10-Q 1 0001.txt 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 June 30, 2000 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 (Zip code) executive offices) (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 June 30, 2000, 4,562,645 Common Shares of the registrant were outstanding. 1 PAGE NUMBER PART I FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited): Consolidated Balance Sheets as of June 30, 2000 and September 30, 1999 4 Consolidated Statements of Operations for the Three 5 Months and Nine Months ended June 30, 2000 and 1999 Consolidated Statements of Cash Flows for the Nine Months 6 Ended June 30, 2000 and 1999 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial 7 Condition and Results of Operations Item 3 Quantitative and Qualitative Disclosures About Market Risk 9 PART II OTHER INFORMATION Item 1 Legal Proceedings 9 Item 6 Exhibits and Reports on Form 8-K 10 SIGNATURES 11 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS in thousands, except share data) June 30, 2000 September 30, 1999 (Unaudited) (Note) ------------- ------------------ ASSETS Current Assets: Cash and cash equivalents $ 676 $ 1,924 Accounts receivable, net 2,861 3,683 Inventories 2,077 1,791 Other current assets 84 81 Deferred income taxes 242 242 -------- -------- Total Current Assets 5,940 7,721 Property and equipment: Land and improvements 260 171 Buildings and improvements 13,774 11,638 Machinery and equipment 10,631 9,144 Office furniture and fixtures 1,386 1,319 Construction in process 7 107 -------- -------- Total Property and Equipment 26,058 22,379 Less accumulated depreciation (7,191) (5,024) -------- -------- 18,867 17,355 Goodwill, less accumulated amortization of $191 and $143 1,005 1,053 Other assets 157 192 -------- -------- Total Assets $ 25,969 $ 26,321 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,438 $ 2,020 Income taxes payable (36) 2 Accrued expenses 505 816 Customer advances 825 155 Current portion of capital lease obligation 220 220 Current portion of long-term debt 235 233 Lines of credit 1,751 -- -------- -------- Total current liabilities 4,938 3,446 Capital lease obligation, less current portion 740 903 Long-term debt, less current portion 3,033 3,209 Deferred income taxes 761 1,342 Shareholders equity: Preferred Shares: 1,000,000 shares authorized; no shares issued and outstanding -- -- Common Shares: 19,000,000 shares authorized; 4,562,645 and 4,514,349 shares issued and outstanding 1,011 1,000 Additional paid-in capital 10,496 10,482 Retained earnings 5,022 5,960 Accumulated other comprehensive loss Currency translation adjustment (32) (21) -------- -------- Total shareholders' equity 16,497 17,421 -------- -------- Total liabilities and shareholders' equity $ 25,969 $ 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.
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BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Three Months Nine Months Nine Months Ended Jun 30, Ended Jun 30, Ended Jun 30, Ended Jun 30, 2000 1999 2000 1999 ------------- ------------- ------------- ------------- Services revenue $ 2,528 $ 2,561 $ 7,910 $ 7,592 Product revenue 2,924 2,412 6,077 7,036 ----------- ----------- ----------- ----------- Total revenue 5,452 4,973 13,987 14,628 Cost of services revenue 2,278 1,795 6,862 4,994 Cost of product revenue 1,013 901 2,157 2,724 ----------- ----------- ----------- ----------- Total cost of revenue 3,291 2,696 9,019 7,718 Gross profit 2,161 2,277 4,968 6,910 Operating expenses: Selling 1,009 1,011 2,539 2,952 Research and development 471 463 1,367 1,498 General and administrative 769 675 2,147 1,974 ----------- ----------- ----------- ----------- Total Operating Expenses 2,249 2,149 6,053 6,424 ----------- ----------- ----------- ----------- Operating income (loss) (88) 128 (1,085) 486 Interest income 8 4 21 11 Interest expense (135) (47) (377) (112) Other income (expense) 2 15 15 63 Loss on sale of property and equipment (1) (8) (17) (12) ----------- ----------- ----------- ----------- Income (loss) before income taxes (214) 92 (1,443) 436 Income taxes (75) 25 (505) 175 ----------- ----------- ----------- ----------- Net income (loss) $ (139) $ 67 $ (938) $ 261 =========== =========== =========== =========== Basic net income (loss) per common share $ (.03) $ .01 $ (.21) $ .06 Diluted net income (loss) per common and $ (.03) $ .01 $ (.21) $ .06 common equivalent share Basic weighted average common shares 4,562,645 4,507,893 4,546,203 4,503,432 outstanding Diluted weighted average common and common 4,562,645 4,693,878 4,546,203 4,672,914 equivalent shares outstanding See accompanying notes
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BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended Nine Months Ended June 30, 2000 June 30, 1999 ----------------- ----------------- Operating activities: Net income (loss) $ (938) $ 261 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 893 843 Loss on sale of property and equipment 17 12 Deferred income taxes (581) 37 Changes in operating assets and liabilities: Accounts receivable 1,036 232 Inventories (283) (129) Other assets 63 (5) Accounts payable (748) (618) Income taxes payable (38) (151) Accrued expenses and customer advances (159) (268) ------- ------- Net cash provided (used) by operating activities (738) 214 Investing activities: Capital expenditures (753) (2,874) Payments for purchase of net assets of TPS, Inc. net of cash acquired (446) -- ------- ------- Net cash used by investing activities (1,199) (2,874) Financing activities: Borrowings of long-term debt -- 3,500 Payments of long-term debt (792) (216) Borrowings on lines of credit 2,201 2,850 Payments on lines of credit (733) (2,850) Net proceeds from the exercise of stock options 25 14 ------- ------- Net cash provided by financing activities 701 3,298 Effects of exchange rate changes (12) 14 ------- ------- Net (decrease) in cash and cash equivalents (1,248) 652 Cash and cash equivalents at beginning of period 1,924 1,208 ------- ------- Cash and cash equivalents at end of period $ 676 $ 1,860 ======= ======= 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 STATEMENT 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 and the nine month periods ended June 30, 2000 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 and the nine month period ended June 30, 2000 are not necessarily indicative of the results for the year ending September 30, 2000. (3) INVENTORIES Inventories consisted of (in thousands): June 30, 2000 September 30, 1999 ------------- ------------------ Raw materials $ 1,043 $ 1,050 Work in progress 319 253 Finished goods 822 595 ------- ------- 2,184 1,898 LIFO reserve (107) (107) ------- ------- $ 2,077 $ 1,791 ======= ======= (4) DEBT The Company has a working capital line of credit, which expires April 1, 2001 and allows borrowings of up to $3,500,000. Interest accrues monthly on the outstanding balance at the bank's prime rate minus 50 basis points (9.00% at June 30, 2000) 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 $1,751,000 outstanding on this line of credit at June 30, 2000. 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 (8.68% at June 30, 2000). 6 (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 results 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 4). 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 acquisition 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 based 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. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999 Total revenue for the three months ended June 30, 2000 increased 9.6% to $5.5 million from $5.0 million for the three months ended June 30, 1999. The net increase of $500,000 was primarily due to increased revenue from products, which increased to $2.9 million in the three months ended June 30, 2000 from $2.4 million for the three months ended June 30, 1999 as a result of increases in microdialysis and electrochemistry product sales. 7 Total cost of revenue for the three months ended June 30, 2000 increased 22.1% to $3.3 million from $2.7 million for the three months ended June 30, 1999. This increase of $600,000 was primarily due to the additional cost of revenue related to the unit acquired to provide preclinical services. Cost of services revenue increased to 90.1% of services revenue for the three months ended June 30, 2000 from 70.1% of services revenue for the three months ended June 30, 1999 primarily due to an increase in the level of staffing related to preclinical services. Cost of product revenue decreased to 34.6% of product revenue for the three months ended June 30, 2000 from 37.4% of product revenue for the three months ended June 30, 1999, primarily due to a change in product mix. Selling expenses for the three months ended June 30, 2000 of $1,009,000 were approximately the same as three months ended June 30, 1999. Research and development expenses for the three months ended June 30, 2000 increased 1.7% to $ 471,000 from $463,000 for the three months ended June 30, 1999. General and administrative expenses for the three months ended June 30, 2000 increased 13.9% to $769,000 from $675,000 for the three months ended June 30, 1999, primarily as a result of the addition of the preclinical services unit. Other expense was $126,000 in the three months ended June 30, 2000, as compared to other expense of $36,000 in the three months ended June 30, 1999, primarily as a result of increased interest expense due to the increase in debt. The Company's effective tax rate for the three months ended June 30, 2000 was 35.0% as compared to 27.2% for the three months ended June 30, 1999. The higher rate for the three months ended June 30, 2000 was due in part to the impact of foreign income in 1999. NINE MONTHS ENDED JUNE 30, 2000 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1999 Total revenue for the nine months ended June 30, 2000 decreased 4.4% to $14.0 million from $14.6 million for the nine months ended June 30, 1999. The net decrease of $600,000 was primarily due to decreased revenue from products, which decreased to $6.0 million in the nine months ended June 30, 2000 from $7.0 million for the nine months ended June 30, 1999 as a result of the ongoing lag in demand from Asia. Service revenue increased to $7.9 million for the nine months ended June 30, 2000 from $7.6 million for the nine months ended June 30, 1999 primarily as a result of the addition of the preclinical services unit acquired in Evansville, Indiana effective October 1, 1999. Total cost of revenue for the nine months ended June 30, 2000 increased 16.9% to $9.0 million from $7.7 million for the nine months ended June 30, 1999. This increase of $1.3 million was primarily due to the additional cost of revenue related to the preclinical services unit acquired in Evansville effective October 1, 1999. Cost of services revenue increased to 86.8% of services revenue for the nine months ended June 30, 2000 from 65.8% of services revenue for the nine months ended June 30, 1999 primarily due to the addition of the preclinical services unit acquired in Evansville, Indiana effective October 1, 1999. Cost of product revenue decreased to 35.5% of product revenue for the nine months ended June 30, 2000 from 38.7% of product revenue for the nine months ended June 30, 1999, primarily due to a change in product mix. Selling expenses for the nine months ended June 30, 2000 decreased 14.0% to $2,539,000 from $2,952,000 for the nine months ended June 30, 1999 primarily due to reduced distributor commissions. Research and development expenses for the nine months ended June 30, 2000 decreased 8.8% to $1,366,000 from $1,498,000 for the nine months ended June 30, 1999 primarily due to the decrease of grant projects. General and administrative expenses for the nine months ended June 30, 2000 increased 8.8% to $2,148,000 from $1,974,000 for the nine months ended June 30, 1999, primarily as a result of the addition of the preclinical services unit acquired in Evansville, Indiana effective October 1, 1999. Other income (expense), net, was approximately $(358,000) in the nine months ended June 30, 2000, as compared to approximately $(50,000) in the nine months ended June 30, 1999 as a result of an increase in interest expense due to the increase in debt. 8 The Company's effective tax rate for the nine months ended June 30, 2000 was 35.0% as compared to 40.1% for the nine months ended June 30, 1999. The lower rate for the nine months ended June 30, 2000 was due in part to the impact of the Indiana gross receipts tax. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2000, the Company had cash and cash equivalents of $676,000 compared to cash and cash equivalents of $1,924,000 at September 30, 1999. The decrease in cash resulted primarily from the Company's investing activities. The Company's net cash provided (used) by operating activities was $(738,000) for the nine months ended June 30, 2000 as compared to $ 214,000 for the first nine months of fiscal 1999. The negative cash flow from operations during the nine months ended June 30, 2000 was partially the result of a net loss of $938,000 offset by non-cash charges of $329,000 plus a net change of $(129,000) in operating assets and liabilities. The most significant decrease in operating liabilities related to accounts payable, which decreased $748,000 to $1,438,000 at June 30, 2000. Cash provided (used) by investing activities was $(1,199,000) for the nine months ended June 30, 2000 as compared to $(2,874,000) for the nine months ended June 30, 1999. Cash provided by financing activities for the nine months ended June 30, 2000 was $701,000 primarily due to the increase of debt to complete the acquistion and refinancing of the preclinical services unit. Total expenditures by the Company for property and equipment were $753,000 and $2,874,000 for the nine months ended June 30, 2000 and 1999, 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, 2001 and allows borrowings of up to $3,500,000. Interest accrues monthly on the outstanding balance at the bank's prime rate minus 50 basis points (9.0 % at June 30, 2000) 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 $1,751,000 outstanding on this line of credit at June 30, 2000. 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 (8.68% at June 30, 2000). 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 9 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 nine months 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 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 Quarterly report on Form 10-Q for the quarter ended December 31, 1997, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Quarterly report on Form 10-Q for the quarter ended December 31, 1997, 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). 10.6 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). 10.7 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). 10.8 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). 10.9 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) 10.10 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated April 1, 2000. 10 10.11 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 on Form 10-Q for the quarter ended March 31, 1998). 10.12 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 on Form 10-Q for the quarter ended June 30, 1998). 10.13 Promissory Note 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 Quarterly report on Form 10-Q for the quarter ended June 30, 1999). 10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2000. 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. 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: August 15, 2000 By /s/ DOUGLAS P. WIETEN -------------------------------- Douglas P. Wieten Vice President-Finance, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) Date: August 15, 2000 11
BIOANALYTICAL SYSTEMS, INC. FORM 10-Q INDEX TO EXHIBITS Number Assigned in Regulation S-K Item 601 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 Quarterly report on Form 10-Q for the quarter ended December 31, 1997, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Quarterly report on Form 10-Q for the quarter ended December 31, 1997, 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 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). 10.7 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). 10.8 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). 10.9 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). 12 10.10 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated April 1, 2000. 10.11 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 on Form 10-Q for the quarter ended June 30, 1998). 10.12 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 on Form 10-Q for the quarter ended June 30, 1998). 10.13 Promissory Note by and between Bioanalytical Systems, Inc. and Bank One, Indiana, NA, dated June 24, 1999 related to loan in the amount of $3,500,000 (Incorporated by reference to Exhibit 10.18 to Quarterly report on Form 10-Q for the quarter ended June 30,1999). 10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2000. (11) 11.1 Statement Regarding Computation of Per Share Earnings. (15) No Exhibit (18) No Exhibit (19) No Exhibit (22) No Exhibit (23) No Exhibit (24) No Exhibit (27) Financial Data Schedule (99) No Exhibit 13