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Liquidity Covenant Noncompliance
Enzo Biochem Inc (ticker: ENZ) faced liquidity covenant noncompliance in the first quarter of fiscal year 2023, according to its quarterly report. However, the company and the mortgagee reached an agreement to restructure the covenant. The liquidity requirement was reduced to 150% of the loan principal (approximately $5.8 million) from the previous requirement of $25 million, and the collateral requirement was increased from $0.75 million to $1.0 million. Even though Enzo Biochem increased the collateral deposit in November 2021, the company was still not in compliance with the liquidity covenant as of April 30, 2023.
Asset Purchase Agreement with LabCorp
In other news, Enzo Biochem entered into an Asset Purchase Agreement with Laboratory Corporation of America Holdings (LabCorp) for the sale of its clinical labs business. The transaction, subject to customary closing conditions and approval by Enzo Biochem’s shareholders, involves the sale of operating assets and the assignment of certain liabilities of the business to LabCorp in exchange for approximately $146 million in cash. Enzo Biochem received shareholder approval for the transaction at a Special Meeting held on May 22, 2023, and has met all regulatory requirements for closing the sale.
Financial Discussion and Analysis
Enzo Biochem’s financial discussion and analysis in the report were based on the company’s interim consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. These statements required the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments also impact the disclosure of contingent assets and liabilities.
Revenues and Contractual Adjustment
Regarding revenues, Enzo Biochem’s clinical services segment heavily relies on reimbursement from third-party payers such as Medicare and insurers. The company’s estimate of contractual adjustment, which reduces gross revenue to amounts expected to be approved and reimbursed, was 89.8% of gross billings during the three months ended April 30, 2023. The company adjusts the contractual adjustment estimate quarterly based on its evaluation of current and historical settlement experience with payers, reimbursement trends, and other relevant factors.
The quarterly report also provided insights into Enzo Biochem’s accounts receivable. As of April 30, 2023, approximately 58% of the company’s net accounts receivable related to its Clinical Laboratory Services business. The primary collection risk lies with uninsured patients or patients with outstanding balances after their primary insurance has paid. The company assesses the impact of collection or reimbursement issues on its allowance estimates, and changes in payer mix or economic conditions could result in reduced estimates of net realizable value.
Enzo Biochem follows the liability method for income tax accounting, recognizing deferred tax assets and liabilities for future tax consequences. The company expects its significant net operating loss carryforwards to offset a substantial portion of its U.S. federal and state income tax liabilities resulting from the proposed Clinical Labs Asset Sale. However, the exact tax implications will only be known after the completion of the transaction.
Evaluation of Controls and Procedures
Furthermore, the quarterly report mentioned the evaluation of the company’s controls and procedures. Due to a ransomware attack that impacted its critical IT systems, Enzo Biochem determined that its disclosure controls and procedures were not effective as of the end of the reporting period. The company promptly took measures to address the attack, including disconnecting its systems from the internet and launching an investigation with assistance from cybersecurity experts.
In summary, Enzo Biochem faced liquidity covenant noncompliance in the recent quarter but undertook restructuring to address the issue. The sale of its clinical labs business to LabCorp is a significant development that received shareholder approval. Enzo Biochem’s financial statements are based on estimates and judgments, and the company relies on reimbursement from third-party payers for its clinical services. The quarterly report also discussed accounts receivable, income taxes, and the evaluation of controls and procedures following a ransomware attack.
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