-----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, Fe/lZK5nFP35FiCtBN0EUf0NITtFZHbvveN7TSsw4r+ehoLHp1nufe0X62BCrv+L Z1mYmpxAqGQxwQxnZRhV+w== 0000927946-06-000135.txt : 20060829 0000927946-06-000135.hdr.sgml : 20060829 20060829164350 ACCESSION NUMBER: 0000927946-06-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060823 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060829 DATE AS OF CHANGE: 20060829 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: 061063005 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. 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 23, 2006

 

 

 

BIOANALYTICAL SYSTEMS, INC.

 

 

(Exact name of registrant as specified in its charter)

 

 

Indiana

 

0-23357

 

35-1345024

(State or other jurisdiction of incorporation or organization)

 

(Commission File Number)

 

(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 14, 2005, Bioanalytical Systems, Inc. (the "Company") issued a press release announcing results for the third quarter ended June 30, 2006 and the nine months ended June 30, 2006. The full text of the press release is furnished as exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

On August 29, 2006, the Company issued a new press release announcing revised financial results for the three and nine months ended June 30, 2006. The revision was necessary as a result of adjustments made in connection with the completion of the review of the Company's financial statements by the Company's independent accountant, which resulted in changes in the reported impairment of Company assets and changes to tax benefits as a result of these changes. The Company recorded an amended impairment loss of $1.1 million and a related tax benefit of $385,000, compared to an originally reported impairment loss $968,000 with tax benefit of $251,000. Revised net loss for the quarter was $1,756,000 (loss of $0.36 per share) compared to previously announced net loss of $1,675,000 (loss of $0.34 per share), an increase of $81,000. For the nine months ended June 30, 2006, results of operations were revised to a loss of $1,934,000 (loss of $0.40 per share) from a loss of $1,853,000 ($0.38 per share). All other reported operating results remained the same. 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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The Company received a Nasdaq Staff Determination on August 23, 2006 indicating that the Company failed to comply with filing requirements for continued listing set forth in Marketplace Rule 4310(c)(14) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 (the "Form 10-Q"), and that the Company's securities were subject to delisting as a result. The Company's independent accountant has completed its review of the Form 10-Q, and the Company has filed an amended form 10-Q reflecting the completion of the independent accountant's review. The Company believes it is now in compliance with Nasdaq requirements and is awaiting confirmation from Nasdaq.

Item 9.01    Financial Statements and Exhibits.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Exhibits

 

99.1

Bioanalytical Systems, Inc. press release issued August 14, 2006 (furnished via incorporation by reference to Exhibit 99.2 to Form 8-K filed August 16, 2006).

 

99.2

Bioanalytical Systems, Inc. press release, issued August 29, 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 29, 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. press release issued August 14, 2006 (incorporated by reference to Exhibit 99.2 to Form 8-K filed August 16, 2006).

 

99.2

Bioanalytical Systems, Inc. press release, issued August 29, 2006.

 

 

 

 

 

EX-99 2 pressrelease.htm EXHIBIT 99.2

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


Bioanalytical Systems, Inc. Revises Impairment Loss, Files amended 10Q for Third Quarter Fiscal 2006,
and Receives Notice of Delisting from Nasdaq

 

WEST LAFAYETTE, Ind., August 29, 2006 — Bioanalytical Systems, Inc. (Nasdaq:BASI) today reported that it had revised its estimate of its impairment loss on its clinical research unit and filed an amended quarterly report on Form 10-Q reflecting adjustments made in connection with the completion of the review of the Company's financial statements by the Company's independent accountant.

 

The Company recorded an amended impairment loss of $1.1 million and a related tax benefit of $385,000, compared to an originally reported impairment loss of $968,000 with a tax benefit of $251,000. Net loss for the quarter was revised to $1,756,000 ($0.36 per share) from $1,675,000 ($0.34 per share). The loss for the nine months ended June 30, 2006 was revised to $1,934,000 ($0.40 per share) from $1,853,000 ($0.38 per share). All other reported operating results remained the same.

The Company also announced that it had received a Nasdaq Staff Determination letter on August 23, 2006 indicating that the Company failed to comply with filing requirements for continued listing set forth in Marketplace Rule 4310(c)(14) because it had not timely filed its quarterly report on Form 10-Q for the period ended June 30, 2006 in accordance with SEC and NASDAQ requirements, and that the Company's securities were subject to delisting as a result. The Company announced that it had today filed a revised 10-Q in connection with the completion of its independent accountant's review. The Company believes it is now in compliance with Nasdaq requirements and is awaiting confirmation from Nasdaq.

A revised statement of operations for the three and nine months ended June 30, 2006 is attached.

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

 

 

3,966

 

 

3,115

 

 

 

 

9,737

 

 

7,781

 

Total operating expenses

 

 

4,941

 

 

4,094

 

 

 

 

12,763

 

 

10,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

(2,411

)

 

932

 

 

 

 

(2,155

)

 

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

 

 

(2,681

)

 

796

 

 

 

 

(2,929

)

 

163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

(925

)

 

(440

)

 

 

 

(995

)

 

(300

)

Net income (loss)

 

$

(1,756

)

$

356

 

 

 

$

(1,934

)

$

(137

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.36

)

$

0.07

 

 

 

$

(0.40

)

$

(0.03

)

Diluted

 

$

(0.36

)

$

0.07

 

 

 

$

(0.40

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted common and common equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,892

 

 

4,871

 

 

 

 

4,879

 

 

4,870

 

Diluted

 

 

4,892

 

 

5,020

 

 

 

 

4,879

 

 

4,870

 

 

 

 

 

 

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