-----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, F5I3s012B4TZDHyk20DjwBVDASBcj+85QAe9cqpjZSEyDszWWMOI+ybS3XD1A1jG i4c2+XjQg5qsw3AreZVhvw== 0000927946-01-500067.txt : 20010810 0000927946-01-500067.hdr.sgml : 20010810 ACCESSION NUMBER: 0000927946-01-500067 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010809 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: 1934 Act SEC FILE NUMBER: 000-23357 FILM NUMBER: 1702854 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 form10q.txt BAS FORM 10Q 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, 2001 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 0-23357 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 Identification No.) incorporation or organization) 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 June 30, 2001, 4,564,277 Common Shares of the registrant were outstanding. PAGE NUMBER PART I FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited): Consolidated Balance Sheets as of June 30, 2001 and September 30, 2000 2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2001 and 2000 4 Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2001 and 2000 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 Quantitative and Qualitative Disclosures About Market Risk 10 PART II OTHER INFORMATION Item 1 Legal Proceedings 10 Item 6 Exhibits and Reports on Form 8-K 10 SIGNATURES 12 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
June 30, September 30, 2001 2000 (Unaudited) (Note) ----------- ------ ASSETS Current Assets: Cash and cash equivalents $ 400 $ 477 Accounts receivable, net 3,466 3,128 Inventories 2,428 2,235 Other current assets 108 56 Refundable income taxes 48 313 Deferred income taxes 411 411 -------- -------- Total current assets 6,861 6,620 Property and equipment: Land and improvements 496 496 Buildings and improvements 13,525 13,340 Machinery and equipment 10,220 9,536 Office furniture and fixtures 1,079 1,072 Construction in process 20 7 -------- -------- Total property and equipment 25,340 24,451 Less accumulated depreciation (6,721) (5,538) -------- -------- Net property & equipment 18,619 18,913 Goodwill, less accumulated amortization of $260 and $213 943 990 Other assets 236 139 -------- -------- Total Assets $ 26,659 $ 26,662 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,747 $ 1,398 Income taxes payable --- 2 Accrued expenses 557 619 Customer advances 996 929 Revolving line of credit 615 2,267 Current portion of capital lease obligation 240 240 Current portion of long-term debt 233 234 -------- -------- Total current liabilities 4,388 5,689 Capital lease obligation, less current portion 485 663 Long-term debt, less current portion 2,800 2,975 Deferred income taxes 1,608 1,273 Shareholders equity: Preferred Shares: 1,000,000 shares authorized; no shares issued and outstanding --- --- Common Shares: 19,000,000 shares authorized; 4,564,277 and 4,562,645 shares issued and outstanding 1,011 1,011 Additional paid-in capital 10,499 10,496 Retained earnings 5,870 4,578 Accumulated other comprehensive loss (2) (23) -------- -------- Total shareholders' equity 17,378 16,062 -------- -------- Total liabilities and shareholders' equity $ 26,659 $ 26,662 ======== ======== 2 The balance sheet at September 30, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States 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 June 30, Ended June 30, Ended June 30, Ended June 30, 2001 2000 2001 2000 ---- ---- ---- ---- Services revenue $ 3,693 $ 2,528 $ 11,056 $ 7,910 Product revenue 2,707 2,924 7,612 6,077 ---------- ---------- --------- --------- Total revenue 6,400 5,452 18,668 13,987 Cost of services revenue 2,414 2,278 7,167 6,862 Cost of product revenue 886 1,013 2,507 2,157 ---------- ---------- --------- --------- Total cost of revenue 3,300 3,291 9,674 9,019 Gross profit 3,100 2,161 8,994 4,968 Operating expenses: Selling 817 1,009 2,505 2,539 Research and development 390 471 1,201 1,367 General and administrative 925 769 2,710 2,147 ---------- ---------- --------- --------- Total operating expenses 2,132 2,249 6,416 6,053 Operating income (loss) 968 (88) 2,578 (1,085) Interest income 2 8 5 21 Interest expense (89) (135) (361) (377) Other income 10 2 15 15 Gain (loss) on sale of property and equipment 5 (1) 5 (17) ---------- ---------- --------- --------- Income (loss) before income taxes 896 (214) 2,242 (1,443) Income taxes (benefit) 381 (75) 950 (505) ---------- ---------- --------- --------- Net income (loss) $ 515 $ (139) $ 1,292 $ (938) ========== ========== ========= ========= Basic net income (loss) per common share $ .11 $ (.03) $ .28 $ (.21) Diluted net income (loss) per common and common equivalent share $ .11 $ (.03) $ .28 $ (.21) Basic weighted average common shares outstanding 4,563,547 4,562,645 4,563,395 4,546,203 Diluted weighted average common and common equivalent shares outstanding 4,601,040 4,562,645 4,589,095 4,546,203 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, 2001 June 30, 2000 ------------- ------------- Operating activities: Net income (loss) $ 1,292 $ (938) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 1,230 893 Loss (gain) on sale of property and equipment (5) 17 Deferred income taxes 335 (581) Changes in operating assets and liabilities: Accounts receivable (338) 1,036 Inventories (193) (283) Refundable income taxes 265 ------- Other assets (149) 63 Accounts payable 349 (748) Income taxes payable (2) (38) Accrued expenses and customer advances 5 (159) ------- ------- Net cash provided (used) by operating activities 2,789 (738) Investing activities: Capital expenditures (884) (753) Payments for purchase of net assets of TPS, Inc. net of cash acquired --- (446) ------- ------- Net cash used by investing activities (884) (1,199) Financing activities: Payments of long-term debt (354) (792) Borrowings on line of credit 1,213 2,201 Payments on line of credit (2,865) (733) Net proceeds from the exercise of stock options 3 25 ------- ------- Net cash provided (used) by financing activities (2,003) 701 Effects of exchange rate changes 21 (12) ------- ------- Net decrease in cash and cash equivalents (77) (1,248) Cash and cash equivalents at beginning of period 477 1,924 ------- Cash and cash equivalents at end of period $ 400 $ 676 ======= ======= 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 supporting drug development with products and research services supplied globally to pharmaceutical and biotechnology firms and research institutes. The Company provides productivity tools, software and services required to obtain numerical data supporting new drug and medical device applications. Company personnel have special expertise for research on central nervous system diseases, diabetes, in vivo sampling devices, veterinary instrumentation and biosensors. Antidepressants, antipsychotics, chemotherapeutics, antihypertensives, antibiotics and antivirals are among the drug programs in which the Company has participated. (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, 2000. In the opinion of management, the consolidated financial statements for the three month periods and the nine month periods ended June 30, 2001 and 2000 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, 2001 are not necessarily indicative of the results for the year ending September 30, 2001. (3) INVENTORIES
Inventories consisted of (in thousands): June 30, 2001 September 30, 2000 ------------- ------------------ Raw materials $ 1,207 $ 1,288 Work in progress 369 375 Finished goods 952 672 ------- ------- 2,528 2,335 LIFO reserve (100) (100) ------- ------- $ 2,428 $ 2,235 ======= =======
(4) DEBT The Company has a working capital line of credit, which expires April 1, 2002 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 (6.50% at June 30, 2001). The line is collateralized by inventories and accounts receivable and requires the Company to maintain certain financial ratios. There was $614,638 outstanding on this line of credit at June 30, 2001. The interest accrues monthly on the outstanding balance at the bank's prime rate minus 25 to plus 75 basis points or at the London Interbank Offered Rate (LIBOR) plus 200 to 300 basis points depending upon certain financial ratios. 6 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 5.75% at June 30, 2001). (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 infringed U.S. Patent No. 4,694,832. During the quarter ended December 31, 2000, the Company settled this case for an immaterial amount. (6) SEGMENT INFORMATION The Company operates in two principal segments - analytical services and products. The Company's analytical services unit provides chemistry support on a contract basis directly to pharmaceutical companies. The Company's products unit provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. The Company evaluates performance and allocates resources based on these segments.
Three Months Three Months Nine Months Nine Months Operating Income (Loss) Ended Ended Ended Ended (In thousands) June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000 ------------- ------------- ------------- ------------- Services $ 547 $ (321) $ 1,828 $ (444) Products 421 409 750 (641) ------- ------ ------- -------- Total operating income (loss) 968 (88) 2,578 (1,085) Corporate income (expenses) (72) 126) (336) (358) ------- ------ ------- -------- Income (loss) before income taxes $ 896 $ (214) $ 2,242 $ (1,443) ======= ====== ======= ========
(7) NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000 (October 1, 2000 for the Company). SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Currently, the Company does not use derivatives. In June 2001, the FASB issued Statements of Financial Accounting Standards No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets", effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal year 2003 (with early adoption permitted in fiscal year 2002). Application of the nonamortization provisions of the Statement is expected to result in an increase in net income of $77,000 ($.02 per share) per year. The Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets as of October 1 of the year of adoption of the Statements and has not yet determined what the effect of these tests will be on the earnings and financial position of the Company. 7 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, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000 Total revenue for the three months ended June 30, 2001 increased 17.4% to $6.4 million from $5.5 million for the three months ended June 30, 2000. The net increase of $900,000 was primarily due to increased revenue from services, which increased to $3.7 million in the three months ended June 30, 2001 from $2.5 million for the three months ended June 30, 2000. This was primarily due to additional bioanalytical, preclinical and pharmaceutical contracts. Total cost of revenue for the three months ended June 30, 2001 was unchanged at $3.3 million when compared to the three months ended June 30, 2000. Cost of services revenue decreased to 65.4% of services revenue for the three months ended June 30, 2001 from 90.1% of services revenue for the three months ended June 30, 2000 primarily due to an increase in bioanalytical, preclinical and pharmaceutical revenue. Cost of product revenue decreased to 32.7% of product revenue for the three months ended June 30, 2001 from 34.6% of product revenue for the three months ended June 30, 2000, primarily due to a change in product mix. Selling expenses for the three months ended June 30, 2001 decreased 19.0% to $817,000 from $1,009,000 for the three months ended June 30, 2000 primarily due to decreased distributors commissions. Research and development expenses for the three months ended June 30, 2001 decreased 17.2% to $390,000 from $471,000 for the three months ended June 30, 2000 primarily due to increased grant reimbursements. General and administrative expenses for the three months ended June 30, 2001 increased 20.3% to $925,000 from $769,000 for the three months ended June 30, 2000, primarily from increased administrative staffing in the preclinical services unit. Other expense, net, decreased 42.9% to $72,000 in the three months ended June 30, 2001, as compared to other expense of $126,000 in the three months ended June 30, 2000, primarily as a result of decreased interest expense due to the decrease in the outstanding balance under the revolving line of credit. 8 The Company's effective tax rate for the three months ended June 30, 2001 was 42.5% as compared to 35.0% for the three months ended June 30, 2000 primarily due to nondeductible foreign losses. NINE MONTHS ENDED JUNE 30, 2001 COMPARED WITH NINE MONTHS ENDED JUNE 30, 2000 Total revenue for the nine months ended June 30, 2001 increased 33.5% to $18.7 million from $14.0 million for the nine months ended June 30, 2000. The net increase of $4.7 million was primarily due to increased revenue from services, which increased to $11.0 million in the nine months ended June 30, 2001 from $8.0 million for the nine months ended June 30, 2000 as a result of the increase in bioanalytical, preclinical and pharmaceutical contracts. Product revenue increased to $7.6 million for the nine months ended June 30, 2001 from $6.1 million for the nine months ended June 30, 2000, primarily due to increased revenue from the sale of Culex automated blood sampling devices and related products, animal monitoring related products and the epsilon family of products. Total cost of revenue for the nine months ended June 30, 2001 increased 7.3% to $9.7 million from $9.0 million for the nine months ended June 30, 2000. This increase of $700,000 was primarily due to the additional cost of product revenue due to the increase in product revenue. Cost of services revenue decreased to 64.8% of services revenue for the nine months ended June 30, 2001 from 86.8% of services revenue for the nine months ended June 30, 2000 primarily due to an increase in bioanalytical, preclinical and pharmaceutical contracts. Cost of product revenue decreased to 32.9% of product revenue for the nine months ended June 30, 2001 from 35.5% of product revenue for the nine months ended June 30, 2000, primarily due to a change in product mix. Selling expenses for the nine months ended June 30, 2001 decreased 1.3% to $2,505,000 from $2,539,000 for the nine months ended June 30, 2000 primarily due to decreased distributors commissions. Research and development expenses for the nine months ended June 30, 2001 decreased 12.1% to $1,201,000 from $1,367,000 for the nine months ended June 30, 2000 primarily due to the increase in grant reimbursements. General and administrative expenses for the nine months ended June 30, 2001 increased 26.2% to $2,710,000 from $2,147,000 for the nine months ended June 30, 2000, primarily from increased administrative staffing in the preclinical services unit. Other expense, net, was $336,000 in the nine months ended June 30, 2001, as compared to $358,000 in the nine months ended June 30, 2000 as a result of a decrease in interest expense due to the decrease in the outstanding balance under the revolving line of credit. The Company's effective tax rate for the nine months ended June 30, 2001 was 42.4% as compared to 35.0% for the nine months ended June 30, 2000, primarily due to nondeductible foreign losses. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2001, the Company had cash and cash equivalents of $400,000 compared to cash and cash equivalents of $477,000 at September 30, 2000. The decrease in cash resulted primarily from the Company's financing activities. The Company's net cash provided (used) by operating activities was $2,789,000 for the nine months ended June 30, 2001 as compared to $ (738,000) for the first nine months of fiscal 2000. The positive cash flow from operations during the nine months ended June 30, 2001 was partially the result of a net income of $1,292,000. The most significant increase in operating liabilities related to accounts payable, which increased $349,000 to $1,747,000 at June 30, 2001. Cash used by investing activities was $884,000 for the nine months ended June 30, 2001 as compared to $1,199,000 for the nine months ended June 30, 2000, primarily due to the acquisition of T.P.S., Inc. in the nine months ended June 30, 2000. Cash used by financing activities for the nine months ended June 30, 2001 was $2,003,000 primarily due to the decrease of the revolving line of credit balance. 9 Total expenditures by the Company for property and equipment were $884,000 and $753,000 for the nine months ended June 30, 2001 and 2000, 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 currently has no firm commitments for capital expenditures. The Company 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 line 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, 2002 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 (6.50 % at June 30, 2001). The line is collateralized by inventories and accounts receivable and requires the Company to maintain certain financial ratios. There was $614,638 outstanding on this line of credit at June 30, 2001. The interest accrues monthly on the outstanding balance at the bank's prime rate minus 25 to plus 75 basis points or at the London Interbank Offered Rate (LIBOR) plus 200 to 300 basis points depending on certain financial ratios. 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 (5.75% at June 30, 2001). 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. As reported in the Company's 10-Q for the quarter ended December 30, 2000, the Company settled this case during that quarter for an immaterial amount. 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). 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). 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 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, 2001. 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 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 Form 10-Q for the quarter ended March 31, 1998). 10.13 Promissory Note by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., 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). 10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2001. 11.1 Statement Regarding Computation of Per Share Earnings. (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: August 9, 2001 By /s/ DOUGLAS P. WIETEN - ---------------------------------------- Douglas P. Wieten Vice President-Finance, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) Date: August 9, 2001 12 EX-11 2 exhibit11-1.txt EXHIBIT 11.1 FOR BAS
Exhibit 11.1 - Statement Regarding Computation of Per share Earnings (Unaudited) (in thousands except per share data) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000 -------------- -------------- -------------- ------------- Basic Average Common Shares outstanding 4,564 4,563 4,564 4,546 Net income (loss) $ 515 $ (139) $ 1,292 $ (938) Per share amount $ .11 $ (.03) $ .28 $ (.21) Diluted Average Common Shares outstanding 4,564 4,563 4,564 4,546 Net effect of dilutive stock options based on the Treasury stock method using the average market price 37 --- 25 --- Total 4,601 4,563 4,589 4,546 Net income (loss) $ 515 $ (139) $ 1,292 $ (938) Per share amount $ .11 $ (.03) $ .28 $ (.21)
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