-----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, Rt3xMujt5IwLqrcrnbgpbQKVHXpn/PwlSkV6G2WWrLcqHYbD8rQuO1koHePyTMTt zcClZqdIbX2+ifbIKO0hSA== 0000927946-98-000068.txt : 19980817 0000927946-98-000068.hdr.sgml : 19980817 ACCESSION NUMBER: 0000927946-98-000068 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOANALYTICAL SYSTEMS INC CENTRAL INDEX KEY: 0000720154 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 351345024 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23357 FILM NUMBER: 98689416 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 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, 1998 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 executiveoffices) (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 shorterperiod 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, 1998, 4,490,805 Common Shares of the registrant were outstanding.
PAGE NUMBER ------ PART I FINANCIAL INFORMATION Item 1 - FinancialStatements (Unaudited): Consolidated Balance Sheets as of September 30, 1997 and 4 June 30, 1998 Consolidated Statements of Income for the Three Months 7 and NineMonths ended June 30, 1997 and 1998 Consolidated Statements of Cash Flows for the Nine 9 Months Ended June 30, 1997 and 1998 Notes to Consolidated Financial Statements 12 Item 2 - Management's Discussion 12 and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION 15 Item 1 - Legal Proceedings 15 Item 2 - Changes in Securities and 15 Use of Proceeds Item 4 - Submission of Matters to a 16 Vote of Security Holders Item 6 - Exhibits and Reports on Form 8-K 16 SIGNATURES 19 - ----------------------------------------- ------
PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) September 30, June 30, 1997 1998 (Note) (Unaudited) --------------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 161 $ 2,656 Accounts receivable, net 3,014 3,196 Inventories 1,911 2,117 Other current assets 47 62 Deferred income taxes 210 210 --------------- ------------ Total Current Assets 5,343 8,241 Goodwill, less accumulated amortization of $30 and $50 210 519 Other assets 343 238 Property and equipment: Land and improvements 171 171 Buildings and improvements 4,294 8,333 Machinery and equipment 4,067 5,042 Office furniture and fixtures 681 849 Construction in process 3,625 491 --------------- ------------ 12,838 14,886 Less accumulated depreciation (2,803) (3,338) --------------- ------------ 10,035 11,548 --------------- ------------ Total Assets $ 15,931 $ 20,546 =============== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,341 $ 1,159 Income taxes payable 250 202 Accrued expenses 353 294 Customer advances 102 511 Current portion of long-term debt 288 90 Lines of credit 515 --- --------------- ------------ Total current liabilities 2,849 2,256 Long-term debt, less current portion 5,045 39 Deferred income taxes 1,154 1,280 Convertible Preferred Shares: 1,000,000 shares authorized; 166,667 and no shares issued and outstanding 1,232 -- Shareholders equity: Common Shares: 19,000,000 shares authorized; 2,247,601 and 4,451,343 shares issued and outstanding 498 994 Additional paid-in capital 178 10,459 Retained earnings 4,978 5,535 Currency translation adjustment (3) (16) --------------- ------------ Total shareholders' equity 5,651 16,971 --------------- ------------ Total liabilities and shareholders' equity $ 15,931 $ 20,546 - ------------------------------------------------------ =============== ============ The balance sheet at September 30, 1997 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.
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (Unaudited) Three Months Three Months Nine Months Nine Months Ended June Ended June Ended June Ended June 30, 1997 30, 1998 30, 1997 30, 1998 -------------- -------------- ------------- ------------- Product revenue $ 2,436 $ 2,481 $ 7,313 $ 7,982 Services revenue 1,404 2,040 3,691 5,319 -------------- -------------- ------------- ------------- Total revenue 3,840 4,521 11,004 13,301 Cost of product revenue 798 875 2,268 2,754 Cost of services revenue 770 1,135 2,157 3,002 -------------- -------------- ------------- ------------- Total cost of revenue 1,568 2,010 4,425 5,756 Gross profit 2,272 2,511 6,579 7,545 Operating expenses: Selling 1,048 1,101 3,094 3,272 Research and development 404 639 1,110 1,713 General and administrative 462 525 1,210 1,662 -------------- -------------- ------------- ------------- Total Operating Expenses 1,914 2,265 5,414 6,647 Operating income 358 245 1,165 898 Interest income 1 25 4 75 Interest expense (21) (8) (69) (46) Other income (expense) 22 (10) 7 (20) Gain on sale of property and equipment 11 1 34 45 -------------- -------------- ------------- ------------- Income before income taxes 371 254 1,141 952 Income taxes 153 124 470 395 -------------- -------------- ------------- ------------- Net income $ 218 $ 130 $ 671 $ 557 ============== ============== ============= ============= Net income available to common $ 218 $ 130 $ 644 $ 557 Shareholders Basic net income per common share $ .10 $ .03 $ .29 $ .14 Diluted net income per common and $ .07 $ .03 $ .21 $ .13 common equivalent share Basic weighted average common shares 2,247,601 4,469,902 2,212,231 3,989,776 Outstanding Diluted weighted average common and 3,107,946 4,637,521 3,097,478 4,324,587 common equivalent shares outstanding - --------------------------------------- See accompanying notes.
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Nine Months Ended June 30, Ended June 30, 1997 1998 ---------------- ---------------- Operating activities: Net income $ 671 $ 557 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 453 546 Deferred income taxes 398 126 Changes in operating assets and liabilities: Accounts receivable (898) (184) Inventories (156) (206) Other assets (204) 90 Accounts payable (109) (182) Income taxes payable (27) (49) Accrued expenses and customer advances 242 351 ---------------- ---------------- Net cash provided by operating activities 370 1,049 Investing activities: Capital expenditures (2,598) (2,048) Payments for purchase of net assets of Vetronics, Inc. net of cash --- (326) ---------------- ---------------- acquired Net cash used by investing activities (2,598) (2,374) Financing activities: Borrowings of long-term debt 1,871 ---- Payments of long-term debt --- (5,006) Borrowings on lines of credit 300 860 Payments on lines of credit --- (1,573) Net proceeds from initial public offering --- 9,362 Net proceeds from the exercise of stock options 40 190 Redemption of preferred shares (325) ---- Other (12) (13) ---------------- ---------------- Net cash provided by financing activities 1,874 3,820 ---------------- ---------------- Net increase (decrease) in cash and cash equivalents (354) 2,495 Cash and cash equivalents at beginning of period 595 161 ---------------- ---------------- Cash and cash equivalents at end of period $ 241 $ 2,656 - --------------------------------------------------------------------- ================ ================ See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) DESCRIPTION OF THE BUSINESS Bioanalytical Systems, Inc. and its subsidiaries (the "Company") manufacture 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 also engages in laboratory services, consulting and research related to analytical chemistry and chemical instrumentation. The Company's customers are located in the United States and throughout the world. (2) INTERIM FINANCIAL STATEMENTS PRESENTATION The accompanying interim financial statements are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore these consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, and the notes thereto, for the year ended September 30, 1997. In the opinion of management, the consolidated financial statements for the three month periods and the nine month periods ended June 30, 1997 and 1998 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, 1998 are not necessarily indicative of the results for the year ending September 30, 1998. (3) INVENTORIES Inventories consisted of (in thousands):
September 30, 1997 June 30, 1998 -------------------- --------------- Raw materials $ 909 $ 1,003 Work in progress 278 307 Finished goods 801 884 -------------------- --------------- 1,988 2,194 LIFO reserve (77) (77) -------------------- --------------- Total LIFO cost $ 1,911 2,117 - ------------------- -------------------- ===============
(4) NET INCOME PER COMMON SHARE In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. (5) INITIAL PUBLIC OFFERING On November 26, 1997, the Company completed an initial public offering of 1,250,000 Common Shares at an offering price of $8.00 per share. On December 19, 1997, the underwriters exercised an option to purchase an additional 100,000 Common Shares. The net proceeds to the Company from the public offering and the exercise of the over-allotment option by the underwriters, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $9.4 million. Upon the closing of the offering, all of the Company's outstanding Convertible Preferred Shares were converted into 752,399 Common Shares. (6) ACQUISITION On October 31, 1997, the Company acquired all of the outstanding capital stock of Vetronics, Inc. ("Vetronics"), which manufactures, markets and sells, electrocardiograph and vital sign monitors for small to midsize animals. The total purchase price consisted of $200,000 in cash, $150,000 in notes payable on July 1, 1998 and a contingent amount to be based upon the profitability of sales from products manufactured by Vetronics during the next two years. The Company believes that the addition of these products will enhance its position as a producer of physiology instrumentation. (7) SUBSEQUENT EVENT As of July 1, 1998, the Company, through a newly-created United Kingdom subsidiary, acquired all of the outstanding capital stock of Clinical Inovations Ltd. ("CI"), which provides bionalytical services to the pharmaceutical industry. The total purchase price consisted of $1,513,000 in cash. At the time of the acquisition of CI, CI also entered into employment agreements with the former principals of CI each of which included a base salary plus a significant bonus contingent upon CI achieving certain revenue and income targets during the next three years. The Company believes that the addition of these service capabilities will enhance its position as a provider of services to the pharmaceutical industry. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q may contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and/or Section 21E of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, discussions regarding the Company's intent, belief or current expectations with respect to (i) the Company's strategic plans; (ii) the Company's future profitability; (iii) the Company's capital requirements; (iv) industry trends affecting the Company's financial condition or results of operations; (v) the Company's sales or marketing plans; or (vi) the Company's growth strategy. Investors in the Company's Common Shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in the Company's Registration Statement on Form S-1, File No. 333-36429. Although the Company believes that the assumptions on which the forward-looking statements contained herein are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based upon those assumptions also could be incorrect. In light of the uncertainties inherent in any forward-looking statement, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that the Company's plans and objectives will be achieved. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997 Total revenue for the three months ended June 30, 1998 increased 17.7% to approximately $4.5 million from approximately $3.8 million for the three months ended June 30, 1997. The net increase of approximately $700,000 was primarily due to increased revenue from services, which increased to approximately $2.0 million in the three months ended June 30, 1998 from approximately $1.4 million in the three months ended June 30, 1997 as a result of the expansion of types and volume of services provided by the Company. During this same period, product revenue increased to approximately $2.5 million for the three months ended June 30, 1998 from approximately $2.4 million for the three months ended June 30, 1997 primarily as a result of sales of a new line of physiology monitoring products acquired in connection with the acquisition of Vetronics on October 31, 1997. The negative impact of reduced sales in Asia due to the currency situation there was offset by the improvement in North and South America. Total cost of revenue for the three months ended June 30, 1998 increased 28.0% to approximately $2.0 million from approximately $1.6 million for the three months ended June 30, 1997. This increase of approximately $400,000 was primarily due to the additional cost of revenue related to the services unit. Cost of product revenue increased to 35.3% as a percentage of product revenue for the three months ended June 30, 1998 from 32.8% of product revenue for the three months ended June 30, 1997, due to a change in product mix. Cost of services revenue increased to approximately 55.6% as a percentage of services revenue for the three months ended June 30, 1998 from approximately 54.8% of services revenue for the three months ended June 30, 1997 due to an increase in the level of services staffing. Selling expenses for the three months ended June 30, 1998 increased 5.0% to approximately $1,101,000 from approximately $1,048,000 for the three months ended June 30, 1997 due to the addition of sales personnel. Research and development expenses for the three months ended June 30, 1998 increased 58.2% to approximately $639,000 from approximately $404,000 for the three months ended June 30, 1997 due to the acceleration of product development and increased activity in the NIH and NASA grant projects. General and administrative expenses for the three months ended June 30, 1998 increased 13.6% to approximately $525,000 from approximately $462,000 for the three months ended June 30, 1997, primarily as a result of increased expenses related to the Company's defense of a patent infringement suit as well as increased property taxes incurred in connection with the Company's purchase and construction of additional facilities. Other income (expense), net, was approximately $8,000 in the three months ended June 30, 1998, as compared to approximately $13,000 in the three months ended June 30, 1997. The Company's effective tax rate for the three months ended June 30, 1998 was 48.8% as compared to 41.2% for the three months ended June 30, 1997. This increase was due, in part, to decreasing profitability from operations in the United Kingdom. NINE MONTHS ENDED JUNE 30, 1998 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997 Total revenue for the nine months ended June 30, 1998 increased 20.9% to approximately $13.3 million from approximately $11.0 million for the nine months ended June 30, 1997. The net increase of approximately $2,300,000 was primarily due to increased revenue from services, which increased to approximately $5.3 million in the nine months ended June 30, 1998 from approximately $3.7 million in the nine months ended June 30, 1997 as a result of the expansion of types and volume of services provided by the Company. During this same period, product revenue increased to approximately $8.0 million for the nine months ended June 30, 1998 from approximately $7.3 million for the nine months ended June 30, 1997 primarily as a result of sales of a new line of physiology monitoring products acquired in connection with the acquisition of Vetronics on October 31, 1997. The negative impact of reduced sales in Asia due to the currency situation there was offset by the improvement in North and South America. Total cost of revenue for the nine months ended June 30, 1998 increased 30.1% to approximately $5.8 million from approximately $4.4 million for the nine months ended June 30, 1997. This increase of approximately $1,400,000 was primarily due to the additional cost of revenue related to the services unit. Cost of product revenue increased to 34.5% as a percentage of product revenue for the nine months ended June 30, 1998 from 31.0% of product revenue for the nine months ended June 30, 1997, due to a change in product mix. Cost of services revenue decreased to approximately 56.4% as a percentage of services revenue for the nine months ended June 30, 1998 from approximately 58.4% of services revenue for the nine months ended June 30, 1997 due to an increase in the level of services revenue. Selling expenses for the nine months ended June 30, 1998 increased 5.8% to approximately $3,272,000 from approximately $3,094,000 for the nine months ended June 30, 1997 due primarily to the promotion of the new homocysteine kit and the addition of sales personnel. Research and development expenses for the nine months ended June 30, 1998 increased 54.3% to approximately $1,713,000 from approximately $1,110,000 for the nine months ended June 30, 1997 due to the acceleration of product development and increased activity in the NIH and NASA grant projects. General and administrative expenses for the nine months ended June 30, 1998 increased 37.4% to approximately $1,662,000 from approximately $1,210,000 for the nine months ended June 30, 1997, primarily as a result of increased expenses related to the Company's defense of a patent infringement suit as well as increased property taxes incurred in connection with the Company's purchase and construction of additional facilities. Other income (expense), net, was approximately $54,000 in the nine months ended June 30, 1998, as compared to approximately $(24,000) in the nine months ended June 30, 1997 as a result of a reduction in net interest expense due to an increase in cash and cash equivalents resulting from the initial public offering. The Company's effective tax rate for the nine months ended June 30, 1998 was 41.4% as compared to 41.2% for the nine months ended June 30, 1997. This increase was due, in part, to decreasing profitability from operations in the United Kingdom. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1998, the Company had cash and cash equivalents of approximately $2.7 million compared to cash and cash equivalents of approximately $161,000 at September 30, 1997. The increase in cash resulted primarily from the Company's initial public offering of Common Shares in November of 1997. The Company's net cash provided by operating activities was approximately $1,049,000 for the nine months ended June 30, 1998 as compared to approximately $370,000 for the first nine months of 1997. The positive cash flow from operations during the nine months ended June 30, 1998 was primarily the result of net income of approximately $557,000 plus non-cash charges of approximately $672,000 partially offset by a net change of approximately $180,000 in operating assets and liabilities. The most significant increase in operating assets related to inventory, which increased to approximately $2.1 million at June 30, 1998 from approximately $1.9 million at September 30, 1997. Cash used by investing activities decreased to approximately $2.4 million for the nine months ended June 30, 1998 from approximately $2.6 million for the nine months ended June 30, 1997, primarily as a result of the Company's move toward completion of construction of certain additional facilities. Cash provided by financing activities for the nine months ended June 30, 1998 was approximately $3.8 million due to the initial public offering in November of 1997, partially offset by the reduction of debt. Total expenditures by the Company for property and equipment were approximately $2,598,000 and $2,048,000 for the nine months ended June 30, 1997 and 1998, respectively. Expenditures made in connection with the expansion of the Company's operating facilities and purchases of laboratory equipment account for the largest portions of these expenditures. The Company anticipates increased levels of capital expenditures during the remainder of fiscal 1998 and fiscal 1999 in connection with the renovation and construction of additional facilities and the purchase of additional laboratory equipment. The Company, however, currently has no firm commitments for capital expenditures other than in connection with the expansion of the Company's facilities. 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, amounts available under its existing bank lines of credit and the remaining net proceeds from its initial public offering will be sufficient to fund its anticipated working capital and capital expenditure requirements. The Company has a $7.5 million bank line of credit agreement, which expires on March 1, 1999. Interest is charged at the prime rate (8.5% at June 30, 1998). The line is not currently being utilized. The line is collateralized by substantially all inventories and accounts receivable of the Company. EFFECT OF NEW ACCOUNTING PRONOUNCEMENT In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In April, 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action against the Company in the United States District Court for the District of New Jersey in which CMA alleged that the Company's microdialysis probes infringe U. S. Patent No. 4,694,832. The Company has filed an answer in which it denied infringement and asserted that the patent on which CMA relies is invalid. Sales of the product in question accounted for less than one half of one percent of the Company's revenues in fiscal 1997 and for the first three quarters of fiscal 1998. The matter is now in the discovery stage. Management intends to continue a vigorous defense against CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or results of operations. However, legal expenses associated with the defense of this suit have had and will continue to have an adverse effect on earnings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. In the third quarter of fiscal 1998, the Company issued an aggregate of 39,462 Common Shares to certain employees and members of the Company's Board of Directors upon the exercise of stock options for an aggregate purchase price of $33,135.71. The issuance of these Common Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Rule 701 of the Securities and Exchange Commission (the "SEC"). On November 24, 1997, the SEC declared effective the Company's Registration Statement on Form S-1, File Number 333-36429. Item 2 of Part II of the Company's Form 10-Q for the period ended December 31, 1997 set forth information regarding the net proceeds received by the Company from the offering pursuant to such registration statement and the Company's use of such proceeds. The information below reflects changes since such disclosure. The net proceeds received by the Company from the offering were $9,362,000 after deducting expenses paid by the Company of $1,438,000, consisting of $756,000 for underwriting discounts and commissions and $682,000 for legal, accounting and printing fees. As of June 30, 1998, the Company had used approximately $6,700,000 of the net proceeds from the offering to repay indebtedness. The balance of the net proceeds, or approximately $2,700,000, was invested in money market funds. ITEM 5. OTHER INFORMATION. On May 7, 1998 Thomas A. Hiatt and William C. Mulligan resigned from the Board of Directors of the Company. Neither Mr. Hiatt nor Mr. Mulligan had any disagreements with the Company on any matter relating to the Company's operations, policies or practices. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357). 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-36429). 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). 10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1, Registration No. 333-36429). 10.7 Master Lease Agreement by and between Bioanalytical Systems, Inc. and Bank One Leasing Corporation dated November 9, 1994 (Incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1, Registration No. 333-36429). 10.8 Financing Lease by and between Bioanalytical Systems, Inc. and Bank One Leasing Corporation, dated November 9, 1994 (Incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-1, Registration No. 333-36429). 10.9 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1, Registration No. 333-36429). 10.10 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). 10.11 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). 10.12 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). 10.13 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) 10.14 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated by reference to Exhibit 10.14 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.15 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.15 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.16 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.16 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.17 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 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 14, 1998 By /s/ DOUGLAS P. WIETEN Douglas P. Wieten Chief Financial Officer, Treasurer and Controller (Principal Financial and Accounting Officer) Date: August 14, 1998
BIOANALYTICAL SYSTEMS, INC. FORM 10-Q INDEX TO EXHIBITS Number Assigned in Exhibit Description of Exhibit Regulation S-K Item 601 Number - ------------------------ ------- (2) No Exhibit. (3) 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357). (4) 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429) 4.2 See Exhibits 3.1 and 3.2 (10) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-36429). 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). 10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1, Registration No. 333-36429). 10.7 Master Lease Agreement by and between Bioanalytical Systems, Inc. and Bank One Leasing Corporation dated November 9, 1994 (Incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1, Registration No. 333-36429). 10.8 Financing Lease by and between Bioanalytical Systems, Inc. and Bank One Leasing Corporation, dated November 9, 1994 (Incorporated by Reference to Exhibit 10.19 to Registration Statement on Form S-1, Registration No. 333-36429). 10.9 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1, Registration No. 333-36429). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 10.14 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated by reference to Exhibit 10.14 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.15 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.15 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.16 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.16 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). 10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.17 to Quarterly Report Form 10-Q for the quarter ended March 31, 1998). (11) 11.1 Statement Regarding Computation of Per Share Earnings. (12) No Exhibit (13) No Exhibit (15) No Exhibit (18) No Exhibit (19) No Exhibit (22) No Exhibit (23) No Exhibit (24) No Exhibit (27) 27.1 Financial Data Schedule (99) No Exhibit - ------------------------ ------------------------------------------------------------------------
EX-11.1 2 EXHIBIT 11.1 Exhibit 11 - Statement Re: 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 1997 June 30, 1998 June 30, 1997 June 30, 1998 Basic ------------------- ------------------- ----------------- ----------------- Average Common Shares Outstanding. . . . . . . . . 2,248 4,470 2,212 3,990 Net income available to common shareholders. . . . . 218 130 644 557 Per Share Amount. . . . . . . . $ .10 $ .03 $ .29 $ .14 Diluted Average Common Shares outstanding. . . . . . . . . 2,248 4,470 2,212 3,990 Net effect of dilutive stock options based on the treasury stock method using the average market price. . 108 168 133 182 Assumed conversion of Preferred Shares . . . . . . 752 -- 752 153 Total . . . . . . . . . . . . . 3,108 4,638 3,097 4,325 Net income available to common shareholders. . . . . $ 218 $ 130 $ 644 $ 557 Per share amount. . . . . . . . $ .07 $ .03 $ .21 $ .13
EX-27.1 3
5 This schedule contains summary financial information extracted from the Bioanalytical Systems, Inc. comsolidated financial statements contained in the company's quarterly report on form 10-Q and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS 9-MOS SEP-30-1998 SEP-30-1998 APR-01-1998 OCT-01-1997 JUN-30-1998 JUN-30-1998 2656 2656 0 0 3196 3196 0 0 2117 2117 8241 8241 14886 14886 3338 3338 20546 20546 2256 2256 0 0 0 0 0 0 994 994 15977 15977 20546 20546 2481 7982 4521 13301 875 2754 2010 5756 2265 6647 0 0 (8) (46) 254 952 124 395 130 557 0 0 0 0 0 0 130 557 .03 .14 .03 .13
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