-----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, PbY7T4UTtOfqhzctri14V9Va3qE6a30eVtkywc56ACxf7OShevOjyNkI7FDgudaQ SrrMoQAGSml1YWgsshI+KQ== 0000927946-99-000012.txt : 19990217 0000927946-99-000012.hdr.sgml : 19990217 ACCESSION NUMBER: 0000927946-99-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990216 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: 99540903 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 December 31, 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 incorporation or organization) (I.R.S. Employer Identification No.) 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 December 31, 1998, 4,503,176 Common Shares of the registrant were outstanding.
PAGE NUMBER PART I FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited): Consolidated Balance Sheets as of September 30, 1998 and December 31, 1998 3 Consolidated Statements of Income for the Three Months 4 ended December 31, 1997 and 1998 Consolidated Statements of Cash Flows for the Three 5 Months Ended December 31, 1997 and 1998 Notes to Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition 7 and Results of Operations PART II OTHER INFORMATION 9 Item 1 - Legal Proceedings 9 Item 2 - Changes in Securities and Use of Proceeds 9 Item 6 - Exhibits and Reports on Form 8-K 9 SIGNATURES 11
PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (Unaudited) September 30, December 31, 1998 1998 ------------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 1,208 $ 437 Accounts receivable, net 3,045 2,862 Inventories 1,881 1,903 Other current assets 60 72 Deferred income taxes 169 169 ------------- ------------ Total Current Assets 6,363 5,443 Goodwill, less accumulated amortization of $62 and $90 1,134 1,107 Other assets 232 233 Property and equipment: Land and improvements 171 171 Buildings and improvements 8,355 8,355 Machinery and equipment 7,463 7,626 Office furniture and fixtures 1,074 1,094 Construction in process 1,464 2,329 ------------- ------------ 18,527 19,575 Less accumulated depreciation (3,976) (4,225) ------------- ------------ 14,551 15,350 ------------- ------------ Total Assets $22,280 $22,133 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $1,941 $1,064 Income taxes payable 156 37 Accrued expenses 352 316 Customer advances 319 382 Current portion of long-term debt 308 293 Lines of credit --- 950 ------------- ------------ Total current liabilities 3,076 3,042 Long-term debt, less current portion 1,124 1,067 Deferred income taxes 1,236 1,186 Convertible Preferred Shares: 1,000,000 shares authorized; no shares issued and outstanding -- -- Shareholders equity: Common Shares: 19,000,000 shares authorized; 4,495,319 and 4,503,176 shares issued and outstanding 996 998 Additional paid-in capital 10,468 10,473 Retained earnings 5,390 5,384 Accumulated other comprehensive income- Currency translation adjustment (10) (17) ------------- ------------ Total shareholders' equity 16,844 16,838 ------------- ------------ Total liabilities and shareholders' equity $22,280 $22,133 ============= ============ The balance sheet at September 30, 1998 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 Ended Dec 31, Ended Dec 31, 1997 1998 -------------- -------------- Product revenue $ 2,642 $ 2,295 Services revenue 1,688 2,303 -------------- -------------- Total revenue 4,330 4,598 Cost of product revenue 950 947 Cost of services revenue 897 1,555 -------------- -------------- Total cost of revenue 1,847 2,502 Gross profit 2,483 2,096 Operating expenses: Selling 1,071 1,017 Research and development 476 481 General and administrative 612 580 -------------- -------------- Total Operating Expenses 2,159 2,078 -------------- -------------- Operating income 324 18 Interest income 15 5 Interest expense (22) (41) Other income 3 10 Gain (loss) on sale of property and equipment 28 (2) -------------- -------------- Income (loss) before income taxes 348 (10) Income taxes 152 (4) -------------- -------------- Net income (loss) $ 196 $ (6) ============== ============== Basic net income per common share $ .06 $ .00 Diluted net income per common and common equivalent share $ .05 $ .00 Basic weighted average common shares outstanding 3,070,505 4,496,094 Diluted weighted average common and common equivalent shares outstanding 3,746,756 4,629,952 See accompanying notes.
BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Three Months Ended Dec 31, Ended Dec 31, 1997 1998 -------------- -------------- Operating activities: Net income (loss) $ 196 $ (6) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 156 277 Deferred income taxes (57) (51) Changes in operating assets and liabilities: Accounts receivable 255 183 Inventories (20) (23) Other assets 56 (13) Accounts payable (96) (876) Income taxes payable (29) (119) Accrued expenses and customer advances -- 27 -------------- -------------- Net cash provided (used) by operating activities 461 (601) Investing activities: Capital expenditures (850) (1,049) Payments for purchase of net assets of Vetronics, Inc. net of cash acquired (176) -- -------------- -------------- Net cash used by investing activities (1,026) (1,048) Financing activities: Payments of long-term debt (4,759) (73) Borrowings on lines of credit 860 950 Payments on lines of credit (1,498) -- Net proceeds from initial public offering 9,423 -- Net proceeds from the exercise of stock options 53 7 Other (8) (6) -------------- -------------- Net cash provided by financing activities 4,071 878 -------------- -------------- Net increase (decrease) in cash and cash equivalents 3,506 (771) Cash and cash equivalents at beginning of period 161 1,208 -------------- -------------- Cash and cash equivalents at end of period $ 3,667 $ 437 ============== ============== 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) RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes standards for reporting and display of comprehensive income in the financial statements. SFAS 130 is effective for fiscal years beginning after December 15, 1997. The Company has adopted SFAS 130 effective October 1, 1998. (3) 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 fiscal year ended September 30, 1998. In the opinion of management, the consolidated financial statements for the three month periods ended December 31, 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 ended December 31, 1998 are not necessarily indicative of the results for the fiscal year ending September 30, 1999. (4) INVENTORIES Inventories consisted of (in thousands):
September 30, 1998 December 31, 1998 ------------------ ----------------- Raw materials $ 966 $ 978 Work in progress 317 320 Finished goods 677 685 ------------------ ----------------- 1,960 1,983 LIFO reserve (79) (80) ------------------ ----------------- Total LIFO cost $1,881 $1,903 ================== =================
(5) DEBT The Company has a bank line of credit agreement which expires March 1, 1999 and allows borrowings of up to $7,500,000. Interest is charged at the prime rate (7.75% at December 31, 1998). As of December 31, 1998 $950,000 was outstanding on this line of credit. The line is collateralized by inventories and accounts receivable. The Company is currently in negotiations to refinance its bank line of credit, although there can be no assurance that the Company will be successful in this regard. (6) LITIGATION In April 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action against the Company in the United States District Court for the District of New Jersey in which CMA alleged that the Company's microdialysis probes infringe U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied infringement and in which it asserted that the patent on which CMA relies is invalid. The matter is now awaiting a trial date. Although an estimate of the possible loss has not been made, management intends to continue a vigorous defense of CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or results of operations. 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 DECEMBER 31, 1998 COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 1997 Total revenue for the three months ended December 31, 1998 increased 6.2% to approximately $4.6 million from approximately $4.3 million for the three months ended December 31, 1997. The net increase of approximately $ 300,000 was primarily due to increased revenue from services, which increased to approximately $2.3 million in the three months ended December 31, 1998 from approximately $1.7 million for the three months ended December 31, 1997 as a result of the expansion of types and volume of services provided by the Company. During this same period, product revenue decreased to approximately $2.3million for the three months ended December 31, 1998 from approximately $2.6 million for the three months ended December 31, 1997 primarily as a result of the negative impact of reduced sales in Asia due to the currency situation with countries in that region. Total cost of revenue for the three months ended December 31, 1998 increased 35.5% to approximately $2.5 million from approximately $1.8 million for the three months ended December 31, 1997. This increase of approximately $700,000 was primarily due to the additional cost of revenue related to the services unit acquired in the UK on July 1, 1998. Cost of product revenue increased to approximately 41.3% as a percentage of product revenue for the three months ended December 31, 1998 from approximately 36.0% of product revenue for the three months ended December 31, 1997, primarily due to a change in product mix. Cost of services revenue increased to approximately 67.5% as a percentage of services revenue for the three months ended December 31, 1998 from approximately 53.1% of services revenue for the three months ended December 31, 1997 primarily due to an increase in the level of services staffing. Selling expenses for the three months ended December 31, 1998 decreased 5.0% to approximately $1,017,000 from approximately $1,071,000 for the three months ended December 31, 1997 primarily due to reduced distributor commissions. Research and development expenses for the three months ended December 31, 1998 increased 1.1% to approximately $ 481,000 from approximately $476,000 for the three months ended December 31, 1997 primarily due to the acceleration of product development. General and administrative expenses for the three months ended December 31, 1998 decreased 5.2% to approximately $580,000 from approximately $612,000 for the three months ended December 31, 1997, primarily as a result of reduced expenses related to the Company's defense of a patent infringement suit. Other income (expense), net, was approximately $(28,000) in the three months ended December 31, 1998, as compared to approximately $24,000 in the three months ended December 31, 1997. The Company's effective tax rate for the three months ended December 31, 1998 was 40.0% as compared to 43.7% for the three months ended December 31, 1997. LIQUIDITY AND CAPITAL RESOURCES At December 31, 1998, the Company had cash and cash equivalents of approximately $437,000 compared to cash and cash equivalents of approximately $1,208,000 at September 30, 1998. The decrease in cash resulted primarily from the Company's increase in capital expenditures. The Company's net cash provided (used) by operating activities was approximately $(601,000) for the three months ended December 31, 1998 as compared to approximately $461,000 for the first three months of fiscal 1998. The negative cash flow from operations during the three months ended December 31, 1998 was partially the result of a net loss of approximately $18,000 offset by non-cash charges of approximately $238,000 plus a net change of approximately $(821,000) in operating assets and liabilities. The most significant decrease in operating liabilities related to accounts payable, which decreased to approximately $1,064,000 at December 31, 1998 from approximately $1,941,000 at September 30, 1998. Cash used by investing activities increased to approximately $1,048,000 for the three months ended December 31, 1998 from approximately $1,026,000 for the three months ended December 31, 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 three months ended December 31, 1998 was approximately $878,000 primarily due to the increase of debt. Total expenditures by the Company for property and equipment were approximately $1,026,000 and $1,048,000 for the three months ended December 31, 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 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 and amounts available under its existing bank lines of credit will be sufficient to fund its anticipated working capital and capital expenditure requirements. The Company has a $7.5 million bank line of credit agreement, which expires on March 1, 1999. Interest is charged at the prime rate (7.75% at December 31, 1998). As of December 31, 1998 $950,000 was outstanding on this line of credit. The line is collateralized by substantially all inventories and accounts receivable of the Company. EFFECT OF NEW ACCOUNTING PRONOUNCEMENT In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes standards for reporting and display of comprehensive income in the financial statements. SFAS 130 is effective for fiscal years beginning after December 15, 1997. The Company has adopted SFAS 130 effective October 1, 1998. 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 percent of the Company's revenues in fiscal 1998 and for the first quarter of fiscal 1999. The matter is now awaiting a trial date. Management intends to continue a vigorous defense against CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or results of operations. However, legal expenses associated with the defense of this suit have had and will continue to have an adverse effect on earnings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. In the first quarter of fiscal 1999, the Company issued an aggregate of 7,857 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 $7,275.62. 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 5 of Part II of the Company's Form 10-K for the period ended September 30, 1998 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 December 31, 1998, the Company had used all of the net proceeds from the offering to repay indebtedness and fund operations. 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: February 14, 1999 By /s/ DOUGLAS P. WIETEN Douglas P. Wieten Chief Financial Officer, Treasurer and Controller (Principal Financial and Accounting Officer) Date: February 14, 1999
BIOANALYTICAL SYSTEMS, INC. FORM 10-Q INDEX TO EXHIBITS Number Assigned in Regulation S-K Item 601 Exhibit Number Description of Exhibit - ------------------ -------------- ---------------------- (2) No Exhibit. (3) 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to 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 Statement Regarding Computation of Per share Earnings (Unaudited) (in thousands except per share data)
Three Months Ended Three Months Ended December 31, 1997 December 31, 1998 ------------------ ------------------- Basic Average Common Shares outstanding 3,071 4,496 Net income (loss) $ 196 $ (6) Per Share Amount $ .06 $ .00 Diluted Average Common Shares outstanding 3,071 4,496 Net effect of dilutive stock options based on the treasury stock method using the average market price 226 134 Assumed conversion of Preferred Shares 450 -0- Total 3,747 4,630 Net income (loss) $ 196 $ (6) Per share amount $ .05 $ .00
EX-27.1 3
5 Financial Data Schedule This schedule contains summary financial information extracted from the Bioanalytical Systems, Inc. consolidated financial statements contained in the company's annual report on Form 10-K and is qualified in its entirety by reference to such financial statements. 1,000
3-MOS SEP-30-1999 OCT-01-1998 DEC-31-1998 437 0 2,862 0 1,903 5,443 19,575 4,225 22,133 3,042 0 0 0 998 15,840 22,133 2,295 4,598 947 2,502 2,078 0 41 (10) (4) (6) 0 0 0 (6) .00 .00
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