Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Apr. 30, 2022 | Jun. 06, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ENZO BIOCHEM INC | |
Trading Symbol | ENZ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Entity Common Stock, Shares Outstanding | 48,720,454 | |
Amendment Flag | false | |
Entity Central Index Key | 0000316253 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Apr. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly 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 | 527 Madison Ave | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 583-0100 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock $0.01 par | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,130 | $ 13,524 |
Marketable securities | 29,978 | |
Accounts receivable, net | 11,761 | 10,198 |
Inventories | 14,934 | 12,652 |
Prepaid expenses | 4,474 | 4,230 |
Total current assets | 62,299 | 70,582 |
Property, plant, and equipment, net | 17,545 | 16,585 |
Right-of-use assets | 14,962 | 17,020 |
Goodwill | 7,452 | 7,452 |
Intangible assets, net | 29 | 244 |
Other, including restricted cash of $1,000 at April 30, 2022 and $750 at July 31, 2021 | 1,617 | 1,808 |
Total assets | 103,904 | 113,691 |
Current liabilities: | ||
Accounts payable – trade | 7,664 | 8,123 |
Accrued liabilities | 13,629 | 14,301 |
Current portion of operating lease liabilities | 3,171 | 3,419 |
Other current liabilities and finance leases short term | 238 | 233 |
Total current liabilities | 24,702 | 26,076 |
Finance leases long term and other liabilities | 59 | 115 |
Operating lease liabilities, non-current | 12,779 | 14,558 |
Long term debt – net | 4,177 | 4,356 |
Total liabilities | 41,717 | 45,105 |
Commitments and contingencies – see Note 12 | ||
Stockholders’ equity: | ||
Preferred Stock, $.01 par value; authorized 25,000,000 shares; no shares issued or outstanding | ||
Common Stock, $.01 par value; authorized 75,000,000 shares; shares issued and outstanding: 48,720,454 at April 30, 2022 and 48,471,771 at July 31, 2021 | 487 | 485 |
Additional paid-in capital | 339,023 | 337,126 |
Accumulated deficit | (280,205) | (270,377) |
Accumulated other comprehensive income | 2,882 | 1,352 |
Total stockholders’ equity | 62,187 | 68,586 |
Total liabilities and stockholders’ equity | $ 103,904 | $ 113,691 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Apr. 30, 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 (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 26,222 | $ 32,797 | $ 86,787 | $ 92,918 |
Operating costs and expenses: | ||||
Cost of revenues | 16,049 | 16,751 | 49,160 | 49,154 |
Research and development | 1,133 | 836 | 2,697 | 2,388 |
Selling, general and administrative | 11,442 | 12,082 | 36,960 | 33,109 |
Legal and related expense, net | 734 | 1,061 | 4,861 | 3,993 |
Total operating costs and expenses | 29,358 | 30,730 | 93,678 | 88,644 |
Operating (loss) income | (3,136) | 2,067 | (6,891) | 4,274 |
Other income (expense): | ||||
Interest, net | 54 | 60 | 161 | (40) |
Other | (716) | (88) | (1,211) | (55) |
Foreign exchange (loss) gain | (1,056) | (33) | (1,887) | 428 |
Total other (expense) income | (1,718) | (61) | (2,937) | 333 |
(Loss) income before income taxes | (4,854) | 2,006 | (9,828) | 4,607 |
Income taxes | ||||
Net (loss) income | $ (4,854) | $ 2,006 | $ (9,828) | $ 4,607 |
Basic (in Dollars per share) | $ (0.1) | $ 0.04 | $ (0.2) | $ 0.1 |
Basic (in Shares) | 48,713 | 48,391 | 48,552 | 48,097 |
Diluted (in Dollars per share) | $ (0.1) | $ 0.04 | $ (0.2) | $ 0.1 |
Diluted (in Shares) | 48,713 | 48,788 | 48,552 | 48,201 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (4,854) | $ 2,006 | $ (9,828) | $ 4,607 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | 911 | (2) | 1,530 | (413) |
Comprehensive (loss) income | $ (3,943) | $ 2,004 | $ (8,298) | $ 4,194 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Jul. 31, 2020 | $ 479 | $ 334,473 | $ (278,252) | $ 1,681 | $ 58,381 |
Balance (in Shares) at Jul. 31, 2020 | 47,895,050 | ||||
Net income (loss) for the period ended | 4,607 | 4,607 | |||
Share-based compensation charges | 640 | 640 | |||
Exercise of stock options | $ 1 | 96 | 97 | ||
Exercise of stock options (in Shares) | 34,667 | ||||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 817 | ||||
Issuance of common stock for bonus payments | $ 3 | 872 | 875 | ||
Issuance of common stock for bonus payments (in Shares) | 332,700 | ||||
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 | (413) | (413) | |||
Balance at Apr. 30, 2021 | $ 485 | 336,859 | (273,645) | 1,268 | 64,967 |
Balance (in Shares) at Apr. 30, 2021 | 48,471,771 | ||||
Balance at Jan. 31, 2021 | $ 482 | 335,688 | (275,651) | 1,270 | 61,789 |
Balance (in Shares) at Jan. 31, 2021 | 48,227,750 | ||||
Net income (loss) for the period ended | 2,006 | 2,006 | |||
Share-based compensation charges | 297 | 297 | |||
Exercise of stock options | $ 1 | 96 | 97 | ||
Exercise of stock options (in Shares) | 34,667 | ||||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 817 | ||||
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 | (2) | (2) | |||
Balance at Apr. 30, 2021 | $ 485 | 336,859 | (273,645) | 1,268 | 64,967 |
Balance (in Shares) at Apr. 30, 2021 | 48,471,771 | ||||
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) for the period ended | (9,828) | (9,828) | |||
Share-based compensation charges | 1,057 | 1,057 | |||
Exercise of stock options | 28 | 28 | |||
Exercise of stock options (in Shares) | 11,300 | ||||
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 | 1,530 | 1,530 | |||
Balance at Apr. 30, 2022 | $ 487 | 339,023 | (280,205) | 2,882 | 62,187 |
Balance (in Shares) at Apr. 30, 2022 | 48,720,454 | ||||
Balance at Jan. 31, 2022 | $ 485 | 338,021 | (275,351) | 1,971 | 65,126 |
Balance (in Shares) at Jan. 31, 2022 | 48,471,771 | ||||
Net income (loss) for the period ended | (4,854) | (4,854) | |||
Share-based compensation charges | 162 | 162 | |||
Exercise of stock options | 28 | 28 | |||
Exercise of stock options (in Shares) | 11,300 | ||||
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 | 911 | 911 | |||
Balance at Apr. 30, 2022 | $ 487 | $ 339,023 | $ (280,205) | $ 2,882 | $ 62,187 |
Balance (in Shares) at Apr. 30, 2022 | 48,720,454 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (9,828) | $ 4,607 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization of property, plant and equipment | 1,910 | 1,724 |
Amortization of intangible assets | 228 | 244 |
Share-based compensation charges | 1,057 | 640 |
Share-based 401(k) employer match expense | 645 | 559 |
Foreign exchange loss (gain) | 1,788 | (494) |
Realized loss on marketable securities | 1,283 | |
Unrealized loss on marketable securities | 91 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,556) | (2,292) |
Inventories | (2,273) | (3,159) |
Prepaid expenses and other assets | 179 | 29 |
Accounts payable – trade | (458) | (2,473) |
Accrued liabilities, other current liabilities and other liabilities | (495) | 803 |
Total adjustments | 2,308 | (4,328) |
Net cash (used in) provided by operating activities | (7,520) | 279 |
Cash flows from investing activities: | ||
Sales of marketable securities | 28,695 | |
Purchases of marketable securities | (30,023) | |
Capital expenditures | (3,103) | (2,870) |
Net cash provided by (used in) investing activities | 25,592 | (32,893) |
Cash flows from financing activities: | ||
Repayments under mortgage agreement and finance leases | (173) | (283) |
Proceeds from exercise of stock options | 28 | 97 |
Net cash used in financing activities | (145) | (186) |
Effect of exchange rate changes on cash and cash equivalents | (71) | 24 |
Increase (decrease) in cash and cash equivalents and restricted cash | 17,856 | (32,776) |
Cash and cash equivalents and restricted cash - beginning of period | 14,274 | 48,615 |
Total cash and cash equivalents and restricted cash - end of period | 32,130 | 15,839 |
The composition of total cash and cash equivalents and restricted cash is as follows: | ||
Cash and cash equivalents | 31,130 | 15,089 |
Restricted cash included in other assets | 1,000 | 750 |
Total cash and cash equivalents and restricted cash | $ 32,130 | $ 15,839 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation The accompanying consolidated financial statements include the accounts of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Life Sciences, Enzo Clinical Labs, Enzo Therapeutics, Enzo Realty LLC and Enzo Realty II LLC, collectively or with one or more of its subsidiaries referred to as the “Company” or “Companies”. The Company has three reportable segments: Clinical Services, Products, and Therapeutics. The consolidated balance sheet as of April 30, 2022, the consolidated statements of operations, comprehensive (loss) income and stockholders’ equity for the three and nine months ended April 30, 2022 and 2021, and the consolidated statements of cash flows for the nine months ended April 30, 2022 and 2021 (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, 2021 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, 2021 has been derived from the audited financial statements at that date. The results of operations for the three and nine months ended April 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2022. While the rate of transmission of COVID-19 and its variants is on the decline in the US and the economy has begun to open, it continues to spread in other parts of the world and negatively impacts the world economy. 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, customers of our products remaining closed or continuing to curtail their operations (voluntarily or in response to government orders), 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 the Company anticipates that COVID-19 will continue to impact its business for the rest of fiscal 2022 and potentially beyond, the Company expects that increases in vaccination rates and booster shots, the development of new therapeutics and greater availability of rapid COVID-19 tests will likely result in a continued, significant decline in demand for its COVID-19 testing. As a result, COVID-19 testing volume in fiscal year 2022 has not and likely will not match 2021 levels. Global supply chain issues due to the pandemic continue to hamper both the manufacturing of products within the life science segment as well as testing capabilities in the clinical laboratory. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. COVID-19 The extent to which the COVID-19 pandemic impacts the Company’s business and consolidated results of operations, financial position and cash flows will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the extent to which it will impact worldwide macroeconomic conditions including, but not limited to, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. 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 April 30, 2022 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s patient self-pay revenue concessions and credit losses in the Clinical Services segment, accounts receivable, inventories and the carrying value of goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. We expect COVID-19 testing volume will continue to decline in the quarters 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. Effect of New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the FASB issued 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, provided 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. Concentration Risk Other than the Medicare program, two providers whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMOs”) categories represent approximately 30% and 35% of Clinical Services net revenue for the three months ended April 30, 2022 and 2021 respectively, and 34% of Clinical Services net revenue for both the nine months ended April 30, 2022 and 2021. Other than the Medicare program, one provider whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMOs”) categories represents 20% of the Clinical Services net accounts receivable as of April 30, 2022. For the nine months ended April 30, 2022, the Life Sciences segment’s revenue includes $2,800 from one customer, representing 11% of its revenues for the nine month period. Income Taxes The Company accounts for income taxes under the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability method requires that any tax benefits recognized for net operating loss carry forwards and other items be reduced by a valuation allowance where it is not more likely than not the benefits will be realized in the foreseeable future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. It is the Company’s policy to provide for uncertain tax positions, if any, and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. We maintain a full valuation allowance on all tax assets and, as a consequence, do not provide any tax benefit for the fiscal 2022 period loss or any tax provision for the fiscal 2021 period pre-tax income. Fair Value Measurements The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Marketable securities The Company limits its credit risk associated with investments by investing in a mutual fund and an exchange traded fund (ETF) which hold highly rated corporate bonds, asset backed securities, municipal bonds, mortgage obligations and government obligations. These investments are classified as trading securities and are Level 1 fair value investments. During the three months ended of April 30, 2022, the Company sold all of its marketable securities, resulting in proceeds of $28,695, which is included in cash and cash equivalents. The Company recognized a realized loss - net on the sale of the marketable securities of $1,283 for the nine months ended April 30, 2022. The Company earned interest of $447 on the marketable securities over the holding period of the marketable securities. |
Net Income (loss) per share
Net Income (loss) per share | 9 Months Ended |
Apr. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net income (loss) per share | Note 2 – Net income (loss) per share Basic net income (loss) per share represents net income (loss) divided by the weighted average number of common shares outstanding during the period. As a result of the net loss for the three and nine months ended April 30, 2022, 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, restricted stock units, and unearned performance stock units because to do so would be antidilutive. For the three and nine months ended April 30, 2022, approximately 438,000 and 510,000 respectively, of potential common shares (“in the money options”), restricted stock units, and unearned performance stock units were excluded from the calculation of diluted (loss) per share. For the three and nine months ended April 30, 2021, approximately 47,000 and 23,000 weighted average stock options and unvested performance stock units were included in the calculation of diluted weighted average shares outstanding. For the three and nine months ended April 30, 2022, the effect of approximately 1,319,000 and 1,068,000 of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. For the three and nine months ended April 30, 2021, the effect of approximately 2,264,000 and 2,122,000 of outstanding “out of the money” options to purchase common shares were excluded from the calculation of diluted net income per share because their effect would be anti-dilutive. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Apr. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 3 – Revenue Recognition Clinical Services Revenue Service revenues in the Company’s clinical services business accounted for 71% of the Company’s total revenues for the three and nine months ended April 30, 2022, and 76% of the Company’s total revenues for the three and nine months ended April 30, 2021 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 (HMOs) Reimbursements from third party payers, primarily healthcare insurers and HMOs are based on negotiated fee-for-service schedules and on capitated payment rates. Revenues consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, which considers historical collection and denial experience and the terms of the Company’s contractual arrangements. Adjustments to the allowances, based on actual receipts from the third-party payers, are recorded upon settlement. Collection of the consideration the Company expects to receive is normally a function of providing complete and correct billing information to these third-party payers within the various filing deadlines, and typically occurs within 30 to 90 days of billing. Provided the Company has billed healthcare insurers accurately with complete information prior to the established filing deadline, there has historically been little to no collection risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and if so, will reserve accordingly for the billing. Third-party payers, including government programs, may decide to deny payment or recoup payments for testing that they contend was improperly billed or not medically necessary, against their coverage determinations, or for which they believe they have otherwise overpaid (including as a result of their own error), and we may be required to refund payments already received. Our revenues may be subject to adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance and changes by government agencies and payers in interpretations, requirements, and “conditions of participation” in various programs. Government Payer - Medicare Reimbursements from Medicare are based on fee-for-service schedules set by Medicare, which is funded by the government. Revenues consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from Medicare, which considers historical collection and denial experience and other factors. Adjustments to the allowances, based on actual receipts from the government payers, are recorded upon settlement. Collection of consideration the Company expects to receive is normally a function of providing the complete and correct billing information within the various filing deadlines and typically occurs within 60 days of billing. Provided the Company has billed the government payer accurately with complete information prior to the established filing deadline, there has historically been little to no collection risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and, if so, it will reserve accordingly for the billing. Patient self-pay Uninsured patients are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Coinsurance and deductible responsibilities based on fees negotiated with healthcare insurers are also billed to insured patients and included in this portfolio. Collection of billings from patients is subject to credit risk and ability of the patients to pay. Revenues consist of amounts billed net of discounts provided to uninsured patients in accordance with the Company’s policies and implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive from patients, which considers historical collection experience and other factors including current market conditions. Adjustments to the estimated allowances, based on actual receipts from the patients, are recorded upon settlement. Patient responsibility is invoiced and if it reaches 91 days outstanding, the account is sent to a collection agency for further processing. After the account has been with the collection agency for at least 105 days, and is determined to be uncollectable it is written off. The following table represents clinical services net revenues and percentages by type of customer: Three months ended Three months ended Revenue category Third-party payer $ 10,817 58 % $ 16,135 64 % Medicare 2,436 13 2,952 12 Patient self-pay 2,177 12 2,468 10 HMOs 3,200 17 3,463 14 Total $ 18,360 100 % $ 25,018 100 % Nine months ended Nine months ended Revenue category Third-party payer $ 36,962 60 % $ 44,138 63 % Medicare 7,949 13 10,265 15 Patient self-pay 6,727 11 6,524 9 HMOs 10,407 16 9,302 13 Total $ 62,045 100 % $ 70,229 100 % For the three and nine months ended April 30, 2022 and 2021, all of the Company’s clinical services revenues were generated within the United States. Products Revenue Products revenues consist of the sale of single-use products used in the identification of genomic information and are recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Payment terms for shipments to end-user and distributor customers may range from 30 to 90 days. Any claims for credit or return of goods may be made generally within 30 days of receipt. Revenues are reduced to reflect estimated credits and returns, although historically these adjustments have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. Products revenue by geography is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 4,422 $ 3,941 $ 15,039 $ 11,410 Europe 2,169 2,732 6,576 7,798 Asia Pacific 1,001 1,106 3,127 3,481 Products revenue $ 7,592 $ 7,779 $ 24,742 $ 22,689 |
Supplemental Disclosure for Sta
Supplemental Disclosure for Statement of Cash Flows | 9 Months Ended |
Apr. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosure for statement of cash flows | Note 4 - Supplemental disclosure for statement of cash flows During the nine months ended April 30, 2022 and 2021, interest paid by the Company was $167 and $177, respectively. For the nine months ended April 30, 2022 and 2021, the net reductions in the measurement of right of use assets and liabilities included in cash flows from operating activities was $29 and $67, respectively. The changes are included in changes in accrued liabilities, other current liabilities, and other liabilities in the statement of cash flows. For the nine months ended April 30, 2022 and 2021, tax on capital paid by the Company was $120 and $145, respectively. In January 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 | 9 Months Ended |
Apr. 30, 2022 | |
Inventories [Abstract] | |
Inventories | Note 5 – Inventories Inventories consist of the following: April 30, July 31, Raw materials $ 1,480 $ 1,062 Work in process 2,598 2,534 Finished products 10,856 9,056 $ 14,934 $ 12,652 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Note 6 – Goodwill and intangible assets Goodwill The Company’s net carrying amount of goodwill is in the Clinical Laboratory Services segment and is $7,452 as of April 30, 2022 and July 31, 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, 2021 $ 27,775 $ (27,531 ) $ 244 Amortization expense — (210 ) (210 ) Foreign currency translation (534 ) 529 (5 ) April 30, 2022 $ 27,241 $ (27,212 ) $ 29 Intangible assets, all finite-lived, consist of the following: April 30, 2022 July 31, 2021 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (11,027 ) $ — $ 11,027 (11,027 ) $ — Customer relationships 11,768 (11,739 ) 29 12,059 (11,815 ) 244 Website and acquired content 1,008 (1,008 ) — 1,025 (1,025 ) — Licensed technology and other 476 (476 ) — 494 (494 ) — Trademarks 2,962 (2,962 ) — 3,170 (3,170 ) — Total $ 27,241 $ (27,212 ) $ 29 $ 27,775 (27,531 ) $ 244 At April 30, 2022, information with respect to acquired intangibles is as follows: Useful life Weighted Customer relationships 8 -15 years 0.25 years At April 30, 2022, the weighted average remaining useful life of all intangible assets was less than three months. |
Long Term Debt
Long Term Debt | 9 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long term debt | Note 7 – Long term debt In connection with the purchase of our new facility in November 2018, a wholly-owned subsidiary (the “mortgagor subsidiary”) of the Company entered into a Fee Mortgage and Security Agreement (the “mortgage agreement”) with Citibank, N.A. (the “mortgagee”). The mortgage agreement provides for a loan of $4,500 for a term of 10 years, bears a fixed interest rate of 5.09% per annum and requires monthly mortgage payments of principal and interest of $30. Debt issuance costs of $72 are being amortized over the life of the mortgage agreement. The balance of unamortized debt issuance cost was $48 at April 30, 2022. At April 30, 2022, the balance owed by the subsidiary under the mortgage agreement was $4.0 million. The Company’s obligations under the mortgage agreement are secured by the new facility and by a $1,000 cash collateral deposit with the mortgagee as additional security. This restricted cash is included in other assets as of April 30, 2022. 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 a financial ratio covenant with a liquidity covenant. That liquidity covenant required 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% (or approximately $6 million at April 30, 2022) of the loan principal from $25 million previously, and (b) the collateral requirement would be increased from $0.75 million to $1.0 million. The Company increased the collateral deposit to $1.0 million in November 2021 and was in compliance as to the liquidity covenant as of April 30, 2022. In April 2020, our subsidiary in Switzerland received a loan of CHF 400 ($400, based on the foreign exchange rate as of April 30, 2022) from the Swiss government under the “Corona Krise” emergency loan program in response to the pandemic. This loan is uncollateralized, bears 0% interest, is due in 5 years, and may be repaid at any time. This loan is included in long term debt – net as of April 30, 2022. Minimum future annual principal payments under these agreements as of April 30, 2022 are as follows: July 31, Total 2022 $ 39 2023 160 2024 167 2025 541 2026 186 Thereafter 3,290 Total principal payments 4,383 Less: current portion, included in other current liabilities and finance leases short term (158 ) Unamortized mortgage cost (48 ) Long term debt - net $ 4,177 |
Leases
Leases | 9 Months Ended |
Apr. 30, 2022 | |
Leases Disclosure [Abstract] | |
Leases | Note 8 - 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 April 30, July 31, Assets Operating Right-of-use assets $ 14,962 $ 17,020 Finance Property, plant and equipment, net (a) 191 248 Total lease assets $ 15,153 $ 17,268 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,171 $ 3,419 Finance Finance leases short term 81 88 Non-current: Operating Operating lease liabilities, non-current 12,779 14,558 Finance Finance leases long term and other liabilities 59 110 Total lease liabilities $ 16,090 $ 18,175 (a) Accumulated amortization of finance lease assets was approximately $190 and $1,100 as of April 30, 2022 and July 31, 2021, respectively. Components of lease cost were as follows: Three months ended Nine months ended 2022 2021 2022 2021 Operating lease cost $ 1,085 $ 1,271 $ 3,372 $ 4,265 Finance lease cost: Amortization of leased assets 19 19 57 118 Interest on lease liabilities 3 3 8 12 Total lease cost $ 1,107 $ 1,293 $ 3,437 $ 4,395 The maturity of the Company’s lease liabilities as of April 30, 2022 is as follows: Maturity of lease liabilities, years ending July 31, Operating Finance Total 2022 $ 1,064 $ 22 $ 1,086 2023 3,735 88 3,823 2024 3,561 37 3,598 2025 3,299 — 3,299 2026 3,150 — 3,150 Thereafter 3,224 — 3,224 Total lease payments 18,033 147 18,180 Less: Interest (a) (2,083 ) (7 ) (2,090 ) Present value of lease liabilities $ 15,950 $ 140 $ 16,090 (a) Primarily calculated using the Company’s incremental borrowing rate. Lease term and discount rate for the nine months ended April 30 were as follows: Lease term and discount rate 2022 2021 Weighted-average remaining lease term (years): Operating leases 5.0 years 5.8 years Finance leases 1.7 years 2.7 years Weighted-average discount rate: Operating leases 4.97 % 4.97 % Finance leases 5.20 % 8.25 % See Note 4 for cash flow information on cash paid for amounts included in the measurement of lease liabilities for the three months ended April 30, 2022 and 2021. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Apr. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 9 – Accrued Liabilities Accrued liabilities consist of: April 30, July 31, Payroll, benefits, and commissions $ 6,445 $ 5,856 Professional fees 638 628 Legal 4,561 2,554 Deferred revenue — 2,675 Other 1,985 2,588 $ 13,629 $ 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 advance by CMS started April 2021 and was completed by April 2022. As of July 31, 2021, the deferred revenue related to the CMS payment advance was $1,847. 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 April 30, 2022 and July 31, 2021, the Company has established a reserve of $300 and $347 respectively, which is 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. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Apr. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity Controlled Equity Offering The Company has a Controlled Equity Offering SM In December 2014, the Sales Agreement was amended in order for the Company to offer and sell additional shares of Common Stock having an aggregate offering price of $20.0 million. In September 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 could have been 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. During the nine months ended April 30, 2021, the Company did not sell any shares of Common Stock under the Sales Agreement. Share-based compensation In January 2011, the Company’s stockholders approved the adoption of the 2011 Incentive Plan (the “2011 Plan”) for the issuance of equity awards, including, among others, options, restricted stock, 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 April 30, 2022, there were approximately 4,955,000 shares of common stock available for grant under the Amended and Restated 2011 Plan, as amended and restated. The amounts of share-based compensation expense recognized in the periods presented are as follows: Three months ended Nine months ended 2022 2021 2022 2021 Stock options $ 181 $ 297 $ 841 $ 638 Performance stock units (105 ) — 57 — Restricted stock units 86 — 159 2 $ 162 $ 297 $ 1,057 $ 640 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 Nine months ended 2022 2021 2022 2021 Selling, general and administrative $ 158 $ 258 $ 1,037 $ 574 Cost of revenues 4 39 20 66 $ 162 $ 297 $ 1,057 $ 640 During the nine months ended April 30, 2022, the Company recognized additional share-based compensation expense of $225 included in Selling, general and administrative expenses, for the modification of options awards affecting two members of the board of directors who resigned in January 2022. During the three and nine months ended April 30, 2022, the Company reversed $124 of share based compensation expense related to performance stock units awarded to a former executive officer, as vesting in the units is not probable. No excess tax benefits were recognized during the three and nine month periods ended April 30, 2022 and 2021. Stock Option Plans The following table summarizes stock option activity during the nine month period ended April 30, 2022: Options Weighted Weighted Aggregate Outstanding at July 31, 2021 2,504,563 $ 3.74 Awarded 1,100,750 $ 3.32 Exercised (11,300 ) 2.49 $ Cancelled or expired (406,396 ) $ 7.05 Outstanding at end of period 3,187,617 $ 3.18 2.4 years $ 179 Exercisable at end of period 1,794,399 $ 0.9 years $ 139 As of April 30, 2022, the total future compensation cost related to non-vested options, not yet recognized in the statements of operations, was $1,954 and the weighted average period over which the remaining expense of these awards is expected to be recognized is approximately twenty six months. The intrinsic value of in the money stock option awards at the end of the period represents the Company’s closing stock price on the last trading day of the period in excess of the exercise price multiplied by the number of outstanding options. Performance Stock Units To better align the long-term interest of executives with growing U.S. practices, beginning in fiscal 2018, the Company granted long-term incentive awards in the form of time-based stock options and performance-based stock units (“Performance Stock Units” or “PSUs”). The PSUs earned will be determined over a three-year performance period. The primary performance metrics will be revenue and Adjusted EBITDA growth. Payouts based on revenue and adjusted EBITDA goals will be modified based on Total Shareholder Return (“TSR”) performance relative to Enzo’s peer group. The PSU’s award 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 average revenue growth and adjusted EBITDA growth over the respective period. For the three and nine months ended April 30, 2022, the Company reversed cumulative accruals of $124 for a former officer whose vesting in the PSU is not considered probable, resulting in net PSU compensation (credit) expense of ($105) and $57, respectively. For the three and nine months ended April 30, 2021, the Company did not accrue any compensation expense for these PSUs as the achievement of the growth goals was deemed not probable at that time. As of April 30, 2022, two former officers forfeited a total of 14,500 PSUs awarded in fiscal 2019. The following table summarizes PSU’s granted and outstanding as of April 30, 2022: Grant Date Performance Total Grant Forfeitures Outstanding Fair 10/15/2019 7/31/2022 80,500 (14,500 ) 66,000 $ 222 10/19/2020 7/31/2023 98,600 — 98,600 $ 207 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 also awarded 117,189 RSUs to its 3 independent directors in April 2022 whose fair market value was $300. During the three and nine months ended April 30, 2022, the Company recognized shared based compensation expense of $86 and $159, respectively for these RSUs. The following table summarizes RSU activity during the nine month period ended April 30, 2022: Number of RSUs Weighted Weighted Aggregate Granted 377,189 $ 3.13 Vested — — Cancelled — $ — Outstanding at end of period 377,189 $ 3.18 2.36 years $ 1,181 Expected to vest at end of period 377,189 $ 2.36 years $ 1,181 See Note 13 for more information with respect to the appointment of the CEO. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Apr. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 11 – Segment reporting The Company has three reportable segments: Products, Clinical Services and Therapeutics. The Company’s Products segment develops, manufactures, and markets products to research and pharmaceutical customers. The Clinical Services segment provides diagnostic services to the health care community. The Company’s Therapeutics segment conducts research and development activities for therapeutic drug candidates. The Company evaluates segment performance based on segment income (loss) before taxes. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative costs which are not allocable to the three reportable segments. All intersegment activities are eliminated. Legal and related expenses incurred to defend the Company’s intellectual property, which may result in settlements recognized in another segment and other general corporate matters are considered a component of the Other segment. Legal and related expenses specific to other segments’ activities are allocated to those segments. Management of the Company assesses assets on a consolidated basis only and therefore, assets by reportable segment have not been included in the reportable segments below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The following financial information represents the operating results of the reportable segments of the Company: Three months ended April 30, 2022 Clinical Products Therapeutics Other Consolidated Revenues $ 18,630 $ 7,592 — — $ 26,222 Operating costs and expenses: Cost of revenues 11,180 4,869 — — 16,049 Research and development 666 458 9 — 1,133 Selling, general and administrative 6,756 2,786 — 1,900 11,442 Legal fee expense 12 10 — 712 734 Total operating costs and expenses 18,614 8,123 9 2,612 29,358 Operating income (loss) 16 (531 ) (9 ) (2,612 ) (3,136 ) Other income (expense): Interest, net (2 ) 10 — 46 54 Other 15 (2 ) — (729 ) (716 ) Foreign exchange loss — (1,056 ) — — (1,056 ) Net income (loss) $ 29 $ (1,579 ) $ (9 ) $ (3,295 ) $ (4,854 ) Depreciation and amortization included above $ 430 224 — 78 732 Share-based compensation included in above: Selling, general and administrative 38 1 — 119 158 Cost of revenues 4 — — — 4 Total $ 42 1 — 119 162 Capital expenditures $ 202 572 — 82 856 Three months ended April 30, 2021 Clinical Products Therapeutics Other Consolidated Revenues $ 25,018 $ 7,779 — — $ 32,797 Operating costs and expenses: Cost of revenues 12,733 4,018 — — 16,751 Research and development 173 643 $ 20 — 836 Selling, general and administrative 7,029 2,810 17 $ 2,226 12,082 Legal fee expenses 95 10 — 956 1,061 Total operating costs and expenses 20,030 7,481 37 3,182 30,730 Operating income (loss) 4,988 298 (37 ) (3,182 ) 2,067 Other income (expense): Interest, net (4 ) 11 — 53 60 Other 1 2 — (91 ) (88 ) Foreign exchange loss — (33 ) — — (33 ) Net income (loss) $ 4,985 $ 278 $ (37 ) $ (3,220 ) $ 2,006 Depreciation and amortization included above $ 399 $ 208 $ — $ 66 $ 673 Share-based compensation included in above: Selling, general and administrative 9 41 — 208 258 Cost of revenues 39 — — — 39 Total $ 48 $ 41 $ — $ 208 $ 297 Capital expenditures $ 1,544 $ 180 $ — $ 23 $ 1,747 Nine months ended April 30, 2022 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 62,045 $ 24,742 — — $ 86,787 Operating costs and expenses: Cost of revenues 34,969 14,191 — — 49,160 Research and development 762 1,901 $ 34 — 2,697 Selling, general and administrative 19,568 8,920 — $ 8,472 36,960 Legal and related expenses 217 23 — 4,621 4,861 Total operating costs and expenses 55,516 25,035 34 13,093 93,678 Operating income (loss) 6,529 (293 ) (34 ) (13,093 ) (6,891 ) Other income (expense): Interest, net (7 ) 28 — 140 161 Other 69 3 — (1,283 ) (1,211 ) Foreign exchange (loss) (1,887 ) — — (1,887 ) Net income (loss) $ 6,591 $ (2,149 ) $ (34 ) $ (14,236 ) $ (9,828 ) Depreciation and amortization included above $ 1,286 $ 626 $ — $ 226 $ 2,138 Share-based compensation included in above: Selling, general and administrative 74 2 — 961 1,037 Cost of revenues 20 — — — 20 Total $ 94 $ 2 $ — $ 961 $ 1,057 Capital expenditures $ 795 $ 1,788 $ — $ 520 $ 3,103 Nine months ended April 30, 2021 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 70,229 $ 22,689 — — $ 92,918 Operating costs and expenses: Cost of revenues 37,436 11,718 — — 49,154 Research and development 454 1,868 $ 66 — 2,388 Selling, general and administrative 19,552 7,848 50 $ 5,659 33,109 Legal and related expenses 191 16 — 3,786 3,993 Total operating costs and expenses 57,633 21,450 116 9,445 88,644 Operating income (loss) 12,596 1,239 (116 ) (9,445 ) 4,274 Other income (expense): Interest (14 ) 29 — (55 ) (40 ) Other 30 6 — (91 ) (55 ) Foreign exchange gain 428 — — 428 Net income (loss) $ 12,612 $ 1,702 $ (116 ) $ (9,591 ) $ 4,607 Depreciation and amortization included above $ 1,189 $ 581 $ — $ 198 $ 1,968 Share-based compensation included in above: Selling, general and administrative 28 73 — 473 574 Cost of revenues 66 — — — 66 Total $ 94 $ 73 $ — $ 473 $ 640 Capital expenditures $ 2,425 $ 378 $ — $ 67 $ 2,870 |
Contingencies
Contingencies | 9 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 12 Contingencies The Company has brought cases in the United States District Court for the District of Delaware (“the Court”), alleging patent infringement against various companies. In 2017, the Court ruled that the asserted claims of the ’180 and ’405 Patents are invalid for nonenablement in cases involving Abbott, Becton Dickinson, Gen-Probe, Hologic, and Roche. That ruling was affirmed by the United States Court of Appeals for the Federal Circuit (“Federal Circuit”) in June 2019. Enzo subsequently filed a petition for certiorari regarding the invalidity ruling for the ’180 and ’405 Patents in February 2020; the Supreme Court denied Enzo’s petition on March 30, 2020. There are currently two cases that were originally brought by the Company in the Court. In those two cases, Enzo alleges patent infringement against Becton Dickinson Defendants and Roche Defendants, respectively. The claims in those cases involve the ’197 Patent. Both cases are stayed. In separate inter partes review proceedings before the U.S. Patent and Trademark Office (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. 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 December 9, 2021, the Court granted the motion to dismiss except with respect to the counterclaim that Enzo violated the securities law by announcing on January 20, 2020 that it had decided to “delay” the 2019 annual meeting when it intended to convene and adjourn the meeting (the “Delay Statement”) and the counterclaims that the Company’s directors at that time violated Section 20(a) of the Exchange Act and breached their fiduciary duties in connection with the Delay Statement. The Court allowed HDF to move for leave to replead with respect to its counterclaims that were dismissed. On June 7, 2022, the Company, Drs. Hanna, Tagliaferri, and Walters, Ms. Fischer, Mr. Perlysky and Harbert executed a settlement agreement. A stipulation of dismissal with prejudice was so ordered by the Court on June 7, 2022. Pursuant to the terms of the Order: (i) all claims asserted by Harbert against the Company, Drs. Hanna, Tagliaferri, and Walter, Ms. Fischer, and Mr. Perlysky shall be dismissed with prejudice, and (ii) all claims asserted by the Company against Harbert shall be dismissed with prejudice. Messrs. Rabbani and Weiner did not execute the settlement agreement. 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. |
Appointment and Departure of Ce
Appointment and Departure of Certain Officers | 9 Months Ended |
Apr. 30, 2022 | |
Appointment and Departure of Certain Officers [Abstract] | |
Appointment and Departure of Certain Officers | Note 13 – Appointment and Departure of Certain Officers Effective November 8, 2021, Enzo appointed Hamid Erfanian as Chief Executive Officer and On January 21, 2022, Elazar Rabbani, Ph.D., the Company’s co-founder and Chief Executive Officer, was provided a notice of termination of his employment by the Company. His termination became effective April 21, 2022, which was 90 days from the date of notice. Dr. Rabbani remains a 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, for the three and nine months ended April 30, 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. 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.” As of April 30, 2022, the Company has not accrued any charges related to Mr. Weiner’s termination. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
COVID-19 | COVID-19 The extent to which the COVID-19 pandemic impacts the Company’s business and consolidated results of operations, financial position and cash flows will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the extent to which it will impact worldwide macroeconomic conditions including, but not limited to, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. 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 April 30, 2022 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s patient self-pay revenue concessions and credit losses in the Clinical Services segment, accounts receivable, inventories and the carrying value of goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. We expect COVID-19 testing volume will continue to decline in the quarters 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. |
Effect of New Accounting Pronouncements | Effect of New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the FASB issued 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, provided 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. |
Concentration Risk | Concentration Risk Other than the Medicare program, two providers whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMOs”) categories represent approximately 30% and 35% of Clinical Services net revenue for the three months ended April 30, 2022 and 2021 respectively, and 34% of Clinical Services net revenue for both the nine months ended April 30, 2022 and 2021. Other than the Medicare program, one provider whose programs are included in the “Third-party payers” and “Health Maintenance Organizations” (“HMOs”) categories represents 20% of the Clinical Services net accounts receivable as of April 30, 2022. For the nine months ended April 30, 2022, the Life Sciences segment’s revenue includes $2,800 from one customer, representing 11% of its revenues for the nine month period. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability method requires that any tax benefits recognized for net operating loss carry forwards and other items be reduced by a valuation allowance where it is not more likely than not the benefits will be realized in the foreseeable future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. It is the Company’s policy to provide for uncertain tax positions, if any, and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. We maintain a full valuation allowance on all tax assets and, as a consequence, do not provide any tax benefit for the fiscal 2022 period loss or any tax provision for the fiscal 2021 period pre-tax income. |
Fair Value Measurements | Fair Value Measurements The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
Marketable securities | Marketable securities The Company limits its credit risk associated with investments by investing in a mutual fund and an exchange traded fund (ETF) which hold highly rated corporate bonds, asset backed securities, municipal bonds, mortgage obligations and government obligations. These investments are classified as trading securities and are Level 1 fair value investments. During the three months ended of April 30, 2022, the Company sold all of its marketable securities, resulting in proceeds of $28,695, which is included in cash and cash equivalents. The Company recognized a realized loss - net on the sale of the marketable securities of $1,283 for the nine months ended April 30, 2022. The Company earned interest of $447 on the marketable securities over the holding period of the marketable securities. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Revenue Recognition [Abstract] | |
Schedule of net revenues and percentages by type of customer | Three months ended Three months ended Revenue category Third-party payer $ 10,817 58 % $ 16,135 64 % Medicare 2,436 13 2,952 12 Patient self-pay 2,177 12 2,468 10 HMOs 3,200 17 3,463 14 Total $ 18,360 100 % $ 25,018 100 % Nine months ended Nine months ended Revenue category Third-party payer $ 36,962 60 % $ 44,138 63 % Medicare 7,949 13 10,265 15 Patient self-pay 6,727 11 6,524 9 HMOs 10,407 16 9,302 13 Total $ 62,045 100 % $ 70,229 100 % |
Schedule of products revenue by geography | Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 4,422 $ 3,941 $ 15,039 $ 11,410 Europe 2,169 2,732 6,576 7,798 Asia Pacific 1,001 1,106 3,127 3,481 Products revenue $ 7,592 $ 7,779 $ 24,742 $ 22,689 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Inventories [Abstract] | |
Schedule of inventories | April 30, July 31, Raw materials $ 1,480 $ 1,062 Work in process 2,598 2,534 Finished products 10,856 9,056 $ 14,934 $ 12,652 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets all in the life sciences products segment | Gross Accumulated Net July 31, 2021 $ 27,775 $ (27,531 ) $ 244 Amortization expense — (210 ) (210 ) Foreign currency translation (534 ) 529 (5 ) April 30, 2022 $ 27,241 $ (27,212 ) $ 29 |
Schedule of intangible assets, all finite-lived | April 30, 2022 July 31, 2021 Gross Accumulated Net Gross Accumulated Net Patents $ 11,027 $ (11,027 ) $ — $ 11,027 (11,027 ) $ — Customer relationships 11,768 (11,739 ) 29 12,059 (11,815 ) 244 Website and acquired content 1,008 (1,008 ) — 1,025 (1,025 ) — Licensed technology and other 476 (476 ) — 494 (494 ) — Trademarks 2,962 (2,962 ) — 3,170 (3,170 ) — Total $ 27,241 $ (27,212 ) $ 29 $ 27,775 (27,531 ) $ 244 |
Schedule of information with respect to acquired intangibles | Useful life Weighted Customer relationships 8 -15 years 0.25 years |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of minimum future annual principal payments | July 31, Total 2022 $ 39 2023 160 2024 167 2025 541 2026 186 Thereafter 3,290 Total principal payments 4,383 Less: current portion, included in other current liabilities and finance leases short term (158 ) Unamortized mortgage cost (48 ) Long term debt - net $ 4,177 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Leases Disclosure [Abstract] | |
Schedule of leases | Leases Balance Sheet Classification April 30, July 31, Assets Operating Right-of-use assets $ 14,962 $ 17,020 Finance Property, plant and equipment, net (a) 191 248 Total lease assets $ 15,153 $ 17,268 Liabilities Current: Operating Current portion of operating lease liabilities $ 3,171 $ 3,419 Finance Finance leases short term 81 88 Non-current: Operating Operating lease liabilities, non-current 12,779 14,558 Finance Finance leases long term and other liabilities 59 110 Total lease liabilities $ 16,090 $ 18,175 (a) Accumulated amortization of finance lease assets was approximately $190 and $1,100 as of April 30, 2022 and July 31, 2021, respectively. |
Schedule of lease cost | Three months ended Nine months ended 2022 2021 2022 2021 Operating lease cost $ 1,085 $ 1,271 $ 3,372 $ 4,265 Finance lease cost: Amortization of leased assets 19 19 57 118 Interest on lease liabilities 3 3 8 12 Total lease cost $ 1,107 $ 1,293 $ 3,437 $ 4,395 |
Schedule of lease liability | Maturity of lease liabilities, years ending July 31, Operating Finance Total 2022 $ 1,064 $ 22 $ 1,086 2023 3,735 88 3,823 2024 3,561 37 3,598 2025 3,299 — 3,299 2026 3,150 — 3,150 Thereafter 3,224 — 3,224 Total lease payments 18,033 147 18,180 Less: Interest (a) (2,083 ) (7 ) (2,090 ) Present value of lease liabilities $ 15,950 $ 140 $ 16,090 (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 5.0 years 5.8 years Finance leases 1.7 years 2.7 years Weighted-average discount rate: Operating leases 4.97 % 4.97 % Finance leases 5.20 % 8.25 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | April 30, July 31, Payroll, benefits, and commissions $ 6,445 $ 5,856 Professional fees 638 628 Legal 4,561 2,554 Deferred revenue — 2,675 Other 1,985 2,588 $ 13,629 $ 14,301 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of amounts of share-based compensation expense | Three months ended Nine months ended 2022 2021 2022 2021 Stock options $ 181 $ 297 $ 841 $ 638 Performance stock units (105 ) — 57 — Restricted stock units 86 — 159 2 $ 162 $ 297 $ 1,057 $ 640 |
Schedule of share-based payment arrangement | Three months ended Nine months ended 2022 2021 2022 2021 Selling, general and administrative $ 158 $ 258 $ 1,037 $ 574 Cost of revenues 4 39 20 66 $ 162 $ 297 $ 1,057 $ 640 |
Schedule of stock option activity | Options Weighted Weighted Aggregate Outstanding at July 31, 2021 2,504,563 $ 3.74 Awarded 1,100,750 $ 3.32 Exercised (11,300 ) 2.49 $ Cancelled or expired (406,396 ) $ 7.05 Outstanding at end of period 3,187,617 $ 3.18 2.4 years $ 179 Exercisable at end of period 1,794,399 $ 0.9 years $ 139 |
Schedule of summarizes PSU’s granted and outstanding | Grant Date Performance Total Grant Forfeitures Outstanding Fair 10/15/2019 7/31/2022 80,500 (14,500 ) 66,000 $ 222 10/19/2020 7/31/2023 98,600 — 98,600 $ 207 |
Schedule of summarizes RSU activity | Number of RSUs Weighted Weighted Aggregate Granted 377,189 $ 3.13 Vested — — Cancelled — $ — Outstanding at end of period 377,189 $ 3.18 2.36 years $ 1,181 Expected to vest at end of period 377,189 $ 2.36 years $ 1,181 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of financial information represents the operating results of the reportable segments | Three months ended April 30, 2022 Clinical Products Therapeutics Other Consolidated Revenues $ 18,630 $ 7,592 — — $ 26,222 Operating costs and expenses: Cost of revenues 11,180 4,869 — — 16,049 Research and development 666 458 9 — 1,133 Selling, general and administrative 6,756 2,786 — 1,900 11,442 Legal fee expense 12 10 — 712 734 Total operating costs and expenses 18,614 8,123 9 2,612 29,358 Operating income (loss) 16 (531 ) (9 ) (2,612 ) (3,136 ) Other income (expense): Interest, net (2 ) 10 — 46 54 Other 15 (2 ) — (729 ) (716 ) Foreign exchange loss — (1,056 ) — — (1,056 ) Net income (loss) $ 29 $ (1,579 ) $ (9 ) $ (3,295 ) $ (4,854 ) Depreciation and amortization included above $ 430 224 — 78 732 Share-based compensation included in above: Selling, general and administrative 38 1 — 119 158 Cost of revenues 4 — — — 4 Total $ 42 1 — 119 162 Capital expenditures $ 202 572 — 82 856 Three months ended April 30, 2021 Clinical Products Therapeutics Other Consolidated Revenues $ 25,018 $ 7,779 — — $ 32,797 Operating costs and expenses: Cost of revenues 12,733 4,018 — — 16,751 Research and development 173 643 $ 20 — 836 Selling, general and administrative 7,029 2,810 17 $ 2,226 12,082 Legal fee expenses 95 10 — 956 1,061 Total operating costs and expenses 20,030 7,481 37 3,182 30,730 Operating income (loss) 4,988 298 (37 ) (3,182 ) 2,067 Other income (expense): Interest, net (4 ) 11 — 53 60 Other 1 2 — (91 ) (88 ) Foreign exchange loss — (33 ) — — (33 ) Net income (loss) $ 4,985 $ 278 $ (37 ) $ (3,220 ) $ 2,006 Depreciation and amortization included above $ 399 $ 208 $ — $ 66 $ 673 Share-based compensation included in above: Selling, general and administrative 9 41 — 208 258 Cost of revenues 39 — — — 39 Total $ 48 $ 41 $ — $ 208 $ 297 Capital expenditures $ 1,544 $ 180 $ — $ 23 $ 1,747 Nine months ended April 30, 2022 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 62,045 $ 24,742 — — $ 86,787 Operating costs and expenses: Cost of revenues 34,969 14,191 — — 49,160 Research and development 762 1,901 $ 34 — 2,697 Selling, general and administrative 19,568 8,920 — $ 8,472 36,960 Legal and related expenses 217 23 — 4,621 4,861 Total operating costs and expenses 55,516 25,035 34 13,093 93,678 Operating income (loss) 6,529 (293 ) (34 ) (13,093 ) (6,891 ) Other income (expense): Interest, net (7 ) 28 — 140 161 Other 69 3 — (1,283 ) (1,211 ) Foreign exchange (loss) (1,887 ) — — (1,887 ) Net income (loss) $ 6,591 $ (2,149 ) $ (34 ) $ (14,236 ) $ (9,828 ) Depreciation and amortization included above $ 1,286 $ 626 $ — $ 226 $ 2,138 Share-based compensation included in above: Selling, general and administrative 74 2 — 961 1,037 Cost of revenues 20 — — — 20 Total $ 94 $ 2 $ — $ 961 $ 1,057 Capital expenditures $ 795 $ 1,788 $ — $ 520 $ 3,103 Nine months ended April 30, 2021 Clinical Products Therapeutics Other Consolidated Revenues – Services and Products $ 70,229 $ 22,689 — — $ 92,918 Operating costs and expenses: Cost of revenues 37,436 11,718 — — 49,154 Research and development 454 1,868 $ 66 — 2,388 Selling, general and administrative 19,552 7,848 50 $ 5,659 33,109 Legal and related expenses 191 16 — 3,786 3,993 Total operating costs and expenses 57,633 21,450 116 9,445 88,644 Operating income (loss) 12,596 1,239 (116 ) (9,445 ) 4,274 Other income (expense): Interest (14 ) 29 — (55 ) (40 ) Other 30 6 — (91 ) (55 ) Foreign exchange gain 428 — — 428 Net income (loss) $ 12,612 $ 1,702 $ (116 ) $ (9,591 ) $ 4,607 Depreciation and amortization included above $ 1,189 $ 581 $ — $ 198 $ 1,968 Share-based compensation included in above: Selling, general and administrative 28 73 — 473 574 Cost of revenues 66 — — — 66 Total $ 94 $ 73 $ — $ 473 $ 640 Capital expenditures $ 2,425 $ 378 $ — $ 67 $ 2,870 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Basis of Presentation (Details) [Line Items] | ||||
Revenue percentage | 11.00% | |||
Proceeds from sale of marketable securities (in Dollars) | $ 28,695 | |||
Unrealized losses marketable securities (in Dollars) | 1,283 | |||
Interest of marketable securities (in Dollars) | 447 | |||
Life Sciences segment’s [Member] | ||||
Basis of Presentation (Details) [Line Items] | ||||
Revenue (in Dollars) | $ 2,800 | |||
Third-Party Payers” and “Health Maintenance Organizations [Member] | Clinical Services [Member] | ||||
Basis of Presentation (Details) [Line Items] | ||||
Concentration risk, percentage | 20.00% | |||
Revenue [Member] | Third-Party Payers” and “Health Maintenance Organizations [Member] | Clinical Services [Member] | ||||
Basis of Presentation (Details) [Line Items] | ||||
Concentration risk, percentage | 30.00% | 35.00% | ||
Clinical Services [Member] | ||||
Basis of Presentation (Details) [Line Items] | ||||
Concentration risk, percentage | 34.00% | 34.00% |
Net Income (loss) per share (De
Net Income (loss) per share (Details) - shares | 3 Months Ended | 9 Months Ended |
Apr. 30, 2022 | Apr. 30, 2022 | |
Net Income (loss) per share (Details) [Line Items] | ||
Potential common shares | 438,000 | 510,000 |
Weighted average stock options | 47,000 | 23,000 |
Purchase common shares | 1,319,000 | 1,068,000 |
Out of The Money [Member] | ||
Net Income (loss) per share (Details) [Line Items] | ||
Purchase common shares | 2,264,000 | 2,122,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue Recognition (Details) [Line Items] | ||||
Percentage of total revenues | 76.00% | 76.00% | ||
Clinical Services Revenue [Member] | ||||
Revenue Recognition (Details) [Line Items] | ||||
Percentage of total revenues | 71.00% | 71.00% |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of net revenues and percentages by type of customer - Clinical Services [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue category | ||||
Revenue services net | $ 18,360 | $ 25,018 | ||
Revenue services net, percentage | 100.00% | 100.00% | ||
Revenue category | ||||
Revenue services net | $ 62,045 | $ 70,229 | ||
Revenue services net, percentage | 100.00% | 100.00% | ||
Third-party payer [Member] | ||||
Revenue category | ||||
Revenue services net | $ 10,817 | $ 16,135 | ||
Revenue services net, percentage | 58.00% | 64.00% | ||
Revenue category | ||||
Revenue services net | $ 36,962 | $ 44,138 | ||
Revenue services net, percentage | 60.00% | 63.00% | ||
Medicare [Member] | ||||
Revenue category | ||||
Revenue services net | $ 2,436 | $ 2,952 | ||
Revenue services net, percentage | 13.00% | 12.00% | ||
Revenue category | ||||
Revenue services net | $ 7,949 | $ 10,265 | ||
Revenue services net, percentage | 13.00% | 15.00% | ||
Patient self-pay [Member] | ||||
Revenue category | ||||
Revenue services net | $ 2,177 | $ 2,468 | ||
Revenue services net, percentage | 12.00% | 10.00% | ||
Revenue category | ||||
Revenue services net | $ 6,727 | $ 6,524 | ||
Revenue services net, percentage | 11.00% | 9.00% | ||
HMOs [Member] | ||||
Revenue category | ||||
Revenue services net | $ 3,200 | $ 3,463 | ||
Revenue services net, percentage | 17.00% | 14.00% | ||
Revenue category | ||||
Revenue services net | $ 10,407 | $ 9,302 | ||
Revenue services net, percentage | 16.00% | 13.00% |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of products revenue by geography - Product Revenue [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue Recognition (Details) - Schedule of products revenue by geography [Line Items] | ||||
Products revenue | $ 7,592 | $ 7,779 | $ 24,742 | $ 22,689 |
United States [Member] | ||||
Revenue Recognition (Details) - Schedule of products revenue by geography [Line Items] | ||||
Products revenue | 4,422 | 3,941 | 15,039 | 11,410 |
Europe [Member] | ||||
Revenue Recognition (Details) - Schedule of products revenue by geography [Line Items] | ||||
Products revenue | 2,169 | 2,732 | 6,576 | 7,798 |
Asia Pacific [Member] | ||||
Revenue Recognition (Details) - Schedule of products revenue by geography [Line Items] | ||||
Products revenue | $ 1,001 | $ 1,106 | $ 3,127 | $ 3,481 |
Supplemental Disclosure for S_2
Supplemental Disclosure for Statement of Cash Flows (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Supplemental Disclosure for Statement of Cash Flows (Details) [Line Items] | |||
Interest paid | $ 167 | $ 177 | |
Right of use assets and liabilities | 29 | 67 | |
Tax on capital paid | $ 120 | $ 145 | |
Restricted shares issued (in Shares) | 117,189 | ||
Two Senior Executives [Member] | |||
Supplemental Disclosure for Statement of Cash Flows (Details) [Line Items] | |||
Restricted shares issued (in Shares) | 332,700 | ||
Accrued bonuses | $ 875 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Schedule of inventories [Abstract] | ||
Raw materials | $ 1,480 | $ 1,062 |
Work in process | 2,598 | 2,534 |
Finished products | 10,856 | 9,056 |
Total inventories | $ 14,934 | $ 12,652 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Clinical Laboratory Services segment [Member] | ||
Goodwill and Intangible Assets (Details) [Line Items] | ||
Goodwill | $ 7,452 | $ 7,452 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of intangible assets all in the life sciences products segment $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Schedule of intangible assets all in the life sciences products segment [Abstract] | |
Gross, beginning balance | $ 27,775 |
Accumulated Amortization, beginning balance | (27,531) |
Net, Beginning Balance | 244 |
Amortization expense, Gross | |
Amortization expense, Accumulated Amortization | (210) |
Amortization expense, Net | (210) |
Foreign currency translation, Gross | (534) |
Foreign currency translation, Accumulated Amortization | 529 |
Foreign currency translation, Net | (5) |
Gross, ending balance | 27,241 |
Accumulated Amortization, ending balance | (27,212) |
Net, Ending balance | $ 29 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived [Line Items] | ||
Finite-lived intangible assets, Gross | $ 27,241 | $ 27,775 |
Finite-lived intangible assets, Accumulated Amortization | (27,212) | (27,531) |
Finite-lived intangible assets, Net | 29 | 244 |
Patents [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived [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 [Line Items] | ||
Finite-lived intangible assets, Gross | 11,768 | 12,059 |
Finite-lived intangible assets, Accumulated Amortization | (11,739) | (11,815) |
Finite-lived intangible assets, Net | 29 | 244 |
Website and acquired content [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived [Line Items] | ||
Finite-lived intangible assets, Gross | 1,008 | 1,025 |
Finite-lived intangible assets, Accumulated Amortization | (1,008) | (1,025) |
Finite-lived intangible assets, Net | ||
Licensed technology and other [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived [Line Items] | ||
Finite-lived intangible assets, Gross | 476 | 494 |
Finite-lived intangible assets, Accumulated Amortization | (476) | (494) |
Finite-lived intangible assets, Net | ||
Trademarks [Member] | ||
Goodwill and Intangible Assets (Details) - Schedule of intangible assets, all finite-lived [Line Items] | ||
Finite-lived intangible assets, Gross | 2,962 | 3,170 |
Finite-lived intangible assets, Accumulated Amortization | (2,962) | (3,170) |
Finite-lived intangible assets, Net |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of information with respect to acquired intangibles - Customer Relationships [Member] | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets (Details) - Schedule of information with respect to acquired intangibles [Line Items] | |
Weighted average remaining useful life | 0.25 years |
Minimum [Member] | |
Goodwill and Intangible Assets (Details) - Schedule of information with respect to acquired intangibles [Line Items] | |
Useful life assigned | 8 years |
Maximum [Member] | |
Goodwill and Intangible Assets (Details) - Schedule of information with respect to acquired intangibles [Line Items] | |
Useful life assigned | 15 years |
Long Term Debt (Details)
Long Term Debt (Details) SFr in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2018USD ($) | Apr. 30, 2022USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2020CHF (SFr) | |
Debt Disclosure [Abstract] | ||||
Debt instrument, face amount | $ 4,500 | |||
Debt instrument maturity period | 10 years | |||
Debt instrument, interest rate, stated percentage | 5.09% | |||
Debt instrument, periodic payment | $ 30 | |||
Amortization of debt issuance costs | $ 72 | |||
Unamortized debt issuance expense | $ 48 | |||
Mortgage agreement | 4,000 | |||
Cash collateral for borrowed securities | 1,000 | |||
Liquid assets | $ 25,000 | |||
Liquidity covenant description | (a) the liquidity covenant was reduced to 150% (or approximately $6 million at April 30, 2022) of the loan principal from $25 million previously, and (b) the collateral requirement would be increased from $0.75 million to $1.0 million. The Company increased the collateral deposit to $1.0 million in November 2021 and was in compliance as to the liquidity covenant as of April 30, 2022. | |||
Foreign exchange rate amount | $ 400 | SFr 400 | ||
Bear interest rate | 0.00% | |||
Long term debt term | 5 years |
Long Term Debt (Details) - Sche
Long Term Debt (Details) - Schedule of minimum future annual principal payments $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Schedule of minimum future annual principal payments [Abstract] | |
2022 | $ 39 |
2023 | 160 |
2024 | 167 |
2025 | 541 |
2026 | 186 |
Thereafter | 3,290 |
Total principal payments | 4,383 |
Less: current portion, included in other current liabilities and finance leases short term | (158) |
Unamortized mortgage cost | (48) |
Long term debt - net | $ 4,177 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2022 | Jul. 31, 2021 | |
Leases (Details) [Line Items] | ||
Options to extend the leases | 5 years | |
Accumulated amortization of finance lease assets (in Dollars) | $ 190 | $ 1,100 |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term | 1 year | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term | 6 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of leases - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 | |
Assets | |||
Operating, Right-of-use assets | $ 14,962 | $ 17,020 | |
Finance, Property, plant and equipment, net | [1] | 191 | 248 |
Total lease assets | 15,153 | 17,268 | |
Current: | |||
Operating, Current portion of operating lease liabilities | 3,171 | 3,419 | |
Finance, Finance leases short term | 81 | 88 | |
Non-current: | |||
Operating, Operating lease liabilities, non-current | 12,779 | 14,558 | |
Finance, Finance leases long term and other liabilities | 59 | 110 | |
Total lease liabilities | $ 16,090 | $ 18,175 | |
[1] | Accumulated amortization of finance lease assets was approximately $190 and $1,100 as of April 30, 2022 and July 31, 2021, respectively. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Schedule of lease cost [Abstract] | ||||
Operating lease cost | $ 1,085 | $ 1,271 | $ 3,372 | $ 4,265 |
Finance lease cost: | ||||
Amortization of leased assets | 19 | 19 | 57 | 118 |
Interest on lease liabilities | 3 | 3 | 8 | 12 |
Total lease cost | $ 1,107 | $ 1,293 | $ 3,437 | $ 4,395 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease liability $ in Thousands | Apr. 30, 2022USD ($) | |
Schedule of lease liability [Abstract] | ||
2022, Operating leases | $ 1,064 | |
2022, Finance leases | 22 | |
2022, Total | 1,086 | |
2023, Operating leases | 3,735 | |
2023, Finance leases | 88 | |
2023, Total | 3,823 | |
2024, Operating leases | 3,561 | |
2024, Finance leases | 37 | |
2024, Total | 3,598 | |
2025, Operating leases | 3,299 | |
2025, Finance leases | ||
2025, Total | 3,299 | |
2026, Operating leases | 3,150 | |
2026, Finance leases | ||
2026, Total | 3,150 | |
Thereafter, Operating leases | 3,224 | |
Thereafter, Finance lease | ||
Thereafter, Total | 3,224 | |
Total lease payments, Operating leases | 18,033 | |
Total lease payments, Finance leases | 147 | |
Total lease payments, Total | 18,180 | |
Less: Interest, Operating leases | (2,083) | [1] |
Less: Interest, Finance leases | (7) | [1] |
Less: Interest, Total | (2,090) | [1] |
Present value of lease liabilities, Operating leases | 15,950 | |
Present value of lease liabilities, Finance leases | 140 | |
Present value of lease liabilities, Total | $ 16,090 | |
[1] | Primarily calculated using the Company’s incremental borrowing rate. |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of lease term and discount rate | Apr. 30, 2022 | Apr. 30, 2021 |
Weighted-average remaining lease term (years): | ||
Operating leases | 5 years | 5 years 9 months 18 days |
Finance leases | 1 year 8 months 12 days | 2 years 8 months 12 days |
Weighted-average discount rate: | ||
Operating leases | 4.97% | 4.97% |
Finance leases | 5.20% | 8.25% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2022 | Jul. 31, 2021 | |
Accrued Liabilities [Abstract] | |||
Payment advance | $ 2,526 | ||
Deferred revenue related to CMS payment advance | $ 1,847 | ||
Reserve amount | $ 300 | $ 347 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Payroll, benefits, and commissions | $ 6,445 | $ 5,856 |
Professional fees | 638 | 628 |
Legal | 4,561 | 2,554 |
Deferred revenue | 2,675 | |
Other | 1,985 | 2,588 |
Accrued liabilities | $ 13,629 | $ 14,301 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2018 | Sep. 30, 2017 | Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2014 | Jan. 31, 2011 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Percentage of commission payable on equity offering | 3.00% | |||||||
Maximum offering price under sales agreement | $ 20,000 | $ 20,000 | $ 20,000 | |||||
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. | |||||||
Grant common stock shares (in Shares) | 4,955,000 | 4,955,000 | ||||||
Share based compensation expense | $ 225 | |||||||
Number of the board of directors | 2 | |||||||
Performance stock units | $ 124 | $ 124 | ||||||
Compensation cost related to non-vested options | $ 1,954 | |||||||
Performance shares description | The PSUs earned will be determined over a three-year performance period. | |||||||
Reversed cumulative accruals | 124 | $ 124 | ||||||
Net PSU compensation (credit) expense | $ 105 | $ 57 | ||||||
RSUs award (in Shares) | 260,000 | |||||||
Cliff vest over years | 3 years | |||||||
Fair market value | $ 881 | |||||||
RSUs awarded (in Shares) | 117,189 | |||||||
Fair market value | $ 300 | |||||||
Shared based compensation expense RSUs | $ 86 | $ 159 | ||||||
2011 Plan [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Common stock shares (in Shares) | 3,000,000 | |||||||
Shares of common stock bringing (in Shares) | 2,000,000 | |||||||
Common stock available for grants (in Shares) | 5,000,000 | |||||||
Common Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Aggregate amount | $ 19,200 | |||||||
Total amount | $ 150,000 | |||||||
Two Former Officers [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Forfeited (in Shares) | 14,500 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of amounts of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Stockholders’ Equity (Details) - Schedule of amounts of share-based compensation expense [Line Items] | ||||
Share-based compensation expense | $ 162 | $ 297 | $ 1,057 | $ 640 |
Stock options [Member] | ||||
Stockholders’ Equity (Details) - Schedule of amounts of share-based compensation expense [Line Items] | ||||
Share-based compensation expense | 181 | 297 | 841 | 638 |
Performance stock units [Member] | ||||
Stockholders’ Equity (Details) - Schedule of amounts of share-based compensation expense [Line Items] | ||||
Share-based compensation expense | (105) | 57 | ||
Restricted stock units [Member] | ||||
Stockholders’ Equity (Details) - Schedule of amounts of share-based compensation expense [Line Items] | ||||
Share-based compensation expense | $ 86 | $ 159 | $ 2 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of share-based payment arrangement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement | $ 162 | $ 297 | $ 1,057 | $ 640 |
Selling, general and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement | 158 | 258 | 1,037 | 574 |
Cost of revenues [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement | $ 4 | $ 39 | $ 20 | $ 66 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Outstanding beginning, Options | 2,504,563 |
Outstanding beginning, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 3.74 |
Awarded, Options | 1,100,750 |
Awarded, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 3.32 |
Exercised, Options | (11,300) |
Exercised, Options, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 2.49 |
Cancelled or expired, Options | (406,396) |
Cancelled or expired, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 7.05 |
Outstanding at end of period, Options | 3,187,617 |
Outstanding at end of period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 3.18 |
Outstanding at end of period, Weighted Average Remaining Contractual Term | 2 years 4 months 24 days |
Outstanding at end of period, Aggregate Intrinsic Value (in Dollars) | $ | $ 179 |
Exercisable at end of period, Options | 1,794,399 |
Exercisable at end of period, Weighted Average Remaining Contractual Term | 10 months 24 days |
Exercisable at end of period, Aggregate Intrinsic Value (in Dollars) | $ | $ 139 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of summarizes PSU’s granted and outstanding - Chief Executive Officer [Member] $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($)shares | |
Performance Stock Units [Member] | 10/15/2019 [Member] | |
Stockholders’ Equity (Details) - Schedule of summarizes PSU’s granted and outstanding [Line Items] | |
Grant Date | Oct. 15, 2019 |
Performance period end date | Jul. 31, 2022 |
Total Grant | 80,500 |
Forfeitures | (14,500) |
Outstanding | 66,000 |
Fair Market Value At Grant Date (in Dollars) | $ | $ 222 |
Performance Shares Two [Member] | 10/19/2020 [Member] | |
Stockholders’ Equity (Details) - Schedule of summarizes PSU’s granted and outstanding [Line Items] | |
Grant Date | Oct. 19, 2020 |
Performance period end date | Jul. 31, 2023 |
Total Grant | 98,600 |
Forfeitures | |
Outstanding | 98,600 |
Fair Market Value At Grant Date (in Dollars) | $ | $ 207 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of summarizes RSU activity - Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($)$ / sharesshares | |
Stockholders’ Equity (Details) - Schedule of summarizes RSU activity [Line Items] | |
Number of RSUs outstanding, Granted | 377,189 |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Granted (in Dollars per share) | $ / shares | $ 3.13 |
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 | 377,189 |
Weighted Average Fair Value per Unit at Date of Grant or Vesting, Outstanding at end of period (in Dollars per share) | $ / shares | $ 3.18 |
Weighted Average Remaining Contractual Term, Outstanding at end of period | 2 years 4 months 9 days |
Aggregate Intrinsic Value, Outstanding at end of period (in Dollars) | $ | $ 1,181 |
Number of RSUs outstanding, Expected to vest at end of period | 377,189 |
Weighted Average Remaining Contractual Term, Expected to vest at end of period | 2 years 4 months 9 days |
Aggregate Intrinsic Value, Expected to vest at end of period (in Dollars) | $ | $ 1,181 |
Segment Reporting (Details)
Segment Reporting (Details) | 9 Months Ended |
Apr. 30, 2022Segment | |
Segment Reporting (Details) [Line Items] | |
Number of reportable segments | 3 |
General and Administrative [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 | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Clinical Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 18,630 | $ 25,018 | $ 62,045 | $ 70,229 |
Operating costs and expenses: | ||||
Cost of revenues | 11,180 | 12,733 | 34,969 | 37,436 |
Research and development | 666 | 173 | 762 | 454 |
Selling, general and administrative | 6,756 | 7,029 | 19,568 | 19,552 |
Legal fee expense | 12 | 95 | 217 | 191 |
Total operating costs and expenses | 18,614 | 20,030 | 55,516 | 57,633 |
Operating income (loss) | 16 | 4,988 | 6,529 | 12,596 |
Other income (expense): | ||||
Interest, net | (2) | (4) | (7) | (14) |
Other | 15 | 1 | 69 | 30 |
Foreign exchange loss | ||||
Net income (loss) | 29 | 4,985 | 6,591 | 12,612 |
Depreciation and amortization included above | 430 | 399 | 1,286 | 1,189 |
Share-based compensation included in above: | ||||
Selling, general and administrative | 38 | 9 | 74 | 28 |
Cost of revenues | 4 | 39 | 20 | 66 |
Total | 42 | 48 | 94 | 94 |
Capital expenditures | 202 | 1,544 | 795 | 2,425 |
Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,592 | 7,779 | 24,742 | 22,689 |
Operating costs and expenses: | ||||
Cost of revenues | 4,869 | 4,018 | 14,191 | 11,718 |
Research and development | 458 | 643 | 1,901 | 1,868 |
Selling, general and administrative | 2,786 | 2,810 | 8,920 | 7,848 |
Legal fee expense | 10 | 10 | 23 | 16 |
Total operating costs and expenses | 8,123 | 7,481 | 25,035 | 21,450 |
Operating income (loss) | (531) | 298 | (293) | 1,239 |
Other income (expense): | ||||
Interest, net | 10 | 11 | 28 | 29 |
Other | (2) | 2 | 3 | 6 |
Foreign exchange loss | (1,056) | (33) | (1,887) | 428 |
Net income (loss) | (1,579) | 278 | (2,149) | 1,702 |
Depreciation and amortization included above | 224 | 208 | 626 | 581 |
Share-based compensation included in above: | ||||
Selling, general and administrative | 1 | 41 | 2 | 73 |
Cost of revenues | ||||
Total | 1 | 41 | 2 | 73 |
Capital expenditures | 572 | 180 | 1,788 | 378 |
Therapeutics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Operating costs and expenses: | ||||
Cost of revenues | ||||
Research and development | 9 | 20 | 34 | 66 |
Selling, general and administrative | 17 | 50 | ||
Legal fee expense | ||||
Total operating costs and expenses | 9 | 37 | 34 | 116 |
Operating income (loss) | (9) | (37) | (34) | (116) |
Other income (expense): | ||||
Interest, net | ||||
Other | ||||
Foreign exchange loss | ||||
Net income (loss) | (9) | (37) | (34) | (116) |
Depreciation and amortization included above | ||||
Share-based compensation included in above: | ||||
Selling, general and administrative | ||||
Cost of revenues | ||||
Total | ||||
Capital expenditures | ||||
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Operating costs and expenses: | ||||
Cost of revenues | ||||
Research and development | ||||
Selling, general and administrative | 1,900 | 2,226 | 8,472 | 5,659 |
Legal fee expense | 712 | 956 | 4,621 | 3,786 |
Total operating costs and expenses | 2,612 | 3,182 | 13,093 | 9,445 |
Operating income (loss) | (2,612) | (3,182) | (13,093) | (9,445) |
Other income (expense): | ||||
Interest, net | 46 | 53 | 140 | (55) |
Other | (729) | (91) | (1,283) | (91) |
Foreign exchange loss | ||||
Net income (loss) | (3,295) | (3,220) | (14,236) | (9,591) |
Depreciation and amortization included above | 78 | 66 | 226 | 198 |
Share-based compensation included in above: | ||||
Selling, general and administrative | 119 | 208 | 961 | 473 |
Cost of revenues | ||||
Total | 119 | 208 | 961 | 473 |
Capital expenditures | 82 | 23 | 520 | 67 |
Consolidated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 26,222 | 32,797 | 86,787 | 92,918 |
Operating costs and expenses: | ||||
Cost of revenues | 16,049 | 16,751 | 49,160 | 49,154 |
Research and development | 1,133 | 836 | 2,697 | 2,388 |
Selling, general and administrative | 11,442 | 12,082 | 36,960 | 33,109 |
Legal fee expense | 734 | 1,061 | 4,861 | 3,993 |
Total operating costs and expenses | 29,358 | 30,730 | 93,678 | 88,644 |
Operating income (loss) | (3,136) | 2,067 | (6,891) | 4,274 |
Other income (expense): | ||||
Interest, net | 54 | 60 | 161 | (40) |
Other | (716) | (88) | (1,211) | (55) |
Foreign exchange loss | (1,056) | (33) | (1,887) | 428 |
Net income (loss) | (4,854) | 2,006 | (9,828) | 4,607 |
Depreciation and amortization included above | 732 | 673 | 2,138 | 1,968 |
Share-based compensation included in above: | ||||
Selling, general and administrative | 158 | 258 | 1,037 | 574 |
Cost of revenues | 4 | 39 | 20 | 66 |
Total | 162 | 297 | 1,057 | 640 |
Capital expenditures | $ 856 | $ 1,747 | $ 3,103 | $ 2,870 |
Contingencies (Details)
Contingencies (Details) | 9 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies approval, percent | 80.00% |
Appointment and Departure of _2
Appointment and Departure of Certain Officers (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2022 | Apr. 30, 2022 | Apr. 30, 2022 | Nov. 08, 2021 | |
Appointment and Departure of Certain Officers (Details) [Line Items] | ||||
Shares of common stock (in Shares) | 700,000 | |||
Estimated and accrued charge | $ 2,600 | $ 2,600 | ||
Dr. Rabbani [Member] | Subsequent Event [Member] | ||||
Appointment and Departure of Certain Officers (Details) [Line Items] | ||||
Company paid amount | $ 2,123 | |||
RSUs [Member] | ||||
Appointment and Departure of Certain Officers (Details) [Line Items] | ||||
Shares of common stock (in Shares) | 260,000 |