UNITED STATES

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 October 31, 2018

 

__ TRANSITION REPORT UNDER 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 incorporation or organization) (IRS Employer Identification No.)

 

1940 East Devon Avenue, Elk Grove Village, Illinois 60007 847-956-0471

(Address of principal executive offices) (Registrant’s telephone number, including area code)

 

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 __

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes X No __

 

Indicate by check mark whether the registrant is a large accelerated filing, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ______ Accelerated filer ______

 

Non-accelerated filer (Do not check if a smaller reporting company) ______ Smaller reporting company ___X___

 

Emerging growth company ______

 

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X

 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of October 31, 2018: 14,935,511

BIOSYNERGY, INC.

 

PART 1 - FINANCIAL INFORMATION

 

Item 1. Financial Statements and Supplementary Data

 

 

BALANCE SHEETS

 

Assets
		October 31, 2018 April 30, 2018 Unaudited Audited
Current Assets Cash Accounts receivable, Trade (net of allowance for			$ 1,177,713 $ 1,140,428
doubtful accounts of $500 at October 31, 2018 and April 30, 2018)			220,570                     230,701
Inventories			143,354                     141,045
Prepaid expenses			29,188                       55,845
Total Current Assets			1,570,825                 1,568,019
Property, Plant and Equipment Equipment			202,943 201,764
Leasehold improvements			25,809                       23,447
Operating lease -  right of use asset			178,200-
			406,952                     225,211
Less accumulated depreciation and amortization			(264,098)                  (215,371)
Total Property, Plant and Equipment, Net			142,854                        9,840_
Other Assets Patents, less accumulated amortization			125,524 61,687
Pending patents			-69,420
Deposits			5,937                         5,937
Total Other Assets			131,461                     137,044
			$               1,845,140    $            1,714,903

The accompanying notes are an integral part of the financial statements.

 

 

BIOSYNERGY, INC.

 

PART 1 - FINANCIAL INFORMATION

 

  

BALANCE SHEETS

 

Liabilities and Shareholders’ Equity

 

 

		October 31, 2018 April 30, 2018 Unaudited Audited
Current Liabilities Accounts payable			$ 2,857 $ 9,373
Accrued compensation and payroll taxes			6,789                       25,992
Accrued vacation			20,375                       24,271
Other accrued liabilities			272                       10,996
Operating lease liability			89,100-
Total Current Liabilities			119,393                       70,632
Long Term Liabilities

Deferred income taxes 25,440 25,440

Operating lease liability 45,100 -

Total Long Term Liabilities 70,540 25,440

 

Shareholder's Equity

Common stock, no par value: 20,000,000 authorized

shares issued: 14,935,511 shares at October 31, 2018 and 660,988 660,988

April 30, 2018

Receivable from affiliate (19,699) (19,699)

Retained earnings 1,013,918 977,542

Total Shareholders' Equity 1,655,207 1,618,831

 

$ 1,845,140 $ 1,714,903

 

 

The accompanying notes are an integral part of the financial statements.

 

BIOSYNERGY, INC.

 

Statements of Operations

(unaudited)

		Three Months Ended								Six Months Ended
		October 31								October 31
		2018				2017				2018				2017
Net sales		$	328,429			$	320,515			$	646,258			$	623,419
Cost of sales			107,885				88,976				211,799				187,212
Gross profit			220,544				231,539				434,459				436,207
Operating expenses
Marketing			48,265				47,961				93,973				93,535
General and administrative			97,615				94,653				214,955				224,096
Research and development			38,911				49,898				75,832				90,565
Total Operating Expenses			184,791				192,512				384,760				408,196
Income from operations			35,753				39,027				49,699				28,011
Other income
Interest income			132				107				224				215
Other income			480				480				960				960
Total Other Income			612				587				1,184				1,175
Net income before income taxes			36,365				39,614				50,883				29,186
Provision for income taxes			10,368				9,153				14,507				5,885
Net income		$	25,997			$	30,461			$	36,376			$	23,301
Net income per common share - basic and diluted		$	0.002			$	0.002			$	0.002			$	0.002
Weighted-Average Shares of Common Stock Outstanding - Basic and Diluted			14,935,511				14,935,511				14,935,511				14,935,511

 

 

The accompanying notes are an integral part of the financial statements.

 

 

  

 

BIOSYNERGY, INC.

 

STATEMENT OF SHAREHOLDERS' EQUITY

 

SIX MONTHS ENDED OCTOBER 31, 2018

 

Unaudited

 

 

 

Common Stock

 

				Receivable from Shares Amounts Affiliate		Retained Earnings				Total
	Balance, May 1, 2018			14,935,511   $      660,988    $             (19,699)		$	977,542			$	1,618,831
	Net Income Balance, October 31,			-                            -                              -		$	36,376			$	36,376
	2018			14,935,511   $      660,988    $             (19,699)		$	1,013,918			$	1,655,207

 

 

 

The accompanying notes are an integral part of the financial statements.

  

  

BIOSYNERGY, INC.

 

STATEMENTS OF CASH FLOWS

 

Unaudited

 

Six Months Ended October 31

Cash flows from operating activities		2018				2017
Net income Adjustments to reconcile net loss to cash provided by operating activities		$	36,376			$	23,301
Depreciation and amortization changes in assets and liabilities			54,310				9,410
Accounts receivable			10,131				32,960
Inventories			(2,309	)			24,832
Prepaid expenses and other			26,657				4,767
Accounts payable and accrued expenses			(40,339	)			(28,860	)
Building lease liability for right of use asset			(44,000	)			—
Total adjustments			4,450				43,109
Net cash provided by operating activities			40,826				66,410
Cash flows from investing activities Purchase of Equipment			(3,541	)			—
Net cash used in investing activities			(3,541	)			—
Increase in cash and cash equivalents			37,285				66,410
Cash and cash equivalents beginning period			1,140,428				1,040,582
Cash and cash equivalents ending period Supplemental cash flow information		$	1,177,713			$	1,106,992
Interest paid		$	—			$	—
Income taxes paid Non-Cash Transactions		$	—			$	11,000
Recording of right of use asset-building lease		$	178,200			$	—

 

The accompanying notes are an integral part of the financial statements.

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 1 - Company Organization and Description

 

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments which are necessary for a fair presentation of the financial position and results of operations for the periods presented. The unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These condensed financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s April 30, 2018 Annual Report on Form 10-K. The results of operations for the six months ended October 31, 2018 are not necessarily indicative of the operating results for the full year.

 

Biosynergy, Inc. (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. The Company’s primary product, the HemoTemp II Blood Monitoring Device, accounted for approximately 90.84% of the sales during the six months ending October 31, 2018 and 91.78% during the six months ending October 31, 2017. The products are sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States.

 

Note 2 - Summary of Significant Accounting Policies

 

Cash

 

The Company maintains all of its cash in various bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.

 

Receivables

 

Receivables are carried at original invoice less estimates made for doubtful receivables. Management determines the allowances for doubtful accounts by reviewing and identifying troubled accounts on a periodic basis and by using historical experience applied to an aging of accounts. A receivable is considered to be past due if any portion of the receivable balance is outstanding beyond the stipulated due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

 

Inventories

 

Inventories are valued at the lower of cost or market using the FIFO (first-in, first-out) method.

 

Depreciation

 

Equipment and leasehold improvements are stated at cost. Depreciation is computed using 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 equipment are capitalized. Significant leasehold improvements are capitalized and amortized over the term of the lease; equipment is depreciated over three to ten years.

Depreciation expense was $4,177 and $5,067 for the six month periods ending October 31, 2018 and 2017, respectively.

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (Cont’d)

 

Prepaid Expenses

 

Certain expenses, primarily insurance and income taxes, have been prepaid and will be used within one year.

 

Revenue Recognition

 

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) 605, Revenue Recognition. Several additional ASUs have subsequently been issued amending and clarifying the standard. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized. The updates may be applied retrospectively for each period presented or as a cumulative-effect adjustment at the date of adoption.

 

The Company adopted this standard on May 1, 2018, using the modified retrospective approach. The impact of the adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements is as follows:

•

The Company’s revenue is primarily generated from the sales of products directly to customers or through distribution channels, based on purchase orders and not supply contracts providing for additional goods or services once the products are transferred to the customer. The Company’s performance obligations underlying such sales, and the timing of revenue recognition related thereto, remain substantially unchanged following the adoption of this ASU.

•

The adoption of ASU No. 2014-09 requires that the Company recognize its sales return allowance on a gross basis rather than as a net liability. As such, the Company now recognizes a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the products, less any expected recovery costs (recorded as an increase to prepaid expenses and other current assets), and a return liability for the amount of expected returns (recorded as an increase to other current liabilities). The Company’s analysis of sales returns over the past several years noted that sales returns are nominal and therefore no sales return allowance is deemed necessary.

 

There was no adjustment necessary for fiscal year ending April 30, 2018 or prior in relation to the change in the revenue recognition policy and no significant effects on the six month period ending October 31, 2018.

 

Shipping and Handling

 

Shipping and handling fees billed to customer, if any, are netted against the related costs which are included in cost of sales. The net cost is not material.

 

 

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (Cont’d)

 

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes related primarily to differences in the methods of accounting for patents, inventories, certain accrued expenses and bad debt expenses for financial and income tax reporting purposes. The deferred income taxes represent the future tax consequences of those differences, which will be taxable in the future.

 

The Company files tax returns in the U.S. federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations, generally for three years after filing, although there are currently no ongoing tax examinations. Management’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense.

 

The provision for income taxes consists of the following components for the six month periods ended October 31:

 

2018 2017

Current

Federal $9,673 $4,431

State 4,834 1,454

Provision for Income Taxes $14,507 $5,885

 

The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:

 

		Period ended October 31,
			2018   2017
U.S. federal statutory tax rate			21.0%         34.0%
State income tax expense, net of Federal tax benefit			7.51         5.0
Effect of graduated federal tax rates			—	(7.64)
Effective Tax Rate			28.51 %     31.36%

 

Research and Development and Patents

 

Research and development expenditures are charged to operations as incurred. The costs of obtaining patents, primarily legal fees, are capitalized and, once obtained, are amortized over the life of the respective patent on the straight-line method.

 

Patent amortization expense for the six months ended October 31, 2018 and 2017 were $5,583 and $4,343 respectively.

 

Patents relate to products that have been developed and are being marketed by the Company. Patents pending relate to products under development.

 

 

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (Cont’d)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Income Per Common Share

 

Income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Basic and diluted net income per common share is the same for the six months ended October 31, 2018 and 2017 as there are no common stock equivalents.

 

Comprehensive Income

 

Components of comprehensive income include amounts that are included in the comprehensive income but are excluded from net income. During the six month periods ending October 31, 2018 and 2017, there were no differences between the Company’s net income and comprehensive income.

 

Fair Value of Financial Instruments

 

The Company evaluates its financial instruments based on current market interest rates relative to stated interest rates, length to maturity and the existence of readily determinable market prices. Based on the Company’s analysis, the fair value of financial instruments recorded on the balances sheets as of October 31, 2018 and April 30, 2018, approximates their carrying value.

 

Segments

 

Accounting standards have established annual reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. The Company’s operations were a single reportable segment and an international segment. The international segment operations are immaterial. See Note 7.

 

Recent Accounting Pronouncements

 

The FASB issues ASUs to amend the authoritative literature in Accounting Standards Certification (ASC). There have been a number of ASUs to date that amend the original text of ASCs. Those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

 

 

 

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 3 – Inventories

 

October 31, 2018

April 30,                     2018

Components of inventories are as follows:

Raw materials		$	104,694			$	97,319
Work-in-process			24,610				24,624
Finished goods			14,050				19,102
		$	143,354			$	141,045

Note 4 – Common Stock

 

The Company’s common stock is traded in the over-the-counter market. However, there is no established public trading market due to limited and sporadic trades. The Company’s common stock is not listed on a recognized market or stock exchange.

 

Note 5 - Related Party Transactions

 

The Company and its affiliates are related through common stock ownership as follows as of October 31, 2018:

 

						Stock of Affiliates
			Biosynergy, Inc.				F.K. Suzuki International, Inc.				Medlab, Inc.
F.K. Suzuki International, Inc			30.0	%			—	%			100.0	%
Fred K. Suzuki, Officer			4.1				30.0				—
Lauane C. Addis, Officer			—				—				—
Jeanne S. Addis, Trustee			—				28.1				—
Mary K. Friske, Officer			.3				.7				—
Laurence C. Mead, Officer			.4				10.0				—
Beverly K. Suzuki			2.7				—				—
Malcolm MacCoun, Director			—				—				—

 

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 5 - Related Party Transactions (Cont’d)

 

As of October 31, 2018, $19,699 was due from F. K. Suzuki International, Inc. These balances result from an allocation of common expenses charged to FKSI prior to April 30, 2006 offset by advances received from time to time. No interest income is received or accrued by the Company. The financial condition of FKSI is such that it will unlikely be able to repay the Company during the next year without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the receivable balance has been reclassified as a contra equity account since April 30, 2006.

 

A board member provided a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $14,811 and $19,421 for the six months ended October 31, 2018 and 2017 respectively.

 

Note 6 – Lease Commitments

 

On February 25, 2016, the FASB issued Topic 842, Leases. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. The amendments are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. At inception, a lessee must classify all leases as either finance or operating. In February 2018, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 2018 and expires on April 30, 2020. Under the new lease standard, which was early-adopted by the Company as of May 1, 2018, the Company’s lease was accounted for as an operating lease. As a result, the Company measured the lease liability using the two year term and rates per the lease agreement and recognized a lease liability, with a corresponding right-of-use asset. A discount was not calculated due to the lease agreement only having a two year term.

 

The operating lease expense, recorded as depreciation expense, for the six months ending October 31, 2018 is $44,550. The corresponding expense, recorded as rent expense, for the six months ending October 31, 2017 is $44,000. Retrospective application of the new standard did not render any adjustments since all of the Company’s operating leases were less than one year.

 

Maturities of lease liabilities as of October 31, 2018 are presented in the following table:

 

Year Ending April 30:

 

2019

$ 44,000

2020

$ 90,200

 

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2018 and 2017

 

Note 7 – Customer Concentrations

 

Shipments to one customer amounted to 30.53% of sales during the first six months of Fiscal 2019 compared to 29.58% during the comparative Fiscal 2018 period. As of October 31, 2018, there were outstanding accounts receivable from this customer of $55,423 compared to $66,320 at October 31, 2017. Shipments to another customer amounted to 35.66% of sales during the first six months of Fiscal 2019 and 35.53% of sales during the first six months of Fiscal 2018. As of October 31, 2018, there were outstanding accounts receivable from this customer of $127,278 compared to $130,456 at October 31, 2017.

 

The Company had export sales of $32,865 during the 2^nd Quarter of Fiscal 2019, and export sales of $16,310 during the first 2^nd Quarter of Fiscal 2018. For the six months ending October 31, 2018 export sales were $43,655 and $24,960 for the same period ending October 31, 2017. The Company also believes that some of its medical devices were sold to distributors within the United States who resold the devices in foreign markets. However, the Company does not have any information regarding such sales and such sales are not considered to be material.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Net Sales/Revenues

 

For the three month period ending October 31, 2018 (“2nd Quarter”), the net sales increased 2.47%, or $7,914, and increased 3.67%, or $22,839, during the six month period ending October 31, 2018, as compared to net sales for the comparative periods ending in 2017. This increase in sales is primarily the result of an increase in the sales of HemoTemp^® , HemoTemp^® II and HemoTemp^® II Activators. As of October 31, 2018, the Company had no back orders.

 

In addition to the above, the Company had $612 and $1,184 of other miscellaneous revenues primarily from interest income and leasing a portion of its storage space to a third party during the three and the six month periods ending October 31, 2018, respectively.

 

Costs and Expenses

General

 

The operating expenses of the Company during the 2nd Quarter decreased overall by 4.01%, or $7,721, and decreased by 5.74%, or $23,436, for the six month period ending October 31, 2018, as compared to the same periods ending in 2017. The decrease during the 2^nd Quarter and for the six month period ending October 31, 2018 was due to a one time chemical waste disposal fee last year, and decrease in legal and accounting fees this year.

Cost of Sales

 

The overall cost of sales during the 2nd Quarter increased by $18,909 and increased by $24,587 during the six month period ending October 31, 2018 as compared to the same periods ending in 2017. For the six months ended October 31, 2018, the increase was due to higher sales of the HemoTemp^® II activators, higher employee costs and higher raw material costs. As a percentage of sales, the cost of sales were 32.85% during the 2nd Quarter and 27.76% for the comparative quarter ending in 2017; and 32.77% during the six month period ending October 31, 2018 compared to 30.03% in 2017. It is not anticipated that the cost of sales as a percentage of sales will materially change in the near future.

 

Research and Development Expenses

 

Research and Development costs decreased $10,987, or 22.02%, during the 2nd Quarter as compared to the same quarter in 2017. These costs decreased by $14,733, or 16.27%, during the six month period ending October 31, 2018 as compared to the same period in 2017. This decrease was primarily due to the cost of chemical waste disposal last year.

 

Marketing Expenses

 

Marketing expenses for the 2nd Quarter increased by $304, or .63%, as compared to the quarter ending October 31, 2017 and increased by $438, during the six month period ending October 31, 2018 compared to the six-month period ending October 31, 2017. The change in marketing expenses for the six-month period ending October 31, 2018 compared to the six-month period ending October 31, 2017 was not material or related to any one expense item.

General and Administrative Expenses

 

General and administrative costs increased by $2,962, or 3.13%, in the 2nd Quarter, and decreased by $9,141, or 4.08%, during the six month period ending October 31, 2018, as compared to the same periods in 2017. This overall decrease for the six months ending October 31, 2018 was due primarily to lower legal fees and timing of accounting fees. Except for unforeseen items and ordinary cost increases, it is unlikely general and administrative expenses will materially change during the remainder of Fiscal 2019.

 

Net Income

 

The Company realized a net income of $25,997 during the 2nd Quarter as compared to a net income of $30,461 for the comparative quarter in the prior year. The Company also realized a net income of $36,376 for the six month period ending October 31, 2018 as compared to a net income of $23,301 during the same period in 2017. The increase in net income is a result of an increase in net sales and a decrease in overall operating expenses.

 

Assets/Liabilities

General

 

Since April 30, 2018, the Company’s assets have increased by $130,237 and liabilities have increased by $93,861. The increase in assets is due to an increase in cash and inventories offset by decreases in accounts receivables, and prepaid expenses. Also, the implementation of FASB Topic 842 related to changes in the accounting treatment for leases (“FASB Topic 842”) increased assets by $89,100 and increased liabilities by $134,200, offset by a decrease of $40,339 in other current liabilities.

 

Related Party Transactions

 

The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at October 31, 2018 and April 30, 2018. This account primarily represents common expenses which were previously charged by the Company to FKSI for reimbursement. No interest is received or accrued by the Company. Collectability of the amounts due from FKSI cannot be assured without the liquidation of all or a portion of its assets, including a portion of its common stock of the Company. As a result, the amount owed by FKSI to the Company is classified as a reduction of FKSI’s capital in the Company.

 

A board member provides a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $14,811 and $19,421 for the six months ended October 31, 2018 and 2017, respectively.

 

Current Assets/Liabilities Ratio

 

The ratio of current assets to current liabilities, 13.16 to 1, has decreased compared to 22.2 to 1 at April 30, 2018, primarily due to the adoption of FASB Topic 842. This decrease is not indicative of a material change in the financial condition of the Company, but rather the result of a change in accounting reporting method for the Company’s facilities lease. The Company anticipates the ratio of current assets to current liabilities will remain substantially at its current level as a result of the change in accounting methods, subject to other normal fluctuations. In order to maintain or improve the Company’s asset/liabilities ratio, the Company’s operations must remain profitable.

Liquidity and Capital Resources

 

During the six month period ending October 31, 2018, the Company experienced a decrease in working capital of $45,955. This was primarily due to the adoption of FASB Topic 842. Without the adoption of FASB Topic 842, working capital would have increased by $43,145.

 

The Company has attempted to conserve working capital whenever possible. To this end, the Company attempts to keep inventory at minimum levels. The Company believes that it will be able to maintain adequate inventory to supply its customers on a timely basis by careful planning and forecasting demand for its products. However, the Company is nevertheless required to carry a minimum amount of inventory to meet the delivery requirements of customers and thus, inventory represents a substantial portion of the Company’s investment in current assets.

 

The Company presently grants payment terms to customers and dealers. Although the Company experiences varying collection periods of its account receivable, the Company believes that uncollectable accounts receivable will not have a significant effect on future liquidity.

 

The cash provided by operating activities was $40,826 during the six month period ending October 31, 2018. The cash used in investing activities was $3,541 during the six month period ending October 31, 2018. Except for its operating working capital, limited equipment purchases and patent expenses, management is not aware of any other material capital requirements or material contingencies for which it must provide. There were no cash flows from financing or investing activities during the six month period ending October 31, 2018.

 

As of October 31, 2018, the Company had $1,570,825 of current assets available. Of this amount, $29,188 was prepaid expenses, $143,354 was inventory, $220,570 was net trade receivables and $1,177,713 was cash. The Company’s available cash and cash flow are considered adequate to fund the short-term capital needs of the Company. The Company does not have a working line of credit, and does not anticipate obtaining a working line of credit in the near future. Thus there is a risk additional financing may be necessary to fund long-term capital needs of the Company, although there is no such currently known long-term capital needs other than operations.

 

Effects of Inflation. With the exception of raw material and labor costs increasing with inflation, inflation has not had a material effect on the Company’s revenues and income from continuing operations in the past three years. Inflation is not expected to have a material effect in the foreseeable future.

 

Critical Accounting Policies and Estimates. On December 12, 2001, the SEC issued FR-60 “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” FR-60 is an intermediate step to alert companies to the need for greater investor awareness of the sensitivity of financial statements to the methods, assumptions, and estimates underlying their preparation, including the judgments and uncertainties affecting the application of those policies and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

 

The Company’s significant accounting policies are disclosed in Note 2 to the Financial Statements for the 2nd Quarter. See “Financial Statements.” Except as noted below, the impact on the Company’s financial position or results of operation would not have been materially different had the Company reported under different conditions or used different assumptions. The policies which may have materially affected the financial position and results of operations of the Company if such information had been reported under different circumstances or assumptions are: none.

 

Use of Estimates. Preparation of financial statements and conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The financial condition of the Company and results of operations may differ from the estimates and assumptions made by management in preparation of the Financial Statements accompanying this report.

 

Allowance for Bad Debts. The Company periodically performs credit evaluations of its customers and generally does not require collateral to support amounts due from the sale of its products. The Company maintains an allowance for doubtful accounts based on its best estimate of accounts receivable.

 

Forward-Looking Statements

 

This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward-looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments effecting the Company’s business, the impact of competitive products and services, changes in the medical and laboratory industries caused by various factors, risks inherit in marketing new products, as well as other factors as set forth in this report. Thus, such forward-looking statements should not be relied upon to indicate the actual results which might be obtained by the Company. No representation or warranty of any kind is given with respect to the accuracy of such forward-looking information. The forward-looking information has been prepared by the management of the Company and has not been reviewed or compiled by independent public accountants.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Company’s primary exposure to market risk is interest rate risk associated with its short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates. The Company’s operations are not exposed to financial risk that will have a material impact on its financial position and results of operation.

 

Item 4.

Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) which are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Accounting Officer have concluded that the Company’s disclosure controls and procedures are effective.

 

There have been no changes in the Company’s internal control over financial reporting during the Company’s Fiscal Quarter ending October 31, 2018 that have materially affected or are likely to materially affect the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

As of the end of the Company’s Fiscal Quarter ending October 31, 2018, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party to of which any of their property is the subject.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect the Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2018. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended April 30, 2018 or during the second quarter of Fiscal 2019.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the past three years, the Company has not sold securities which were not registered under the Securities Act.

 

Item 3.

Defaults Upon Senior Securities.

 

The disclosures required by this Item are not applicable to the Company.

 

Item 4.

Mine Safety Disclosures.

 

The disclosures required by this Item are not applicable to the Company.

 

Item 5.

Other Information.

 

(a)

The Company is not required to disclose any information in this Form 10-Q otherwise required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q.

 

(b)

During the Fiscal Quarter ending October 31, 2018, there have been no material changes to the procedures by which the security holders may recommend nominees to the Company’s board of directors, where such changes were implemented after the Company last provided disclosure in response to the requirements of Regulation S-K.

 

Item 6. Exhibits.

 

The following exhibits are filed as a part of this report:

 

(2)

Plan of Acquisition, reorganization, arrangement, liquidation or succession - none

 

(3)

Articles of Incorporation and By-laws(i)

(4)

Instruments defining rights of security holders, including indentures - none.

 

(10)

Material Contracts – none.

 

(11)

Statement regarding computation of per share earnings- none.

 

(15)

Letter regarding unaudited interim financial information - none.

 

(18)

Letter regarding change in accounting principles - none.

 

(19)

Reports furnished to security holders - none.

 

(22)

Published report regarding matters submitted to vote of security holders - none.

 

(23)

Consents of experts and counsel - none.

 

(24)

Power of Attorney - none.

 

(31.1)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

 

(31.2)

Certification of the Chief Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

 

(32.1)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Sect. 1350. Filed herewith.

 

(32.2)

Certification of the Chief Accounting Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Sect. 1350. Filed herewith.

____________________

 

(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 and Restated By-Laws, to the Company’s Current Statement on Form 8-K dated as of July 2, 2009 filed with the Securities and Exchange Commission.

 

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  December 17, 2018	/s/ Fred K. Suzuki
	Fred K. Suzuki Chief Executive Officer, Chairman of the Board, and President
Date  December 17, 2018	/s/ Laurence C. Mead
	Laurence C. Mead Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer