Annual report pursuant to Section 13 and 15(d)

Discontinued Operations, Sale of Clinical Labs Business

v3.23.3
Discontinued Operations, Sale of Clinical Labs Business
12 Months Ended
Jul. 31, 2023
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 2023 and 2022 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,

 

    2023     2022  
Net revenues   $ 30,087     $ 74,428  
Cost of revenues     38,163       45,891  
Selling, general and administrative     28,270       24,934  
Research and development     720       1,329  
Legal and related expenses     250       254  
Other (expense) income     (5 )     58  
(Loss) income from operations     (37,321 )     2,078  
Gain on sale of business – before taxes     83,491      
 
Income tax expense on gain     (860 )    
 
Income from discontinued operations   $ 45,310     $ 2,078  

 

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

 

    2023     2022  
Carrying amounts of major current assets included as part of discontinued operations:            
Trade receivables   $ 1,675     $ 6,754  
Inventories    
      5,895  
Prepaid and other current     54       3,008  
Total current assets     1,729       15,657  
                 
Carrying amounts of major current liabilities included as part of discontinued operations:                
Trade payables and accrued liabilities     20,616       8,914  
Operating lease liabilities and other     2,215       2,617  
Total current liabilities     22,831       11,531  
                 
Current liabilities of discontinued operations, net     21,102          
Current assets of discontinued operations, net             4,126  
                 
Carrying amount of major non-current assets included as part of discontinued operations:                
Right of use assets   $ 7,001     $ 10,790  
Property, plant and equipment    
      5,623  
Goodwill and other     62       7,760  
Total non- current assets     7,063       24,173  
                 
Carrying amount of major non-current liabilities included as part of discontinued operations:                
Operating lease liabilities and other     6,096       8,714  
                 
Non-current assets of discontinued operations, net   $ 967     $ 15,459  

 

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. During the fiscal year ended July 31, 2022, the cash used in operating activities and investing activities of the discontinued operations was $4,224 and $815, respectively.