SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark one
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2002
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to ______________
Commission File Number 1-9974
ENZO BIOCHEM, INC.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-2866202
- -------------------- ----------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
60 Executive Blvd., Farmingdale, New York 11735
- ----------------------------------------- -----------
(Address of Principal Executive office) (Zip Code)
(631-755-5500)
- -----------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value New York Stock Exchange
- ----------------------------- -----------------------
(Title of Class) (Name of Each Exchange on which Registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant has
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---
As of March 7, 2002 the Registrant had 28,436,000 shares of Common Stock
outstanding.
ENZO BIOCHEM, INC.
FORM 10-Q
January 31, 2002
INDEX
PAGE
NUMBER
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - January 31, 2002 - (unaudited)
and July 31, 2001 3
Consolidated Statement of Operations
For the six months ended January 31, 2002 and 2001 - (unaudited) 4
Consolidated Statement of Operations
For the three months ended January 31, 2002 and 2001 - (unaudited) 5
Consolidated Statement of Cash Flows
For the six months ended January 31, 2002 and 2001 - (unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Part II - Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
2
ENZO BIOCHEM, INC.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEET
January 31, July 31,
2002 2001
(unaudited)
---------------------------
(in Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 61,883 $ 58,671
Accounts receivable, less allowance for doubtful accounts 23,651 24,559
Inventories 2,970 2,020
Deferred taxes 1,708 1,708
Prepaid taxes 350 350
Other 1,802 1,132
--------- ---------
Total current assets 92,364 88,440
Property and equipment, at cost, less accumulated depreciation and
amortization
2,477 2,671
Cost in excess of fair value of net tangible assets acquired, less
accumulated amortization 7,637 7,823
Deferred patent costs, less accumulated amortization 3,770 3,865
Other 130 132
--------- ---------
$ 106,378 $ 102,931
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 1,521 $ 2,040
Income taxes payable 1,303 ---
Accrued legal fees --- 251
Accrued payroll 448 322
Other accrued expenses 888 734
--------- ---------
Total current liabilities 4,160 3,347
Deferred taxes 1,392 1,392
Deferred liability 595 675
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; 28,436,000 shares at January 31, 2002 and
27,080,100, shares at July 31, 2001 284 271
Additional paid-in capital 160,177 133,136
Accumulated deficit (60,230) (35,890)
--------- ---------
Total stockholders' equity 100,231 97,517
--------- ---------
$ 106,378 $ 102,931
========= =========
3
See accompanying notes
ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Six Months Ended January 31,
2002 2001
-------------------------------------
(In thousands, except per share data)
Revenues:
Research product revenues $ 12,250 $ 10,606
Clinical laboratory services 15,125 17,129
-------- --------
Total operating revenues 27,375 27,735
Costs and expenses:
Cost of research product revenues 2,502 3,455
Cost of clinical laboratory services 5,305 4,500
Research and development expense 3,008 2,939
Selling expense 1,910 1,770
Provision for uncollectable accounts receivable 6,320 6,196
General and administrative expenses 4,707 4,800
-------- --------
Total costs and expenses 23,752 23,660
-------- --------
Income before interest income and provision for
taxes on income 3,623 4,075
Interest income 827 1,713
-------- --------
Income before provision for taxes on income 4,450 5,788
Provision for taxes on income (1,803) (2,550)
-------- --------
Net income $ 2,647 $ 3,238
======== ========
Net income per common share:
Basic $ .09 $ .11
======== ========
Diluted $ .09 $ .11
======== ========
Denominator for per share calculation:
Basic 28,439 28,321
======== ========
Diluted 29,377 29,493
======== ========
See accompanying notes
4
ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Months Ended January 31,
2002 2001
-------------------------------------
(In thousands, except per share data)
Revenues:
Research product revenues $ 6,147 $ 5,241
Clinical laboratory services 6,355 8,635
-------- --------
Total operating revenues 12,502 13,876
Costs and expenses:
Cost of research product revenues 939 1,612
Cost of clinical laboratory services 2,598 2,425
Research and development expense 1,585 1,600
Selling expense 1,008 909
Provision for uncollectable accounts receivable 2,908 2,990
General and administrative expenses 2,485 2,401
-------- --------
Total costs and expenses 11,523 11,937
-------- --------
Income before interest income and provision for
taxes on income 979 1,939
Interest income 328 862
-------- --------
Income before provision for taxes on income 1,307 2,801
Provision for taxes on income (485) (1,236)
-------- --------
Net income $ 822 $ 1,565
======== ========
Net income per common share:
Basic $ .03 $ .06
======== ========
Diluted $ .03 $ .05
======== ========
Denominator for per share calculation:
Basic 28,442 28,302
======== ========
Diluted 29,448 29,577
======== ========
See accompanying notes
5
ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Six Months Ended January 31,
2002 2001
---------------------------------
(In Thousands)
Cash flows from operating activities:
Net income $ 2,647 $ 3,238
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property
and equipment 512 541
Amortization of costs in excess of fair
value of tangible assets acquired 186 186
Amortization of deferred patent costs 390 360
Deferred income tax provision - 1,009
Provision for uncollectable accounts receivable 6,320 6,196
Other - 75
Deferred liabilities (80) (65)
Changes in operating assets and liabilities:
Accounts receivable before provision for
uncollectable amounts (5,412) (6,793)
Inventories (950) (7)
Other assets (670) (530)
Trade accounts payable and other accrued expenses (365) (469)
Income taxes payable 1,303 7
Accrued payroll 126 44
Accrued legal fees (251) (400)
-------- --------
Total adjustments 1,109 154
-------- --------
Net cash provided by operating activities 3,756 3,392
-------- --------
Cash flows from investing activities:
Capital expenditures (318) (622)
Patent costs deferred (295) (226)
Security deposits 2 (6)
-------- --------
Net cash used in investing activities (611) (854)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options 67 822
-------- --------
Net cash provided by financing activities 67 822
-------- --------
Net increase in cash and cash equivalents 3,212 3,360
Cash and cash equivalents at the beginning of the year 58,671 51,027
-------- --------
Cash and cash equivalents at the end of the period $ 61,883 $ 54,387
======== ========
See accompanying notes
6
ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2002
(Unaudited)
1. The consolidated balance sheet as of January 31, 2002, the consolidated
statements of operations for three and six months ended January 31, 2002 ("2002
Period") and 2001 ("2001 Period") and the consolidated statements of cash flows
for the six months ended January 31, 2002 and 2001 have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at January 31, 2002 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these financial
statements be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 2001 Annual Report on Form 10-K. The
results of operations for the six months ended January 31, 2002 are not
necessarily indicative of the results that may be expected for the full year.
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share" ("SFAS 128"). The following table sets forth the computation of basic and
diluted earnings per share pursuant to SFAS 128.
Six Months Ended January 31, Three Months Ended January 31,
2002 2001 2002 2001
---------------------------- ---------------------------
(In thousands, except per share data)
Numerator:
Net Income for numerator for basic and
Diluted earnings per common share $ 2,647 $ 3,238 $ 822 $ 1,565
Denominator:
Denominator for basic earnings per common
Equivalent share during the period 28,439 28,321 28,442 28,302
Effect of dilutive securities
Employee and director stock options and
warrants 938 1,172 1,006 1,275
------- ------- ------- -------
Denominator for diluted earnings per common
Equivalent share and assumed conversions 29,377 29,493 29,448 $29,577
======= ======= ======= =======
Basic earnings per share $ .09 $ .11 $ .03 $ .06
Diluted earnings per share $ .09 $ .11 $ .03 $ .05
The Company declared a 5% stock dividend on January 23, 2002 payable February
27, 2002 to shareholders of record as of February 4, 2002. The shares and per
share data have been adjusted to retroactively reflect this stock dividend. The
Company recorded a charge to accumulated deficit and a credit to common stock
and additional paid in capital in the amount of $26,988,000, which reflects the
fair value of the dividend on the date of declaration.
7
ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2002
(Unaudited)
Note 2 - Recently Issued Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition" ("SAB 101"), which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met to recognize revenue and provides guidance for disclosures related to
revenue recognition policies. The Company implemented SAB 101 in the fourth
quarter of fiscal 2001, and such implementation did not have an effect on the
timing of when the Company recognizes revenue.
In April 2001, the Financial Accounting Standards Board's Emerging Issues Task
Force (EITF or Task Force) reached a consensus on Issue 00-25, "Vendor Statement
Characterization of Consideration paid by vendors to retailers". The consensus
addresses whether consideration paid by vendors to retailers should be
classified as a reduction of sales or as a cost or expense. This consensus is
effective for fiscal quarters beginning after December 15, 2001 (the Company's
April 2002 quarter). The Company has certain non-exclusive distribution
agreements which provide for consideration to be paid to the distributors for
the manufacture of certain products. Such amounts are included in cost of
research product revenues. The Company is currently reviewing the consensus to
determine the impact, if any, that the consensus may have on the way the Company
reports certain non-exclusive distribution agreement revenues and contract
manufacturing costs.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
Business Combinations and No. 142, Goodwill and Other Intangible Assets.
Statement 141 requires business combinations initiated after June 30, 2001 to be
accounted for using the purchase method of accounting, and broadens the criteria
for recording intangible assets separate from goodwill. SFAS No. 142 requires
the discontinuance of amortization of goodwill and intangible assets with
indefinite useful lives, subject to an annual review for impairment. Other
intangible assets will continue to be amortized over their estimated useful
lives. The provisions of the statement will be adopted by the Company on August
1, 2002. Although the Company is in the process of assessing the impact of
adopting Statement No. 142, based upon its current level of goodwill and
qualifying intangible assets, management expects the adoption to reduce its
fiscal 2003 annualized amortization expense by approximately $370,000.
8
ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2002
(Unaudited)
Note 3 - Segment Information
The Company has two reportable segments: research and development and clinical
reference laboratories. The Company's research and development segment conducts
research and development activities as well as selling products derived from
these activities. The clinical reference laboratories provide diagnostic
services to the health care community. The Company evaluates performance based
on income before provision for taxes on income. The accounting policies of the
reportable segments are the same as those described in the summary of
significant accounting policies. Costs excluded from income before provision for
taxes on income and reported as other consist of corporate general and
administrative costs which are not allocable to the two reportable segments.
Management of the Company assesses assets on a consolidated basis only and
therefore, assets by reportable segment has not been included in the reportable
segments below.
The following financial information (in thousands) represents the reportable
segments of the Company:
Research and Development Clinical Reference Laboratories
Six Months Ended January 31, Six Months Ended January 31,
2002 2001 2002 2001
--------------------------------------------------------------
Operating revenues:
Research product revenues $ 12,250 $ 10,606 - -
Clinical laboratory services - - $ 15,125 $ 17,129
Cost and expenses:
Cost of research product revenues $ 2,502 $ 3,455 - -
Cost of clinical laboratory services - - $ 5,305 $ 4,500
Research and development expense 3,008 2,939 - -
Interest income - - - -
Income (loss) before provision for taxes
on income $ 5,227 $ 3,401 $ (404) $ 2,121
======== ======== ======== ========
Three Months Ended January 31, Three Months Ended January 31,
2002 2001 2002 2001
--------------------------------------------------------------
Operating revenues:
Research product revenues $ 6,147 $ 5,241 - -
Clinical laboratory services - - $ 6,355 $ 8,635
Cost and expenses:
Cost of research product revenues 939 1,612 - -
Cost of clinical laboratory services - - 2,598 2,425
Research and development expense 1,585 1,600 - -
Interest income - - - -
Income (loss) before provision for taxes
on income $ 2,450 $ 1,498 $ (791) $ 1,069
======= ======= ======= =======
Other Consolidated
Six Months Ended January 31, Six Months Ended January 31,
2002 2001 2002 2001
------------------------------------------------------------------------
Operating revenues:
Research product revenues - - $ 12,250 $ 10,606
Clinical laboratory services - - 15,125 17,129
Cost and expenses:
Cost of research product revenues - - 2,502 3,455
Cost of clinical laboratory services 5,305 4,500
Research and development expense - - 3,008 2,939
Interest income 827 1,713 827 1,713
Income (loss) before provision for taxes
on income $ (373) $ 266 $ 4,450 $ 5,788
======== ======== ======== ========
Three Months Ended January 31, Three Months Ended January 31,
2002 2001 2002 2001
------------------------------------------------------------------------
Operating revenues:
Research product revenues - - $ 6,147 $ 5,241
Clinical laboratory services - - 6,355 8,635
Cost and expenses:
Cost of research product revenues - - 939 1,612
Cost of clinical laboratory services - - 2,598 2,425
Research and development expense - - 1,585 1,600
Interest income 328 $ 862 328 862
Income (loss) before provision for taxes
on income $ (352) $ 234 $ 1,307 $ 2,801
======= ======= ======= =======
9
ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2002
(Unaudited)
Item 2- Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At January 31, 2002, our cash and cash equivalents totaled $61.9 million, an
increase of $3.2 million from July 31, 2001. We had working capital of $88.2
million at January 31, 2002 compared to $85.1 million at July 31, 2001.
Net cash provided by operating activities for the period ended January 31, 2002
was approximately $3.8 million and as compared to net cash provided by operating
activities of $3.4 million for the period ended January 31, 2001. The increase
in net cash provided by operating activities from 2001 to 2002 period was
primarily due to an increase in income taxes payable, and offset by an increase
in inventories and a decrease in accounts receivable.
Net cash used in investing activities decreased by approximately $.2 million
from 2001 period, primarily as a result of an decrease in capital expenditures.
Net cash provided by financing activities decreased by approximately $.8 million
from 2001 period primarily as a result of the decrease in proceeds from the
exercise of stock options.
We believe that our current cash position is sufficient for our foreseeable
liquidity and capital resource needs, although there can be no assurance that
future events will not alter such view.
Management is not aware of any material claims, disputes or settled matters
concerning third-party reimbursements that would have a material effect on our
financial statements
Results of Operations
Six months ended January 31, 2002 compared with six months ended January 31,
2001
Revenues from operations for the six month period ended January 31, 2002 were
$27.4 million which represents a decrease of $360,000 over revenues from
operations for the period ended January 31, 2001. This decrease was due to a
decrease of $2.0 million in revenues from our clinical reference laboratory
operations and offset by an increase of $1.6 million in revenues from research
product sales.
The decline of clinical laboratory services revenue was due primarily to reduced
reimbursement rates which were being experienced from various managed care
agreements and the negative results of an unprofitable contract which was
cancelled effective January 31, 2002. Clinical laboratory services are provided
to patients covered by various third party payor programs, including Medicare
and health maintenance organizations ("HMO's"). Billings for services are
included in revenue net of allowances for contractual discounts and allowances
paid for differences between the amounts billed and the estimated amount to be
paid. Recent trends have indicated a decrease in the collection rates from
certain third party payors and HMO's and the effect of such reduced collection
rates was reflected in the second quarter.
The increase in research product sales resulted primarily from an increase in
direct sales of research products of labeling and detection reagents for the
genomics and sequencing markets.
The cost of clinical laboratory services increased by $.8 million primarily due
to an increase in direct operating expenses based on the increased number of
customers being serviced and the increase in volume of units tested for the six
months. The cost of sales for research products decreased by $1.0 million as a
result of a change in the revenue mix from two of the Company's non-exclusive
distribution agreements and an increase in efficiency of direct sales of
research products.
10
Our provision for uncollectible accounts receivable increased by $124,000,
primarily due to an change in the revenue mix from certain providers.
Selling, general and administrative expenses increased slightly by approximately
$47,000.
Interest income, decreased by $.9 million as a result of a decrease in interest
rates.
Net income for the six months amounted to $2.6 million, compared with $3.2
million in the corresponding year-earlier period. Per share earnings, fully
diluted, amounted to $0.09 compared with $0.11 per share a year ago.
For the periods ending January 31, 2002 and 2001 we recorded a provision for
income taxes which was based on the combined effective federal, state and local
income tax rates.
Results of Operations
Three months ended January 31, 2002 compared with three months ended January 31,
2001
Revenues from operations for the period ended January 31, 2002 were $12.5
million which represents a decrease of $1.4 million over revenues from
operations for the period ended January 31, 2001. This decrease was due to a
decrease of $2.3 million in revenues from our clinical reference laboratory
operations and an increase of $.9 million in revenues from research product
sales.
The decline of clinical laboratory services revenue was due primarily to reduced
reimbursement rates which were being experienced from various managed care
agreements and the negative results of an unprofitable contract which was
cancelled effective January 31, 2002. Clinical laboratory services are provided
to patients covered by various third party payor programs, including Medicare
and health maintenance organizations ("HMO's"). Billings for services are
included in revenue net of allowances for contractual discounts and allowances
paid for differences between the amounts billed and the estimated amount to be
paid. Recent trends have indicated a decrease in the collection rates from
certain third party payors and HMO's and the effect of such reduced collection
rates was reflected in the second quarter.
The increase in research product sales resulted primarily from an increase in
direct sales of research products of labeling and detection reagents for the
genomics and sequencing markets.
The cost of clinical laboratory services increased by $173,000 primarily due to
an increase in direct operating expenses based on the increased volume of units
tested. The cost of sales for research products decreased by $.7 million as a
result of a change in the revenue mix from two of the Company's non-exclusive
distribution agreements.
Our provision for uncollectible accounts receivable decreased by $82,000,
primarily due to a decrease in revenue from the clinical reference laboratory.
Selling, general and administrative expenses increased by approximately $183,000
as a result of an increase in legal fees.
Interest income, decreased by $.5 million as a result of a decrease in interest
rates.
Net income amounted to $0.8 million, compared with $1.6 million a year ago. Per
share earnings, fully diluted, amounted to $0.03 in the second quarter of fiscal
2002, compared with $.05 per share in the corresponding year-earlier period.
For the periods ending January 31, 2002 and 2001 we recorded a provision for
income taxes which was based on the combined effective federal, state and local
income tax rates.
11
PART II - Other Information
Item 1. Legal Proceedings
In 1993, the Company filed suit in U.S. district court against Calgene, Inc.,
alleging that Calgene's "Flavr Savr" tomato infringed several of the Company's
patents concerning antisense technology. After a trial, the district court ruled
against the Company, ruling that claims of these patents were invalid and not
infringed. In September 1999, the U.S. Court of Appeals for the Federal Circuit
affirmed the decision of the district court. On August 10, 2001, the case was
dismissed pursuant to stipulation of the parties, with each party to bear its
own costs and attorneys' fees. No significant adverse monetary impact to the
Company occurred.
In June 1999, the Company filed suit in the United States District Court for the
Southern District of New York against Gen-Probe Incorporated, Chugai Pharma
U.S.A., Inc., Chugai Pharmaceutical Co., Ltd., bioMerieux, Inc., bioMerieux SA,
and Becton Dickinson and Company, charging them with infringing the Company's
U.S. Patent 4,900,659, which concerns probes for the detection of the bacteria
that causes gonorrhea. On January 26, 2001, the court granted the defendants'
motion for summary judgment that the Company's patent is invalid. The grant of
summary judgment is being appealed to the Court of Appeals for the Federal
Circuit. The appeal proceedings are at an early stage. There can be no assurance
that the Company will be successful in these proceedings. However, even if the
Company is not successful, management does not believe that there will be a
significant adverse monetary impact.
On March 6, 2002, the Company was named, along with certain of its officers and
directors among others, in a complaint entitled Lawrence F. Glaser and Maureen
Glaser, individually and on behalf of Kimberly, Erin, Hannah, and Benjamin
Glaser v. Hyman Gross, Barry Weiner, Enzo Biochemical, Inc., Elazar Rabbani,
Sharim Rabbani, John Delucca, Dean Engelhardt, Richard Keating, Doug Yeats, and
Docs I-50, in the U.S. District Court for the Eastern District of Virginia. The
complaint was filed by an investor in the Company who has filed for bankruptcy
protection and his family. The complaint alleges securities and common law fraud
and breach of fiduciary duty and seeks in excess of $150 million in damages. The
Company has not yet been served and to its knowledge, none of the other
defendants have been served. The Company believes the complaint is frivolous and
without merit and intends to move to dismiss the action and/or otherwise defend
itself vigorously.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders was held on January 23, 2002
(b) The following matters were voted upon and the results were as
follows:
(1) Barry Weiner and John J. Delucca were nominated by
management and elected by the stockholders to serve
as directors until the next Annual Meeting of
Stockholders or until their respective successors are
elected and shall qualify. The Stockholders voted
24,429,323 and 24,756,704 shares in the affirmative
for Messrs, Weiner and Delucca, respectively, and
919,989 and 592,608 shares withheld for Messrs,
Weiner and Delucca, respectively.
(2) The Stockholders voted 23,854,105 shares for an
amendment to the Company's 1999 Stock Option Plan
increasing the number of options available for grant
by 1,000,000 from 997,500 to 1,997,500 and 1,321,653
shares were voted against and 173,554 shares
abstained.
(3) The Stockholders voted 25,172,235 shares in the
affirmative with respect to the ratification of Ernst
& Young LLP as the Company's independent auditors for
the fiscal year ended July 31, 2002 and 96,789 shares
against and 80,288 shares abstained.
12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENZO BIOCHEM, INC.
------------------
(registrant)
Date: March 15, 2002 by: /s/ Shahram K. Rabbani
------------------------------
Chief Operating Officer,
Secretary and Treasurer
13