer relationships 12,011 (8,501 ) 3,510 12,122 (8,331 ) 3,791 Website and acquired content 1,004 (1,004 ) — 1,011 (1,011 ) — Licensed technology and other 470 (428 ) 42 485 (437 ) 48 Trademarks 2,948 (2,642 ) 306 3,005 (2,544 ) 461 Total $ 27,460 $ (23,489 ) $ 3,971 $ 27,650 $ (23,228 ) $ 4,422 At October 31, 2016, information with respect to intangibles assets acquired is as follows: Useful life assigned Weighted average remaining useful life Customer relationships 8-15 years 4 years Trademarks 5 years 1 year Other intangibles 10 years 3 years At October 31, 2016, the weighted average useful life of intangible assets is approximately three years. |
Loan Payable
Loan Payable | 3 Months Ended |
Oct. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6 - Loan Payable On June 7, 2013, the Company entered into a secured Revolving Loan and Security Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries, with Enzo Therapeutics as a guarantor, and MidCap Financial LLC. (formerly Healthcare Finance Group, LLC). The Credit Agreement, which expired on December 7, 2016, provides for borrowings against eligible US receivables, as defined, of the Clinical Lab and Life Science segments up to $8.0 million at defined eligibility percentages and provides for additional borrowings of $4.0 million for increased eligible assets. Debt issuance costs of $281 are being amortized over the life of the Credit Agreement. The balance of unamortized debt issuance cost was $7 and $28 at October 31, 2016 and July 31, 2016, respectively, and is included in prepaid expenses. Interest on advances, payable monthly, is based on the three month LIBOR rate, with a floor of 1.25% plus an applicable margin of 4.0%. The nominal interest rate for the quarter ended October 31, 2016 and year ended July 31, 2016 was 5.25%. In the event of any default, the interest rate may be increased 3.0% over the current rate. The facility also carries a non-utilization fee of 0.50% per annum, payable monthly, on the unused portion of the credit line. The effective interest rate for the credit agreement was 12.1% for the quarter ended October 31, 2016 and 11.4% for the fiscal year ended July 31, 2016. The Credit Agreement requires a minimum borrowing of $2.0 million. At October 31, 2016 and July 31, 2016, the borrowings under the Credit Agreement related to the Clinical Labs and Life Sciences receivables aggregated $2.0 and $1.6 million, respectively, with an additional availability of $3.5 million at October 31, 2016. The Credit Agreement expired and was repaid in full on December 7, 2016. The Company’s obligations under the Credit Agreement were secured by primarily all the unencumbered U.S. assets of the Company, excluding buildings and intellectual property which the Lender has a negative pledge, and the capital stock of subsidiaries. The Credit Agreement includes customary affirmative and negative covenants and events of default and requires maximum levels of cash usage and minimum levels of liquidity, as defined, and provides for increased liquidity levels if operating results are not achieved. Negative covenants include among others, limitations on additional debt, liens, loans or investments, distributions, asset sales and affiliate transactions. Events of default include non-payment of principal and interest on debt outstanding, non-performance of covenants, material change in business, breach of representations, bankruptcy and insolvency, material judgments and changes in control. As of October 31, 2016, the Company is in compliance with the financial covenants. The Credit Agreement includes customary affirmative and negative covenants and events of default. The terms of the debt covenants include: o The minimum balance the Company must borrow at any time is $2.0 million. At October 31, 2016, the loan balance was approximately $2.0 million, with an additional availability of $3.5 million. o The Company must maintain a Minimum Liquidity, as defined in the Credit Agreement, of not less than $3.0 million. At October 31, 2016, the Company’s Minimum Liquidity was $7.6 million. o The quarterly Cash Burn, as defined in the Credit Agreement, must be greater than zero. During the three months ended October 31, 2016, the Cash Burn was positive in the amount of $0.8 million. As of October 31, 2015, the Credit Agreement was amended to redefine Cash Burn and add a definition for Liquidity (the “amendment”). Under the amendment, the determination of Cash Burn during a fiscal quarter excludes capital expenditures provided that Liquidity exceeds $7 million as of the last day of the fiscal quarter. As of October 31, 2016, Liquidity as defined was $70.7 million. |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 3 Months Ended |
Oct. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7 – Accrued Liabilities and Other Current Liabilities Accrued liabilities consist of the following: October 31, July 31, Payroll, benefits, and commissions $ 5,181 $ 3,956 Legal fee expense 252 954 Professional fees 577 503 Research and development 300 300 Other 2,203 2,498 $ 8,513 $ 8,211 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Oct. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 8 – Other Liabilities Other liabilities consist of the following: October 31, July 31, Capital lease obligations, net of short term $ 689 $ 794 Accrued legal settlement 400 800 Installment loans, net of short term 114 105 $ 1,203 $ 1,699 As of October 31, 2016, future minimum payments under the capital leases, net of interest of $254 aggregates $987 including a short term debt portion of $298 included in other current liabilities. Future minimum payments under the installment loans aggregate $341, including a short term portion of $227 included in other current liabilities. A total of $0.8 million is included in other current liabilities and in other liabilities as accrued legal settlement which is further discussed in Note 12 - Contingencies. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Oct. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 – Stockholders’ Equity Controlled Equity Offering On March 28, 2013, the Company entered into a Controlled Equity Offering SM On December 31, 2014, the Sales Agreement was amended in order for the Company to offer and sell, through Cantor, acting as agent, additional shares of Common Stock having an aggregate offering price of $20.0 million. In connection with the amendment to the Sales Agreement, the Company also filed with the Security and Exchange Commission (“SEC”) a prospectus supplement dated December 31, 2014. Most recently with respect to the Sales Agreement, the Company filed a “shelf” registration and prospectus supplement dated September 1, 2016 which was declared effective by the SEC on November 3, 2016. During the three months ended October 31, 2016 and 2015, the Company did not sell any shares of Common Stock under the Sales Agreement. Share-based compensation The Company has an incentive stock option and restricted stock award plan (the “2005 Plan”), and a long term incentive share award plan, (the “2011 Incentive Plan”), which are more fully described in Note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016. The 2011 Plan, which is the only plan from which awards may now be granted, provides for the award to eligible employees, officers, directors, consultants and other persons of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance awards, and other stock-based awards. The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended 2016 2015 Stock options $ 146 $ 104 Restricted stock 5 7 $ 151 $ 111 The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statements of operations: Three months ended 2016 2015 Cost of clinical laboratory services $ 2 $ 1 Research and development — — Selling, general and administrative 149 110 $ 151 $ 111 No excess tax benefits were recognized during the three month periods ended October 31, 2016 and 2015. Stock Option Plans The following table summarizes stock option activity during the three month period ended October 31, 2016: Options Weighted Weighted Aggregate Outstanding at July 31, 2016 1,808,875 $ 3.43 Awarded — $ — Exercised (10,667 ) $ 4.66 $ 64 Cancelled or expired (5,000 ) $ 4.47 Outstanding at end of period 1,793,208 $ 3.43 1.4 years $ 4,849 Exercisable at end of period 1,083,640 $ 2.95 1.0 years $ 3,413 As of October 31, 2016, the total future compensation cost related to non-vested options, not yet recognized in the statements of operations, was $0.6 million and the weighted average period over which the remaining expense of these awards is expected to be recognized is thirteen months. The intrinsic value of in the money stock option awards that are vested at the end of the period represents the Company’s closing stock price on the last trading day of the period in excess of the exercise price multiplied by the number of options that vested. Restricted Stock Awards A summary of the activity pursuant to the Company’s unvested restricted stock awards for the three months ended October 31, 2016 is as follows: Awards Weighted Outstanding at July 31, 2016 8,501 $ 4.13 Awarded — $ — Vested (1,501 ) $ (3.89 ) Forfeited — $ — Unvested at end of period 7,000 $ 3.03 The fair value of a restricted stock award is determined based on the closing stock price on the award date. As of October 31, 2016, there was approximately $0.1 million of unrecognized compensation cost related to unvested restricted stock-based compensation to be recognized over a weighted average remaining period of approximately thirteen months. The fair value of the awards that vested during the three months ended October 31, 2016 and 2015 was $8 and $21, respectively. The total number of shares available for grant as equity awards from the 2011 Incentive Plan is approximately 823,000 shares as of October 31, 2016. |
Income taxes
Income taxes | 3 Months Ended |
Oct. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 10 - Income taxes At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate provision for the three months ended October 31, 2016 was 1.4% compared to 1.9% for the three months ended October 31, 2015. The tax provision for the periods was based on state, local and foreign taxes. The Company’s effective tax rate for both periods differed from the expected net operating loss carryforward benefit at the U.S. federal statutory rate of 34% primarily due to the inability to recognize such benefit. The carryforward benefit cannot be recognized because of uncertainties relating to future taxable income in terms of both its timing and its sufficiency, which would enable the Company to realize the federal carryforward benefit. The Company files a consolidated Federal income tax return. The Company files combined returns with California, Michigan and New York State and City for certain subsidiaries. Other subsidiaries file separate state and foreign tax returns. |
Segment reporting
Segment reporting | 3 Months Ended |
Oct. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 11 – Segment reporting The Company has three reportable segments: Clinical Labs, Life Sciences, and Therapeutics. The Clinical Labs segment provides diagnostic services to the health care community. The Life Sciences segment develops, manufactures, and markets products to research and pharmaceutical customers. The Therapeutic segment conducts research and development activities for therapeutic drug candidates. The Company evaluates segment performance based on segment income (loss) before taxes. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative costs which are not allocable to the three reportable segments. Legal fee expense incurred to defend the Company’s intellectual property and other general corporate matters is considered a component of the Other segment. Legal fee expense specific to other segments’ activities has been allocated to those segments. Legal settlements, net represent activities for which royalties would have been received by the Company’s Life Sciences segment had the Company had agreements in place with plaintiffs for the patents or products covered by the settlements. Management of the Company assesses assets on a consolidated basis only and, therefore, assets by reportable segment have not been included in the reportable segments below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended July 31, 2016. The following financial information represents the operating results of the reportable segments of the Company: Three months ended October 31, 2016 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 18,558 — — — $ 18,558 Product revenues — $ 7,426 — — 7,426 Royalty and license fee income — 300 — — 300 18,558 7,726 — — 26,284 Operating costs, expenses and legal settlements, net: Cost of clinical laboratory services 10,896 — — — 10,896 Cost of product revenues — 3,309 — — 3,309 Research and development — 627 $ 195 — 822 Selling, general and administrative 5,952 2,946 — $ 2,576 11,474 Provision for uncollectible accounts receivable 666 3 — — 669 Legal fee expense 52 12 — 308 372 Legal settlements, net — — — — — Total operating costs, expenses and legal settlements, net 17,566 6,897 195 2,884 27,542 Operating income (loss) 992 829 (195 ) (2,884 ) (1,258 ) Other income (expense): Interest (29 ) 10 — 65 46 Other 102 — — 17 119 Foreign exchange loss — (361 ) — — (361 ) Income (loss) before income taxes $ 1,065 $ 478 $ (195 ) $ (2,802 ) $ (1,454 ) Depreciation and amortization included above $ 401 $ 508 $ — $ 18 $ 927 Share-based compensation included in above: Cost of clinical laboratory services $ 2 — — — $ 2 Research and development — — — — — Selling, general and administrative 17 $ 11 — $ 121 149 Total $ 19 $ 11 $ — $ 121 $ 151 Capital expenditures $ 412 $ 102 $ — $ — $ 514 Three months ended October 31, 2015 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 17,090 — — — $ 17,090 Product revenues — $ 7,687 — — 7,687 Royalty and license fee income — 400 — — 400 17,090 8,087 — — 25,177 Operating costs, expenses and legal settlements, net: Cost of clinical laboratory services 10,332 — — — 10,332 Cost of product revenues — 3,611 — — 3,611 Research and development — 667 $ 200 — 867 Selling, general and administrative 5,286 3,059 — $ 1,880 10,225 Provision for uncollectible accounts receivable 708 (4 ) — — 704 Legal fee expense 9 (22 ) — 1,614 1,601 Legal settlement, net — (6,800 ) — — (6,800 ) Total operating costs, expenses and legal settlements, net 16,335 511 200 3,494 20,540 Operating income (loss) 755 7,576 (200 ) (3,494 ) 4,637 Other income (expense): Interest (19 ) 14 — (35 ) (40 ) Other 4 39 — 11 54 Foreign exchange loss — (130 ) — — (130 ) Income (loss) before income taxes $ 740 $ 7,499 $ (200 ) $ (3,518 ) $ 4,521 Depreciation and amortization included above $ 397 $ 530 $ — $ 23 $ 950 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — $ — — — — Selling, general and administrative 10 5 — $ 95 110 Total $ 11 $ 5 $ — $ 95 $ 111 Capital expenditures $ 437 $ 68 $ — $ — $ 505 |
Contingencies
Contingencies | 3 Months Ended |
Oct. 31, 2016 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | Note 12 – Contingencies On June 7, 2004, the Company and Enzo Life Sciences, Inc., filed suit in the United States District Court for the District of Connecticut against Applera Corporation and its wholly-owned subsidiary Tropix, Inc., which became Life Technologies, Inc. and was acquired by Thermo Fisher Scientific, Inc. (NYSE:TMO) on February 3, 2014. The complaint alleged infringement of six patents relating to DNA sequencing systems, labeled nucleotide products, and other technology. Yale University is the owner of four of the patents and the Company is the exclusive licensee. These four patents are commonly referred to as the “Ward” patents. On November 12, 2012, a jury in New Haven found that one of these patents (United States Patent No. 5,449,667) was infringed and not proven invalid. The jury awarded $48.5 million for this infringement. On January 6, 2014, the judge awarded prejudgment interest of approximately $12.5 million and additional post-interest on the full amount was also be awarded starting November 7, 2012 until the total award is satisfied. The final award to the Company could have been reduced or subject to possible claims from third parties. On March 16, 2015, the Court of Appeals for the Federal Circuit vacated that judgment in a decision remanding the matter to the district court for further proceedings. On February 22, 2016, the Connecticut District Court granted Applera’s motion for summary judgment of non-infringement. The Company appealed that decision. There can be no assurance that the Company will be successful in this litigation. Even if the Company is not successful, management does not believe that there will be a significant adverse monetary impact on the Company. As of August 1, 2014 the Company was engaged in litigation in the United States District Court for the Southern District of New York against Roche Diagnostic GmbH and its related company Roche Molecular Systems, Inc. (“Roche”), as declaratory judgment defendant. This case was commenced in May 2004. Roche seeks a declaratory judgment of non-breach of contract and patent invalidity against the Company. Roche has also asserted tort claims against the Company. The Company has asserted breach of contract and patent infringement causes of action against Roche. There has been extensive discovery in the case. In 2011, Roche moved for summary judgment of non-infringement regarding the Company’s patent claims. In 2012, the motion was granted in part and denied in part. In December 2012, Roche moved for summary judgment on the Company’s non-patent claims. Additional discovery was taken and the Company responded to the motions in May 2013. On December 6, 2013, the Court granted in part and denied in part Roche’s summary judgment motion. On October 22, 2014, the Court ordered that damages discovery concerning the Company’s remaining contract and patent claims and Roche’s claims should be completed by January 30, 2015, and expert discovery should be completed following the Court’s not-yet-issued claim construction ruling concerning the Company’s patent infringement claim against Roche. Roche dropped its tort claims during damages discovery. On April 28, 2015, the Court heard oral argument on claim construction issues. On May 8, 2015, Roche and the Company jointly moved the Court to extend the schedule for damages discovery until May 29, 2015, and the Court granted that motion. The parties are waiting for the Courts’ ruling on claim construction. The Company and Enzo Life Sciences intend to vigorously press their remaining claims and contest the claims against them. In 2012, the Company received a Subpoena Duces Tecum (the “Subpoena”) from the Department of Health and Human Services, Office of Inspector General (“OIG”). The Subpoena was issued as part of an investigation being conducted by the US Attorney’s Office for the Eastern District of New York in conjunction with the OIG. While a number of potential issues were raised initially by the government, the investigation came to focus primarily on an alleged failure to collect diagnosis codes from physicians who ordered tests through Enzo Clinical Labs. The time period initially covered by the investigation was from 2004 through 2011. In response to the Subpoena, the Company cooperated with the government. On September 22, 2014, the Company and the U.S. Department of Justice reached a settlement agreement to resolve this matter, in substantive form as disclosed in the Company’s fiscal quarter ended April 30, 2014. During the quarter ended April, 30, 2014, the Company recorded a charge of $2.0 million in the statement of operations under legal settlements, net within the Clinical Labs segment. The settlement amount is being paid with interest over a five-year period. The final settlement covers the time period 2004-2014. During the three months ended January 31, 2016, the Company accrued an additional $1.5 million, due to the Company’s achievement of certain financial milestones. As of October 31, 2016, the total liability for this settlement is $0.8 million, of which $0.4 million is included in other current liabilities and $0.4 million included in other liabilities. On June 20, 2014, the Company, as plaintiff finalized and executed a settlement agreement with PerkinElmer, Inc., and PerkinElmer Health Sciences, Inc. (formerly known as PerkinElmer Life Sciences, Inc.) (together, “PerkinElmer”), with respect to an action between the Company and PerkinElmer before the U.S. District Court, Southern District of New York, Case No 03-CV-3817. PerkinElmer paid $7.0 million in escrow pursuant to the agreement because of a former attorney’s charging lien for fees allegedly owed for past services rendered to the Company. On December 3, 2015, the Company entered into a Settlement Agreement with the former attorney pursuant to which the Company and the former attorney resolved their respective claims against each other. As of July 31, 2016, the Company received a total of approximately $7.0 million from the escrow referred to above in accordance with the terms of the Settlement Agreement which was included in the statement of operations under Legal settlements, net within the Life Science segment in that period. On July 2, 2015, the Company as Plaintiff executed a settlement agreement with Luminex Corporation with respect to an action between the Company and Abbott Laboratories and Abbott Molecular, Inc. (Defendants) and Luminex Corporation (Intervening Defendant) before the United States District Court for the District of Delaware for alleged patent infringement. Luminex paid the Company a total of $7.1 million as consideration for this agreement and the dismissal of the litigation against Luminex. The case against the Abbott defendants continues. The parties have not begun summary judgement briefing because the court has not set a briefing schedule. The court also has not set a trial date. On July 20, 2015, the Company as a Plaintiff finalized and executed a settlement agreement with Siemens Healthcare Diagnostics Inc. (“Siemens”) to settle a patent litigation lawsuit before the U.S. District Court for the District of Delaware in the amount of $6.7 million, net. Under terms of the agreement, Siemens will also pay the Company additional royalties of $1.0 million per annum on sales of its molecular products manufactured and/or sold in the United States during the its fiscal years 2015 through 2019 if sales of such products exceed a contractual amount. The net settlement amount was included in other receivables in the consolidated balance sheet as of July 31, 2015 and was received in August 2015. On October 9, 2015, the Company reached and finalized a settlement with Affymetrix, Inc. in the amount of $6.8 million, net in a patent infringement action brought by the Company. On January 4, 2016, the Company reached and finalized a settlement agreement with Agilent Technologies, Inc. in the amount of $6.1 million, net in a patent infringement action brought by the Company. Both cases were originally brought by the Company in the United States District Court for the District of Delaware. The settlements were included in the statement of operations during the applicable fiscal period under Legal settlements, net within the Life Science segment. On May 16, 2016, the Company reached and finalized a settlement with Life Technologies Corporation in the amount of $24.3 million, net in an infringement action brought by the Company regarding its US Patents No. 6,992,180 and 7,064,197. On July 1, 2016, the Company reached and finalized a settlement with Illumina, Inc., in the amount of $14.5 million, net in an infringement action brought by the Company regarding US Patent No. 7,064,197. These cases were originally brought by the Company in the United States District Court for the District of Delaware. The settlements are included in the statement of operations under Legal settlements, net within the Life Science segment. As of October 31, 2016, there are seven pending cases originally brought by the Company in the United States District Court for the District of Delaware alleging patent infringements against various companies. 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 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Effect of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-03 Interest – Imputation of Interest. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” In June 2016, the FASB issued ASU no. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: October 31, July 31, Raw materials $ 932 $ 951 Work in process 1,828 1,755 Finished products 4,488 4,265 $ 7,248 $ 6,971 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | The Company’s change in the net carrying amount of intangible assets, all in the Life Sciences segment is as follows: Gross Accumulated Amortization Net July 31, 2016 $ 27,650 $ (23,228 ) $ 4,422 Amortization expense — (412 ) (412 ) Foreign currency translation (190 ) 151 (39 ) October 31, 2016 $ 27,460 $ (23,489 ) $ 3,971 |
Schedule of Intangible Assets [Table Text Block] | Intangible assets, all finite lived, consist of the following: October 31, 2016 July 31, 2016 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (10,914 ) $ 113 $ 11,027 $ (10,905 ) $ 122 Customer relationships 12,011 (8,501 ) 3,510 12,122 (8,331 ) 3,791 Website and acquired content 1,004 (1,004 ) — 1,011 (1,011 ) — Licensed technology and other 470 (428 ) 42 485 (437 ) 48 Trademarks 2,948 (2,642 ) 306 3,005 (2,544 ) 461 Total $ 27,460 $ (23,489 ) $ 3,971 $ 27,650 $ (23,228 ) $ 4,422 |
Schedule of Useful Lives For Acquisitions [Table Text Block] | At October 31, 2016, information with respect to intangibles assets acquired is as follows: Useful life assigned Weighted average remaining useful life Customer relationships 8-15 years 4 years Trademarks 5 years 1 year Other intangibles 10 years 3 years |
Accrued Liabilities and Other23
Accrued Liabilities and Other Current Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consist of the following: October 31, July 31, Payroll, benefits, and commissions $ 5,181 $ 3,956 Legal fee expense 252 954 Professional fees 577 503 Research and development 300 300 Other 2,203 2,498 $ 8,513 $ 8,211 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of Other Liabilities [Table Text Block] | Other liabilities consist of the following: October 31, July 31, Capital lease obligations, net of short term $ 689 $ 794 Accrued legal settlement 400 800 Installment loans, net of short term 114 105 $ 1,203 $ 1,699 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended 2016 2015 Stock options $ 146 $ 104 Restricted stock 5 7 $ 151 $ 111 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table sets forth the amount of expense related to share-based payment arrangements included in specific line items in the accompanying statements of operations: Three months ended 2016 2015 Cost of clinical laboratory services $ 2 $ 1 Research and development — — Selling, general and administrative 149 110 $ 151 $ 111 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity during the three month period ended October 31, 2016: Options Weighted Weighted Aggregate Outstanding at July 31, 2016 1,808,875 $ 3.43 Awarded — $ — Exercised (10,667 ) $ 4.66 $ 64 Cancelled or expired (5,000 ) $ 4.47 Outstanding at end of period 1,793,208 $ 3.43 1.4 years $ 4,849 Exercisable at end of period 1,083,640 $ 2.95 1.0 years $ 3,413 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the activity pursuant to the Company’s unvested restricted stock awards for the three months ended October 31, 2016 is as follows: Awards Weighted Outstanding at July 31, 2016 8,501 $ 4.13 Awarded — $ — Vested (1,501 ) $ (3.89 ) Forfeited — $ — Unvested at end of period 7,000 $ 3.03 |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following financial information represents the operating results of the reportable segments of the Company: Three months ended October 31, 2016 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 18,558 — — — $ 18,558 Product revenues — $ 7,426 — — 7,426 Royalty and license fee income — 300 — — 300 18,558 7,726 — — 26,284 Operating costs, expenses and legal settlements, net: Cost of clinical laboratory services 10,896 — — — 10,896 Cost of product revenues — 3,309 — — 3,309 Research and development — 627 $ 195 — 822 Selling, general and administrative 5,952 2,946 — $ 2,576 11,474 Provision for uncollectible accounts receivable 666 3 — — 669 Legal fee expense 52 12 — 308 372 Legal settlements, net — — — — — Total operating costs, expenses and legal settlements, net 17,566 6,897 195 2,884 27,542 Operating income (loss) 992 829 (195 ) (2,884 ) (1,258 ) Other income (expense): Interest (29 ) 10 — 65 46 Other 102 — — 17 119 Foreign exchange loss — (361 ) — — (361 ) Income (loss) before income taxes $ 1,065 $ 478 $ (195 ) $ (2,802 ) $ (1,454 ) Depreciation and amortization included above $ 401 $ 508 $ — $ 18 $ 927 Share-based compensation included in above: Cost of clinical laboratory services $ 2 — — — $ 2 Research and development — — — — — Selling, general and administrative 17 $ 11 — $ 121 149 Total $ 19 $ 11 $ — $ 121 $ 151 Capital expenditures $ 412 $ 102 $ — $ — $ 514 Three months ended October 31, 2015 Clinical Life Therapeutics Other Consolidated Revenues: Clinical laboratory services $ 17,090 — — — $ 17,090 Product revenues — $ 7,687 — — 7,687 Royalty and license fee income — 400 — — 400 17,090 8,087 — — 25,177 Operating costs, expenses and legal settlements, net: Cost of clinical laboratory services 10,332 — — — 10,332 Cost of product revenues — 3,611 — — 3,611 Research and development — 667 $ 200 — 867 Selling, general and administrative 5,286 3,059 — $ 1,880 10,225 Provision for uncollectible accounts receivable 708 (4 ) — — 704 Legal fee expense 9 (22 ) — 1,614 1,601 Legal settlement, net — (6,800 ) — — (6,800 ) Total operating costs, expenses and legal settlements, net 16,335 511 200 3,494 20,540 Operating income (loss) 755 7,576 (200 ) (3,494 ) 4,637 Other income (expense): Interest (19 ) 14 — (35 ) (40 ) Other 4 39 — 11 54 Foreign exchange loss — (130 ) — — (130 ) Income (loss) before income taxes $ 740 $ 7,499 $ (200 ) $ (3,518 ) $ 4,521 Depreciation and amortization included above $ 397 $ 530 $ — $ 23 $ 950 Share-based compensation included in above: Cost of clinical laboratory services $ 1 — — — $ 1 Research and development — $ — — — — Selling, general and administrative 10 5 — $ 95 110 Total $ 11 $ 5 $ — $ 95 $ 111 Capital expenditures $ 437 $ 68 $ — $ — $ 505 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 | Jul. 31, 2015 |
Disclosure Text Block [Abstract] | |||
Unamortized Debt Issuance Cost Included In Prepaid Expenses | $ 7 | $ 28 | $ 28 |
Net income (loss) per share (De
Net income (loss) per share (Details) - shares | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Unvested Restricted Stock [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 720,000 | |
In the Money Stock Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 720,000 | |
Weighted Average Stock Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Included In Computation Of Earnings Per Share Amount | 125,000 | |
Outstanding Options [Member] | ||
Net income (loss) per share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 374,000 |
Supplemental disclosure for s29
Supplemental disclosure for statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income Taxes Paid | $ 954 | $ 27 |
Interest Paid | 58 | 41 |
Installment Loans Financed Amount | $ 69 | 38 |
Capital Lease Obligation Cost Basis | $ 157 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory, current - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Schedule of inventory, current [Abstract] | ||
Raw materials | $ 932 | $ 951 |
Work in process | 1,828 | 1,755 |
Finished products | 4,488 | 4,265 |
$ 7,248 | $ 6,971 |
Goodwill and intangible asset31
Goodwill and intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Jul. 31, 2016 | |
Goodwill and intangible assets (Details) [Line Items] | ||
Goodwill | $ 7,452 | $ 7,452 |
Clinical Labs [Member] | ||
Goodwill and intangible assets (Details) [Line Items] | ||
Goodwill | $ 7,452 | $ 7,452 |
Intangible Assets, Amortization Period [Member] | ||
Goodwill and intangible assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Goodwill and intangible asset32
Goodwill and intangible assets (Details) - Schedule of indefinite-lived intangible assets - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||
July 31, 2016 | $ 27,650 | |
July 31, 2016 | (23,228) | |
July 31, 2016 | 4,422 | |
Amortization expense | (412) | $ (423) |
Amortization expense | (412) | $ (423) |
October 31, 2016 | 27,460 | |
October 31, 2016 | (23,489) | |
October 31, 2016 | 3,971 | |
Life Sciences [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
July 31, 2016 | 27,650 | |
July 31, 2016 | (23,228) | |
July 31, 2016 | 4,422 | |
Amortization expense | (412) | |
Amortization expense | (412) | |
Foreign currency translation | (190) | |
Foreign currency translation | 151 | |
Foreign currency translation | (39) | |
October 31, 2016 | 27,460 | |
October 31, 2016 | (23,489) | |
October 31, 2016 | $ 3,971 |
Goodwill and intangible asset33
Goodwill and intangible assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 27,460 | $ 27,650 |
Finite-lived intangible assets, Accumulated Amortization | (23,489) | (23,228) |
Finite-lived intangible assets, Net | 3,971 | 4,422 |
Patents [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 11,027 | 11,027 |
Finite-lived intangible assets, Accumulated Amortization | (10,914) | (10,905) |
Finite-lived intangible assets, Net | 113 | 122 |
Customer Relationships [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 12,011 | 12,122 |
Finite-lived intangible assets, Accumulated Amortization | (8,501) | (8,331) |
Finite-lived intangible assets, Net | 3,510 | 3,791 |
Website And Acquired Content [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 1,004 | 1,011 |
Finite-lived intangible assets, Accumulated Amortization | (1,004) | (1,011) |
Licensed Technology And Other [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 470 | 485 |
Finite-lived intangible assets, Accumulated Amortization | (428) | (437) |
Finite-lived intangible assets, Net | 42 | 48 |
Trademarks [Member] | ||
Goodwill and intangible assets (Details) - Schedule of intangible assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,948 | 3,005 |
Finite-lived intangible assets, Accumulated Amortization | (2,642) | (2,544) |
Finite-lived intangible assets, Net | $ 306 | $ 461 |
Goodwill and intangible asset34
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions | 3 Months Ended |
Oct. 31, 2016 | |
Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Weighted average remaining useful life | 4 years |
Trademarks [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 5 years |
Weighted average remaining useful life | 1 year |
Other Intangible Assets [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 10 years |
Weighted average remaining useful life | 3 years |
Minimum [Member] | Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 8 years |
Maximum [Member] | Customer Relationships [Member] | |
Goodwill and intangible assets (Details) - Schedule of useful lives for acquisitions [Line Items] | |
Useful life assigned | 15 years |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Jul. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | |
Loan Payable (Details) [Line Items] | ||||
Line of Credit Facility Expiration Month and Year | December7, 2016 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | |||
Line of Credit Facility Additional Borrowings Capacity | 4,000,000 | |||
Unamortized Debt Issuance Expense | 281,000 | |||
Unamortized Debt Issuance Cost Included In Prepaid Expenses | $ 7,000 | $ 28,000 | $ 28,000 | |
LIBOR Rate Period | 3 months | |||
Debt Instrument, Description of Variable Rate Basis | three month LIBOR rate, with a floor of 1.25% plus an applicable margin of 4.0% | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
Debt Instrument Margin on Variable Rate | 4.00% | |||
Nominal Interest Rate | 5.25% | 5.25% | ||
Debt Instrument Increase in Interest Rate on Default | 3.00% | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||
Debt Instrument, Interest Rate During Period | 12.10% | 11.40% | ||
Line of Credit Facility Minimum Borrowings | $ 2,000,000 | |||
Long-term Line of Credit | 2,000,000 | $ 1,557,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 3,500,000 | |||
Line of Credit Facility Minimum Liquidity Requirement | 3,000,000 | |||
Line of Credit Facility Minimum Liquidity Current | 7,600,000 | |||
Line of Credit Facility Minimum Cash Burn | 0 | |||
Line of Credit Facility Cash Burn Current | 800,000 | |||
Line of Credit Facility Minimum Cash Burn Excluding Capital Expenditures | $ 7,000,000 | |||
Line of Credit Facility Cash Burn Current Excluding Capital Expenditures | 70,700,000 | |||
Clinical Labs [Member] | ||||
Loan Payable (Details) [Line Items] | ||||
Long-term Line of Credit | 2,000,000 | 2,000,000 | ||
Life Sciences [Member] | ||||
Loan Payable (Details) [Line Items] | ||||
Long-term Line of Credit | $ 1,600,000 | $ 1,600,000 |
Accrued Liabilities and Other36
Accrued Liabilities and Other Current Liabilities (Details) - Accrued liabilities - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Accrued liabilities [Abstract] | ||
Payroll, benefits, and commissions | $ 5,181 | $ 3,956 |
Legal fee expense | 252 | 954 |
Professional fees | 577 | 503 |
Research and development | 300 | 300 |
Other | 2,203 | 2,498 |
$ 8,513 | $ 8,211 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Other Liabilities (Details) [Line Items] | ||
Other Liabilities, Current | $ 926 | $ 943 |
Accrued Legal Settlement | 800 | |
Capital Lease Obligation [Member] | Clinical Labs [Member] | ||
Other Liabilities (Details) [Line Items] | ||
Capital Leases, Future Minimum Payments, Interest Included in Payments | 254 | |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 987 | |
Other Liabilities, Current | 298 | |
Installment Loans [Member] | Clinical Labs [Member] | ||
Other Liabilities (Details) [Line Items] | ||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 341 | |
Other Liabilities, Current | $ 227 |
Other Liabilities (Details) - S
Other Liabilities (Details) - Schedule of other liabilities - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Other Liabilities (Details) - Schedule of other liabilities [Line Items] | ||
Other liabilities | $ 1,203 | $ 1,699 |
Capital Lease Obligations [Member] | ||
Other Liabilities (Details) - Schedule of other liabilities [Line Items] | ||
Other liabilities | 689 | 794 |
Accrued Legal Settlement [Member] | ||
Other Liabilities (Details) - Schedule of other liabilities [Line Items] | ||
Other liabilities | 400 | 800 |
Installment Loans [Member] | ||
Other Liabilities (Details) - Schedule of other liabilities [Line Items] | ||
Other liabilities | $ 114 | $ 105 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2016 | Oct. 31, 2015 | Apr. 30, 2016 | Jul. 31, 2016 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Maximum Offering Price Under Sales Agreement | $ 20,000,000 | $ 20,000,000 | |||
Percentage of Commission Payable on Equity Offering | 3.00% | ||||
Excess Tax Benefit from Share-based Compensation, Financing Activities | $ 0 | $ 0 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 600,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 13 months | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 100,000 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Outstanding Weighted Average Remaining Contractual Terms | 13 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 8,000 | $ 21,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 823,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | $ 151 | $ 111 |
Options [Member] | ||
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | 146 | 104 |
Restricted Stocks [Member] | ||
Stockholders' Equity (Details) - Schedule of share-based compensation expense [Line Items] | ||
Stock Based Compensation Expense | $ 5 | $ 7 |
Stockholders' Equity (Details41
Stockholders' Equity (Details) - Schedule of share-based compensation expense by line item - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | $ 151 | $ 111 |
Cost of Clinical Laboratory Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | 2 | 1 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Payment Arrangement | $ 149 | $ 110 |
Stockholders' Equity (Details42
Stockholders' Equity (Details) - Schedule of stock option plans $ / shares in Units, $ in Thousands | 3 Months Ended |
Oct. 31, 2016USD ($)$ / sharesshares | |
Schedule of stock option plans [Abstract] | |
Outstanding at July 31, 2016 | shares | 1,808,875 |
Outstanding at July 31, 2016 | $ / shares | $ 3.43 |
Exercised | shares | (10,667) |
Exercised | $ / shares | $ 4.66 |
Exercised | $ | $ 64 |
Cancelled or expired | shares | (5,000) |
Cancelled or expired | $ / shares | $ 4.47 |
Outstanding at end of period | shares | 1,793,208 |
Outstanding at end of period | $ / shares | $ 3.43 |
Outstanding at end of period | 1 year 146 days |
Outstanding at end of period | $ | $ 4,849 |
Exercisable at end of period | shares | 1,083,640 |
Exercisable at end of period | $ / shares | $ 2.95 |
Exercisable at end of period | 1 year |
Exercisable at end of period | $ | $ 3,413 |
Stockholders' Equity (Details43
Stockholders' Equity (Details) - Schedule of restricted stock awards | 3 Months Ended |
Oct. 31, 2016$ / sharesshares | |
Schedule of restricted stock awards [Abstract] | |
Outstanding at July 31, 2016 | shares | 8,501 |
Outstanding at July 31, 2016 | $ / shares | $ 4.13 |
Vested | shares | (1,501) |
Vested | $ / shares | $ (3.89) |
Unvested at end of period | shares | 7,000 |
Unvested at end of period | $ / shares | $ 3.03 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 1.40% | 1.90% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 34.00% |
Segment reporting (Details)
Segment reporting (Details) | 3 Months Ended |
Oct. 31, 2016 | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Segment reporting (Details) - S
Segment reporting (Details) - Schedule of segment reporting information, by segment - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Revenues: | ||
Clinical laboratory services | $ 18,558 | $ 17,090 |
Product revenues | 7,426 | 7,687 |
Royalty and license fee income | 300 | 400 |
Total revenues | 26,284 | 25,177 |
Operating costs, expenses and legal settlements, net: | ||
Cost of clinical laboratory services | 10,896 | 10,332 |
Cost of product revenues | 3,309 | 3,611 |
Research and development | 822 | 867 |
Selling, general and administrative | 11,474 | 10,225 |
Provision for uncollectible accounts receivable | 669 | 704 |
Legal fee expense | 372 | 1,601 |
Legal settlements, net | (6,800) | |
Operating income (loss) | (1,258) | 4,637 |
Other income (expense): | ||
Other | 119 | 54 |
Foreign exchange gain (loss) | (361) | (130) |
Share-based compensation included in above: | ||
Share-based compensation | 151 | 111 |
Clinical Labs [Member] | ||
Revenues: | ||
Clinical laboratory services | 18,558 | 17,090 |
Total revenues | 18,558 | 17,090 |
Operating costs, expenses and legal settlements, net: | ||
Cost of clinical laboratory services | 10,896 | 10,332 |
Selling, general and administrative | 5,952 | 5,286 |
Provision for uncollectible accounts receivable | 666 | 708 |
Legal fee expense | 52 | 9 |
Total operating expenses | 17,566 | 16,335 |
Operating income (loss) | 992 | 755 |
Other income (expense): | ||
Interest | (29) | (19) |
Other | 102 | 4 |
Income (loss) before income taxes | 1,065 | 740 |
Depreciation and amortization included above | 401 | 397 |
Share-based compensation included in above: | ||
Capital expenditures | 412 | 437 |
Life Sciences [Member] | ||
Revenues: | ||
Product revenues | 7,426 | 7,687 |
Royalty and license fee income | 300 | 400 |
Total revenues | 7,726 | 8,087 |
Operating costs, expenses and legal settlements, net: | ||
Cost of product revenues | 3,309 | 3,611 |
Research and development | 627 | 667 |
Selling, general and administrative | 2,946 | 3,059 |
Provision for uncollectible accounts receivable | 3 | (4) |
Legal fee expense | 12 | (22) |
Legal settlements, net | (6,800) | |
Total operating expenses | 6,897 | 511 |
Operating income (loss) | 829 | 7,576 |
Other income (expense): | ||
Interest | 10 | 14 |
Other | 39 | |
Foreign exchange gain (loss) | (361) | (130) |
Income (loss) before income taxes | 478 | 7,499 |
Depreciation and amortization included above | 508 | 530 |
Share-based compensation included in above: | ||
Capital expenditures | 102 | 68 |
Therapeutics [Member] | ||
Operating costs, expenses and legal settlements, net: | ||
Research and development | 195 | 200 |
Total operating expenses | 195 | 200 |
Operating income (loss) | (195) | (200) |
Other income (expense): | ||
Income (loss) before income taxes | (195) | (200) |
Other Segments [Member] | ||
Operating costs, expenses and legal settlements, net: | ||
Selling, general and administrative | 2,576 | 1,880 |
Legal fee expense | 308 | 1,614 |
Total operating expenses | 2,884 | 3,494 |
Operating income (loss) | (2,884) | (3,494) |
Other income (expense): | ||
Interest | 65 | (35) |
Other | 17 | 11 |
Income (loss) before income taxes | (2,802) | (3,518) |
Depreciation and amortization included above | 18 | 23 |
Consolidated [Member] | ||
Revenues: | ||
Clinical laboratory services | 18,558 | 17,090 |
Product revenues | 7,426 | 7,687 |
Royalty and license fee income | 300 | 400 |
Total revenues | 26,284 | 25,177 |
Operating costs, expenses and legal settlements, net: | ||
Cost of clinical laboratory services | 10,896 | 10,332 |
Cost of product revenues | 3,309 | 3,611 |
Research and development | 822 | 867 |
Selling, general and administrative | 11,474 | 10,225 |
Provision for uncollectible accounts receivable | 669 | 704 |
Legal fee expense | 372 | 1,601 |
Legal settlements, net | (6,800) | |
Total operating expenses | 27,542 | 20,540 |
Operating income (loss) | (1,258) | 4,637 |
Other income (expense): | ||
Interest | 46 | (40) |
Other | 119 | 54 |
Foreign exchange gain (loss) | (361) | (130) |
Income (loss) before income taxes | (1,454) | 4,521 |
Depreciation and amortization included above | 927 | 950 |
Share-based compensation included in above: | ||
Capital expenditures | 514 | 505 |
Cost of Clinical Laboratory Services [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 2 | 1 |
Cost of Clinical Laboratory Services [Member] | Clinical Labs [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 2 | 1 |
Cost of Clinical Laboratory Services [Member] | Consolidated [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 2 | 1 |
Selling, General and Administrative Expenses [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 149 | 110 |
Selling, General and Administrative Expenses [Member] | Clinical Labs [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 17 | 10 |
Selling, General and Administrative Expenses [Member] | Life Sciences [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 11 | 5 |
Selling, General and Administrative Expenses [Member] | Other Segments [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 121 | 95 |
Selling, General and Administrative Expenses [Member] | Consolidated [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 149 | 110 |
Total [Member] | Clinical Labs [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 19 | 11 |
Total [Member] | Life Sciences [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 11 | 5 |
Total [Member] | Other Segments [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | 121 | 95 |
Total [Member] | Consolidated [Member] | ||
Share-based compensation included in above: | ||
Share-based compensation | $ 151 | $ 111 |
Contingencies (Details)
Contingencies (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||||||||
Jul. 31, 2016USD ($) | May 31, 2016USD ($) | Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Nov. 30, 2012 | Jun. 30, 2004 | Oct. 31, 2016USD ($) | Jan. 31, 2016USD ($) | Apr. 30, 2014USD ($) | Jun. 20, 2014USD ($) | |
Contingencies (Details) [Line Items] | |||||||||||
Gain Contingency, Patents Allegedly Infringed upon, Number | 6 | ||||||||||
Number of Licensee Patents | 4 | ||||||||||
Gain Contingency, Patents Found Not Infringed upon, Number | 1 | ||||||||||
Gain Contingencies Prejudgement Interest | $ 12.5 | ||||||||||
Number Of Pending Cases | 7 | ||||||||||
Perkin Elmer [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Escrow Deposit | $ 7 | ||||||||||
Luminex [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | $ 7.1 | ||||||||||
Siemens [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 6.7 | ||||||||||
Royalty Revenue | $ 1 | ||||||||||
Affymetrix Inc [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Payments for Legal Settlements | $ 6.8 | ||||||||||
Agilent Technologies, Inc [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Payments for Legal Settlements | $ 6.1 | ||||||||||
Life Technologies Corporation [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Payments for Legal Settlements | $ 24.3 | ||||||||||
Illumina Inc [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Payments for Legal Settlements | $ 14.5 | ||||||||||
Subpoena [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Investigation Period | The time periodinitially covered by the investigation was from 2004 through 2011. | ||||||||||
Estimated Litigation Settlement Amount | $ 2 | ||||||||||
Period Over Which Settlement Amount Has to Be Paid | 5 years | ||||||||||
Additional Payment of Litigation Settlement Amount | $ 1.5 | ||||||||||
Total liability for settlement agreement | $ 0.8 | ||||||||||
Current liability for settlement agreement | 0.4 | ||||||||||
Other liability for settlement agreement | $ 0.4 | ||||||||||
Minimum [Member] | Siemens [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement Period | 2,015 | ||||||||||
Minimum [Member] | Subpoena [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement Period | 2,004 | ||||||||||
Maximum [Member] | Siemens [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement Period | 2,019 | ||||||||||
Maximum [Member] | Subpoena [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Litigation Settlement Period | 2,014 | ||||||||||
Indemnification Agreement [Member] | |||||||||||
Contingencies (Details) [Line Items] | |||||||||||
Gain Contingency, Unrecorded Amount | $ 48.5 |