BIO LOGIC SYSTEMS CORP
10QSB, 1998-01-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10Q-SB


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For Quarter Ended November 30, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ to _____

                          Commission File No. 0-12240

                            BIO-LOGIC SYSTEMS CORP.
       (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                  <C>       
                       Delaware                                                      36-3025678
   (State or other jurisdiction of incorporation or                    (I.R.S. Employer Identification Number)
                     organization)

       One Bio-logic Plaza, Mundelein, Illinois                                         60060
       (Address of principal executive offices)                                      (zip code)
</TABLE>

Registrant's telephone number, including area code (847-949-5200)

(Former address, if changed since last report): not applicable

         Check whether the issuer (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 issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES  X  NO 
                                    ---    ---
         State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

             Class                             Outstanding at January 12, 1998
  Common Stock $.01 par value                         3,982,354 shares

                 Traditional Small Business Disclosure Format

                                YES  X  NO 
                                    ---    ---



               


<PAGE>



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part I.  Financial Information

                                                                                                               Page

<S>                                                                                                            <C> 
         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets at November 30, 1997
                  and February 28, 1997                                                                           3

                  Condensed Consolidated Statements of Operations and
                  Retained Earnings for the three and nine months ended
                  November 30, 1997 and 1996                                                                      4

                  Condensed Consolidated Statements of Cash Flows for
                  the nine months ended November 30, 1997 and 1996                                                5

                  Notes to Condensed Consolidated Financial Statements                                            6

         Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                             9


Part II. Other Information

         Item 6.   Exhibits and Reports on Form 8-K                                                              11


Signatures                                                                                                       15
</TABLE>




<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


Part 1.     Financial Information
Item 1      Financial Statements

                     Condensed Consolidated Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                      November 30, 1997           February 28, 1997
                                                                      -----------------           -----------------
<S>                                                                    <C>                          <C>         
ASSETS

     CURRENT ASSETS

         Cash and cash equivalents                                     $  3,130,184                 $  1,134,310
         Marketable securities - held to maturity                         1,500,396                    1,291,384
         Accounts receivable, less allowance for doubtful
              accounts of $204,531 at November 30, 1997
              and $152,068 at February 28, 1997                           4,384,271                    3,583,673
         Inventories                                                      3,349,287                    3,055,429
         Prepaid expenses                                                    74,561                      141,928
         Deferred income taxes                                              262,039                      262,039
                                                                        -----------                 ------------

                           Total current assets                          12,700,738                    9,468,763

     PROPERTY, PLANT AND EQUIPMENT - Net                                  1,836,557                    1,827,859

     MARKETABLE SECURITIES - Held to maturity                              ----                        1,501,287

     OTHER ASSETS                                                           945,231                    1,126,493
                                                                         ----------                 ------------

                           TOTAL ASSETS                                 $15,482,526                  $13,924,402
                                                                         ==========                   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES
         Current maturities of long-term debt                         $     132,054                $     126,343
         Accounts payable                                                   524,205                      484,323
         Accrued salaries & payroll taxes                                   828,514                      560,676
         Accrued interest & other expenses                                  432,977                      309,861
         Accrued income taxes                                               340,375                       48,931
         Deferred revenue                                                   343,993                      293,589
                                                                        -----------                  -----------

                           Total current liabilities                      2,602,118                    1,823,723

     LONG-TERM DEBT - Less current maturities                               462,680                      562,879
     DEFERRED INCOME TAXES                                                  338,398                      338,398
     COMMITMENTS                                                                ---                          ---
                                                                          ---------                   ----------
                           Total liabilities                              3,403,196                    2,725,000
                                                                          ---------                   ----------



     SHAREHOLDERS' EQUITY:

     Capital stock, $.01 par value. authorized 10,000,000
         shares, issued and outstanding 3,982,354 shares at,
         November 30, 1997 and 4,229,519 at February 28, 1997                39,823                       42,295
     Additional paid-in capital                                           4,684,061                    5,478,464
     Retained Earnings                                                    7,355,446                    6,561,349
                                                                         ----------                  -----------

              Total shareholders' equity                                 12,079,330                   12,082,108

     Less treasury stock, at cost: 286,310 shares                          --                           (882,706)
                                                                         ----------                   ----------

              Shareholders equity - net                                  12,079,330                   11,199,402
                                                                         ----------                   ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $15,482,526                  $13,924,402
                                                                         ==========                  ===========
</TABLE>

       The accompanying notes are an integral part of these statements.


                                      -3-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


     Condensed Consolidated Statements of Operations and Retained Earnings
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                     Three Months Ended                Nine Months Ended
                                                        November 30,                      November 30,
                                                   -------------------------------  ------------------------
                                                        1997           1996             1997          1996
                                                   ---------------  -------------   -----------------------

<S>                                                  <C>             <C>           <C>             <C>        
NET SALES                                            $4,549,481      $4,321,251     $13,304,511    $10,740,897

COST OF SALES                                         1,390,959       1,462,115       4,258,481      3,707,826
                                                     ----------      ----------      ----------     ----------

      Gross Profit                                    3,158,522       2,859,136       9,046,030      7,033,071
                                                     ----------      ----------      ----------     ----------


OPERATING EXPENSES:
      Selling, general & administrative               2,066,456       1,835,130       6,193,026      5,237,513
      Research & development                            608,875         558,588       1,809,960      1,391,931
                                                     ----------      ----------      ----------     ----------

Total operating expenses                              2,675,331       2,393,718       8,002,986      6,629,444
                                                     ----------      ----------      ----------     ----------


OPERATING INCOME (LOSS)                                 483,191         465,418       1,043,044        403,627

OTHER INCOME (EXPENSE):
      Interest income                                    56,084          52,140         156,371        167,019
      Interest expense                                  (10,694)        (12,190)        (32,299)       (40,201)
      Miscellaneous                                       1,758           1,778           2,544          2,522
                                                     ----------      ----------      ----------     ----------

          TOTAL OTHER INCOME                             47,148          41,728         126,614        129,340
                                                     ----------      ----------      ----------     ----------

INCOME BEFORE INCOME TAXES                              530,339         507,146       1,169,660        532,967

PROVISION  FOR INCOME TAXES                             169,700         148,500         375,563        172,958
                                                     ----------      ----------      ----------     ----------

NET INCOME                                           $  360,639      $  358,646      $  794,097     $  360,009
                                                     ==========      ==========      ==========     ==========

RETAINED EARNINGS,
BEGINNING OF PERIOD                                   6,994,807       5,878,867       6,561,349      5,877,504
                                                     ----------      ----------      ----------     ----------

RETAINED EARNINGS,
END OF PERIOD                                        $7,355,446      $6,237,513      $7,355,446     $6,237,513
                                                     ==========      ==========      ==========     ==========

EARNINGS PER SHARE:

Primary and Fully Diluted                                 $0.09           $0.09           $0.19          $0.09
                                                     ==========      ==========      ==========     ==========
</TABLE>



       The accompanying notes are an integral part of these statements.


                          
                                      -4-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                  November 30,
                                                                                -----------------
                                                                              1997             1996
                                                                          -----------       -----------


<S>                                                                       <C>               <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                                $   794,097       $   360,009
Adjustments to reconcile net income to net cash flows
     from (used in) operating activities:
            Depreciation and amortization                                     275,347           271,789
            Provision for bad debts                                            72,000            83,000
            Provision for inventory valuation                                 231,975           222,975
            Deferred income taxes 
            (Increases) decreases in assets:
                  Accounts receivable                                        (872,598)         (693,486)
                  Inventories                                                (525,833)         (424,394)
                  Prepaid expenses                                             67,367             4,821
            Increases (decreases) in liabilities:
                  Accounts payable and overdrafts                              39,882            73,381
                  Accrued liabilities and deferred revenue                    441,358            28,568
                  Accrued income taxes                                        291,444          (135,610)
                                                                          -----------       -----------

                  Net cash flows from (used in) operating activities          815,039          (208,947)
                                                                          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                    (129,695)         (151,338)
     Other assets                                                              26,912          (129,361)
     Proceeds from maturities of investments                                1,292,275           411,760
            Purchases of marketable securities held to maturity                  --          (1,501,584)
                                                                          -----------       -----------

                  Net cash flows from (used in) investing activities        1,189,492        (1,370,523)
                                                                          -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of stock options                                   85,831               951
     Purchase of treasury stock                                                  --            (882,705)
     Payments of long-term debt                                               (94,488)          (88,425)
                                                                          -----------       -----------

                  Net cash flows from (used in) financing activities           (8,657)         (970,179)
                                                                          -----------       -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            1,995,874        (2,549,649)

CASH AND CASH EQUIVALENTS - Beginning of period                             1,134,310         3,249,071
                                                                          -----------       -----------

CASH AND CASH EQUIVALENTS - End of period                                 $ 3,130,184       $   699,422
                                                                          ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
     Cash paid during the period for:
            Interest                                                      $    32,889       $    44,398
                                                                          ===========       ===========

            Income Taxes                                                  $   120,000       $   300,780
                                                                          ===========       ===========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       
                                      -5-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB



             Notes to Condensed Consolidated Financial Statements



1.       The information furnished in this report reflects all adjustments
         which are, in the opinion of management, necessary to a fair
         statement of the results for the interim periods. The results of
         operations for the three and nine months ended November 30, 1997 are
         not necessarily indicative of the results to be expected for the full
         year.

2.       Inventories

         Inventories, consisting principally of components, parts and
         supplies, are stated at the lower of cost, determined by the
         first-in, first-out method or market.

3.       Net Income Per Share

         Primary earnings per share are based on the weighted average number
         of common and dilutive common equivalent shares outstanding during
         each quarter. The weighted average shares for computing primary
         earnings per share were 4,192,309 and 4,028,336 for the quarters
         ended November 30, 1997 and 1996, respectively, and 4,106,043 and
         4,189,846 for the nine months ended November 30, 1997 and 1996,
         respectively.

         Fully diluted earnings per share are based on the weighted average
         number of common and dilutive common equivalent shares calculated at
         quarter-end market prices. The weighted average shares for computing
         fully diluted earnings per share were 4,192,309 and 4,028,336 for the
         quarters ended November 30, 1997, and 1996, respectively, and
         4,140,744 and 4,189,846 for the nine months ended November 30, 1997
         and 1996.

4.       Accounting for Income Taxes

         The Company follows Statement of Financial Accounting Standards
         (SFAS) No. 109, "Accounting for Income Taxes," which requires an
         asset and liability approach of accounting for income taxes. Deferred
         tax assets and liabilities are computed annually for differences
         between financial statement basis and tax basis of assets,
         liabilities and available general business tax credit carry-forwards.
         A valuation allowance is established when necessary to reduce
         deferred tax assets to the amount expected to be realized.



                                      -6-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


5.       Marketable Securities

         Effective March 1, 1994, the company adopted Statement of Financial
         Accounting Standards No.115, "Accounting for Certain Investments in
         Debt and Equity Securities" (SFAS No. 115.)

         As required by SFAS 115, securities are classified into three
         categories: trading, held-to-maturity, and available for sale. Debt
         securities that the Company has the positive intent and ability to
         hold to maturity are classified as held-to-maturity debt securities.
         The entire Company's portfolio of debt securities has been classified
         as held-to-maturity and are stated at cost, with premiums amortized
         and discounts accredited using the simple-interest method.


Investment Securities Held-To-Maturity

The amortized cost, unrealized gains, unrealized losses and estimated fair
values of investment securities are summarized as follows:


<TABLE>
<CAPTION>
                                                                    Gross             Gross          Estimated
                                                                 Unrealized         Unrealized          Fair
                                        Amortized Cost              Gain               Losses          Value
                                        --------------           ----------         ----------       ---------

<S>                                        <C>                        <C>                <C>           <C>       
November 30, 1997
- -----------------
US Government securities                   $1,500,396                 $2,424             $0            $1,502,820

November 30, 1996
- -----------------
US Government securities                   $2,801,584               $ 10,131             $0            $2,811,715
</TABLE>


At November 30, 1997, the maturities of marketable securities held-to-maturity
are as follows:

                                                                Estimated Fair
Term to Maturity                          Amortized Cost             Value
                                          -------------         -------------- 
Due one year or less                       $1,500,396              $1,502,820  
Due after one year through           
          five years                          ---                     ---    
                                           ----------              ----------
                                              
          Total                            $1,500,396              $1,502,820
                                           ==========              ==========
                                  



                                      -7-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


6.       Earnings per Share Presentation

         In February 1997, the Financial Accountings Standards Board issued
         SFAS No. 128, "Earnings per Share," which requires presentation of
         basic and diluted earnings per share together with disclosure of how
         the per share amounts were computed. The adoption of SFAS No. 128 is
         effective for financial statements issued after December 15, 1997.
         Early adoption of the new standard is not permitted. The adoption of
         SFAS No. 128 is not expected to have a material impact on the
         disclosure of earnings per share in the Company's financial
         statements.

7.       Treasury Stock Retirement

         During 1997, 286,310 shares of the Corporation's common stock
         purchased in 1996 for a total cost of $882,706, and held in treasury
         at February 28, 1997, were retired.

8.       Stock Repurchase

         On January 9, 1998 the Board of Directors of the Company authorized
         the repurchase, from time to time, of up to 100,000 shares of the
         Company's common stock.


                                      -8-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Except for the description of historical facts contained herein, this
Form 10Q-SB contains certain forward looking statements that involve risks and
uncertainties as detailed herein and from time to time in the Company's
filings with Securities and Exchange Commission and elsewhere. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ
materially from those described in the forward-looking statements. These
factors include, among others, fluctuations in sales and operating results,
risks associated with international operations; regulatory, competitive, and
contractual risks; the effects of economic conditions; any delays or
additional costs associated with the introduction of the Company's AuDX(TM)
product and the availability of capital to finance planned growth, as well as
other risk detailed from time to time in the company's filings with the
Securities and Exchange Commission.


Liquidity and Capital Resources

         As of November 30, 1997 the Company had working capital of
$10,098,620 including $4,630,580 in cash, cash equivalents and short-term
investments. The Company believes its capital and liquidity requirements for
the foreseeable future will be satisfied by available and internally generated
funds. To the extent the Company's capital and liquidity requirements are not
satisfied internally, the Company may utilize a $1,000,000 unsecured bank line
of credit, all of which is currently available. Borrowings under this line
will bear interest at the bank's prime rate.

         For the nine months ended November 30, 1997, cash flow increased by
$1,995,874 and net cash flow from operations increased by $815,039. Net income
for the nine months ended November 30, 1997 increased net cash flow from
operating activities by $794,097 compared to only $360,009 for the nine months
ended November 30, 1996. In the nine months ended November 30, 1997,
marketable securities of approximately $1,292,000 matured and provided net
cash flow from investing activities.


Results of Operations

         Net sales for the three month period ended November 30, 1997 ("1997
three months") increased by approximately 5% to $4,549,481 from $4,321,251 in
the three month period ended November 30, 1996 ("1996 three months."), while
net sales for the nine month period ended November 30, 1997 ("1997 nine
months") increased by 24% to $13,304,511 compared to $10,740,897 in the nine
month period ended November 30, 1996 ("1996 nine months.") Domestic sales
increased by 17% and 32% to $3,678,529 and $10,590,092 for the 1997 three and
nine months, respectively, compared to $3,141,103 and $8,038,149 for the 1996
three and nine months,


                                      -9-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


respectively. Foreign sales of $870,952 and $2,714,419 contributed 19% and 20%
of net sales for the 1997 three and nine months, respectively, a decrease of
26% from $1,180,148 for 1996 three months, while an increase of .4% from
$2,702.748 for the 1996 nine months. The foreign sales in the 1997 three
months were negatively impacted by the Far Eastern monetary crisis. The
Company's increase in net sales for both the 1997 three and nine months was
the result of higher unit sales of the Ceegraph, Sleep, and OAE product lines.

         Cost of sales increased to $1,390,959 and $4,258,481 for the 1997
three and nine months, respectively, compared to $1,462,115 and $3,707,826 for
the 1996 three and nine months, respectively. Cost of sales as a percentage of
net sales decreased however, to 31% and 32% for the 1997 three and nine
months, respectively, from 34% and 35% for the 1996 three and nine months,
respectively. This decrease in cost of sales as a percentage of net sales in
the 1997 three and nine months was primarily the result of sales of higher
margin products and fixed manufacturing costs as compared to higher sales
prices.

         Selling, general and administrative expenses increased by 13% and 18%
to $2,066,456 and $6,193,026 during the 1997 three and nine months,
respectively, compared to $1,835,130 and $5,237,513 for the 1996 three and
nine months, respectively. Selling, general and administrative expenses as a
percentage of net sales, increased to 45% from 42% for the 1997 and 1996 three
months, respectively, and decreased to 47% from 49% for the 1997 and 1996 nine
months, respectively. The increases in the 1997 three and nine months reflects
additional employee and travel costs, higher sales commissions, plus increased
marketing expenses for product promotions and trade show exhibitions,
including expenses for the introduction of the Company's AuDX product. Future
marketing expenses will continue to be higher until expanded coverage of AuDX
is achieved.

         Research and development costs increased by 9% and 30% to $608,875
and $1,809,960 for the 1997 three and nine months, respectively, from $558,588
and $1,391,931 for the 1996 three and nine months, respectively. As a
percentage of net sales, total research and development costs remained at 13%
for the 1997 and 1996 three months while increasing to 14% from 13% for the
1997 and 1996 nine months, respectively. The increase in costs were partially
due to higher individual salaries plus the reduction in the capitalization of
certain research and development costs aligned with specific identifiable
future products. The capitalization of products under development amounted to
approximately $0 and $144,400 during the nine months ended November 30, 1997
and 1996, respectively. Amortization expense of these capitalized research and
development costs increased to $137,690 for the 1997 nine months compared to
$54,092 in 1996 nine months. Biologic will continue to invest in research and
development, including with respect to it's AuDX product, regularly upgrading
its core neurology, audiology and sleep product lines to second and third
generation technologies, and adding enhanced features.

         The Company had operating income of $483,191 and $1,043,044 for the
1997 three and nine months, respectively, compared to operating income of
$465,418 and $403,627 for 1996 three and


                                     -10-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


nine months, respectively. The increase in operating income for the 1997 nine
months was the result of higher net sales with higher gross margins partially
offset by higher selling, general and administrative expenses and research and
development costs.

         Net interest income decreased to $124,072 for the 1997 nine months
compared to $126,818 for the 1996 nine months. This decrease reflects lower
investment returns on marketable securities offset by lower interest expense
on long term debt.

         The Company had income tax expense of $169,700 and $375,563 or 32% of
net income before taxes for each of the 1997 three and nine months, compared
to $148,500 and $172,958 or 29% and 32% of net income before taxes for the
1996 three and nine months, respectively. The company's income tax rate
differs from the federal statutory rate of 34% due to the differences between
financial statement basis and tax basis of assets, liabilities and available
general business tax credit carry-forwards.

         The Company had net income of $360,639 and $794,097, or $.09 and
$0.19 per share, for the 1997 three and nine months, respectively, compared to
net income of $358,646 and $360,009, or $0.09 and $0.09, per share for the
1996 three and nine months, respectively. Although, the Company attributes the
higher earnings in the nine month period to higher net sales partially offset
by higher selling, general and administrative and research and development
costs, management expects that the higher expenses involved with the
marketing, R&D and production of its AuDX product will continue to affect net
income results until expanded market coverage of AuDX is achieved.




                                     -11-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


Item 6.  Exhibits and Reports on 8-K

(a)      Exhibits

         3.1      Certificate of Incorporation, Certificate of Amendment to
                  Certificate of Incorporation, Agreement of Merger and
                  Certificate of Merger and By-Laws (1)
         3.2      Certificate of Amendment to Certificate of Incorporation (7)
         10.1     Lease between the Company and Harris Trust & Savings Bank
                  dated August 9, 1983 (2)
         10.2     Technology License Agreement between the Company and
                  Neurographic Technologies dated August 13, 1984 (3)
         10.3     Real Estate Sale Contract between the Company and First
                  National Bank of Lake Forest, as Trustee, dated December 23,
                  1985 (4)
         10.4     Loan Agreement between the Company and Village of Mundelein,
                  Illinois dated as of December 1, 1985 (4)
         10.5     Mortgage and Security Agreement between the Company and
                  Village of Mundelein, Illinois dated as of December 1, 1985
                  (4)
         10.6     Bond Purchase Agreement between the Company and First
                  American Bank of Dundee dated as of December 1, 1985 (4)
         10.7     Agreement among Gabriel Raviv, Gil Raviv, Charles Z.
                  Weingarten and the Company (5)
         10.8     Employment Agreement between the Company and Gabriel Raviv
                  (5)
         10.9     Employment Agreement between the Company and Gil Raviv (5)
         10.10    Form of Export Property Sale, Commission and Lease Agreement
                  between the Company and Bio-logic International Corporation
                  (6)
         10.11    Agreement and General Release between the Company and Gil
                  Raviv (9)
         10.12    Letter dated May 2, 1994 from First American Bank to the
                  Company (10)
         10.13    Letter of Intent dated June 30, 1994 by and among the
                  Company, Luther Medical Products, Inc. and Neuro
                  Diagnostics, Inc. (11)
         10.14    Asset Purchase Agreement dated as of July 1, 1994 by and
                  among the Company, NDI Acquisition Corp., Luther Medical
                  Products, Inc. and Neuro Diagnostics, Inc. (12)
         10.15    1994 Stock Option Plan, as amended (13)
         21.      Subsidiaries of the Company (8)
         23.1     Consent of Independent Auditors
         27.      Financial Data Schedule
- --------------------

(1)      Incorporated by reference from the Company's Registration Statement
         on Form S-18 filed on August 7, 1981 (File No. 2-73587-C).
(2)      Incorporated by reference from the Company's Report on Form 10-Q for
         the quarter ended August 31, 1983.


                                     -12-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB


(3)      Incorporated by reference from the Company's Annual Report on Form
         10-K for the year ended February 28, 1985.
(4)      Incorporated by reference from the Company's Report on Form 10-Q for
         the quarter ended November 30, 1985.
(5)      Incorporated by reference from the Company's Registration Statement
         on Form S-1 (File No. 33-5471).
(6)      Incorporated by reference from the Company's Report on Form 10-Q for
         the quarter ended May 31, 1986.
(7)      Incorporated by reference from the Company's Annual Report on Form
         10-K for the Fiscal Year ended February 28, 1987.
(8)      Incorporated by reference from the Company's Annual Report on Form
         10-K for the Fiscal Year ended February 28, 1990.
(9)      Incorporated by reference from the Company's Annual Report on Form
         10-K for the Fiscal Year ended February 28, 1993.
(10)     Incorporated by reference from the Company's Annual Report on Form
         10-K for the Fiscal Year ended February 28, 1994.
(11)     Incorporated by reference from the Company's Report on Form 10-Q for
         the quarter ended May 31, 1994.
(12)     Incorporated by reference from the Company's Report on Form 10-Q for
         the quarter ended August 31, 1994.
(13)     Incorporated by reference from the Company's Proxy Statement for its
         1997 Annual Meeting of Stockholders
- --------------------




                                     -13-

<PAGE>


                            Bio-logic Systems Corp.
                                  Form 10Q-SB

                                  Signatures

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



         Date: January 14, 1998                 By:  /s/ Gabriel Raviv
                                                     -----------------
                                                     Gabriel Raviv, President


         Date: January 14, 1998                 By:  /s/ William K. Roenitz
                                                     ----------------------
                                                     William K. Roenitz,
                                                     Controller and Treasurer




                                     -15-




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-28-1998
<PERIOD-END>                               NOV-30-1997
<CASH>                                      $3,130,184
<SECURITIES>                                 1,500,396
<RECEIVABLES>                                4,384,271
<ALLOWANCES>                                   204,531
<INVENTORY>                                  3,349,287
<CURRENT-ASSETS>                            12,700,738
<PP&E>                                       4,593,535
<DEPRECIATION>                               2,756,978
<TOTAL-ASSETS>                              15,482,526
<CURRENT-LIABILITIES>                        2,602,118
<BONDS>                                        594,734
                                0
                                          0
<COMMON>                                        39,823
<OTHER-SE>                                  12,039,507
<TOTAL-LIABILITY-AND-EQUITY>                15,482,526
<SALES>                                     13,304,511
<TOTAL-REVENUES>                            13,304,511
<CGS>                                        4,258,481
<TOTAL-COSTS>                                4,258,481
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                72,000
<INTEREST-EXPENSE>                              32,889
<INCOME-PRETAX>                              1,169,660
<INCOME-TAX>                                   375,563
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   794,097
<EPS-PRIMARY>                                    $0.19
<EPS-DILUTED>                                    $0.19
        

</TABLE>


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