Annual report pursuant to Section 13 and 15(d)

Discontinued Operations, Sale of Clinical Labs Business

v3.24.3
Discontinued Operations, Sale of Clinical Labs Business
12 Months Ended
Jul. 31, 2024
Discontinued Operations, Sale of Clinical Labs Business [Abstract]  
Discontinued operations, sale of Clinical Labs business

Note 2 - Discontinued operations, sale of Clinical Labs business

 

Prior to July 24, 2023, we operated a clinical laboratory, doing business as Enzo Clinical Labs, which provided reference, molecular and esoteric diagnostic medical testing services in the New York, New Jersey, and Connecticut medical communities. Effective July 24, 2023, we completed the sale of certain assets used in the operation of Enzo Clinical Labs and the assignment of certain clinical lab liabilities to Laboratory Corporation of America (“Labcorp”) for an aggregate purchase price of $113.25 million in cash, subject to customary closing adjustments. In accordance with the sale, we ceased our clinical services operations. As a consequence of the sale, for fiscal years 2024 and 2023, we have classified as discontinued operations all income and expenses attributable to the clinical services business, the gain from the sale of the clinical services assets, and the income tax expense attributed to the sale of the clinical services assets. Excluded from the sale of the clinical services assets were its cash and accounts receivable.

 

The gain on the sale of the Clinical Labs business and net proceeds were as follows:

 

Gross consideration from the sale of the Clinical Labs business   $ 113,250  
Closing and transaction costs     (9,941 )
Consideration from sale of the Clinical Labs business – net     103,309  
Net book value of assets sold or abandoned     (19,818 )
Gain on sale of the Clinical Labs business before income taxes     83,491  
Income tax expense     (860 )
Gain on the sale of the Clinical Labs business after income taxes   $ 82,631  

 

Net cash proceeds from sale:      
       
Cash paid at closing, net of closing costs paid at closing   $ 106,740  
Proceeds due on sale of assets, cash held in escrow     (5,000 )
Net cash proceeds from sale   $ 101,740  

 

We incurred $9,941 in closing and transaction costs associated with the sale of the Clinical Labs business, which were comprised of (i) transaction fees and related closing costs of $7,238 and (ii) performance bonuses to certain employees associated with the sale of the business of $2,703. The compensation committee of our board of directors approved these compensation arrangements.

 

The following table sets forth the condensed operating results of the discontinued operations for the fiscal years ended July 31,

 

    2024     2023  
Net revenues   $
    $ 30,087  
Cost of revenues    
      36,947  
Selling, general and administrative     3,723       23,270  
Research and development    
      720  
Legal and related expenses    
      250  
Other expense (a)     12,928       6,221  
Loss from discontinued operations     (16,651 )     (37,321 )
Gain on sale of business – before taxes    
      83,491  
Income tax refund (expense) on gain     390       (860 )
(Loss) income from discontinued operations   $ (16,261 )   $ 45,310  

 

(a) Other expense includes a right-of-use asset impairment charge of $3,900 for the leased building formerly used by the discontinued operations. Other expense also includes legal settlements and accruals of $7,700 and $6,216 for fiscal 2024 and 2023, respectively. See Note 17 Contingencies.

 

The following table sets forth the condensed carrying amounts of major classes of assets and liabilities of the discontinued operations as of July 31,

 

    2024     2023  
Carrying amounts of major current assets included as part of discontinued operations:            
Trade receivables   $
    $ 1,675  
Prepaid and other current     182       54  
Total current assets     182       1,729  
                 
Carrying amounts of major current liabilities included as part of discontinued operations:                
Accrued liabilities and trade payables     14,979       20,616  
Operating lease liabilities and other     1,990       2,215  
Total current liabilities     16,969       22,831  
                 
Current liabilities of discontinued operations, net     16,787       21,102  
                 
Carrying amount of major non-current assets included as part of discontinued operations:                
Right-of-use assets   $ 1,308     $ 7,001  
Other     75       62  
Total non- current assets     1,383       7,063  
                 
Carrying amount of major non-current liabilities included as part of discontinued operations:                
Operating lease liabilities and other     3,649       6,096  
                 
Non-current (liabilities) assets of discontinued operations, net   $ (2,266 )   $ 967  

 

During the fiscal year ended July 31, 2024, the cash used in operating activities and in investing activities of the discontinued operation was $14,972 and $0, respectively. During the fiscal year ended July 31, 2023, the cash used in operating activities of the discontinued operations was $19,000, and the cash provided by investing activities was $101,300.