-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nix2FHL46v/UB/TzgJ3KaudwclxR9Cep6lka2f/GfASLKbdlf3+S6nC1v6Riicj3 SKm1ln/HhfPzGoFJwZB0mw== 0000927946-00-000023.txt : 20000215 0000927946-00-000023.hdr.sgml : 20000215 ACCESSION NUMBER: 0000927946-00-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOANALYTICAL SYSTEMS INC CENTRAL INDEX KEY: 0000720154 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 351345024 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23357 FILM NUMBER: 541162 BUSINESS ADDRESS: STREET 1: 2701 KENT AVE CITY: WEST LAFAYETT STATE: IN ZIP: 47906-1382 BUSINESS PHONE: 3174634527 MAIL ADDRESS: STREET 1: 2701 KENT AVENUE CITY: WEST LAFAYETTE STATE: IN ZIP: 47906-1382 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ Commission File Number 333-36429 BIOANALYTICAL SYSTEMS, INC. (Exact name of the registrant as specified in its charter) INDIANA 35-1345024 - ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 KENT AVENUE WEST LAFAYETTE, IN 47906 - ------------------ ----- (Address of principal executive offices) (Zip code) (765) 463-4527 - -------------- (Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO As of December 31, 1999, 4,528,550 Common Shares of the registrant were outstanding. 1 Page Number PART I FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited): Consolidated Balance Sheets as of December 31, 1999 and September 30, 1999 3 Consolidated Statements of Operations for the Three Months ended December 31, 1999 and 1998 4 Consolidated Statements of Cash Flows for the Three Months ended December 31, 1999 and 1998 5 Notes to Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10 PART II OTHER INFORMATION Item 1 - Legal Proceedings 10 Item 4 - Submission of Matter to a Vote of Security Holders 16 Item 2 - Changes in Securities and Use of Proceeds 10 Item 6 - Exhibits and Reports on Form 8-K 10 SIGNATURES 12 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, September 30, 1999 1999 ------------ ------------- (Unaudited) Note ASSETS Current Assets: Cash and cash equivalents .......................................................... $ 597 $ 1,924 Accounts receivable, net ........................................................... 2,678 3,683 Inventories ........................................................................ 1,923 1,791 Other current assets ............................................................... 82 81 Deferred income taxes .............................................................. 242 242 -------- -------- Total Current Assets ........................................................... 5,522 7,721 Property and equipment: Land and improvements .............................................................. 259 171 Buildings and improvements ......................................................... 13,635 11,638 Machinery and equipment ............................................................ 10,329 9,144 Office furniture and fixtures ...................................................... 1,374 1,319 Construction in process ............................................................ 108 107 -------- -------- 25,705 22,379 Less accumulated depreciation ...................................................... (6,667) (5,024) -------- -------- 19,038 17,355 Goodwill, less accumulated amortization of $160 and $143 ........................... 1,036 1,053 Other assets ....................................................................... 173 192 -------- -------- Total Assets ...................................................................... $ 25,769 $ 26,321 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable .................................................................. $ 1,188 $ 2,020 Income taxes payable .............................................................. -- 2 Accrued expenses .................................................................. 458 816 Customer advances ................................................................. 403 155 Current portion of capital lease obligation ....................................... 220 220 Current portion of long-term debt ................................................. 237 233 Lines of credit ................................................................... 1,101 -- -------- -------- Total current liabilities ...................................................... 3,607 3,446 Capital lease obligation, less current portion .................................... 850 903 Long-term debt, less current portion .............................................. 3,150 3,209 Deferred income taxes ............................................................. 1,114 1,342 Convertible Preferred Shares: 1,000,000 shares authorized; no shares issued and outstanding ................ -- -- Shareholders' equity: Common Shares: 19,000,000 shares authorized; 4,528,550 and 4,514,349 shares issued and outstanding ............ 1,003 1,000 Additional paid-in capital ...................................................... 10,492 10,482 Retained earnings ............................................................... 5,588 5,960 Accumulated other comprehensive income- Currency translation adjustment ................................................. (35) (21) -------- -------- Total shareholders' equity ..................................................... 17,048 17,421 -------- -------- Total liabilities and shareholders' equity .................................... $ 25,769 $ 26,321 ======== ======== The balance sheet at September 30, 1999 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes.
3
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Three Months Ended Dec 31, Ended Dec 31, 1999 1998 ------------- ------------ Services revenue ........................................................... $ 2,773 $ 2,303 Product revenue ............................................................ 1,673 2,295 ------------ ------------ Total revenue .......................................................... 4,446 4,598 Cost of services revenue ................................................... 2,418 1,555 Cost of product revenue .................................................... 619 947 ------------ ------------ Total cost of revenue .................................................. 3,037 2,502 Gross profit ............................................................... 1,409 2,096 Operating expenses: Selling ................................................................ 804 1,017 Research and development ............................................... 448 481 General and administrative ............................................. 629 580 ----------- ----------- Total Operating Expenses .......................................... 1,881 2,078 ------------ ------------ Operating income (loss)..................................................... (472) 18 Interest income ............................................................ 12 5 Interest expense ........................................................... (121) (41) Other income ............................................................... 17 10 Loss on sale of property and equipment ..................................... (8) (2) ------------ ------------ Loss before income taxes ................................................... (572) (10) Income taxes ............................................................... (200) (4) ----------- ----------- Net Loss ................................................................... $ (372) $ (6) ============ ============ Basic net loss per common share ............................................ $ (.08) $ .00 Diluted net loss per common and common equivalent share .................... $ (.08) $ .00 Basic weighted average common shares outstanding ........................... 4,515,825 4,496,094 Diluted weighted average common and common equivalent shares outstanding.... 4,674,713 4,629,952 See accompanying notes.
4
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Three Months Ended Dec 31, Ended Dec 31, 1999 1998 ------------- ------------- Operating activities: Net (loss) .................................................................................. $ (372) $ (6) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Depreciation and amortization ............................................................ 338 277 Loss on sale of property and equipment ................................................... 8 -- Deferred income taxes .................................................................... (227) (51) Changes in operating assets and liabilities: Accounts receivable .................................................................. 1,218 183 Inventories .......................................................................... (129) (23) Other assets ......................................................................... 49 (13) Accounts payable ..................................................................... (997) (876) Income taxes payable ................................................................. (2) (119) Accrued expenses and customer advances ............................................... (628) 27 ------- ------- Net cash provided (used) by operating activities ............................................. (742) (601) Investing activities: Capital expenditures ......................................................................... (408) (1,048) Payments for purchase of net assets of TPS, Inc. net of cash acquired ........................ (429) -- ------- ------- Net cash used by investing activities ........................................................ (837) (1,048) Financing activities: Payments of long-term debt ................................................................... (564) (73) Borrowings on lines of credit ................................................................ 1,101 950 Payments on lines of credit .................................................................. (283) -- Net proceeds from the exercise of stock options .............................................. 13 7 ------- ------- Net cash provided by financing activities .................................................... 267 884 Effects of exchange rate changes ............................................................. (15) (6) ------- ------- Net (decrease) in cash and cash equivalents .................................................. (1,327) (771) Cash and cash equivalents at beginning of period ............................................. 1,924 1,208 ------- ------- Cash and cash equivalents at end of period ................................................... $ 597 $ 437 ======= ======= See accompanying notes.
5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) DESCRIPTION OF THE BUSINESS Bioanalytical Systems, Inc. and its subsidiaries (the "Company") engage in laboratory services, consulting and research related to analytical chemistry and chemical instrumentation. The Company also manufactures scientific instruments for use in the determination of trace amounts of organic compounds in biological, environmental and industrial materials. The Company sells its equipment and software for use in industrial, governmental and academic laboratories. The Company's customers are located in the United States and throughout the world. (2) INTERIM FINANCIAL STATEMENTS PRESENTATION The accompanying interim financial statements are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore these consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, and the notes thereto, for the year ended September 30, 1999. In the opinion of management, the consolidated financial statements for the three month periods ended December 31, 1998 and 1999 include all normal and recurring adjustments which are necessary for a fair presentation of the results of the interim periods. The results of operations for the three month period ended December 31, 1999 are not necessarily indicative of the results for the year ending September 30, 2000. (3) INVENTORIES Inventories consisted of (in thousands): December 31, 1999 September 30, 1999 ----------------- ------------------ Raw materials $ 969 $ 1,050 Work in progress 296 253 Finished goods 764 595 ------- ------- 2,030 1,898 LIFO reserve (107) (107) ------- ------- $ 1,923 $ 1,791 ======= ======= 6 (4) DEBT The Company has a working capital line of credit, which expires April 1, 2000 and allows borrowings of up to $3,500,000. Interest accrues monthly on the outstanding balance at the bank's prime rate minus 25 basis points (8.25% at December 31, 1999) or at the London Interbank Offered Rate (LIBOR) plus 2% as elected by the Company. The line is collateralized by inventories and accounts receivable and requires the Company to maintain certain financial ratios. There was $1,100,000 outstanding on this line of credit at December 31, 1999. The Company has an acquisition line of credit agreement, which expires April 1, 2000 and allows borrowings of up to $4,000,000. Interest accrues monthly on the outstanding balance at the bank's prime rate (8.5 % at December 31, 1999). There was no balance outstanding on this line of credit at December 31, 1999. On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage with a bank. The mortgage note requires 59 monthly principal payments of $19,444 plus interest followed by a final payment for the unpaid principal amount of $2,352,804 due June 24, 2004. Interest is charged at the one-month LIBOR rate plus 200 basis points (7.61% at December 31, 1999). (5) LITIGATION In April 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action against the Company in the United States District Court for the District of New Jersey in which CMA alleged that the Company's microdialysis probes infringe U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied infringement and in which it asserted that the patent on which CMA relies is invalid. The matter is now awaiting a trial date. Although an estimate of the possible loss has not been made, management intends to continue a vigorous defense of CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or result of operations. (6) ACQUISITION Effective October 1, 1999 the Company acquired all of the capital stock of Toxicology Pathology Services, Inc. (TPS), a provider of preclinical services to pharmaceutical companies in the United States. The purchase price was approximately $430,000 and was financed through the Company's line of credit (Note 5). The Company also refinanced approximately $750,000 of TPS debt utilizing the Company's line of credit. The purchase agreement provides for a 5 year incentive to be paid to the former shareholders of TPS, up to a maximum aggregate amount based upon certain performance targets, as defined in the agreement. The acquistion was accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisition. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q may contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and/or Section 21E of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, discussions regarding the Company's intent, belief or current expectations with respect to (i) the Company's strategic plans; (ii) the Company's future profitability; (iii) the Company's capital requirements; (iv) industry trends affecting the Company's financial condition or results of operations; (v) the Company's sales or marketing plans; or (vi) the Company's growth strategy. Investors in the Company's Common Shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in the Company's Registration Statement on Form S-1, File No. 333-36429. Although the Company believes that the assumptions on which the forward-looking statements contained herein are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based upon those assumptions also could be incorrect. In light of the uncertainties inherent in any forward-looking statement, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that the Company's plans and objectives will be achieved. 7 RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 1998 Total revenue for the three months ended December 31, 1999 decreased 3.3% to $4.4 million from $4.6 million for the three months ended December 31, 1998. The net decrease of $ 200,000 was primarily due to decreased revenue from products, which decreased to $1.7 million in the three months ended December 31, 1999 from $2.3 million for the three months ended December 31, 1998 as a result of decreases in microdialysis, electrochemistry and liquid chromatography product sales. During this same period, services revenue increased to $2.8 million for the three months ended December 31, 1999 from $2.3 million for the three months ended December 31, 1998 primarily as a result of the addition of preclinical services. Total cost of revenue for the three months ended December 31, 1999 increased 21.4% to $3.0 million from $2.5 million for the three months ended December 31, 1998. This increase of $500,000 was primarily due to the additional cost of revenue related to the services unit acquired to provide preclinical services. Cost of product revenue decreased to 37.0% as a percentage of product revenue for the three months ended December 31, 1999 from 41.3% of product revenue for the three months ended December 31, 1998, primarily due to a change in product mix. Cost of services revenue increased to 87.2% as a percentage of services revenue for the three months ended December 31, 1999 from 67.5% of services revenue for the three months ended December 31, 1998 primarily due to an increase in the level of staffing related to preclinical services. Selling expenses for the three months ended December 31, 1999 decreased 20.9% to $804,000 from $1,017,000 for the three months ended December 31, 1998 primarily due to the reduction of distributors commissions. Research and development expenses for the three months ended December 31, 1999 decreased 6.9% to $ 448,000 from $481,000 for the three months ended December 31, 1998 primarily due to the reduction of grant activity. General and administrative expenses for the three months ended December 31, 1999 increased 8.4% to $629,000 from $580,000 for the three months ended December 31, 1998, primarily as a result of the addition of the preclinical services unit. Other expense was $100,000 in the three months ended December 31, 1999, as compared to $28,000 in the three months ended December 31, 1998. The Company's effective tax rate for the three months ended December 31, 1999 was 34.5% as compared to 40.0% for the three months ended December 31, 1998. LIQUIDITY AND CAPITAL RESOURCES At December 31, 1999, the Company had cash and cash equivalents of $597,000 compared to cash and cash equivalents of $1,924,000 at September 30, 1999. The decrease in cash resulted primarily from the Company's increase in capital expenditures. The Company's net cash (used) by operating activities was $(765,000) for the three months ended December 31, 1999 as compared to $(601,000) for the first three months of fiscal 2000. The negative cash flow from operations during the three months ended December 31, 1999 was partially the result of a net loss of $372,000 offset by non-cash charges of approximately $119,000 plus a net change of $(489,000) in operating assets and liabilities. The most significant decrease in operating liabilities related to accounts payable, which decreased $997,000 to $1,188,000 at December 31, 1999. 8 Cash used by investing activities decreased to $837,000 for the three months ended December 31, 1999 from $1,048,000 for the three months ended December 31, 1998, primarily as a result of the Company's acquisition of TPS. Cash provided by financing activities for the three months ended December 31, 1999 was approximately $267,000 primarily due to the increase of debt to complete the acquisition and refinancing of TPS. Total expenditures by the Company for property and equipment were $408,000 and $1,048,000 for the three months ended December 31, 1999 and 1998, respectively. Expenditures made in connection with the expansion of the Company's operating facilities and purchases of laboratory equipment account for the largest portions of these expenditures. The Company anticipates reduced levels of capital expenditures during the remainder of fiscal 2000 in connection with the renovation and construction of additional facilities and the purchase of additional laboratory equipment. The Company currently has no firm commitments for capital expenditures . The Company also expects to make other investments to expand its operations through internal growth and, as attractive opportunities arise, through strategic acquisitions, alliances and joint ventures. Based on its current business activities, the Company believes that cash generated from its operations and amounts available under its existing bank lines of credit will be sufficient to fund its anticipated working capital and capital expenditure requirements. The Company has a working capital line of credit, which expires April 1, 2000 and allows borrowings of up to $3,500,000. Interest accrues monthly on the outstanding balance at the bank's prime rate minus 25 basis points (8.25 % at December 31, 1999) or at the London Interbank Offered Rate (LIBOR) plus 2% as elected by the Company. The line is collateralized by inventories and accounts receivable and requires the Company to maintain certain financial ratios. There was $1,100,000 outstanding on this line of credit at December 31, 1999. The Company has an acquisition line of credit agreement, which expires April 1, 2000 and allows borrowings of up to $4,000,000. Interest accrues monthly on the outstanding balance at the bank's prime rate (8.5 % at December 31, 1999). There was no balance outstanding on this line of credit at December 31, 1999. On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage with a bank. The mortgage note requires 59 monthly principal payments of $19,444 plus interest followed by a final payment for the unpaid principal amount of $2,352,804 due June 24, 2004. Interest is charged at the one-month LIBOR rate plus 200 basis points (7.61% at December 31, 1999). 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In April, 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action against the Company in the United States District Court for the District of New Jersey in which CMA alleged that the Company's microdialysis probes infringe U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied infringement and asserted that the patent on which CMA relies is invalid. Sales of the product in question accounted for less than one percent of the Company's revenues in fiscal 1999 and for the first quarter of fiscal 2000. The matter is now awaiting a trial date. Management intends to continue a vigorous defense against CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or results of operations. However, legal expenses associated with the defense of this suit have had and will continue to have an adverse effect on earnings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. In the first quarter of 2000, the Company issued an aggregate of 14,201 Common Shares to certain employees and members of the Company's Board of Directors upon the exercise of stock options for an aggregate purchase price of $13,172.66. The issuance of these Common Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Rule 701 of the Securities and Exchange Commission. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357). 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-36429). 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). 10 10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1, Registration No. 333-36429). 10.7 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1, Registration No. 333-36429). 10.8 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.26 to Registration Statement on Form S-1, Registration No. 333-36429). 10.9 Form of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1, Registration No. 333-36429). 10.10 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.28 to Registration Statement on Form S-1, Registration No. 333-36429). 10.11 Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.29 to Registration Statement on Form S-1, Registration No. 333-36429) 10.12 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated by reference to Exhibit 10.14 to Quarterly Report Form 10-Q for the quarter ended June 30, 1998). 10.13 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.15 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.14 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.16 to Quarterly Report Form 10-Q for the quarter ended June 30, 1998). 10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.17 to Form 10-Q for the quarter ended March 31, 1998). 10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indianapolis, NA, dated June 24, 1999 related to loan in the amount of $3,500,000 (Incorporated by reference to Exhibit 10.18 to Form 10-Q for the quarter ended June 30, 1999). 11.1 Statement Regarding Computation of Per Share Earnings. 27.1 Financial Data Schedule (b) Reports on Form 8-K No report on Form 8-K was filed during the quarter for which this report is filed. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: BIOANALYTICAL SYSTEMS, INC. By /s/ PETER T. KISSINGER - ----------------------------- Peter T. Kissinger President and Chief Executive Officer Date: February 14, 2000 By /s/ DOUGLAS P. WIETEN - ---------------------------- Douglas P. Wieten Vice President-Finance, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) Date: February 14, 2000 12
BIOANALYTICAL SYSTEMS, INC. FORM 10-Q INDEX TO EXHIBITS Number Assigned in Regulation S-K Item 601 Exhibit Number Description of Exhibit ------------------ -------------- ---------------------- (2) No Exhibit (3) 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357). (4) 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429) 4.2 See Exhibits 3.1 and 3.2 (10) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-36429). 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). 10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1, Registration No. 333-36429). 10.7 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1, Registration No. 333-36429). 10.8 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.26 to Registration Statement on Form S-1, Registration No. 333-36429). 10.9 Form of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1, Registration No. 333-36429). 13 10.10 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.28 to Registration Statement on Form S-1, Registration No. 333-36429). 10.11 Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.29 to Registration Statement on Form S-1, Registration No. 333-36429). 10.12 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated by reference to Exhibit 10.14 to Quarterly report Form 10-Q for the quarter ended June 30, 1998). 10.13 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.15 to Quarterly report Form 10-Q for the quarter ended June 30, 1998). 10.14 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.16 to Quarterly report Form 10-Q for the quarter ended June 30, 1998). 10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.17 to Form 10-Q for the quarter ended March 31, 1998). 10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indianapolis, NA, dated June 24, 1999 related to loan in the amount of $3,500,000 (Incorporated by reference to Exhibit 10.18 to Form 10-Q for the quarter ended June 30, 1999). (11) 11.1 Statement Regarding Computation of Per Share Earnings. (12) No Exhibit (13) No Exhibit (15) No Exhibit (18) No Exhibit (19) No Exhibit (22) No Exhibit (23) No Exhibit (24) No Exhibit (27) 27.1 Financial Data Schedule (99) No Exhibit
14 EX-11.1 2 COMPUTATION OF PER SHARE EARNINGS
Exhibit 11.1 - Statement Regarding Computation of Per share Earnings (Unaudited) (in thousands except per share data) Three Months Ended Three Months Ended December 31, 1999 December 31, 1998 ----------------- ----------------- Basic Average Common Shares outstanding .................................................... 4,516 4,496 Net loss available to Common shareholders .............................................. (372) (6) Per share amount ....................................................................... $ (.08) $ (.00) Diluted Average Common Shares outstanding ................................................. 4,516 4,496 Net effect of dilutive stock options based on the Treasury stock method using the average market price .............................. 159 134 Total .................................................................................. 4,675 4,630 Net loss available to Common shareholders .............................................. $ (372) $ (6) Per share amount ....................................................................... $ (.08) $ (.00)
EX-27 3 EXHIBIT 27.1 - FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Bioanalytical Systems, Inc. consolidated financial statements contained in the company's quarterly report on Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000720154 Bioanalytical Systems, Inc. 1,000 3-MOS SEP-30-2000 OCT-01-1999 DEC-31-1999 597 0 2,678 0 1,923 5,522 19,038 6,667 25,769 3,607 0 0 0 1,003 16,045 25,769 1,673 4,446 619 3,037 1,881 0 (121) (572) (200) (372) 0 0 0 (372) (.08) (.08)
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