-----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, BVT6ZWhalWDq8uf0qMtvyhtn343ZE5h6qTXqXR3mlI4l/DrFOFa0ZwycZ3/yAhhl w6HN/PZcDRNwiXf6elpGWg== 0000927946-06-000123.txt : 20060816 0000927946-06-000123.hdr.sgml : 20060816 20060816162257 ACCESSION NUMBER: 0000927946-06-000123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060811 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060816 DATE AS OF CHANGE: 20060816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOANALYTICAL SYSTEMS INC CENTRAL INDEX KEY: 0000720154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 351345024 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23357 FILM NUMBER: 061038477 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 8-K 1 bas8k.htm BIOANALYTICAL SYSTEMS, INC. FORM 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 11, 2006

 

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Indiana

(State or other jurisdiction of incorporation or organization)

0-23357  

(Commission File Number)

35-1345024

(I.R.S. Employer Identification No.)

 

 

 

2701 KENT AVENUE

WEST LAFAYETTE, INDIANA

 

47906-1382

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (765) 463-4527

 

 

 

 

The information provided in Item 2.02 and Item 9.01 of this Form 8-K is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 9.01 of this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 2.02.        Results of Operations and Financial Condition.

 

On August 11, 2006, a draft press release announcing the results for Bioanalytical Systems, Inc. (the "Company") for the third quarter of fiscal year 2006 was inadvertently released by a wire service to some media without the Company's authorization. A copy of this press release is attached as Exhibit 99.1 to this report.

On August 14, 2006, the Company issued a final press release announcing results for the third quarter of fiscal year 2006. This press release replaces the former press release in its entirety. In addition to making textual corrections, the August 14, 2006 press release changes the "Income taxes" item for the three months ended June 30, 2006 from $(928,000) to $(874,000) and for the nine months ended June 30, 2006 from $(998,000) to $(944,000), changes the net loss for the three months ended June 30, 2006 from $(1,621,000) to $(1,675,000), or from $(0.33) to $(0.34) per share (both basic and diluted), and changes the net loss for the nine months ended June 30, 2006 from $(1,799,000) to $(1,853,000), or from $(0.37) to $(0.38) per share (both basic and diluted). Conforming changes were made in the body of the press release. The full text of the press release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

(a)        Not applicable.

(b)        Not applicable.

(c)        Exhibits

            99.1      Bioanalytical Systems, Inc. draft press release, inadvertently released August 11, 2006.

            99.2      Bioanalytical Systems, Inc. press release, issued August 14, 2006.

 

 

 

 

 

 

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 hereunto duly authorized.

 

 

 

Bioanalytical Systems, Inc.

 

 

 

 

 

 

Date: August 16, 2006

By:  /s/ Michael R. Cox


Michael R. Cox
Vice President, Finance and Chief Financial Officer

 

 

 

 

Exhibit Index

 

Exhibit No.

Description

 

   99.1

Bioanalytical Systems, Inc. draft press release, inadvertently released August 11, 2006.

 

   99.2

Bioanalytical Systems, Inc. press release, issued August 14, 2006.

 

 

 

 

 

EX-99 2 exhibit991.htm EXHIBIT 99.1 - PRESS RELEASE DATED 8/11/2006

FOR MORE INFORMATION:  Michael R. Cox
Phone 765.497.5829
mcox@bioanalytical.com

Bioanalytical Systems, Inc. Reports Loss for Third Quarter Fiscal 2006, Write-off of Assets

 

WEST LAFAYETTE, Ind., August 11, 2006 — Bioanalytical Systems, Inc. (Nasdaq:BASI) today reported financial results for its third fiscal quarter and nine months ended June 30, 2006.

 

Revenue for the third fiscal quarter of 2006 declined 11% to $10.0 million compared to $11.3 million for the third fiscal quarter of the prior year. Net loss for the third fiscal quarter of 2006 was $(1,621,000), or $(0.33) per share, versus a net income of $356,000, or $0.07 per diluted share, for the third fiscal quarter of 2005. The decrease in revenues were the result of a $1.1 million decrease (12%) in service revenues, the largest contributors being a $1.7 million decrease in revenues in our Baltimore clinic, a $1 million decrease in bioanalytical laboratory revenues, offset by increases in toxicology and pre-clinical services. Sales of the Company’s lines of equipment were down 5% to $2.1 million from $2.2 million in the prior year.

Cost of revenue for the third fiscal quarter was $7.5 million, or 75% of revenue, compared to $6.3 million, or 56% of revenue, in the same period last year. This decline in margin was the result of lower utilization of the Company’s services capacity where costs are relatively fixed, compared to the comparable quarter in the prior year, especially in the Baltimore clinic.

 

The Baltimore clinic has been negatively impacted by the acquisition of a major customer by a generic drug company with existing clinical providers, with the subsequent cancellation of previously scheduled trials. We had previously relocated laboratory services performed in Baltimore to our other laboratory locations. As a result of continuing losses and the loss of a major customer, the Company has determined that there has been a permanent impairment of the value of intangible assets remaining from the acquisition of that facility, and has taken a charge against earnings of $968,000 in the three months ended June 30, 2006 to write off those assets. Including that charge, the clinic had a pre-tax loss of $2.3 million in the quarter.

 

Including the above write off, operating expenses were $4.8 million for the quarter, an increase of $700,000 over the third quarter of fiscal 2005.

 

Revenue for the nine months ended June 30, 2006 increased 7% to $32.3 million, compared to $30.1 million for the similar period of the prior year. The net loss for the nine months was $(1,799,000), or $(0.37) per share, versus a net loss of $(137,000), or $(0.03) per share, for the first nine months of fiscal 2005. The increase in revenues was the result of a 7% increase in service revenues and a 8% increase in product revenues.

Cost of revenue for the current nine months was $21.7 million, or 67% of revenue, compared to $18.9 million, or 63% of revenue, in the same period last year. The lower margin experienced year-to-date is the result of lower utilization of laboratory and clinical capacity in the current quarter.

 

The increase in operating expenses of $2.3 million to $12.6 million for the nine months was the result of the same factors cited in the current quarter.

 

Peter T. Kissinger, Chairman and CEO said, “Our third fiscal quarter and nine months ended June 30, 2006 were very disappointing to us. We have experienced setbacks in our efforts to integrate and strengthen our Baltimore clinical unit acquired in 2003, and we concluded that our investment in the intangibles related to that acquisition are not recoverable in the foreseeable future. The cancellation of key contracts of an important client due to its acquisition was unanticipated. Replacing that lost business could not be quickly achieved. Including the write-off, our losses through nine months on that operation were $2.9 million pre-tax, which exceeds our consolidated loss. We are exploring options to mitigate the negative effect of those operations on our overall results.”

 

 

 

 

Bioanalytical Systems, Inc. is a pharmaceutical development company providing contract research services and monitoring instruments to the world’s leading drug development companies. BASi focuses on developing innovative services and products that increase efficiency and reduce costs associated with taking new drugs to market. Visit www.bioanalytical.com for more about BASi.

 

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to the development of products and services, changes in technology, industry standards and regulatory standards, and various market and operating risks detailed in the company’s filings with the Securities and Exchange Commission.

 

PLEASE SEE FOLLOWING PAGE FOR CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Bioanalytical Systems, Inc.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

Three Months Ended
June 30,

 

 

 

Nine Months Ended
June 30,

 

 

 

 

2006

 

 

2005

 

 

 

 

2006

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

$

7,956

 

$

9,078

 

 

 

$

25,548

 

$

23,910

 

Product revenue

 

 

2,082

 

 

2,226

 

 

 

 

6,751

 

 

6,226

 

Total revenue

 

 

10,038

 

 

11,304

 

 

 

 

32,299

 

 

30,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

6,343

 

 

5,434

 

 

 

 

18,965

 

 

16,570

 

Cost of product revenue

 

 

1,165

 

 

844

 

 

 

 

2,725

 

 

2,352

 

Total cost of revenue

 

 

7,508

 

 

6,278

 

 

 

 

21,690

 

 

18,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

2,530

 

 

5,026

 

 

 

 

10,609

 

 

11,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

625

 

 

718

 

 

 

 

2,038

 

 

1,919

 

Research and development

 

 

350

 

 

261

 

 

 

 

989

 

 

653

 

General and administrative

 

 

3,834

 

 

3,115

 

 

 

 

9,605

 

 

7,781

 

Total operating expenses

 

 

4,809

 

 

4,094

 

 

 

 

12,632

 

 

10,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

(2,279

)

 

932

 

 

 

 

(2,023

)

 

861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2

 

 

2

 

 

 

 

6

 

 

7

 

Interest expense

 

 

(272

)

 

(250

)

 

 

 

(780

)

 

(782

)

Other income

 

 

 

 

78

 

 

 

 

 

 

56

 

Gain on sale of property and equipment

 

 

 

 

34

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(2,549

)

 

796

 

 

 

 

(2,797

)

 

163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

(928

)

 

(440

)

 

 

 

(998

)

 

(300

)

Net income (loss)

 

$

(1,621

)

$

356

 

 

 

$

(1,799

)

$

(137

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.33

)

$

0.07

 

 

 

$

(0.37

)

$

(0.03

)

Diluted

 

$

(0.33

)

$

0.07

 

 

 

$

(0.37

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted common and common equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4892

 

 

4,871

 

 

 

 

4,879

 

 

4,870

 

Diluted

 

 

4892

 

 

5,020

 

 

 

 

4,879

 

 

4,870

 

 

 

 

 

 

EX-99 3 pressrelease.htm EXHIBIT 99.2 - PRESS RELEASE DATED 08/14/2006

FOR MORE INFORMATION:  Michael R. Cox
Phone 765.497.5829
mcox@bioanalytical.com



Bioanalytical Systems, Inc. Reports Loss for Third Quarter Fiscal 2006, Write-off of Assets

 

WEST LAFAYETTE, Ind., August 14, 2006 — Bioanalytical Systems, Inc. (Nasdaq:BASI) today reported financial results for its third fiscal quarter and nine months ended June 30, 2006.

 

Revenue for the third fiscal quarter of 2006 declined 11% to $10.0 million compared to $11.3 million for the third fiscal quarter of the prior year. Net loss for the third fiscal quarter of 2006 was $(1,675,000), or $(0.34) per share, versus a net income of $356,000, or $0.07 per diluted share, for the third fiscal quarter of 2005. The decrease in revenues was the result of a $1.1 million decrease (12%) in service revenues, the largest contributors being a $1.7 million decrease in revenues at the Baltimore clinical operation, a $1 million decrease in bioanalytical laboratory revenues, offset by increases in toxicology and preclinical services. Sales of the Company’s lines of equipment were down 5% to $2.1 million from $2.2 million in the prior year.

Cost of revenue for the third fiscal quarter was $7.5 million, or 75% of revenue, compared to $6.3 million, or 56% of revenue, in the same period last year. This decline in margin was the result of lower utilization of the Company’s services capacity where costs are relatively fixed, compared to the comparable quarter in the prior year, especially at the Baltimore site.

 

The Baltimore clinical operation has been negatively impacted by acquisition of a major customer by a generic drug company with existing clinical providers, with the subsequent cancellation of previously scheduled trials. Analytical services performed in Baltimore had previously been relocated to other BASi laboratory sites. As a result of continuing losses and the loss of a major customer, the Company has determined that there has been a permanent impairment of the value of intangible assets remaining from the acquisition of that facility, and has taken a charge against earnings of $968,000 in the three months ended June 30, 2006 to write off those assets. Including that charge, the clinic had a pre-tax loss of $2.3 million in the quarter.

 

Including the above write-off, operating expenses were $4.8 million for the quarter, an increase of $700,000 over the third quarter of fiscal 2005.

 

Revenue for the nine months ended June 30, 2006 increased 7% to $32.3 million, compared to $30.1 million for the similar period of the prior year. The net loss for the nine months was $(1,853,000), or $(0.38) per share, versus a net loss of $(137,000), or $(0.03) per share, for the first nine months of fiscal 2005. The increase in revenues was the result of a 7% increase in service revenues and an 8% increase in product revenues.

Cost of revenue for the current nine months was $21.7 million, or 67% of revenue, compared to $18.9 million, or 63% of revenue, in the same period last year. The lower margin experienced year-to-date is the result of lower utilization of laboratory and clinical capacity in the current quarter.

 

The increase in operating expenses of $2.3 million to $12.6 million for the nine months was the result of the same factors cited in the current quarter.

 

 

 

 

Peter T. Kissinger, Chairman and CEO said, “Our third fiscal quarter and nine months ended June 30, 2006 were very disappointing to us. We have experienced setbacks in our efforts to integrate and strengthen the Baltimore clinical unit acquired in 2003, and we concluded that our investment in the intangibles related to that acquisition are not recoverable in the foreseeable future. The cancellation of key contracts of an important client due to its acquisition was unanticipated. Replacing that lost business could not be quickly achieved. Including the write-off, our losses through nine months on that operation were $2.9 million pre-tax, which exceeds our consolidated loss. We are exploring options to mitigate the negative effect of those operations on our overall results.”

 

Bioanalytical Systems, Inc. is a pharmaceutical development company providing contract research services and monitoring instruments to the world’s leading drug development companies. BASi focuses on developing innovative services and products that increase efficiency and reduce costs associated with taking new drugs to market. Visit www.bioanalytical.com for more about BASi.

 

NOTE: A draft of this release was released in error to some media by a wire service on Friday, August 11, 2006. This document replaces that release in its entirety.

 

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to the development of products and services, changes in technology, industry standards and regulatory standards, and various market and operating risks detailed in the company’s filings with the Securities and Exchange Commission.

 

 

 

 

 

Bioanalytical Systems, Inc.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

Three Months Ended
June 30,

 

 

 

Nine Months Ended
June 30,

 

 

 

 

2006

 

 

2005

 

 

 

 

2006

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

$

7,956

 

$

9,078

 

 

 

$

25,548

 

$

23,910

 

Product revenue

 

 

2,082

 

 

2,226

 

 

 

 

6,751

 

 

6,226

 

Total revenue

 

 

10,038

 

 

11,304

 

 

 

 

32,299

 

 

30,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

6,343

 

 

5,434

 

 

 

 

18,965

 

 

16,570

 

Cost of product revenue

 

 

1,165

 

 

844

 

 

 

 

2,725

 

 

2,352

 

Total cost of revenue

 

 

7,508

 

 

6,278

 

 

 

 

21,690

 

 

18,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

2,530

 

 

5,026

 

 

 

 

10,609

 

 

11,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

625

 

 

718

 

 

 

 

2,038

 

 

1,919

 

Research and development

 

 

350

 

 

261

 

 

 

 

989

 

 

653

 

General and administrative

 

 

3,834

 

 

3,115

 

 

 

 

9,605

 

 

7,781

 

Total operating expenses

 

 

4,809

 

 

4,094

 

 

 

 

12,632

 

 

10,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

(2,279

)

 

932

 

 

 

 

(2,023

)

 

861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2

 

 

2

 

 

 

 

6

 

 

7

 

Interest expense

 

 

(272

)

 

(250

)

 

 

 

(780

)

 

(782

)

Other income

 

 

 

 

78

 

 

 

 

 

 

56

 

Gain on sale of property and equipment

 

 

 

 

34

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(2,549

)

 

796

 

 

 

 

(2,797

)

 

163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

(874

)

 

(440

)

 

 

 

(944

)

 

(300

)

Net income (loss)

 

$

(1,675

)

$

356

 

 

 

$

(1,853

)

$

(137

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.34

)

$

0.07

 

 

 

$

(0.38

)

$

(0.03

)

Diluted

 

$

(0.34

)

$

0.07

 

 

 

$

(0.38

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted common and common equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4892

 

 

4,871

 

 

 

 

4,879

 

 

4,870

 

Diluted

 

 

4892

 

 

5,020

 

 

 

 

4,879

 

 

4,870

 

 

 

 

 

 

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