Enzo Biochem, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Goodwill and intangible assets

Goodwill and intangible assets

12 Months Ended

Jul. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 2 - Goodwill and intangible assets

Goodwill

The Company’s net carrying amount of goodwill is in the Clinical Labs segment as of July 31, 2014 and 2013 and is $7,452.

As a result of a decline in the Company’s market capitalization, relating to the decline in the Company’s stock price of 44% from May 1 to July 31, 2012, declining results in the fiscal 2012 fourth quarter and results from the completion of the refocusing of the Enzo Life Sciences reporting unit, the Company determined that these impairment factors required the completion of an interim impairment test as of July 31, 2012. Based upon the results of the interim impairment test as of July 31, 2012, the carrying value of the Enzo Life Sciences reporting unit was determined to be higher than its fair value and, accordingly, the Company performed a step-two impairment analysis. The results of the step-two impairment analysis for the Enzo Life Sciences reporting unit indicated that goodwill was fully impaired. As a result of the analysis, the Company recognized a total non-cash impairment charge of $18.8 million ($18.0 net of related taxes) as of July 31, 2012. The impairment charge did not impact the Company’s consolidated cash flows, liquidity, and capital resources. The fair value of the Enzo Clinical Lab reporting unit was higher than its carrying value and therefore a step-two analysis was not required.

Intangible assets

The Company’s change in the net carrying amount of intangible assets, all in the Life Sciences segment is as follows:

	Gross		Accumulated Amortization			Net
July 31, 2012	$	27,904		(16,124	)		11,780
Amortization expense		—		(1,990	)		(1,990	)
Foreign currency translation		310		(157	)		153
July 31, 2013	$	28,214		(18,271	)		9,943
Amortization expense		—		(1,840)			(1,840	)
Foreign currency translation		264		(259	)		5
July 31, 2014	$	28,478		(20,370	)		8,108

Intangible assets, all finite-lived, consist of the following:

	July 31, 2014							July 31, 2013
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Patents	$	11,027	$	(10,775	)	$	252	$	11,027	$	(10,587	)	$	440
Customer relationships		12,602		(6,565	)		6,037		12,446		(5,448	)		6,998
Website and acquired content		1,037		(1,037	)		—		1,026		(980	)		46
Licensed technology and other		537		(434	)		103		513		(382	)		131
Trademarks, gives effect for impairment charge and reclassification to finite-lived as of May 1, 2012		3,275		(1,559	)		1,716		3,202		(874	)		2,328
Total	$	28,478	$	(20,370	)	$	8,108	$	28,214	$	(18,271	)	$	9,943

At July 31, 2014 information with respect to the intangibles acquired is as follows:

	Useful life assigned	Weighted average remaining useful life
Customer relationships	8-15 years	6 years
Trademarks	5 years	3 years
Other intangibles	4-5 years	1 years

At July 31, 2014, the weighted average useful life of intangible assets was approximately five years.

Estimated amortization expense related to these finite-lived intangible assets for the five succeeding fiscal years ending July 31 is as follows:

2015			1,630
2016			1,620
2017			1,508
2018			1,141
2019			827

Amortization expense for the years ended July 31, 2014, 2013, and 2012 was $1,840, $1,990, and $1,660, respectively.

In connection with the annual assessment of the then indefinite-lived intangibles as of May 1, 2012, the Company determined the estimated fair value of trademarks, relating to the Enzo Life Science reporting unit, were less than their carrying values by $5.7 million primarily due to declines in projected revenues and in connection with future plans resulting from a strategic review. As a result of this impairment, which included a change in the future branding strategy, the useful life of the trademarks was reassessed and determined to have an estimated economic life of 5 years. A non-cash impairment charge of $5.7 million, ($4.4 million net of related taxes) was recorded for the trademark impairment in the fourth quarter of fiscal 2012. As a result of the reclassification of trademarks from indefinite lived to a 5 year life, annual amortization of trademarks is estimated to be $0.6 million per year. 0 impairment was determined to exist at May 1, 2014 or 2013.

The aggregate goodwill and indefinite lived-intangible impairment charge recorded in the fiscal 2012 fourth quarter was $24.5 million, ($22.4 million net of related taxes). These charges did not affect consolidated cash flows, current liquidity or capital resources.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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