<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended JANUARY 31, 1998
Commission File Number 0-22011
BIONUTRICS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 86-0760991
(State or other jurisdiction of I.R.S. Employer
incorporation of organization) Identification Number
2425 E. CAMELBACK RD., SUITE 650 PHOENIX, ARIZONA 85016
(Address of principal executive offices) (Zip code)
602-508-0112
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES /X/ NO / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, at the latest practical date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AS OF MARCH 16, 1998
- ----- --------------------------------
<S> <C>
COMMON 18,319,381
PAR VALUE $.001 PER SHARE
</TABLE>
<PAGE> 2
BIONUTRICS, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
ITEM I. Condensed Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial
Statements 6
ITEM 2. Management's Discussion and Analysis 7
PART II. OTHER INFORMATION
ITEM 2(c) Changes in Securities 10
ITEM 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 11
<PAGE> 3
BIONUTRICS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 387,186 $ 2,181,121
Trade receivables, net $ 2,272,988 $ 2,334,719
Inventory 1,351,133 1,407,760
Prepaid expenses & other current assets 212,234 554,052
------------ ------------
Total Current Assets 4,223,541 6,477,652
------------ ------------
PROPERTY, PLANT and EQUIPMENT (net of 6,759,475 6,698,811
accumulated depreciation)
OTHER ASSETS, net of accumulated amortization:
Goodwill 556,828 563,878
Patent applications and other related costs 560,523 441,693
------------ ------------
Total Other Assets 1,117,351 1,005,571
------------ ------------
TOTAL $ 12,100,367 $ 14,182,034
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,537,935 $ 2,769,440
Accrued liabilities 1,609,033 2,033,567
Current portion of notes payable & capital leases 361,972 329,301
------------ ------------
Total Current Liabilities 5,508,940 5,132,308
------------ ------------
LONG TERM LIABILITIES
Notes payable & capital leases 150,384 13,407
------------ ------------
Total Liabilities 5,659,324 5,145,715
------------ ------------
STOCKHOLDERS' EQUITY
Common stock 17,902 17,812
Additional paid in capital 27,242,608 26,501,567
Accumulated deficit (20,818,264) (17,481,857)
Common stock in treasury (1,203) (1,203)
------------ ------------
Total Stockholders' Equity 6,441,043 9,036,319
------------ ------------
TOTAL $ 12,100,367 $ 14,182,034
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 4
BIONUTRICS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended January 31
---------------------------------
1998 1997
------------ ------------
<S> <C> <C>
GROSS SALES $ 1,794,942 $ 0
DISCOUNTS AND ALLOWANCES 92,021 0
------------ ------------
NET SALES 1,702,921 0
COST OF SALES 1,899,478 0
------------ ------------
GROSS PROFIT (LOSS) (196,557) 0
------------ ------------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,148,044 1,307,238
------------ ------------
OTHER INCOME - NET 8,194 55,755
------------ ------------
LOSS BEFORE PROVISION FOR
INCOME TAXES (3,336,407) (1,251,483)
------------ ------------
PROVISION FOR INCOME TAXES 0 0
------------ ------------
NET LOSS ($ 3,336,407) ($ 1,251,483)
============ ============
LOSS PER COMMON SHARE ($ 0.19) ($ 0.08)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 17,875,127 15,222,451
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 5
BIONUTRICS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended January 31
------------------------------
OPERATING ACTIVITIES: 1998 1997
----------- -----------
<S> <C> <C>
Net Loss ($3,336,407) ($1,251,483)
Adjustments to reconcile net loss to cash used in operations
Depreciation and amortization 314,099 7,984
Expenses incurred in exchange for common stock 0 25,000
Non-employee stock-based compensation 35,076 18,000
Changes in operating assets and liabilities:
Receivables-net 61,731 3,361
Inventory 56,627 (33,962)
Prepaid expenses and other current assets 341,818 (84,168)
Accounts payable and accrued liabilities 343,961 (357,113)
----------- -----------
Net cash used in operating activities (2,183,095) (1,672,381)
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (312,735) (449,271)
Investment in joint venture 0 (400,000)
----------- -----------
Net cash used in investing activities (312,735) (849,271)
----------- -----------
FINANCING ACTIVITIES:
Net proceeds from issuance of stock 706,055 1,366,304
Repayment of notes payable & capital lease obligations (4,160)
----------- -----------
Net cash provided by financing activities 701,895 1,366,304
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,793,935) (1,155,348)
CASH AND CASH EQUIVALENTS, BEG OF PERIOD 2,181,121 5,676,360
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 387,186 $ 4,521,012
=========== ===========
Supplemental Disclosures of Noncash
Investing and Financing activities:
Capital lease obligations $ 173,808
===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 6
BIONUTRICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - The accompanying unaudited Condensed Consolidated Financial
Statements have been prepared in accordance with generally
accepted accounting principles for interim financial
information and the instructions to Form 10-Q. Accordingly,
they do not include all the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows for all periods presented have been
made. The results of operations for the three-month period
ended January 31, 1998 are not necessarily indicative of the
operating results that may be expected for the entire year
ending October 31, 1998. These financial statements should be
read in conjunction with the Company's October 31, 1997
financial statements and accompanying notes thereto.
NOTE B - Net Loss per share is computed by dividing net loss by the
weighted average number of common shares assumed outstanding
during the presented periods. Options and warrants are
excluded from the net loss per share calculation as they are
anti-dilutive.
NOTE C - The Company raised $706,055 in capital through issuance of
common stock during the three-month period ended January 31,
1998. This capital stock was issued at $5.00 and $8.00 per
share. The shares at $5.00 were issued in connection with the
exercise of stock options and totaled $41,655.
Subsequent to the three-month period ended January 31, 1998
the company raised $ 3,000,000 through the issuance of common
stock at $ 7.25 a share.
NOTE D - New Accounting Pronouncements - In February 1997, the
Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 128, Earnings
Per Share, which specifies new computation, presentation and
disclosure requirements. SFAS No. 128 will be effective for
both interim and annual periods ending after December 15,
1997. Management believes that the adoption of SFAS No. 128
will not have a material impact on the earnings per share
presented.
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<PAGE> 7
BIONUTRICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three-months ended January 31, 1998 compared with three-months ended
January 31, 1997.
RESULTS OF OPERATIONS
The following discussion of the Company's financial condition and results of
operations includes certain forward looking statements. When used in this
report, the words "expects," "intends," "plans" and "anticipates" and similar
terms are intended to identify forward looking statements that relate to the
Company's future performance. Such statements involve risks and uncertainties.
The Company's actual results may differ materially from the results discussed
here. Factors that might cause such a difference include, but are not limited
to, those discussed under "Business-Special Considerations" in the Company's
Form 10KA.
Results of operations for the first quarter of fiscal 1998 as compared to 1997
reflect the activities of Bionutrics, Inc. in transition from a research and
development mode to production and sales.
The company continued to rollout nationally its first product, evolvE(TM),
during the quarter and also recognized sales from molecular distillation
processing and production byproducts. Consolidated gross sales for the quarter
ended January 31, 1998 were, $1,794,942 versus $0 for the same quarter in 1997.
Of the reporting quarter sales, $921,583 was attributable to the sale of evolvE,
$663,585 for molecular distillation processing and $209,774 for production
byproducts. As of the end of the first quarter evolvE was distributed by leading
drug and food chains and mass merchandisers throughout the United States. There
were no evolvE revenues for the prior year as the company did not launch its
first product until the second quarter of 1997.
Cost of sales for the quarter ended January 31, 1998 was $1,899,478 versus $0
for the same quarter in 1997. Cost of sales for the first quarter ended January
31, 1998 resulted in negative margins as the company had not achieved operating
level efficiency primarily due to low volume activity at the West Monroe
production location and start-up costs associated with product rollout of
evolvE. The Company's manufacturing operations in West Monroe, Louisiana were
idle for most of the first quarter of this year so as to utilize inventory built
up in the fourth quarter of last year and to prepare for commodity production of
rice bran oil in the second quarter. Curtailment of operations has resulted in
cost savings recognized in the first quarter. The Company anticipates margins to
improve with higher sales volume of evolvE and with the commencement of sales of
commodity rice bran oil. Margins are also expected to improve with higher
utilization levels of production facilities as the commodity rice bran oil is
manufactured. No assurance can be given that the Company will achieve higher
utilization.
-7-
<PAGE> 8
Selling, general and administrative expenses for the quarter ended January 31,
1998 of $3,148,044 were $1,840,806 higher than that recognized for the same
quarter in 1997 of $1,307,238. In addition to costs associated with the
molecular distillation processing business acquired in the fourth quarter of
1997, this increase in expenses directly reflects costs associated with product
rollout and infrastructure development. Significant increases were incurred for
salaries, research, advertising and marketing, legal and consulting fees.
Other income for the quarter ended January 31, 1998 was $8,194 versus $55,755
for the same quarter for the prior year. The decreased income is attributable to
decreased interest earnings from lower balances of cash.
Net loss increased to $(3,336,407), or $(0.19) per share for the quarter ended
January 31, 1998 from $ (1,251,483), or $ (0.08) per share for the quarter ended
January 31, 1997 due primarily to increased levels of expenses as outlined above
offset in part by the introduction of sales of evolvE and revenues from
molecular distillation processing and production byproducts.
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<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities during the three-month period ended
January 31, 1998 was $2,183,095 as compared to $1,672,381 during the same period
in 1997. The increase in cash used is primarily due to increased expenses
incurred in the rollout of the company's product evolvE and research and
development efforts offset somewhat by sale of products and services as detailed
in results of operations.
Net cash used in investing activities during the three-months ended January 31,
1998 was $312,735 as compared to $849,271 during the same period in 1997. These
investment activities were largely related to manufacturing operations. The
Company anticipates that additional investment in manufacturing operations will
be required.
Net cash provided by financing activities totaled $701,895 for the three-month
period ended January 31, 1998 versus $1,366,304 from the same period in 1997.
This cash was provided primarily by the sale of common stock. Subsequent to the
three-month period ended January 31, 1998 the company raised $3,000,000 through
the issuance of common stock at $7.25 a share.
The Company's current cash resources, anticipated commitments for additional
financing and expected cash flow from operations are projected to be sufficient
to fund its capital needs for the next 12 months. The Company continues to seek
additional capital though private equity, bank lines of credit and asset based
financing including capital required to expand the business. There can be no
assurance that such additional financing will be attainable, or attainable on
terms acceptable to the Company. Such lack of capital could have a material
adverse affect on the Company's business. Access by the company to additional
capital would depend upon prevailing market conditions, and the financial
condition of the Company at the time.
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<PAGE> 10
BIONUTRICS, INC.
PART II - OTHER INFORMATION
ITEM 2(c) Changes in Securities:
Sold 83,050 shares of common stock at $ 8.00 per
share to 3 directors pursuant to 4 (2)
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits - none
(b) Reports on Form 8-K
Form 8-K filed November 7, 1997 regarding acquisition
of InCon Technologies Inc. and as amended by 8-KA
filed January 30, 1997.
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<PAGE> 11
BIONUTRICS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Bionutrics, Inc.
(Registrant)
Dated: March 16, 1998 By:/s/George E. Duck, Jr.
----------------------
Its: Vice President, Finance
Secretary and Treasurer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 387,186
<SECURITIES> 0
<RECEIVABLES> 2,305,127
<ALLOWANCES> 32,139
<INVENTORY> 1,351,133
<CURRENT-ASSETS> 4,223,541
<PP&E> 7,318,711
<DEPRECIATION> 559,236
<TOTAL-ASSETS> 12,100,367
<CURRENT-LIABILITIES> 5,508,940
<BONDS> 0
0
0
<COMMON> 17,902
<OTHER-SE> 6,423,141
<TOTAL-LIABILITY-AND-EQUITY> 12,100,367
<SALES> 1,039,336
<TOTAL-REVENUES> 1,702,921
<CGS> 1,223,416
<TOTAL-COSTS> 1,899,478
<OTHER-EXPENSES> 3,148,044
<LOSS-PROVISION> 32,139
<INTEREST-EXPENSE> 1,550
<INCOME-PRETAX> (3,336,407)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,336,407)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,336,407)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> 0
</TABLE>
