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
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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
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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.
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PAGE
NUMBER
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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
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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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
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<FN>
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.
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Unaudited)
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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
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<FN>
See accompanying notes.
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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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
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<FN>
See accompanying notes.
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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):
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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
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(4) NET INCOME PER COMMON SHARE
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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
<PAGE>
<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
<S> <C> <C>
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
- ------------------------ ------------------------------------------------------------------------
</TABLE>
EXHIBIT 11.1
Exhibit 11 - Statement Re: Computation of Per share Earnings
<TABLE>
<CAPTION>
(Unaudited)
(in thousands except per share data)
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1998 SEP-30-1998
<PERIOD-START> APR-01-1998 OCT-01-1997
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 2656 2656
<SECURITIES> 0 0
<RECEIVABLES> 3196 3196
<ALLOWANCES> 0 0
<INVENTORY> 2117 2117
<CURRENT-ASSETS> 8241 8241
<PP&E> 14886 14886
<DEPRECIATION> 3338 3338
<TOTAL-ASSETS> 20546 20546
<CURRENT-LIABILITIES> 2256 2256
<BONDS> 0 0
0 0
0 0
<COMMON> 994 994
<OTHER-SE> 15977 15977
<TOTAL-LIABILITY-AND-EQUITY> 20546 20546
<SALES> 2481 7982
<TOTAL-REVENUES> 4521 13301
<CGS> 875 2754
<TOTAL-COSTS> 2010 5756
<OTHER-EXPENSES> 2265 6647
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (8) (46)
<INCOME-PRETAX> 254 952
<INCOME-TAX> 124 395
<INCOME-CONTINUING> 130 557
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 130 557
<EPS-PRIMARY> .03 .14
<EPS-DILUTED> .03 .13
</TABLE>
