Item 1. Business.
General Development of Business. Biosynergy, Inc. (the "Company") was incorporated as an Illinois corporation on February 9, 1976. The Company was formed primarily for the purpose of developing, manufacturing, and marketing products utilizing cholesteric liquid crystals. The Company presently manufactures and markets disposable medical, laboratory, and industrial thermometric and thermographic cholesteric liquid crystal devices, and reusable gel packs designed for transporting temperature sensitive materials. The Company also distributes an electronic heat block used as an activator for its HemoTempR II Core Correlated Blood Monitoring Device manufactured by a third party to specifications of the Company.
The Company did not enter into any agreements materially affecting its operations during Fiscal 2020. The Company experienced a decrease in sales of $54,136 or 4.19% in Fiscal 2020. Sales in Fiscal 2020 were $1,237,393. The Company realized an after income tax profit of $36,048 for Fiscal 2020 compared to an after income tax profit of $73,485 for Fiscal 2019. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company continued its development and review of the proposed products described in “Thermographic and Thermometric Devices and Accessories” below.
The Company continued to introduce its products directly to industrial customers during Fiscal 2020. Management believes there is a need for its products and technology in the industrial markets.
Except as stated above, there were no other significant contracts or developments with regard to the Company's business during the past fiscal year.
Financial Information About Industry Segments. The Company’s revenues were generated from sales of medical and laboratory products in the medical and laboratory industry segment during the fiscal years ended April 30, 2020 and 2019. For a description of these products, see “Narrative Description of Business.”
See "Information About Foreign and Domestic Operations and Export Sales". See also "Selected Financial Data" and "Financial Statements and Supplementary Data."
Narrative Description of Business. The Company is presently engaged in the business of developing, manufacturing, and marketing disposable thermometric and thermographic temperature indicators and accessories for the medical, laboratory and industrial markets. The Company has also developed a bacteria growth retardant agent which is not currently produced or sold by the Company. Further information about the business and proposed products of the Company are described below.
Thermographic and Thermometric Devices and Other Products. During the fiscal year ending April 30, 2020 the Company manufactured and marketed various medical, laboratory, and consumer thermometric, thermographic, and temperature control devices and accessories. These products (described below) were sold to hospitals, clinical end-users, laboratories, and product dealers.
1.The HemoTempR Core Correlated Blood Monitoring Device ("BMD") is designed to be a human blood bag temperature indicator. Human blood must be maintained, optimally, at 1-3o C., and not allowed to exceed 6-10oC. Since human blood is always in short supply, it is critical that blood be maintained within these specifications to avoid loss. HemoTempR BMD monitors the core temperature of a blood bag from 1-12o C, and replaces the impractical mercury thermometer susceptible to breakage. HemoTempR BMD once attached to the blood bag is usable throughout the life of the blood.
2.HemoTempR II Core Correlated BMD is designed to warn blood bank personnel whenever the internal temperature of the blood bag has exceeded approximately 6-10o C. HemoTempR II BMD has an irreversible indicator that is activated when the tag is applied to the blood bag at approximately 3o C. After being activated, the irreversible indicator remains blue colored for at least 48 hours if the blood is kept at 3o C, however, if the blood is warmed to a temperature of 6-10o C. or above, the indicator will lose its blue color much more rapidly or the indicator will change color; the nature and degree of the color change depend on the temperature of the sample and the time at each temperature. The irreversible indicator will not return to blue even if the blood is subsequently recooled, indicating that the blood has been warmed. The reversible portion of the indicator reversibly monitors temperatures from 1-9o C. HemoTempR II BMD is non-reusable and must be replaced each time the blood bag is returned to the blood bank and reissued.
3.HemoTempR II Activator is an electronic, portable block model heater developed to provide a reliable source of heat necessary to activate the Company's HemoTempR II BMD. The HemoTempR II Activator has a thermostatic control to permit precise setting and continuous control of temperatures in the range for activation of the Company's HemoTempR II BMD. This device is intended by the Company to be used with HemoTempR II BMD as a system for blood monitoring. This device is manufactured by another company to specifications set by the Company.
4.TempTrendR Temperature Indicator ("TI") is primarily used to monitor the temperature of urine specimens collected for drug testing to detect fraudulent urine specimens. Most common forms of drug testing require a urine specimen. However, the test is valid only if a legitimate urine specimen is collected which has not been altered by the subject to mask a drug abuse problem. In order to eliminate altered or fraudulent urine specimens in tests on federal employees, federal government guidelines require that urine temperature be measured within four minutes of sample collection, and that the temperature be 90.5-98.9o F. Temperature measurements taken with TempTrendR TI are simply a matter of observing the color illuminated number and recording the temperature. TempTrendR TI also provides a non-invasive method of monitoring the actual surface temperature trends of any body surface where temperature measurement is important, such as near joints in rheumatoid arthritis and to assess blood circulation.
5.TempTrendR II Temperature Trend Device ("TTD") is a second generation temperature trend device which is correlated to internal body temperature and provides a non-invasive, readily visible means of monitoring changes in body temperature. TempTrendR II TTD will reflect oral temperatures such as those taken by glass thermometers. TempTrendR II TTD is used intraoperatively to warn of developing hyper or hypothermic conditions. The indicator can also be used for monitoring a patient's temperature during any type of transfusion procedure.
6.LabTempR 20 and LabTempR 40 Surface Temperature Indicators ("STI") are designed to reversibly indicate the temperature of laboratory materials which require specific storage or use temperatures. LabTempR 20 STI indicates temperatures between 0-21o C. and LabTempR 40 STI monitors temperatures between 19-21 and 24-41o C. These thermometers are designed to monitor the temperature and changes in temperature of hundreds of laboratory chemicals and supplies which require specific temperature conditions; however, these thermometers are suitable for temperature measurement of any surface.
7.StaFreezR Freeze-Thaw Indicator ("FTI") is a freeze-thaw indicator which will irreversibly indicate whether frozen material is warmed to greater than -20 o C. Once the frozen product exceeds -20o C., the liquid crystal indicator will turn from blue to gray to black, and refreezing the product at a lower temperature will not bring back the original frozen state color.
8.HemoCoolTM Gel-Pak is a reusable gel pack designed for transporting temperature sensitive materials. The HemoCoolTM Gel-Pak is unique in that it can be used to assist in maintaining the temperature of temperature sensitive materials both during the processing of the materials (labeling, testing, etc.) while outside the refrigerator as well as during transport.
9.HemoCoolTM Gel-Pak for test tubes is a reusable gel pack designed for transporting up to six test tubes while outside of the refrigerator. For example, this use can be valuable for new admissions in hospitals who may have 1 - 6 test tubes of samples collected or large collections which may consist of more than one test tube. These collections can also be isolated using the gel pack.
10.HemoCoolTM Rollup Gel-Pak for test tubes is a reusable rollup gel pack designed for transporting up to seven test tubes while outside of the refrigerator. This device has the same capability as the Gel-Pak described above and additionally can be rolled up and transported through a pneumatic tube system.
11.The Company also has the capability of manufacturing on an as needed basis, specialty products including devices manufactured to the specification and design of the customer, such as time/temperature shipping labels for food products under the trade name FoodGardeTM Time/Temperature Indicators and liquid crystal thermometers for general purpose thermometry. The Company is not currently selling any such specialty products.
Products Under Development. The Company is also developing these other products.
1.The Company previously developed a compound intended for use as bacteria growth retardant agents for use in various products and processes. Although these antibacterial compounds are subject to Food and Drug Administration (“FDA”) regulation, they are historically designated as Generally Recognized As Safe (GRAS). The Company is not currently producing or selling these compounds. Since there are several unknown factors regarding efficacy, supply and regulatory requirements, the outcome of this project cannot be predicted with any certainty at this time.
2.The Company is also investigating production methods for the bacteria growth retardant compound described in Paragraph 1 above. In this regard, the Company has developed certain proprietary technology related to the processing of these compounds. On October 14, 2014, the Company was granted a patent “Method of Producing Eggshell Powder” related to the processing and manufacture of bacteria growth retardant compounds for use in food and other products (see “Patents and Trademarks”).
3.The Company has recognized a need exists for a simple, inexpensive indicator to determine if sensitive materials have been subjected to freezing temperatures. The Company is continuing its investigation of the feasibility of such an indicator.
4.The Company is investigating the feasibility of additional products to systematize the use of its thermometric and thermographic liquid crystal devices as well as alternative technologies to supplement its current product line where the Company’s current products are not suitable. The results of such investigations are not available at this time.
Manufacturing. The Company manufactures all of its products except for the HemoTempR II Activator. This product is manufactured for the Company by an unrelated company on an as needed basis. Raw materials for the Company's other products are purchased, but all manufacturing of these products is performed at the Company's production facility. All outside manufacturing is done to specifications set by the Company. There are no commitments or firm agreements for outside manufacturers to provide products for the Company, and the Company does not anticipate it will enter into any such agreements in the foreseeable future. Currently, the Company relies exclusively on Fred Suzuki, the Company’s President and Chief Executive Officer, to manufacture the temperature sensitive liquid crystals used in the Company’s temperature indicators (See “Material Risk Factors”, below).
The Company has forty-four years of experience working with various liquid crystal formulations, thermometric and thermographic application methods and the effect of temperature and other factors on degradable materials. The Company maintains complete records of manufacturing and quality assurance testing of all of its products in compliance with FDA regulations. All products are manufactured according to "good manufacturing practices" ("GMP") for medical devices.
Marketing and Distribution. The Company has traditionally targeted the medical and laboratory markets. The Company currently uses marketing tools such as direct mailing, cold calls, public announcements, and its website for introduction of its new products. While novel products, such as the Company's products, enjoy the advantage of no initial competition, they also initially lack a demonstrated market demand and acceptance. Furthermore, cost savings programs have slowed down the introduction of new products, particularly in the medical market. As a result, the time required to achieve acceptance of the Company's medical products has significantly increased, in Management's opinion.
Although the Company relies on its own sales and distribution efforts for a portion of its sales, the Company's distributors accounted for a majority of the Company’s net sales in Fiscal 2020. During Fiscal 2020, Fisher Scientific Company (“Fisher”) accounted for 27.9% of the Company's sales. Cardinal Health, Inc. (“Cardinal”) accounted for 39.5% of Company sales during Fiscal 2020 (See “Material Risk Factors”, below). Management believes distributors will continue to be an important part of the Company’s sales and distribution system in the future.
The Company continues to negotiate with various medical and laboratory product companies for the distribution of its products under private labels and to introduce its products in the industrial, pharmaceutical and laboratory markets, the success of which cannot be assured. The Company is attempting to introduce new products to supplement its current product line. The Company is also researching products outside the traditional medical and laboratory markets, the results of which cannot be predicted at this time.
During Fiscal 2021, the Company anticipates employees will work part-time in marketing and one employee will devote substantially all of her time to marketing and selling the Company’s products. The Company does not have an outside sales force. Since the Company markets its products to approximately 7,000 hospitals in the United States, hundreds of laboratories and industrial end-users in the United States, and thousands of hospitals and laboratories in foreign countries, it will continue to rely upon the marketing efforts of independent dealers and sales representatives for the medical and laboratory markets. The Company also directly markets and sells to its industrial customers.
The Company is unaware of its current market share for its medical and laboratory products.
Sources and Availability of Raw Materials. In general, the Company believes its sources and availability of raw materials and finished products to be satisfactory. Presently, there are a limited number of domestic manufacturers of liquid crystal chemicals. Although it is expected that these domestic manufacturers will continue to supply the raw liquid crystals needed for the production of the Company's products, continued supply from such domestic manufacturers cannot be assured. If industrial quantities of raw liquid crystals are unavailable from domestic sources, the Company will need to import these materials from foreign suppliers, or, as an alternative, manufacture such materials itself. There can be no assurance that foreign suppliers will have adequate surplus or availability in the event the Company needs to utilize foreign sources. Other materials and products are currently available from a variety of suppliers (See however “Risk Factors”, below).
Patents and Trademarks. The Company was previously granted or assigned five United States and four foreign patents relating to liquid crystal technology. All of these patents have expired. Although these patents are no longer in effect, management does not believe this will have an adverse material impact on the Company's operations, revenues or properties.
The Company currently holds several other patents, including “Method of Producing Eggshell Powder”, Patent Number US 8,859,010, granted October 14, 2014. This patent will expire on May 28, 2024.
The Company was also granted a design patent, “Fold-Over Cooling Pack”, Patent Number US D670,816, relating to the Company’s HemoCoolTM Gel Pak, on November 13, 2012. This patent will expire on November 13, 2026. In addition, the Company holds several Foreign Design Patents for the “Fold-Over Cooling Pack”, including Europe, Patent Number 002038745-0001, issued August 7, 2012, expiring on May 8, 2037; Canada, Patent Number 145628, issued March 21, 2013, expiring March 21, 2023; Turkey, Patent Number 201203234, issued May 7, 2012, expiring May 7, 2037; and India, Patent Number 245076, issued February 2, 2016, expiring November 8, 2026.
The Company was granted a design patent, “Roll-Up Gel Pack for Test Tubes,” Patent Number US D712,559 relating to the Company’s HemoCoolTM Rollup Gel Pak for test tubes, on September 2, 2014. This patent will expire on September 2, 2028. The Company was also granted another design patent, “Roll-Up Gel Pack for Test Tubes,” Patent Number US D726,928 relating to the Company’s HemoCoolTM Rollup Gel Pak for test tubes on April 14, 2015. This patent will expire on April 14, 2029. The Company holds several foreign design patents for the “Roll-Up Gel Pack for Test Tubes,” including Europe, Patent Number 002295105-0001, issued November 18, 2013, expiring August 22, 2038; Europe, Patent Number 002295105-0002, issued November 18, 2013, expiring August 22, 2038; India, Patent Number 252643, issued February 5, 2014, expiring March 5, 2028; Canada, Patent Number 150496, issued February 8, 2016, expiring February 8, 2026; Canada, Patent Number 156195, issued February 8, 2016, expiring February 8, 2026; and Turkey, Patent Number 2013/02413, issued March 26, 2013, which expired on March 26, 2018 due to non-payment of maintenance fee.
The Company was granted a design patent, “Gel Pack for Test Tubes,” Patent Number US D825,071 relating to a design for a gel-pack which holds test tubes, HemoCool™ Gel-Pak for test tubes on August 7, 2018. This patent will expire on August 7, 2032. Design Patents for the “Gel Pak for Test Tubes,” have been issued in India, Patent Number 252644 issued on January 23, 2014, expiring on March 5, 2028; Canada, Patent Number 150495, issued on February 8, 2016, expiring on February 8, 2026; Canada, Patent Number 156173, issued on February 8, 2016, expiring on February 8, 2026; Turkey, Patent Number 2013/02394 issued on March 25, 2013, which expired on March 25, 2018 due to non-payment of maintenance fee; Europe, Patent Number 002295212-0001 issued on November 28, 2013, which expired on August 22, 2018 due to non-payment of maintenance fees, and Patent Number 002295212-0002 issued on November 28, 2013, which expired on August 22, 2018 due to non-payment of maintenance fees.
The Company may also seek to obtain patents on other products, as appropriate.
The Company has received registered trademark protection on all product names to date excepting Temp-DTekTM, Tempa-SlideTM, FoodGardeTM, LaproVueTM and Hemo-CoolTM. The Company has retained, however, all the common law rights to the ThermolyzerTM, Temp-D-TekTM, Tempa-SlideTM, FoodGardeTM, LaproVueTM, and Hemo-CoolTM trademarks. Additional trademark registrations will be applied for as needed.
Patent and trademark protection is important to the Company, both with respect to its current products, as well as products under development. In circumstances where the Company is unable to obtain patent trademark protection on its products, as well as any improvements, developments and modifications related to such products if the Company is able to sell such products without initial significant competition, then the Company believes no material adverse effects to the Company's operations will result in the event additional patents and/or trademarks are not obtained, or, if obtained, such patents and/or trademarks are held to be invalid. However, certain processes and chemical formulas will be maintained only as trade secrets. Management feels that it will be difficult for potential competitors to analyze or reproduce certain secret processes and formulas without substantial expenditure of capital and resources.
Seasonable Aspect of Business. The business of the Company is not seasonal.
Working Capital Items. 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, as is customary in the medical and laboratory industries, to carry inventory to meet the delivery requirements of customers and thus, inventory represents a substantial portion of the Company's current assets.
The Company generally grants payment terms to customers and dealers. The Company will not accept returns of products from its dealers except for change or credit but does guarantee the quality of its products to the end user for a period of one year. In addition, the Company maintains product liability insurance at a level which the Company’s management believes is adequate protection for the Company’s product liability exposure.
As of April 30, 2020, the Company had $1,696,124 of current assets available. Of this amount, $43,480 represented prepaid expenses, $144,423 was inventory, $262,939 was net trade receivables, and $1,245,282 represented cash.
Management of the Company believes that it has sufficient working capital to continue operations for the fiscal year ending April 30, 2021 provided the Company's sales and ability to collect accounts receivable are not adversely affected. In the event the Company's sales materially decrease, the receivables of the Company are materially impaired for any reason, or the Company needs additional capital for its development projects, it may be necessary to obtain additional financing to cover working capital items and keep current trade accounts payable, of which there can be no assurance. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Major Customers. The Company’s two largest customers are its primary product distributors, Fisher and Cardinal. Fisher was directly responsible for 27.9% of the Company's net sales during the fiscal year ending April 30, 2020. Cardinal accounted for 39.5% of the Company’s net sales during the fiscal year ending April 30, 2020. At April 30, 2020, Fisher owed the Company $72,904 and Cardinal owed $156,635. No other customers accounted for 10% or more of the Company’s net sales during Fiscal 2020. Management believes the loss of either of these distributors would materially reduce the revenues of the Company until the Company could retain, if available, the services of other major product distributors or the end users serviced by Fisher and Cardinal began ordering directly from the Company. Management has no reason to believe that the Company will lose either of these distributors in the foreseeable future.
Backlogs. The Company had no in backorders at April 30, 2020.
Government Contracts. The Company does not have a material portion of its business that may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government entity.
Competition. The Company has no known commercial competitors of its blood monitoring devices using liquid crystal technology. The Company's HEMOTEMPR II BMD (blood bag temperature monitor) competes in the medical market against several functionally similar products. Management of the Company has become aware of one such product sold by a competitor with sales substantially equal to the Company’s sales of HEMOTEMPR II BMD. Management of the Company believes that HEMOTEMPR II BMD is superior because it provides an irreversible monitor with a reversible monitor to warn the user that blood is approaching an unsafe temperature. There are no known commercial competitors of the Company's HemoTempR II Activator.
In the area of laboratory temperature monitoring, a known competitor supplies reversible and irreversible temperature indicators. In the area of a food or drink safety indicator, there is no competition known to the Company that utilizes liquid crystal technology. The Company believes that the frozen food industry presently uses primarily physical and organoleptic evaluation (e.g. evaluation of softness, texture, aroma, taste, and the like), as well as mercury thermometers and temperature sensitive inks to monitor freshness. Labels containing wax encapsulated dyes with specific low melting points and capillary action products are produced by several other companies.
The Company’s TempTrendR II competes in the medical market against products produced by several other companies. The Company’s TempTrendR competes in the drug testing market, specifically for monitoring the temperature of urine samples, with several other companies utilizing liquid crystal and non-liquid crystal technology.
A number of other companies are only involved in the manufacture of liquid crystal raw materials and do not directly compete with the Company for sale of medical, industrial or consumer products. Mercury and electronic thermometers are used in several competitive applications. They are generally more costly, nondisposable or not usable in most applications where liquid crystal thermometry and temperature indicators are utilized.
Many of the Company’s competitors may have greater financial and other resources than the Company. The Company’s ability to compete depends on its ability to design, manufacture and sell high quality products as well as its ability to develop new products and functionality that meet evolving customer requirements.
Research and Development. During Fiscal 2020 and 2019, the Company spent $164,358 and $160,350, respectively, on Company-sponsored research and development activities. All expenditures for research and development are expensed currently with the exception of significant equipment and set-up charges which are capitalized and depreciated or amortized over their estimated useful life.
The Company is conducting research and development of products discussed under "Products Under Development." Although not anticipated, the Company may require financing to complete the development of these products. The success of the Company in obtaining financing for research and development may largely determine whether the Company will be able to continue the research and development for such products. Management believes the Company has sufficient working capital for anticipated research and development for the ensuing year.
Government Regulations. Company products, such as the bacteria growth retarding compound, may require pre-clearance by the FDA or other government agencies. Present medical products of the Company are classified by the FDA as Class I or Class II. These are subject only to general regulations requiring that manufacturers adhere to certain guidelines to provide reasonable assurance of utility, safety, and effectiveness. These guidelines include labeling requirements, registration with the FDA as a manufacturer, listing of devices in commercial distribution with the FDA, notification to FDA of devices proposed to be marketed, conformance to specified current good manufacturing practices in the manufacture of the devices, conformance to certain record-keeping requirements, and, in the case of Class II devices, conformance to certain performance standards. At the present time, the Company believes that it is in compliance with regulations set forth by the FDA.
Information About Foreign and Domestic Operations and Export Sales. The Company made export sales to customers located outside of the United States totaling $42,315 during the last fiscal year and $72,265 during the fiscal year ending in 2019. Export sales were made to customers located in Canada, Puerto Rico, Philippines, Australia, Italy, Germany, and Kingdom of Bahrain. 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.
The Company does not rely on any foreign operations other than its dealers and marketing representatives in their respective marketing areas. See "Marketing and Distribution." Foreign sales are contingent upon, among other factors, foreign trade regulations, value of the United States Dollar and, where required, government approval of the Company's products including CE Marketing requirements.
Management of the Company believes that export sales may continue in future years. However, the Company is exposed to risks generally attendant to foreign operations, including but not limited to, trade restrictions, tariffs, embargos, foreign war and unrest and competition from foreign and domestic producers, and therefore there is a risk export sales will not continue to increase in the future. Management believes the partial or total loss of foreign operations would not have a material impact on the Company’s financial condition or results of operations.
Environmental Protection Expenditures. The Company's operations are not subject to any federal, state or local laws regulating the discharge of materials into the environment which materially affect earnings or the competitive position of the Company, although the Company is subject to such laws. There were no material capital expenditures made during the last fiscal year to comply with such laws.
Employees. The Company presently has six full-time employees comprised of the President and three Vice Presidents.
Website. The Company maintains a Website at www.biosynergyinc.com. The Company makes available on its Website free of charge its annual report on form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)). The Company will provide electronic or paper copies of its filings free of charge upon request.
Reports to Shareholders. The Company is not required to deliver annual reports to its shareholders. Historically, the Company has not delivered annual reports to its shareholders and does not intend to do so this year. However, all written material filed with the Securities and Exchange Commission may be read and copied at the Securities and Exchange Commission’s Public Reference Room at 450 5th Street, N.W., Washington, D.C. 20549. Such information may also be obtained from the Public Reference Room by calling 1-800-SEC-0330 or by visiting the Securities and Exchange Commission’s internet site at www.sec.gov. You may obtain copies of this Annual Report and other reports filed with the Securities and Exchange Commission by contacting the Company at 1940 East Devon Avenue, Elk Grove Village, Illinois 60007, telephone number 847-956-0471. See also “Website” above.
Item 1A.
Item 1A. Material Risk Factors.
The Company depends on key members of its management and scientific staff and, if the Company fails to retain and recruit qualified individuals, its ability to execute its business strategy would be harmed.
The Company is highly dependent on the principal members of its management and scientific staff, in particular Fred K. Suzuki, Jr., the Company’s President, Chief Executive Officer, Chairman of the Board of Directors, Director of Research and Product Development, and Director of Marketing. Mr. Suzuki is primarily responsible for developing products and manufacturing the liquid crystals for use in the Company’s primary line of products. Mr. Suzuki is 90 years old. The loss of Mr. Suzuki may impede the achievement of the Company’s business objectives or have an adverse effect on the Company’s financial condition or results of operations. The Company may not be able to attract and retain skilled and experienced personnel on acceptable terms in the future to replace Mr. Suzuki. Further the Company may not be able to attract and retain skilled and experienced marketing, scientific and sales personnel on acceptable terms in the future because numerous other high technology companies compete for the services of these qualified individuals. The Company currently does not maintain key man life insurance on any of its employees, nor has the Company implemented a formal succession plan.
Certain familial groups, in the aggregate, beneficially own a large percentage of the Company’s common stock and as a result can exert significant influence over the Company.
As of April 30, 2020, Mr. Suzuki owned 30% of the outstanding stock of F.K. Suzuki International, Inc. (“FKSI”), and also served on FKSI’s board of directors, together with Laurence Mead, the Chief Operating Officer of the Company, and Lauane Addis, Mr. Suzuki’s son-in-law and counsel and Secretary for the Company. FKSI in turn owns approximately 30.02% of the outstanding stock of the Company. As a result of (i) Mr. Suzuki’s ownership and position as director of FKSI, (ii) shared directorial control over FKSI with Messrs. Mead and Addis with respect to the shares of stock in the Company owned by FKSI, (iii) other shares of stock in the Company owned by Mr. Suzuki directly, and (iv) stock owned by Mr. Suzuki and his spouse as joint tenants, Mr. Suzuki is deemed to “beneficially” own an aggregate of 5,513,470 shares, or approximately 36.9%, of the Company’s outstanding common stock. In addition, Mr. Suzuki’s daughter, Jeanne S. Addis, is the Trustee of the Addis Family Trust dated September 1, 2009, which owns approximately 28.1% of the outstanding FKSI stock. Accordingly, Mr. Suzuki, together with other members of his immediate family as a group, may be able to substantially influence all matters requiring approval by the Company’s shareholders, including the election of directors and the approval of mergers or other business combination transactions. Circumstances may arise in which the interests of this group could conflict with the interests of the Company’s other shareholders. Mr. Suzuki, acting in concert with other members of his immediate family, may also delay or prevent a change in control of the Company even if such a transaction would be beneficial to the Company’s other shareholders.
The Company depends on key distributors for the marketing and sale of its products and the failure to retain such distributors may materially affect the Company and its results of operations.
The Company’s key distributors, Fisher and Cardinal, accounted for 27.9% and 39.5% of the Company’s sales, respectively, during Fiscal 2020. The Company’s failure to retain one or both of such distributors may have an adverse effect on the sales of the Company, which may in turn have an adverse effect on the Company’s results of operations, financial condition and cash flows if such sales cannot be replaced by another distributor of the Company. The Company has also agreed to payment terms of net 90 days with one dealer. As a result, the Company’s outstanding accounts receivable have materially increased, increasing the amount of accounts receivable at risk of collection.
The unavailability of the Company’s current domestically sourced raw materials may materially affect the Company and its results of operations.
There can be no assurance that the Company will continue to be able to acquire raw materials, including raw materials for the liquid crystals, which are essential for the manufacture of the Company’s temperature indicators and other products, from domestic sources, or that the domestic sources currently used by the Company will continue to supply such raw materials on cost-effective terms. Further, there is no assurance such raw materials will continue to be available from foreign sources. Although the liquid crystal raw materials are currently available from foreign sources, acquiring raw materials from such foreign sources may result in an increase in the Company’s cost for such raw materials, which may in turn have an adverse effect on the Company’s results of operations, financial condition and cash flows.
The Company receives a substantial percentage of sales from one product and the failure to increase or maintain sales levels with respect to one or more of such products may materially affect the Company and its results of operations.
During Fiscal 2020, and for several prior fiscal periods, HemoTempR II Core Correlated BMD accounted for a substantial percentage of the Company’s sales. It accounted for $1,137,730 in sales (or approximately 91.95% of all Company sales). The Company’s failure to maintain sales levels with respect to this product will have an adverse effect on the Company’s results of operations, financial condition and cash flows.
Changes in environmental regulations may adversely affect the Company and its results of operations.
The Company is not aware of any violations of environmental regulations by the Company. However, changes in environmental regulations may cause the Company to incur additional expense for compliance. For instance, the Company may be forced to develop alternative manufacturing methods and processes, or procure alternative suppliers or raw materials for its products. Increased expense occasioned by changes in environmental regulations may have an adverse effect on the Company’s results of operations, financial condition and cash flows.
Company’s distributors’ violation of the Foreign Corrupt Practices Act may adversely affect the Company and its results of operations.
The Company maintains a policy requiring all of its employees to comply with the Foreign Corrupt Practices Act. However, because the Company engages independent distributors to distribute and market the Company’s products, there can be no assurance that such distributors will likewise comply. A violation of the Foreign Corrupt Practice Act by a distributor engaged by the Company may implicate the Company which may in turn have an adverse effect on the Company’s results of operations, financial condition and cash flows.
COVID-19 Pandemic.
The Company will face challenges in 2020 and 2021 as a result of the COVID-19 pandemic. Such challenges will include (among other things) decreases or significant decreases in demand for certain products and potentially increases in demand for others, collectability of customer accounts receivable from customers negatively impacted by shelter in place requirements, managing the health and productivity of our employees working in our facility or working remotely, managing our information technology (IT) infrastructure and security for our employees working remotely, and procuring adequate raw materials and packaging, as well as managing our supply chain. We have also worked closely with our domestic suppliers to source and maintain a consistent supply of raw materials, ingredients and packaging to provide a steady supply of our products to our customers. We are fortunate that to date our manufacturing facility has not been significantly impacted by this pandemic.
Item 2.
Item 2. Properties.
The Company's production facilities, research facilities, and administrative offices are located at 1940 East Devon, Elk Grove Village, Illinois 60007, in a 11,000 square foot facility leased from an unaffiliated third party. The lease for these facilities was extended during Fiscal 2020 and will expire on April 30, 2022.
A majority of the Company's Elk Grove Village facility is currently in use; however, Management believes this facility is adequate for its needs in the foreseeable future. Located at the Company's facility is equipment utilized for research, development, and manufacturing of the Company's products.
The Company does not, as a matter of policy, invest in any derivative financial instruments or any other instruments as securities which are subject to market fluctuations which could adversely affect the financial condition or operations of the Company. The Company does not invest in real estate, mortgages or in entities owing or investing in real estate.
Item 3.
Item 3. Legal Proceedings.
There is no material litigation threatened or pending against the Company or any of its properties.
Item 4.
Item 4. Mine Safety Disclosures.
The disclosure required in this Item is not applicable to the Company.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information. Although the common stock of the Company is traded in the over-the-counter market, there is no established public trading market due to limited and sporadic trades. Information regarding these trades is compiled by the Stock Section of the National Daily Quotation Service ("Pink Sheets") and selected broker-dealers trading such common stock.
Holders. As of April 30, 2020, there were approximately 391 shareholders of record of the Company's common stock.
Dividends. The Company does not have a dividend policy and does not expect to pay dividends in fiscal 2021.
Common Stock for Issuance Under Equity Compensation Plans. As of April 30, 2020, the Company has no outstanding equity compensation plans and otherwise has no obligation to issue or sell stock pursuant to an option or similar agreement.
Item 6.
Item 6. Selected Financial Data.
The registrant is not required to furnish any information in this Item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Net Sales. Net sales for the fiscal year ending April 30, 2020 decreased by $54,136, or 4.19%, in comparison to the previous fiscal year. The decrease in sales during Fiscal 2020 was primarily due to a decrease of $38,125, or 3.2%, in sales of its HemoTempR II Indicators and a decrease of $16,335 or 47.2% in sales of its TempTrendR temperature indicator. The Company had increased sales in TempTrendR II of $10,120 while having decreased sales for LabTempR 20, LabTempR 40, HemoTempR, HemoTempR II Activator, HemoCoolTM Gel Paks and StaFreezR.
Below is a schedule which represents the sales for each product for the fiscal years ending April 30, 2020 and 2019.
	Fiscal Year Ending
April
Medical and Laboratory Products 2020 Sales of Products 2019 Sales of Products
Export Sales. The Company made export sales to customers located outside of the United States totaling $42,315 during the last fiscal year and $72,265 during the fiscal year ending in 2019.
Other Revenues. Interest income for Fiscal 2020 was $596 and $534 for Fiscal 2019. During Fiscal 2020, the Company maintained a money market account which received an interest rate between .05% and .25% APY. The Company also realized $1,920 in miscellaneous income from subleasing a portion of the Company’s storage space in Fiscal 2020 and 2019.
Costs and Expenses. Overall operating costs and expenses for the fiscal year ending April 30, 2020 decreased by $20,158 compared to the fiscal year ending in 2019. The operating costs and expenses for Fiscal 2020 were substantially constant. In order for the Company to continue without materially altering its present operations, the overall operating costs and expenses for the ensuing fiscal year are expected to be similar to or slightly higher than those of the last fiscal year.
Cost of Sales. As a percentage of net sales, the cost of sales was 35.5% for the fiscal year ending April 30, 2020 and 32.7% for the fiscal year ending April 30, 2019. This overall increase in cost of sales as a percentage of net sales in Fiscal 2020 is primarily due to employee costs and related benefits. The Company expects that the cost of sales as a percentage of net sales will remain relatively stable over the next fiscal year in the absence of a material change in unit sales volume or an increase in cost of raw materials.
Research and Development Expenses. Research and development expenses increased during the fiscal year ending in 2020 by $4,008 or 2.5%, as compared to the fiscal year ending in 2019. The overall increase compared to Fiscal 2019 is due to higher employee costs, lab supplies and FDA Fees during the current fiscal year ending April 30, 2020. The Company is investigating the feasibility of several products intended to expand and improve the Company’s product line as described in “Products Under Development”. These development expenses have remained substantially constant for the past two years. There is insufficient information available to determine the extent to which the Company will be required to allocate its resources to the continued development of these products. See "Narrative Description of Business - Products Under Development."
Marketing Expenses. The Company's marketing expenses were $181,769 in Fiscal 2020 as compared to $189,236 for the fiscal year ending in 2019. The decrease for Fiscal 2020 was primarily due to a decrease in advertising and group health insurance. The Company’s marketing activities will increase or decrease depending on management’s determination of what is necessary to continue the Company's growth.
General and Administrative Expenses. The Company’s general and administrative costs decreased by $16,699 as compared to the 2019 fiscal year. The Company experienced lower legal fees and group health insurance costs. Except for unforeseen extraordinary items, it is unlikely general and administrative expenses will materially change during Fiscal 2021.
Income Tax Expense (Benefit). Income tax expense was $15,940 or 30.6% of income before taxes for Fiscal 2020 and $29,298, or 28.5% of income before taxes, for Fiscal 2019.
Net Income. The Company experienced a net after-tax profit of $36,048 for Fiscal 2020 as compared to a net after-tax profit of $73,485 for Fiscal 2019. The Company experienced a decrease in profitability due to lower sales. See discussion of “Net Sales” above.
Assets. Since April 30, 2019, the Company's current assets have increased by $49,300. This increase is primarily due to increased cash resulting from the Company’s profit position. Other changes in specific items do not reflect transactions outside the ordinary course of business. See also “Related Party Transactions” below.
Liabilities. The Company's current liabilities have increased by $10,502 since April 30, 2019. This increase is due to an increase in accounts payable, accrued vacation and an extension of the Company’s building lease from May 1, 2020 through April 30, 2022.
Current Assets/Liabilities Ratio. The ratio of current assets to current liabilities, 10.7 to 1, has increased from 10.5 to 1 at April 30, 2019. 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. In order to maintain or improve the Company’s asset/liability ratio, the Company’s operations must remain profitable.
Liquidity and Capital Resources. During the fiscal year ending April 30, 2020, the Company had an increase in net working capital of $38,798. The increase in net working capital is primarily due to the Company’s realizing and retaining a profit.
The Company has attempted to conserve working capital whenever possible. To this end, the Company attempts to keep inventory at a minimum level. 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 sufficient inventory to meet the delivery requirements of customers and thus, inventory represents a substantial portion of the Company’s current assets.
The Company generally grants payment terms to customers and dealers. Although the Company experiences varying collection periods of its accounts receivable, the Company has no reason to believe collection of its accounts receivable is at risk, and believes that uncollectible accounts receivable will not have a significant effect on future liquidity.
Cash provided in operating activities was $71,282 during Fiscal 2020. Cash provided by operating activities was $50,719 during Fiscal 2019. During Fiscal 2020, cash of $6,125 was used for investing activities to purchase equipment and pay corporate compliance costs for an affiliate, see “Related Party Transactions” below. No cash was allocated to new patents or patents pending during Fiscal 2020. Except for operating 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.
As of April 30, 2020, the Company had $1,696,124 of current assets available. Of this amount, $43,480 was prepaid expenses, $144,423 was inventory, $262,939 was net trade receivables, and $1,245,282 was cash. The Company’s cash flow from operations is considered adequate to fund the short-term operating capital needs of the Company. However, 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 operating capital needs of the Company if the Company does not remain profitable.
Related Party Transactions. The Company was owed $24,862 and $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at April 30, 2020 and 2019 respectively in connection with past shared common operating expenses, including an advance of $5,163 in Fiscal 2020 for corporate compliance costs. These expenses include certain office expenses, general operating expenses and legal fees incurred in the ordinary course of business. See "Financial Statements." 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 was reclassified as a contra equity account.
Lauane C. Addis, Secretary and Director of the Company, is a member of the law firm of Stahl Cowen Crowley Addis LLC. Mr. Addis has represented the Company with respect to the preparation and filing of this Report. Mr. Addis, and other members and associates of Stahl Cowen Crowley Addis LLC, perform other legal services for the Company from time to time, and it is anticipated such services will be performed by Mr. Addis and other members and associates of Stahl Cowen Crowley Addis LLC, in the future. During Fiscal 2020 the Company paid $11,579, and $19,472 in Fiscal 2019 in legal fees to Stahl Cowen Crowley Addis LLC, some of which inured to the benefit of Mr. Addis in the form of distributions from the law firm.
Off-Balance Sheet Arrangements. As of April 30, 2020, the Company was not involved in any off-balance sheet arrangements, as defined in Item 303(1)(4)(ii) of Regulation S-K promulgated by the SEC.
Effects of Inflation. With the exception of inventory, labor costs and product sales prices 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 on the Company’s revenues or income 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 year ending April 30, 2020. 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 using 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:
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. At inception, a lessee must classify all leases as either finance or operating. The Company adopted Topic 842 effective May 1, 2018. The Company classifies the lease for its facility in Elk grove Village as an operating lease. The application of Topic 842 increases the Company’s total assets and liabilities by approximately $193,140 as of fiscal year ending April 30, 2020, as a result of a lease extension effective May 1, 2020, and $89,100 as of fiscal year ending April 30, 2019, as the result of the lease extension effective May 1, 2018, and will have an insignificant impact on the results of its operations during the life of the lease.
Revenue Recognition - In May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance 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. This guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized. The Company adopted this standard on May 1, 2018, using the modified retrospective approach.
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 including level of reimbursement by insurance companies and Medicare and Medicaid agencies, and 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 the Company’s independent public accountants.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company has not entered into any transactions using derivative financial instruments, nor has the Company invested in any instruments or securities which are subject to market fluctuations which could adversely affect the financial condition or operations of the Company.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this item are filed as a part of this report as described in Item 15.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
The Company retained the services of Sassetti, LLC to audit the Company’s annual financial statements as of April 30, 2020 and 2019, and to review the Company’s quarterly statements. No accountants of the Company were dismissed or resigned during the past two years. There have been no disagreements with the Company’s accountants regarding accounting matters or financial disclosure.
Item 9A.
Item 9A. 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 and the date of 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 were effective.
(a) Management’s Annual Report on Internal Control Over Financial Reporting.
(1)Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company. The Company maintains processes designed by, or under the supervision of the Company’s management, including but not limited to the Company’s Chief Executive Officer and its Chief Accounting Officer, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles including policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company has an Audit Committee that meets periodically with management to review the manner in which they are performing their responsibilities and to discuss auditing, internal accounting controls and financial reporting matters. The Audit Committee has one member, Malcolm MacCoun as the sole member of the Audit Committee. Mr. MacCoun qualifies as a financial expert and independent director as defined in Rule 407 of Regulation SK under the standards applicable to the Company. It is the opinion of the Audit Committee that the Company’s internal control over financial reporting is effective. The internal control over financial reporting is augmented by qualified personnel and is evaluated on a periodic basis. The evaluation is essentially an internal audit of the controls and procedures (and risk factors related to them) which was developed by the Company utilizing the framework proscribed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.
(2)Prior to the date of filing this Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Accounting Officer, of the effectiveness as of the end of the Company’s fiscal year ending April 30, 2020 of the Company’s internal control over financial reporting pursuant to Exchange Act Rule 13a-15(c). Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Accounting Officer conclude that the Company’s internal control over financial reporting is effective.
(3)This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. (b) There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected or are likely to materially affect the Company’s internal control over financial reporting
Item 9B.
Item 9B. Other Information.
No information was required to be disclosed by the Company on Form 8-K during the fourth quarter of the year covered by this Annual Report.
PART III
The information contained in items 10, 11, 12, and 13 is the same information to be included in the Registrant's definitive proxy statement, if any, to be filed with the Commission, and is included herein for convenience only.
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The executive officers and directors of the Company are:
(1)Mr. Suzuki did not serve as President from August 1982 through February 1983. Prior to October, 1984, Mr. Suzuki served as Treasurer of the Company, and was once again appointed Treasurer on June 30, 1991 until April, 2009.
(2)Mr. Mead was appointed Vice President of Regulatory Affairs in June, 2016 and served until July, 2017.
(3)Mrs. Rieck served as Vice President - Regulatory Affairs and New Business Development from June, 2012 through June, 2016, and as Director of Marketing from June, 2014 through June, 2016. Mrs. Rieck was appointed Vice President - Regulatory Affairs in July, 2017.
The term of office for the members of the Board of Directors extends to the next regular meeting of shareholders or until they resign and until their successors are duly elected. The term of office for the officers of the Company extends until they resign, are not re-elected by the Board of Directors, or are otherwise replaced by the Board of Directors of the Company.
Family Relationships. Lauane C. Addis is the son-in-law of Fred K. Suzuki. Jennifer A. Rieck is the granddaughter of Fred K. Suzuki and the daughter of Lauane C. Addis. Otherwise, there is no family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
Involvement in Certain Legal Proceedings. None of the officers or directors are or have been involved in any legal proceedings which are material to an evaluation of the ability or integrity of same.
Business Experience. Certain information regarding the business experience of the directors, officers, significant employees and consultants of the Company are set forth below:
FRED K. SUZUKI, Jr., Chairman of the Board, President, Chief Executive Officer and Director of Research and Development. Mr. Suzuki is founder of the Company and has served as President of the Company since its inception in 1976 to August 1982 and from February 1983 to the present. He has served as Chairman of the Board of Directors of the Company since its inception to the present, and as Treasurer from its inception to October, 1984 and from July, 1991 until June, 2009. Mr. Suzuki has also served as Director of Marketing and Sales and Director of Research and Development. Mr. Suzuki is also President and Chairman of the Board of Directors of F.K. Suzuki International, Inc. ("FKSI"), and President and Chairman of the Board of Directors of Medlab Products, Inc. ("Medlab"), affiliates of the Company. Mr. Suzuki is the sole owner, President and Director of Suzuki International, Inc. ("SI"). Mr. Suzuki also served as President and Chairman of the Board of Directors of Stevia Company, Inc. (“Stevia”) until its dissolution on April 16, 1999. FKSI is a holding company of Medlab and the Company, and was a holder of a majority of the common stock of Stevia until its dissolution. As such, it has no other business operations. See "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Medlab is a dormant company, organized to develop, manufacture, and market scientific products. Stevia was a development company in the business of developing, manufacturing, and marketing natural sweeteners and other products derived from Stevia rebaudiana plant. SI is in the business of marketing various products. Mr. Suzuki has developed several patents or patents pending for clinical instruments and has licensed them to unaffiliated corporations. These patents do not inure to the benefit of the Company. Mr. Suzuki has developed several patents in the area of Diterpene glycosides chemistry derived from the Stevia rebaudiana plant. Mr. Suzuki has developed several patents which include liquid-conductive cooling/heating device and a fold-over cooling gel pack. Mr. Suzuki also holds patents in the area of liquid crystal chemistry. Mr. Suzuki was elected active member of The New York Academy of Sciences in 1964. Mr. Suzuki attended Roosevelt University from 1951 to 1954, where he studied Chemistry and Biology.
MARY K. FRISKE, Vice President - Administration. Ms. Friske joined the office staff in July, 1983. Ms. Friske served as an Executive Secretary for several years and was promoted to Office Manager in 1989. In September, 1993, Ms. Friske was appointed Vice President - Administration. Ms. Friske also served as Manager of Sales from September, 1993 through June, 2014. Ms. Friske received her Bachelor of Science degree in May, 1981 from Eastern Illinois University where she majored in Personnel Management.
LAURENCE MEAD, Chief Operating Officer, Chief Financial Officer, Vice President - Manufacturing and Development, Chief Accounting Officer, Treasurer and Director. Mr. Mead joined the production department of the Company in 1980, and served as the Company's Production Manager from 1984 until April, 1994. In April, 1994, Mr. Mead was appointed Vice President - Manufacturing. In September, 2002, Mr. Mead was appointed Chief Accounting Officer. In June, 2004, Mr. Mead was appointed Chief Operating Officer and Vice President of Product Development and served as Vice President of Product Development until June, 2014. Mr. Mead was appointed to the Company’s Board of Directors in June, 2006. In June, 2009, Mr. Mead was appointed Chief Financial Officer and Treasurer. Mr. Mead has also served as the Manager of Financial and Product Development for the Company and Vice President - Regulatory Affairs. Mr. Mead has developed several patents which include a liquid-conductive cooling/heating device and a fold-over cooling gel pack. Mr. Mead received his Bachelor of Science degree in August, 1992 from Roosevelt University where he majored in Accounting.
JENNIFER A. RIECK, Vice President - Customer Service and Vice President - Regulatory Affairs. Mrs. Rieck joined the company in March, 2011. She initially served the Company as Assistant to the President relating to new business development. Her course work in biology, chemistry, physics and math allows her to comprehend and contribute in the development of new products. In November, 2012, Mrs. Rieck was appointed Vice President - Regulatory Affairs and New Business Development. In June, 2014, Mrs. Rieck was appointed Director of Marketing. In June, 2016, Mrs. Rieck was reassigned to the position of Vice President - Customer Service. In July, 2017, Mrs. Rieck was appointed Vice President - Regulatory Affairs. She works closely with customers who need technical support and with patent attorneys. She has also taken on the role of liaison between the Company and agencies such as the FDA, AABB and CAP. Mrs. Rieck has developed several patents which include a fold-over cooling gel pack. Prior to joining the Company, Mrs. Rieck taught English in South Korea from 2004 to 2005. From 2005 to 2009 she worked as a law clerk, facilities manager and office manager of Stahl Cowen Crowley Addis LLC. From 2010 to 2011 she worked as a recruiting specialist at Career Education Corporation. Mrs. Rieck received her Bachelor of Arts degree in May, 2004 from the University of Colorado, Boulder where she majored in International Affairs. She received her Master of Business Administration degree in November, 2012 from DePaul University where she focused her studies on Human Resources.
LAUANE C. ADDIS, Secretary and Director. Mr. Addis is currently a member of the law firm Stahl Cowen Crowley Addis LLC, Chicago, Illinois. Mr. Addis served the Company from February, 1984 to December, 1985 as its Vice President - Finance and Chief Financial Officer. From December, 1985 thru June, 1991, Mr. Addis also served as Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer of the Company. Mr. Addis is the Secretary FKSI, an affiliate of the Company. Mr. Addis is also a member of the Board of Directors of Northwest Suburban Day Care Center, a non-profit organization which provides child day care services for low-income and indigent persons. Mr. Addis graduated from Andrews University with a B.A. in History and Business Administration in June, 1978. He received his Doctor of Jurisprudence from Baylor University in 1981 and his Master of Laws in Taxation from the University of Denver in 1982. Mr. Addis is a member of the Colorado, Illinois and Texas Bar Associations.
MALCOLM D. MACCOUN, Director. Mr. MacCoun was elected to the Board of Directors on May 29, 2018. Mr. MacCoun served in the U.S. Navy’s Hospital Corp from 1945 to 1948. From 1954 to 1960 he worked as an Assistant Director for Hackley Hospital in Muskegon and St. Mary’s Hospital in Grand Rapids, Michigan. Mr. MacCoun worked as the Chief Executive Officer and Hospital Administrator at Bixby Hospital in Adrian, Michigan from 1960 to 1967. From 1967 to 1992 he worked as the President and Chief Executive Officer of Northwest Community Hospital in Arlington Heights, IL. Mr. MacCoun was selected to serve two three-year terms as a member of the Chicago Hospital Council’s Board of Directors which included two one-year terms as the Chairman of the Council’s Board. Mr. MacCoun received his Bachelor of Science Degree in Business Administration and Accounting from the University of Louisville in 1952. He received his Master Degree in Hospital Administration from Northwestern University in 1954.
Section 16(a) Beneficial Ownership Reporting Compliance. The Company did not receive any reports during Fiscal 2020 required to be filed by a director, officer or beneficial owner of more than 10% of the Company’s common stock pursuant to Section 16(a) of the Securities and Exchange Act. Management is not aware of any director, officer or beneficial owner of more than 10% of the Company’s common stock who has failed to file on a timely basis any reports required by Section 16(a) of the Securities Exchange Act during the fiscal year ending April 30, 2020.
Audit Committee. The Audit Committee reviews and, when it deems appropriate, approves internal accounting and financial controls for the Company and accounting principles and auditing practices and procedures to be employed in the preparation and review of the financial statements of the Company. The Audit Committee also meets periodically with management to review the manner in which they are performing their responsibilities and to discuss auditing, internal accounting controls and financial reporting matters. The Audit Committee also makes recommendations to the Board of Directors concerning the engagement of independent public auditors to audit the annual consolidated financial statements, review the unaudited quarterly financial statements of the Company, and perform other services for the Company. The Audit Committee arranges with such auditors the scope of the audit to be undertaken by them and any other services to be provided. The Audit Committee has one member, Malcolm MacCoun a financial expert and the Board of Director’s only independent director as defined in Rule 407 of Regulation SK. Mr. MacCoun qualifies as a financial expert and independent director under the standards applicable to the Company.
Audit Committee Charter. The Board of Directors has adopted a written charter for the Audit Committee. A copy of the Audit Committee Charter is available without charge upon request delivered to the Company at its principal executive offices.
Code of Ethics. The Company has adopted a Code of Ethics which applies to all officers of the Company. The Company’s Code of Ethics was amended effective June 28, 2016 to require all officers and employees to comply with the Company’s Unauthorized Disclosure Policy and Electronic Communications and Computer Policy. A copy of the Company’s Amended and Restated Code of Ethics is filed with this Report and is also available on the Company’s website www.biosynergyinc.com.
Director Independence. Malcolm MacCoun is the sole independent director under the independence standards applicable to the Company’s Board of Directors and the sole independent member of the Board’s compensation and audit committees under the independence standards applicable to such committees.
In determining whether a director is an independent director of the Company’s Board of Directors, or an independent member of the board’s audit and compensation committees, the Company uses the determination of “independence” promulgated by the New York Stock Exchange. While the Company applies the New York Stock Exchange’s standards for purposes of determination of “independence”, the Company does not apply the New York Stock Exchange’s or any other exchange’s requirements with respect to the number or proportion of independent directors required to be a part of the Company’s Board of Directors.
Item 11.
Item 11. Executive Compensation.
The following summary compensation table sets forth a summary of compensation for services in all capacities to the Company during the fiscal years ended April 30, 2020 and 2019 paid to the Chief Executive Officer, Chief Operating Officer and Vice President of Administration. None of the Company's other executive officers received annual salaries and bonuses for such fiscal years exceeding $100,000.
Summary Compensation Table:
Fred K. Suzuki (A)
$166,226 $8,000 -- -- $8,311 -- $18,375 $200,912
$163,647 -- -- -- $8,182 -- $18,175 $190,004
Laurence C. Mead (B)
$165,326 $8,000 -- -- $9,268 -- $12,025 $194,619
$150,597 -- -- -- $8,520 -- $19,810 $178,927
Mary K. Friske (C)
$92,617 $3,000 -- -- $4,781 -- -- $100,398
$89,137 -- -- -- $4,457 -- -- $93,594
___________________________
(1) Amounts represent Company’s match portion of 401(k) contribution.
(2) No executive officer received perquisites in excess of the lesser of $50,000 or 10% of the aggregate of such officer's salary and bonus. Mr. Suzuki received $15,875 and $15,675 in lieu of accrued vacation for Fiscal 2020 and 2019. Mr. Suzuki and Mr. Mead each received $2,500 for their services as directors in Fiscal 2019 and accrued $2,500 for Fiscal 2020. Mr. Mead also received $9,525 and $17,310 in lieu of accrued vacation for Fiscal 2020 and 2019, respectively.
(A) Fred K. Suzuki, President, Chairman of the Board, Chief Executive Officer, Director of Research and Development, and Director of Marketing.
(B) Laurence C. Mead, Chief Operating Officer, Chief Financial Officer, Vice President/Manufacturing and Development, Chief Accounting Officer and Treasurer and Director.
(C) Mary K. Friske, Vice President of Administration
_
Stock Options.
The Company did not grant stock options to any of the named executive officers during the predecessor period of the fiscal year ended April 30, 2020, and no such stock options were outstanding as of April 30, 2020.
Directors Compensation
The directors’ compensation is determined by the Company’s Compensation Committee and approved by the Board of Directors. The directors do not receive any stock awards or other non-cash compensation. The following Director Compensation Table sets forth a summary of compensation for services by the directors of the Company in their capacities as directors, including attendance at the annual Board of Director’s meeting and serving on committees of the Board of Directors, for the fiscal year ending April 30, 2020.
Directors Compensation Table
___________________
(1) Does not include compensation received as an officer of the Company. See also “Summary Compensation Table” above for more information.
All officers and directors are reimbursed for out-of-pocket expenses incurred in connection with the Company's business. See "Certain Relationships and Related Party Transactions."
The Company’s 401(k) retirement plan provides for the Company to match 100% of participant contributions up to 5% of the participant’s compensation. Management of the Company believes it is important to provide a retirement plan for the benefit of its employees to retain key employees and provide its employees with retirement benefits.
Compensation Committee. The Company has a Compensation Committee of its Board of Directors. The Compensation Committee makes all decisions concerning the compensation of the officers and directors of the Company, including, but not limited to, the granting of options to acquire common stock of the Company. The members of the Compensation Committee are Malcolm MacCoun, director of the Company, and Lauane C. Addis, director and Secretary of the Company.
When determining the compensation for the officers of the Company, the Compensation Committee considers competitive market information, the goals of the Company, the contribution of the individual officer to the Company and the performance of the Company. When determining the compensation of the officers other than Mr. Suzuki and Mr. Mead, the Compensation Committee also takes into account the recommendations of Mr. Suzuki and Mr. Mead.
The Company’s compensation programs are intended to attract and retain qualified employees to add value to the Company’s business. In this regard, as a small business, the Company attempts to pay base salaries that are competitive, but only pay bonuses based on Company performance. The Company also maintains its 401(k) retirement plan to provide long-term retirement benefits. Due to the operating results of the Company, the Compensation Committee did not award any bonuses for the year ended April 30,2020.
Competitiveness of Company’s Compensation System. The Compensation Committee of the Company’s Board of Directors has reviewed and discussed the competitiveness of the Company’s compensation system and has concluded that such system is competitive with the compensation systems of similar sized organizations operating in identical or similar industries.
Compensation Committee Interlocks and Insider Participation. The members of the Company’s Board of Directors serving as the Compensation Committee are set forth in the preceding paragraph. During the most recent fiscal year, none of the Company’s executive officers served on the Compensation Committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served either on the Company’s Compensation Committee or on its Board of Directors.
Compensation Committee Charter. The Board of Directors has adopted a written charter for the Compensation Committee. A copy of the Compensation Committee Charter is available without charge upon request delivered to the Company at its principal executive offices.
Performance of the Compensation Committee. The Compensation Committee of the Company’s Board of Directors has reviewed its performance during the fiscal year ending April 30, 2020 and has concluded that the Compensation Committee has performed all necessary duties and complied with all of its obligations as set forth in the Compensation Committee charter.
Compensation Committee Report. The Compensation Committee of the Company’s Board of Directors has reviewed and discussed the compensation discussion and analysis presented above with management and, based
on that review and discussion, has recommended to the Company’s Board of Directors that the compensation discussion and analysis be included in this Annual Report on Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information as of April 30, 2020, as to the voting securities of the Company owned by each person who owns of record, or is known by the Company to own beneficially, more than 5% of any class of voting securities.
(1)Included in shares owned by James F. Schembri are 66,000 shares in Mr. Schembri’s individual retirement account for the benefit of Mr. Schembri.
The following table sets forth information as of April 30, 2020, as to the voting securities of the Company owned by the officers and directors of the Company and family members of such officers and directors whose ownership of voting securities of the Company is attributable to officers and directors of the Company.
_____________________________
(1)Fred K. Suzuki is President of F.K. Suzuki International, Inc. ("FKSI") and owns 30% of the outstanding common stock of FKSI. Mr. Suzuki personally holds of record 209,000 shares of the Company's common stock; however he is deemed to be beneficial owner by reason of voting and disposition control of 4,484,470 shares which are owned by FKSI and 820,000 shares which are owned by him and Beverly R. Suzuki as joint tenants.
(2)Jeanne S. Addis, as Trustee of the Addis Family Equity Trust dated September 1, 2009, owns 28.1% of the outstanding Common Stock of FKSI, which owns 30.02% of the Common Stock of the Company. Jeanne S. Addis as Trustee of the Addis Family Equity Trust dated September 1, 2009 is therefore deemed to be beneficial owner by reason of voting and disposition control of 4,484,470 shares owned by FKSI.
(3)In addition to the 41,000 Shares of outstanding common stock of the Company owned directly by Mary K. Friske, she also owns 700 shares, or approximately .7%, of the outstanding common stock of FKSI, which owns 30.02% of the common stock of the Company.
(4)In addition to the 60,250 shares of outstanding common stock of the Company owned directly by Laurence C. Mead, he also owns 10,102 shares, or approximately 10%, of the outstanding common stock of FKSI, which owns 30.02% of the common stock of the Company.
(5)Beverly R. Suzuki is deemed to be a beneficial owner by reason of voting and disposition control of 820,000 shares owned by her and Fred K. Suzuki as joint tenants.
(6)Jennifer Rieck is the 50% beneficiary of the Addis Family Equity Trust dated September 1, 2009, which owns 28.1% of the outstanding stock of FKSI, which owns 30.02% of the common stock of the Company. Jennifer Rieck as a 50% beneficiary of the Addis Family Equity Trust dated September 1, 2009 is therefore deemed to be beneficial owner by reason of pecuniary benefit of 697,559 shares owned by FKSI.
(7)Lauane Addis is neither a trustee nor a beneficiary under the Addis Family Equity Trust dated September 1, 2009. Thus, for purposes of this annual report on Form 10-K, Lauane Addis is not deemed to be beneficial owner by reason of either voting and disposition control or pecuniary benefit of any shares of stock in the Company.
Changes in Control. The Company does not know of any arrangements, the operation of which may at a subsequent date result in a change in control in the Company. There has not been a change in the control of the Company during the last fiscal year.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
At April 30, 2020, F.K. Suzuki International, Inc. (“FKSI”) owed $24,862 to the Company in connection with past shared common operating expenses, including an advance of $5,163 in Fiscal 2020 for corporate compliance costs. Since a portion of this receivable had been outstanding for a significant period of time, and FKSI was not in a position to reimburse the Company without the liquidation of all or a portion of its assets, including common stock of the Company. The receivable balance was reclassified as a contra-equity account thus reducing FKSI’s capital in the Company. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Lauane C. Addis, Secretary and Director, as a member of the law firm of Stahl Cowen Crowley Addis LLC, has represented the Company with respect to the preparation and filing of this Report. Mr. Addis, and other Members and associates of Stahl Cowen Crowley Addis LLC, perform other legal services for the Company from time to time, and it is anticipated such services will be performed by Mr. Addis and other members and associates of Stahl Cowen Crowley Addis LLC, in the future. During Fiscal 2020, the Company paid $11,579 in legal fees to Stahl Cowen Crowley Addis LLC, some of which inured to the benefit of Mr. Addis in the form of distributions from the law firm. Mr. Addis is an officer, director and shareholder of the Company, and is also the son-in-law of Fred K. Suzuki, President and Chairman of the Board of Directors. See "Directors and Executive Officers of the Registrant" and "Security Ownership of Certain Beneficial Owners and Management."
Except with regard to the above, there were no other material transactions involving management of the Company or any third party during the last fiscal year which accrued to the benefit of officers or directors of the Company.
The discussion in Item 10 of this report regarding director independence is hereby incorporated by reference.
Item 14.
Item 14. Principal Accounting Fees and Services.
Audit Committee Report. Sassetti LLC served as independent auditors for the fiscal years ended April 30, 2020 and 2019, and it has acted as auditors for the Company since August 29, 2009. The Audit Committee has reviewed and discussed with management and Sassetti LLC the Company’s audited financial statements for the fiscal year ended April 30, 2020. Management is responsible for the Company’s financial reporting process, including maintaining a system of internal controls, and is responsible for preparing financial statements in accordance with United States generally accepted accounting principles (“GAAP”). Sassetti LLC is responsible for auditing those financial statements and for giving an opinion regarding the conformity of the financial statements with GAAP. Additionally the Audit Committee reviewed and discussed with management and Sassetti LLC, management’s report on the effectiveness of internal controls over financial reporting.
The Audit Committee also discussed with Sassetti LLC those matters to be discussed under Public Company Accounting Oversight Board standards. The Audit Committee has also received and reviewed the written disclosures to the Audit Committee regarding independence. The Audit Committee has discussed the independence of Sassetti LLC, including whether Sassetti LLC’s independence is compatible with Sassetti LLC providing non-audit services. Based on the foregoing discussions and reviews, the Audit Committee is satisfied with the independence of Sassetti LLC and recommended, and the Board of Directors approved, that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2020.
Audit Fees. Fees billed by Sassetti LLC totaled $37,585 for year ended April 30, 2020. This amount includes fees for the annual audit for the fiscal year ending April 30, 2019 and reviews of all the Company’s quarterly reports filed by the Company with the SEC during the fiscal year ended April 30, 2020. Fees billed by Sassetti, LLC totaled $37,010 for year ended April 30, 2019. This amount includes fees for annual audit for fiscal year ending April 30, 2018 and reviews of all the Company’s quarterly reports filed by the Company with the SEC during the fiscal year ended April 30, 2019.
Audit-Related Fees. Sassetti LLC did not bill any fees for professional services described in paragraph 9(e)(2) of Schedule 14A during the past two fiscal years.
Tax Fees. During the fiscal years ending April 30, 2020 and 2019, Sassetti LLC billed the Company $4,000 each year for professional fees related to tax services rendered to the Company.
All Other Fees. Sassetti LLC did not bill for any fees for professional services described in Item 9(e)(4) of Schedule 14A during the past two fiscal years.
Audit Committee Review of Non-Audit services. The Company’s Audit Committee is required to approve all non-audit services to be performed by the Company’s auditors. In this respect, the Audit Committee has considered whether the provision of the tax services during the Company’s fiscal year ending April 30, 2020 and April 30, 2019 was compatible with maintaining the independence of the Company’s auditors. The Audit Committee has made a determination that the independence of Sassetti LLC will not be adversely affected as a result of performance of tax services for the Company, and therefore has approved the performance of such tax services for the fiscal years ending April 30, 2020 and April 30, 2019, respectively.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
The following financial statements, schedules and exhibits are filed as a part of this report:
(a) (1) Financial Statements.
Balance sheets for April 30, 2020 and 2019.
Statements of Income for the fiscal years ending April 30, 2020 and 2019.
Statements of Shareholders' Equity for the fiscal ending years April 30, 2020 and 2019.
Statements of Cash Flows for fiscal years ending April 30, 2020 and 2019.
Notes to financial statements.
(a) (2) List of Financial Statement Schedules:
No financial schedules for the fiscal years ending April 30, 2020 and 2019 are submitted.
Except as listed above, there are no financial statement schedules required to be filed by Item 8 of this Form 10-K except for those otherwise shown on the financial statements or notes thereto contained in this report.
(a)(3) The Following Exhibits are Filed as a Part of this Report:
 2. Plan of Acquisition, reorganization, arrangement, liquidation or succession - none.
                 3. a. Articles of Incorporation(1).
b. Amended and Restated By-Laws(2)
4. Instruments Defining the Rights of Security Holders, Including Indentures - none.
9.Voting Trust Agreements - none.
10.Material Contracts - none.
11.Statement Regarding Computation of Earnings Per Share - none.
13.Annual or Quarterly Reports to Security Holders - none.
14.Code of Ethics.
(a) Amended and Restated Code of Ethics of Biosynergy, Inc., adopted as of June 28, 2016(3).
16. Letter Regarding Change in Certifying Accountants - none.
18.Letter Regarding Change in Accounting Principles - none.
19.Previously Unfiled Documents - none.
22.Subsidiaries of Registrant - none.
23.Published Report Regarding Matters Submitted to Vote of Security Holders - none.
24.Consent of Experts and Counsel - none.
25.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.
Accompanying this Report.
31.2 Certification of the Chief Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Accompanying this Report.
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.
Accompanying this Report.
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.
Accompanying this Report.
(99) Additional Exhibits - none
(1)Incorporated by reference to a Registration Statement filed on Form S-18 with the Securities and Exchange Commission, 1933 Act Registration Number 2-83015C, under the Securities Act of 1933, as amended.
(2)Incorporated by reference to the Company's Current Report filed on Form 8-K with the Securities and Exchange Commission as of July 2, 2009.
(3)Incorporated by reference to the Company’s Annual Report Amendment No. 1 on Form 10-K/A for fiscal year ended April 30, 2016, and filed with the Securities and Exchange Commission as of August 17, 2016.
(b) Reports on Form 8K. No current reports on Form 8K were filed or were required to be filed during the last quarter covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
REGISTRANT: BIOSYNERGY, INC.
/s/ Fred K. Suzuki	 July 23, 2020
Fred K. Suzuki, Chairman of the 		Date
Board, Chief Executive Officer and President
Pursuant to the requirements of Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
	 	 	
/s/ Fred K. Suzuki 		 July 23, 2020
Fred K. Suzuki, Chairman of the Board, Chief Executive Officer and President
Date
/s/ Lauane C. Addis 	 July 23, 2020
Lauane C. Addis, Secretary and Director Date
Biosynergy, Inc.
Financial Statements for the
Years Ended April 30, 2020 and 2019
C o n t e n t s
Reference Page
Report of Independent Registered Public Accounting Firm 	 	2
Balance Sheets 	Exhibit A 	3-4
Statements of Income 	Exhibit B 	5
Statements of Stockholders’ Equity 	Exhibit C 	6
Statements of Cash Flows 	Exhibit D 	7
Notes to Financial Statements 	 	 8-14
Sassetti LLC
Certified Public Accountants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Biosynergy, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Biosynergy, Inc. as of April 30, 2020 and 2019, the related statements of income, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Biosynergy, Inc. as of April 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of Biosynergy, Inc.’s management. Our responsibility is to express an opinion on Biosynergy, Inc.’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Biosynergy, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as Biosynergy, Inc.’s auditor since 2010.
Oak Park, Illinois
July 23, 2020
6611 W. North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433 * Fax (708) 386-0139
Biosynergy, Inc.
Balance Sheets
April 30, 2020 and 2019
                     EXHIBIT A
Biosynergy, Inc.
Balance Sheets
April 30, 2020 and 2019
                 EXHIBIT A
        Liabilities and Stockholders’ Equity
The accompanying notes are an integral part of the financial statements
                 
Biosynergy, Inc.
Statements of Income
Years Ended April 30, 2020 and 2019
EXHIBIT B
The accompanying notes are an integral part of the financial statements.
Biosynergy, Inc.
Statements of Stockholders’ Equity
Years Ended April 30, 2020 and 2019
EXHIBIT C
Common Stock
The accompanying notes are an integral part of the financial statements.
Biosynergy, Inc.
Statements of Cash Flows
Years Ended April 30, 2020 and 2019
EXHIBIT D
Years Ended April 30,
Note 1 - Company Organization and Description
Biosynergy, Inc. (the Company) was incorporated under the laws of the state of Illinois on February 9, 1976. The Company 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 HemoTempR II Blood Monitoring Device, accounted for about 92% of sales for the year ended April 30, 2020 and about 91% for the ending 2019. The products are sold to hospitals, clinical end users, laboratories and product dealers primarily located throughout the United States.
Note 2 - Summary of Significant Accounting Policies
Cash
The Company maintains all of its cash in bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts. All cash is held with FDIC Banks.
Receivables
Receivables are carried at original invoice less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts by reviewing and identifying troubled accounts on a periodic basis 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 using the FIFO (first-in, first-out) method at the lower of cost or market.
Depreciation and Amortization
Equipment and leasehold improvements are stated at cost. Depreciation is computed primarily 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 ten years or the term of the lease, if shorter. Equipment is depreciated over three to ten years.
Prepaid Expenses
Certain expenses, primarily insurance and income taxes, have been prepaid and will be used within one year.
Revenue Recognition
The Company accounts for revenue in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. 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. This guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized.
The Company adopted this standard on May 1, 2018, using the modified retrospective approach. The components as it relates to the Company are 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 believes its performance obligations are satisfied upon shipment of goods to customers. The customers are billed at shipment, and revenue is recognized by the Company at that time.
·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 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, 2019 or prior in relation to the change in the revenue recognition policy.
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.
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. See Note 4 for additional information regarding income taxes.
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. Management does not believe that there are any uncertain tax positions as of April 30, 2020.
Leases
The Company accounts for leases under ASC 842. Lease arrangements are determined at the inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on the Company’s balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on our balance sheets.
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 using the straight-line method.
Patents relate to products that have been developed and are being marketed by the Company.
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 years ended April 30, 2020 and 2019 as there are no common stock equivalents.
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 balance sheets as of April 30, 2020 and 2019, 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.
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. Except for the ASUs 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.
Note 3 - Inventories
Inventories consist of the following:
Note 4 - Income Taxes
The components of the deferred income tax (assets) and liabilities as of April 30, 2020 and 2019 are as follows:
The provision for income taxes consists of the following components:
The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:
	Year Ended April 30,
Note 5 - Related Party Transactions
The Company and its affiliates are related through common stock ownership as follows as of April 30, 2020:
	Stock of Affiliates
As of April 30, 2020 and 2019, $24,862 and $19,699 respectively was due from F.K. Suzuki International, Inc. (FKSI). This balance is resulted from an allocation of common operating expenses charged to FKSI offset by advances received from time to time, including an advance of $5,163 in Fiscal 2020 for corporate compliance costs. No interest income is received or accrued by the Company. The financial condition of FKSI is such that it will likely be unable to repay the Company without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the total receivable balance has been reclassified as a contra equity account.
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 $11,579 and $19,472 for the years ended April 30, 2020 and 2019, 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. At inception, a lessee must classify all leases as either finance or operating.
In February 2020, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 2020 and expires on April 30, 2022. Under the new lease standard, 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.
We have elected certain practical expedients available under the guidance, including a package of practical expedients which allows us to not reassess prior conclusions related to contracts containing leases, lease classification, and initial direct costs. We have also elected to not separate non-lease components from the associated lease component. Additionally, the Company elected to not recast its comparative periods. The comparative periods will follow the guidance of ASC 840, while the current period will follow the guidance of the new ASC 842.
Maturities of lease liabilities as of April 30, 2020 are presented in the following table:
Rent expense was $89,100 for fiscal years ended April 30, 2020 and 2019.
Note 7 - Customer Concentrations
Shipments to one customer amounted to approximately 27.9% and 28.4% of sales in fiscal years 2020 and 2019, respectively. As of April 30, 2020 and 2019, there were outstanding accounts receivable from this customer of approximately $72,904 and $67,633, respectively.
Shipments to another customer accounted for 39.5% and 40.1% of sales in fiscal years 2020 and 2019, respectively. As of April 30, 2020 and 2019, there were outstanding accounts receivable from this customer of approximately $156,635 and $147,825, respectively.
The Company had export sales of $42,315 during the last fiscal year, and export sales of $72,265 during the fiscal year ending in 2019. 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.
The Company does not rely on any foreign operations other than its dealers and marketing representatives in their respective marketing areas. See "Marketing and Distribution." Foreign sales are contingent upon, among other factors, foreign trade regulations, value of the United States Dollar and, where required, government approval of the Company's products including CE Marketing requirements.
The Company is exposed to risks generally attendant to foreign operations, including but not limited to, trade restrictions, tariffs, embargos, foreign war and unrest and competition from foreign and domestic producers. Management believes the partial or total loss of foreign operations would not have a material impact on the Company’s financial condition or results of operations.
Note 8 - Employee Benefit Plan
The Company sponsors a 401(k) plan for all full-time employees. Under the plan, a participant may elect to defer compensation (up to allowable limits). The Company's discretionary matching contributions for the years ended April 30, 2020 and 2019 were $29,951 and $25,348, respectively.
Note 9 - COVID-19 Pandemic
The Company will face challenges in 2020 and 2021 as a result of the COVID-19 pandemic. Such challenges will include (among other things) decreases or significant decreases in demand for certain products and potentially increases in demand for others, collectability of customer accounts receivable from customers negatively impacted by shelter in place requirements, managing the health and productivity of our employees working in our facility or working remotely, managing our information technology (IT) infrastructure and security for our employees working remotely, and procuring adequate raw materials and packaging, as well as managing our supply chain. We have also worked closely with our domestic suppliers to source and maintain a consistent supply of raw materials, ingredients and packaging to provide a steady supply of our products to our customers. We are fortunate that to date our manufacturing facility has not been significantly impacted by this pandemic.