UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1998 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 0-12459 Biosynergy, Inc. (Exact name of registrant as specified in its charter) Illinois 36-2880990 (State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 1940 East Devon Avenue, Elk Grove Village, Illinois 60007 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (847) 956-0471 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 was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares outstanding of common stock as of the close of the period covered by this report: 13,806,511 Page 1 of the 18 pages contained in the sequential numbering system. PART 1 - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Board of Directors and Shareholders Biosynergy, Inc. Elk Grove Village, Illinois The accompanying Balance Sheet of BIOSYNERGY, INC. as at January 31, 1998 and the related Statements of Operations, Shareholders' Equity (Deficit) and Statements of Cash Flows for the three and nine month periods ended January 31, 1998 and 1997 were not audited; however, the financial statements for the three and nine month periods ending January 31, 1998 and 1997 reflect all adjustments (consisting only of normal reoccurring adjustments) which are, in the opinion of management, necessary to provide a fair statement of the results of operations for the interim periods presented. The financial statements for the fiscal year ended April 30, 1997, were not audited due to the Company's lack of available cash to pay for such audit; however, the financial statements for the fiscal year ending April 30, 1997 reflect all adjustments (consisting only of normal reoccurring adjustments) which are, in opinion of management, necessary to provide a fair statement of the results of operations for the period presented. BIOSYNERGY, INC. March 9, 1998 BIOSYNERGY, INC. BALANCE SHEET ASSETS January 31, 1998 April 30,1997 Unaudited Unaudited CURRENT ASSETS Cash 18,746 12,420 Accounts Receivable, Trade, Net of Allowance for Uncollectible Accounts of $500 at January 31, 1998 and $500 at April 30, 1997 78,472 61,030 Inventories (Notes 1 and 4) 49,095 45,956 Prepaid Expenses 5,822 2,268 Total Current Assets 152,135 121,674 DUE FROM AFFILIATE (Note 3) 306,118 291,795 PROPERTY AND EQUIPMENT Equipment 170,670 161,320 Leasehold Improvements 15,140 12,216 185,810 173,536 Less: Accumulated Depreciation and Amortization ( 164,783) ( 163,010) 21,027 10,526 OTHER ASSETS Patents, Net of Accumulated Amortization (Note 1) 22,704 25,533 Deposits 5,995 6,051 Investment in Affiliated Company (Note 3) - - 28,699 31,584 507,979 455,579 --------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 10,103 12,873 Accrued Executive Compensation 37,355 67,856 Other Accrued Compensation 6,880 2,137 Accrued Payroll Taxes 559 791 Deferred Rent 1,775 1,751 Other Accrued Expenses 1,887 1,736 Total Current Liabilities 58,559 87,144 COMMITMENTS AND CONTINGENCIES (Note 7) - - SHAREHOLDERS' EQUITY (Note 5) Common Stock, No Par Value; 20,000,000 Shares Authorized, Issued: 13,806,511 Shares at January 31, 1998 and at April 30, 1997 632,663 632,663 Additional paid-in capital 100 100 Accumulated Deficit (183,343) (264,328) 449,420 368,435 507,979 455,579 ----------- ---------- The accompanying notes are an integral part of the financial statements. BIOSYNERGY, INC. STATEMENT OF OPERATIONS Unaudited Three Months Ended Nine Months Ended January 31, January 31, 1998 1997 1998 1997 REVENUES Sales 129,139 115,625 403,014 380,661 Interest Income - 20 - 54 Computer Rentals and Services 150 150 450 450 Other Income 762 772 2,192 6,669 130,051 116,567 405,656 387,834 COST AND EXPENSES Cost of Sales and Other Operating Charges 47,164 48,176 144,720 138,198 Research and Development 8,230 7,941 26,364 23,414 Marketing 13,195 12,525 37,477 39,814 General and Administrative 41,200 35,281 115,868 107,293 Interest Expense -- 39 242 343 109,789 103,962 324,671 309,062 NET INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS 20,262 12,605 80,985 78,772 INCOME TAXES 3,039 1,891 15,246 14,693 INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS 17,223 10,714 65,739 64,079 EXTRAORDINARY ITEMS Reduction of Income Taxes arising from utilization of prior Years' Net Operating Losses (Note 8) 3,039 1,891 15,246 14,693 NET INCOME (LOSS) 20,262 12,605 80,985 78,772 NET INCOME (LOSS) PER COMMON SHARE (Note 6): Before Extraordinary Items .0012 .0007 .0048 .0046 Extraordinary Items .0002 .0001 .0011 .0011 NET INCOME (LOSS) .0014 .0008 .0059 .0057 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 6) 13,806,511 13,806,511 13,806,511 13,806,511 ------------- -------------- ----------- ----------- The accompanying notes are an integral part of the financial statements. BIOSYNERGY, INC. STATEMENT OF SHAREHOLDERS' EQUITY NINE MONTHS ENDED JANUARY 31, 1998 Unaudited Additional Common Stock Paid-in Shares Amount Capital Deficit Total Balance, May 1, 1997 13,806,511 632,663 100 (264,328) 368,435 Net Profit (Loss) - - - 80,985 80,985 Balance, January 31, 1998 13,806,511 632,663 100 (183,343) 449,420 The accompanying notes are an integral part of the financial statements. BIOSYNERGY, INC. STATEMENTS OF CASH FLOWS Unaudited NINE MONTHS ENDED JANUARY 31, 1998 1997 OPERATING ACTIVITIES: Net Income (Loss) 80,985 78,772 Adjustments to Reconcile Net Cash Used for Operating Activities: Depreciation and Amortization 4,602 3,419 Changes in Operating Assets and Liabilities: (Increase) Decrease in Accounts Receivable (17,442) (10,750) (Increase) Decrease in Inventories ( 3,139) 7,191 (Increase) Decrease in Prepaid Expenses ( 3,554) ( 535) Increase (Decrease) in Accounts Payable and Accrued Expenses (28,585) (54,316) Net Cash Provided (Used) by Operating Activities 32,867 23,781 INVESTING ACTIVITIES: (Increase) Decrease in Due From Affiliate ( 14,323) ( 15,197) (Increase) Decrease in Deposits 56 19 (Increase) Decrease Equipment ( 9,350) - (Increase) Decrease Leasehold Improvements ( 2,924) - Net Cash Provided (Used) by Investing Activities (26,541) ( 15,178) FINANCING ACTIVITIES: Net Cash Provided (Used) by Financing Activities - - Increase (Decrease) in Cash and Cash Equivalents 6,326 8,603 Cash and Cash Equivalents at Beginning of Period 12,420 9,733 Cash and Cash Equivalents at End of Period 18,746 18,336 ------------ ------------ The accompanying notes are an integral part of the financial statements. BIOSYNERGY, INC. NOTES TO FINANCIAL STATEMENTS 1.Summary of Significant Accounting Policies: Inventories-Inventories are valued at the lower of cost or market using the FIFO (first-in, first-out) method. Equipment and Leasehold Improvements-Equipment and Leasehold improvements are stated at cost. Depreciation and amortization are computed primarily on the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance are charged to expense as incurred; renewals and betterments which significantly extend the useful lives of existing property and equipment are capitalized. Significant leasehold improvements are capitalized and amortized over the term of the lease. Research and Development, and Patents-Research and development expenditures are charged to operations as incurred. The cost of obtaining patents, primarily legal fees, are capitalized and amortized over seventeen years on the straight-line method. 2. Company Organization and Description: The Company was incorporated under the laws of the State of Illinois on February 9, 1976. It is primarily engaged in the development and marketing of medical, consumer and industrial thermometric and thermographic products that utilize cholesteric liquid crystals. 3. Related Party Transactions: The Company and its affiliates are related through common stock ownership as follows as of January 31, 1998: S T O C K O F A F F I L I A T E S F.K. Suzuki Stevia Biosynergy International Medlab Stock Owner Company Inc. Inc. Inc. Stevia Company, Inc. - 13.8% - - Biosynergy, Inc. .4% - - - F.K. Suzuki International, Inc. 55.8% 18.8% - 100.0% Fred K. Suzuki, - - 35.6% - Officer and Director Lauane C. Addis, .1% .1% 32.7% - Officer and Director James F. Schembri, - 12.9% - - Director Upon the completion of the Company's public offering on July 7, 1983, the Company issued 2,000,000 shares of its no par value common stock in exchange for 1,058,181 shares of common stock of Stevia Company, Inc. The common stock of Stevia Company, Inc. had no book value at the time of the exchange and, as a consequence, the Company recorded the exchange at zero dollar value. The Company owned 130,403 shares of Stevia Company, Inc. Common Stock at January 31, 1998. Although the Common Stock of Stevia Company, Inc. can be traded in the over-the-counter market, there is no established public trading market for such common stock due to limited and sporadic trades. Stevia Company, Inc. Common Stock had an estimated market price of less than $.01 as of January 31, 1998. Common offices are shared with Stevia Company, Inc. Intercompany charges for shared expenses are made by whichever company incurs such charges. Such intercompany charges, together with funds advanced in prior years, have resulted in the following balances due from Stevia Company, Inc.: January 31, 1998 - $293,197 April 30, 1997 - $278,874 At April 30, 1997 and January 31, 1998, the financial condition of Stevia Company, Inc. was such that it is unlikely to be able to repay the Company during the current year without liquidating a portion of its assets. The following balances were due from F.K. Suzuki International, Inc. at the dates indicated based on the allocation of common expenses offset by advances received from time to time: January 31, 1998 - $12,921 April 30, 1997 - $12,921 At April 30, 1997 and January 31, 1998, the financial condition of F.K. Suzuki International, Inc. was such that it is unlikely to be able to repay the Company during the current year without liquidating a portion of its assets. See also Note 5. 4. Inventories: Components of inventories are as follows: January 31, 1998 April 30, 1997 Raw Materials $ 33,995 $ 30,583 Work-in process 8,390 10,257 Finished Goods 6,710 5,116 $ 49,095 $ 45,956 ---------- ------------ 5.Common Stock: Effective January 31, 1990, the Company entered into an agreement with its President, Fred K. Suzuki, pursuant to which the Company granted an option to convert all or a portion of his accrued but unpaid compensation into shares of the Company's no par value common stock at a conversion rate of $.05 per share. The option is conditioned upon the Company having sufficient liquid assets to pay all employee taxes due at the time of the conversion. The option may be exercised until Mr. Suzuki is no longer owed accrued but unpaid salary. The accrued but unpaid salary arose as a result of Mr. Suzuki agreeing to defer his salary when the Company was not financially able to pay salaries on a regular basis. The option contains anti-dilutive provisions in the event of corporate capital reorganizations. An aggregate of 60,000 shares of the Company's common stock were subject to Mr. Suzuki's option at January 31, 1998. On August 1, 1993, the Company entered into a Stock Option Agreement with Fred K. Suzuki, President, granting Mr. Suzuki an option to purchase 3,000,000 shares of the Company's common stock at an option price of $0.025 per share. This Stock Option Agreement was granted to Mr. Suzuki in consideration of his loaning money to the Company on an unsecured basis from time to time. The option contains anti- dilutive provisions in the event of corporate capital reorganizations. As of January 31, 1998, no portion of this option has been exercised. The Company's common stock is traded in the over-the-counter market. However, there is no established public trading market for such common stock due to limited and sporadic trades. The Company's common stock is not listed on a recognized market or stock exchange. 6.Income (Loss) Per Share: Net income or (loss) per common share is computed using the weighted average number of common shares outstanding during the period, after giving effect to stock splits. Fully diluted earnings per share, assuming exercise of outstanding options, is not presented since exercise of the options would be anti-dilutive. 7. Lease Commitments: In 1997, the Company entered into a new lease agreement for its current facilities which expires January 31, 2001. The base rent under the lease, of which 15% is allocated to Stevia Company, Inc., escalates over the life of the lease. Total rent payments for each fiscal year are as follows: Year ending April 30 Total Base Rent 1996 $11,000 1997 $66,733 1998 $68,200 1999 $68,567 2000 $69,300 2001 $51,975 Also included in the lease agreement are escalation clauses for the lessor's increases in property taxes and other operating expenses. The lease can be extended for an additional five year term. 8. Income Taxes: At April 30, 1997, net operating loss carryforwards were available and expire, if not used, as follows: Year EndingNet Operating April 30, Losses 1998$ 193,062 1999 677,671 2000 455,166 2001 449,142 2002 132,470 2003 85,822 2004 41,176 2006 160 2007 28,253 $ 2,062,922 The Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes" for the fiscal year ending April 30, 1994 as required by SFAS No. 109. The effect, if any, of adopting Statement No. 109 on pre-tax income from continuing operations is not material. The Company has elected not to retroactively adopt the provisions allowed in SFAS No. 109; however, all provisions of the document have been applied since the beginning of fiscal year 1994. 9. Major Customers: Shipments to one customer accounted for approximately 27.36% of sales during the 3rd Quarter of Fiscal 1998 and 31.19% of sales during the nine month period ending January 31, 1998. The outstanding receivable from this customer was $27,687 at January 31, 1998. 10. Management's Plans: Management of the Company recognizes the Company's ability to continue as a going concern is subject to continued sales performance and the ability of the Company to raise money, when needed. Therefore, management intends to continue expanding the Company's marketing efforts and to seek out financing opportunities, if necessary. Item 2. MANAGEMENT ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES/REVENUES For the three month period ending January 31, 1998 ("3rd Quarter"), the net sales increased 11.68% or $13,514, and increased 5.87% or $22,353 during the nine month period ending January 31, 1998, as compared to net sales for the comparative periods ending in 1997. As of January 31, 1998, the Company had no back orders. In addition to the above, the Company realized $450 of income as a result of leasing a portion of its computer time to Stevia Company, Inc., an affiliate, and $2,192 of miscellaneous income for the nine month period ending January 31, 1998. INCOME/LOSS The Company realized a net profit of $20,262 during the 3rd Quarter as compared to a net profit of $12,605 for the comparative quarter of the prior year. The company also realized a net profit of $80,985 for the nine month period ending January 31, 1998 as compared to a net profit of $78,772 during the same period in 1997. The overall increase in net profit is due to an increase in sales. As of April 30, 1997, the Company has incurred net operating losses aggregating $2,062,922. As a result of net operating loss carryovers, no income taxes were due for Fiscal 1997 and will unlikely be due for Fiscal 1998. See "FINANCIAL STATEMENTS" for the effect of the net operating loss carryforwards on the Company's income tax position. The Tax Reform Act of 1986 will not alter the Company's net operating loss carryforward position, and the net operating loss carryforwards will be available and expire, if not used, as set forth in Footnote 8 of the "FINANCIAL STATEMENTS." EXPENSES GENERAL The operating expenses incurred by the Company during the 3rd Quarter increased overall by 5.60%, or $5,827, and increased by 5.05%, or $15,609 for the nine month period ending January 31, 1998. An explanation of each category of expenses is included to assist the reader in reviewing the operations of the Company during the periods indicated. COST OF SALES AND OTHER OPERATING CHARGES The cost of sales and other operating charges during the 3rd Quarter decreased by $1,012 and increased by $6,522 during the nine month period ending January 31, 1998 as compared to the same periods in 1997. As a percentage of sales, the cost of sales and other operating charges were 36.52% during the 3rd Quarter and 41.66% for the same quarter ending in 1997. For the nine month period, cost of sales and other operating charges were 35.91% in 1998 compared to 36.30% during the nine month period ending January 31, 1998. The increase in cost of sales and operating charges was due to an increase in salaries and related employee expenses. Otherwise, the cost of sales and operating charges, as a percentage of sales, has not materially changed during the last year, and is not expected to materially change in the foreseeable future. RESEARCH AND DEVELOPMENT Research and development costs increased $289 or 3.64% during the 3rd Quarter, as compared to the same quarter in 1997. These costs increased by $2,950 or 12.60% during the nine month period ending January 31, 1998 as compared to the same period in 1997. These increased costs do not reflect changes in the Company's development policies. The Company intends to continue to direct research and development to the improvement of its current product line and to those new products which are natural expansions of the current product line. The Company may also increase its research and development activities to fulfill contracts for the development of products specifically designed for a customer, which will generally be offset by research revenues. MARKETING Marketing costs for the 3rd Quarter increased by $670 or 5.35%, as compared to the quarter ending January 31, 1997, and decreased $2,337 or 5.87% during the nine month period ending January 31, 1998 as compared to the same period in 1997. The Company intends to expend its marketing budget as resources become available. GENERAL AND ADMINISTRATIVE General and administrative costs increased by $5,919, or 16.78%, during the 3rd Quarter and increased by $8,575 or 7.99% during the nine month period ending January 31, 1998, as compared to the same periods in 1997. The overall increase is due primarily to an increase in salaries and related employee expenses and writeoff of non-collectable receivables. These changes are not indicative of any trend, but only representative of normal fluctuations in general and administrative expenses. ASSETS/LIABILITIES GENERAL In the 3rd Quarter, the Company invested $9,350 on die Cutting Equipment. All manufacturing of the Company's cholesteric liquid crystal products are now done at the Company's facilities in Elk Grove Village, Illinois. The Company also invested $2,924 in leasehold improvements for the new equipment. The Company also experienced an increase in current assets and a decrease in liabilities due to improved cash flow. DUE FROM AFFILIATES The Company was owed $293,197 by Stevia Company, Inc. ("Stevia"), an affiliate, and $12,921 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at January 31, 1998. These affiliates owed $278,874 and $12,921 at April 30, 1997, respectively. These accounts primarily represent common expenses which are charged by one company to the other for reimbursement. These expenses include rent, salaries and benefits for common employees, insurance and legal fees. These expenses are reviewed from time to time to determine if reallocation is appropriate. See "FINANCIAL STATEMENTS." These expenses are incurred in the ordinary course of business. As a result of the increase in amounts due from affiliates, the Company has reduced its own liquid resources. The Company intends to reverse this trend by restricting the advances to and common expenses incurred on behalf of Stevia and FSKI until these affiliates are in a position to reimburse the Company. CURRENT ASSETS/CURRENT LIABILITY RATIO The ratio of current assets to current liabilities, 2.60 to 1, has improved compared to 1.40 to 1 at April 30, 1997. Management believes the Company's current asset/current liability ratio will be adequate for the Company's current and foreseeable future operating needs provided sales remain at the present level or improve. WORKING CAPITAL/LIQUIDITY During the nine month period ending January 31, 1998, the Company experienced an increase in working capital of $59,046. This is due to the continuing profits of the Company during the nine month period ending January 31, 1998 and the use of the cash flow from operations to reduce liabilities. Management of the Company recognizes the Company's ability to continue as a going concern is subject to maintaining and improving sales, profitable operations, collection of accounts receivable, and the ability of the Company to obtain capital, when needed, of which there is no assurance. The Company intends to continue expanding its marketing efforts in the medical market and new markets. If necessary, Management will seek out financing opportunities, including selling its common stock to private investors. The Company does not have a working line of credit, and there can be no assurance, nor is it anticipated, that the Company will be able to obtain a working line of credit on acceptable terms in the near future. The Company has not been refused goods or services from any of its vendors. Except for its operating working capital needs, the Company has no material contingencies for which it must provide. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K. (a) The following exhibits are included herein pursuant to Section 601: (3) Articles of Incorporation and By-laws (i) (10) Material Contracts (a) Deferred Compensation Option Agreement, dated January 31, 1990, between the Company and Fred K. Suzuki (ii) (b) Stock Option Agreement, dated August 1, 1993, between the Company and Fred K. Suzuki (iii) (11) Statement regarding computation of per share earnings - none. (15) Letter dated March 9, 1998, regarding interim financial information. (iv) (18) Letter regarding change in accounting principles - none. (19) Report furnished to securityholders - none. (22) Published report regarding matters submitted to vote of securityholders - none. (23) Consents of experts and counsel - none. (24) Power of Attorney - none. (27) Financial Data Schedule - P. E-1 (b) No Current Reports on Form 8K were filed during the period covered by this Report. (i) Incorporated by reference to a Registration Statement filed on Form S-18 with the Securities and Exchange Commission, 1933 Act Registration Number 2-38015C, under the Securities Act of 1933, as amended, and Incorporated by reference, with regard to Amended By-Laws, to the Company's Annual Report on Form 10K for fiscal year ending April 30, 1986 filed with the Securities and Exchange Commission. (ii) Incorporated by reference to the Company's Annual Report on Form 10K for fiscal year ending April 30, 1990 filed with the Securities and Exchange Commission. (iii) Incorporated by reference to the Company's Annual Report on Form 10K for fiscal year ending April 30, 1994 filed with the Securities and Exchange Commission. (iv) This exhibit is included in this report as a part of the Financial Statements, and is incorporated by reference herein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Biosynergy, Inc. Date March 9, 1998 Fred K. Suzuki President, Chairman of the Board, Chief Accounting Officer and Treasurer Date March 9, 1998 Lauane C. Addis Secretary, Corporate Counsel and Director SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Biosynergy, Inc. Date March 9, 1998 /s/ FRED K. SUZUKI /s/ Fred K. Suzuki President, Chairman of the Board, Chief Accounting Officer and Treasurer Date March 9, 1998 /s/ LAUANE C. ADDIS /s/ Lauane C. Addis Secretary, Corporate Counsel and Director SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q Quarterly Report Pursuant to Section 13 or 15 (d) of THE SECURITIES AND EXCHANGE ACT OF 1934 For the period ending January 31, 1998 Commission File Number: 0-12459 BIOSYNERGY, INC. (Exact name of registrant as specified in charter) 1940 East Devon Avenue Elk Grove Village, IL 60007 (847) 956-0471 Address and telephone number of registrant's principal executive office or principal place of business) EXHIBITS BIOSYNERGY, INC. EXHIBIT INDEX Page Number Pursuant to Sequential Exhibit Numbering Number Exhibit System 27 Financial Data Schedule E-1 BIOSYNERGY, INC.