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 March 31, 1999
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 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)
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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 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 March 31, 1999, 4,507,893 Common Shares of the registrant were
outstanding.
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PAGE NUMBER
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
(Unaudited):
Consolidated Balance Sheets as of September 30, 1998 and
March 31, 1999 4
Consolidated Statements of Income for the Three Months 7
and Six Months ended March 31, 1998 and 1999
Consolidated Statements of Cash Flows for the Six Months 9
Ended March 31, 1998 and 1999
Notes to Consolidated Financial Statements 12
Item 2 - Management's Discussion and 12
Analysis of Financial Condition and
Results of Operations
Item 3 - Quantitative and Qualitative
Disclosures About Market Risk
PART II OTHER INFORMATION 15
Item 1 - Legal Proceedings 15
Item 2 - Changes in Securities and Use 15
of Proceeds
Item 4 - Submission of Matters to a 16
Vote of Security Holders
Item 6 - Exhibits and Reports on Form 16
8-K
SIGNATURES 19
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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September 30, March 31,
1998 1999
(See Note) (Unaudited)
---------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,208 $ 854
Accounts receivable, net 3,045 3,223
Inventories 1,881 1,927
Other current assets 60 116
Deferred income taxes 169 169
-------- --------
Total Current Assets 6,363 6,289
Goodwill, less accumulated amortization of $62 and $108 1,134 1,089
Other assets 232 221
Property and equipment:
Land and improvements 171 171
Buildings and improvements 8,355 11,349
Machinery and equipment 7,463 7,943
Office furniture and fixtures 1,074 1,216
Construction in process 1,464 136
-------- --------
18,527 20,815
Less accumulated depreciation (3,976) (4,464)
-------- --------
14,551 16,351
-------- --------
Total Assets $22,280 $23,950
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,941 $ 1,333
Income taxes payable 156 74
Accrued expenses 352 264
Customer advances 319 265
Current portion of long-term debt 308 269
Lines of credit --- 2,350
-------- --------
Total current liabilities 3,076 4,555
Long-term debt, less current portion 1,124 1,032
Deferred income taxes 1,236 1,322
Shareholders' equity:
Common Shares: 19,000,000 shares
authorized; 4,495,319 and 4,507,893
shares issued and outstanding 996 999
Additional paid-in capital 10,468 10,479
Retained earnings 5,390 5,584
Accumulated other comprehensive income-
Currency translation adjustment (10) (21)
-------- --------
Total shareholders' equity 16,844 17,041
-------- --------
Total liabilities and shareholders' equity $22,280 $23,950
======== ========
<FN>
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.
</FN>
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
(Unaudited)
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Three Months Three Months Six Months Six Months
Ended Mar 31, Ended Mar 31, Ended Mar 31, Ended Mar 31,
1998 1999 1998 1999
-------- ------- ------- -------
Product revenue $ 2,859 $2,329 $5,501 $4,624
Services revenue 1,591 2,728 3,279 5,031
-------- ------- ------- -------
Total revenue 4,450 5,057 8,780 9,655
Cost of product revenue 930 876 1,879 1,823
Cost of services revenue 970 1,644 1,867 3,199
-------- ------- ------- -------
Total cost of revenue 1,900 2,520 3,746 5,022
Gross profit 2,550 2,537 5,034 4,633
Operating expenses:
Selling 1,100 924 2,171 1,941
Research and development 598 554 1,074 1,035
General and administrative 525 719 1,137 1,299
-------- ------- ------- -------
Total Operating Expenses 2,223 2,197 4,382 4,275
-------- ------- ------- -------
Operating income 327 340 652 358
Interest income 35 2 50 7
Interest expense (16) (24) (38) (65)
Other income (13) 38 (10) 48
Gain (loss) on sale of property and
equipment 17 (2) 44 (4)
-------- ------- ------- -------
Income before income taxes 350 354 698 344
Income taxes 119 154 271 150
-------- ------- ------- -------
Net income $ 231 $ 200 $ 427 $ 194
======== ======= ======= =======
Basic net income per common share $ .05 $ .04 $ .11 $ .04
Diluted net income per common and common $ .05 $ .04 $ .10 $ .04
equivalent share
Basic weighted average common shares 4,444,016 4,506,423 3,749,714 4,501,202
outstanding
Diluted weighted average common and common 4,598,848 4,695,633 4,168,120 4,662,432
equivalent shares outstanding
<FN>
See accompanying notes.
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Six Months Six Months
Ended Mar 31, Ended Mar 31,
Operating activities: 1998 1999
------- -------
Net income $ 427 $ 194
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization 361 533
Deferred income taxes 50 86
Changes in operating assets and liabilities:
Accounts receivable 44 (177)
Inventories (193) (47)
Other assets 110 (46)
Accounts payable (54) (607)
Income taxes payable (17) (81)
Accrued expenses and customer advances 12 (142)
------- -------
Net cash provided (used) by operating activities 740 (287)
Investing activities:
Capital expenditures (1,397) (2,288)
Payments for purchase of net assets of Vetronics, Inc. net of cash
acquired (326) ---
------- -------
Net cash used by investing activities (1,723) (2,288)
Financing activities:
Payments of long-term debt (4,984) (132)
Borrowings on lines of credit 860 2,350
Payments on lines of credit (1,573) ---
Net proceeds from initial public offering 9,362 ---
Net proceeds from the exercise of stock options 157 14
Other (15) (11)
------- -------
Net cash provided by financing activities 3,807 2,221
------- -------
Net increase (decrease) in cash and cash equivalents 2,824 (354)
Cash and cash equivalents at beginning of period 161 1,208
------- -------
Cash and cash equivalents at end of period $2,985 $ 854
======= =======
<FN>
See accompanying notes.
</FN>
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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) 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 interim 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, 1998. In the opinion of
management, the consolidated financial statements for the three month periods
and the six month periods ended March 31, 1998 and 1999 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 six month period ended March 31, 1999 are not necessarily indicative of the
results for the year ending September 30, 1999.
(4) INVENTORIES
Inventories consisted of (in thousands):
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September 30, 1998 March 31, 1999
------------------ ---------------
Raw materials $ 966 $ 989
Work in progress 317 324
Finished goods 677 694
------- -------
1,960 2,007
LIFO reserve (79) (80)
------- -------
Total LIFO cost $1,881 $1,927
======= =======
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(5) DEBT
The Company has a bank line of credit agreement which expires April 1, 2000
and allows borrowings of up to $3,500,000. Interest is charged at the prime rate
( 7.75% at March 31, 1999). As of March 31, 1999 $2,350,000 was outstanding on
this line of credit. The line is collateralized by inventories and accounts
receivable. The Company has an additional bank line of credit agreement which
expires April 1, 2000 and allows borrowings of up to $4,000,000. Interest is
charged at the prime rate ( 7.75% at March 31, 1999). This line of credit was
unused at March 31, 1999.
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(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
result 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 based 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 MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1998
Total revenue for the three months ended March 31, 1999 increased 13.6% to
approximately $5.1 million from approximately $4.5 million for the three months
ended March 31, 1998. The net increase of approximately $600,000 was primarily
due to increased revenue from services, which increased to approximately $2.7
million in the three months ended March 31, 1999 from approximately $1.6 million
for the three months ended March 31, 1998 as a result of the expansion of the
types and volume of services provided by the Company. Product revenue decreased
to approximately $2.3 million for the three months ended March 31, 1999 from
approximately $2.9 million for the three months ended March 31, 1998, primarily
as a result of the negative impact of reduced sales in Asia due to the currency
situation.
Total cost of revenue for the three months ended March 31, 1999 increased
32.6% to approximately $2.5 million from approximately $1.9 million for the
three months ended March 31, 1998. This increase of approximately $600,000 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 37.6%
as a percentage of product revenue for the three months ended March 31, 1999
from 32.5% of product revenue for the three months ended March 31, 1998,
primarily due to a change in product mix. Cost of services revenue decreased to
approximately 60.3% as a percentage of services revenue for the three months
ended March 31, 1999 from approximately 61.0% of services revenue for the three
months ended March 31, 1998 primarily due to an increase in the level of
services efficiency.
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Selling expenses for the three months ended March 31, 1999 decreased 16.0%
to approximately $924,000 from approximately $1,100,000 for the three months
ended March 31, 1998 primarily due to reduced distributor commissions. Research
and development expenses for the three months ended March 31, 1999 decreased
7.4% to approximately $ 554,000 from approximately $598,000 for the three months
ended March 31, 1998 primarily due to the expiration of certain grant projects.
General and administrative expenses for the three months ended March 31, 1999
increased 37.0% to approximately $719,000 from approximately $525,000 for the
three months ended March 31, 1998, primarily as a result of increased expenses
related to the Company's efforts to address potential Y2K exposure.
Other income (expense), net, was approximately $14,000 in the three months
ended March 31, 1999, as compared to approximately $23,000 in the three months
ended March 31, 1998.
The Company's effective tax rate for the three months ended March 31, 1999
was 43.5% as compared to 34.0% for the three months ended March 31, 1998. The
lower rate for the six months ended March 31, 1998 was due in part to improving
profitability from operations in the United Kingdom.
SIX MONTHS ENDED MARCH 31, 1999 COMPARED WITH SIX MONTHS ENDED MARCH 31, 1998
Total revenue for the six months ended March 31, 1999 increased 10.0% to
approximately $9.7 million from approximately $8.8 million for the six months
ended March 31, 1998. The net increase of approximately $900,000 was primarily
due to increased revenue from services, which increased to approximately $5.0
million in the six months ended March 31, 1999 from approximately $3.3 million
for the six months ended March 31, 1998 as a result of the expansion of types
and volume of services provided by the Company. Product revenue decreased to
approximately $4.6 million for the six months ended March 31, 1999 from
approximately $5.5 million for the six months ended March 31, 1998 primarily as
a result of the negative impact of reduced sales in Asia due to the currency
situation.
Total cost of revenue for the six months ended March 31, 1999 increased
34.0% to approximately $5.0 million from approximately $3.7 million for the six
months ended March 31, 1998. This increase of approximately $1.3 million 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 39.4%
as a percentage of product revenue for the six months ended March 31, 1999 from
34.2% of product revenue for the six months ended March 31, 1998, primarily due
to a change in product mix. Cost of services revenue increased to approximately
63.6% as a percentage of services revenue for the six months ended March 31,
1999 from approximately 56.9% of services revenue for the six months ended March
31, 1998 primarily due to an increase in the level of services staffing.
Selling expenses for the six months ended March 31, 1999 decreased 10.6% to
approximately $1,941,000 from approximately $2,171,000 for the six months ended
March 31, 1998 primarily due to reduced distributor commissions. Research and
development expenses for the six months ended March 31, 1999 decreased 3.6% to
approximately $1,035,000 from approximately $1,074,000 for the six months ended
March 31, 1998 primarily due to the expiration of certain grant projects.
General and administrative expenses for the six months ended March 31, 1999
increased 14.2% to approximately $1,299,000 from approximately $1,137,000 for
the six months ended March 31, 1998, primarily as a result of increased expenses
related to the Company's efforts to address potential Y2K exposure.
Other income (expense), net, was approximately $(14,000) in the six months
ended March 31, 1999, as compared to approximately $46,000 in the six months
ended March 31, 1998 as a result of a reduction in net interest income due to
the decrease in cash and cash equivalents.
The Company's effective tax rate for the six months ended March 31, 1999
was 43.6% as compared to 38.8% for the six months ended March 31, 1998. The
lower rate for the six months ended March 31, 1998 was due in part to improving
profitability from operations in the United Kingdom.
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LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company had cash and cash equivalents of
approximately $854,000 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 $(287,000) for the six months ended March 31, 1999 as compared to
approximately $740,000 for the first six months of fiscal 1998. The negative
cash flow from operations during the six months ended March 31, 1999 was
partially the result of net income of approximately $194,000 plus non-cash
charges of approximately $619,000 offset by a net change of approximately
$(1,100,000) in operating assets and liabilities. The most significant decrease
in operating liabilities related to accounts payable, which decreased to
approximately $1,333,000 at March 31, 1999 from approximately $1,941,000 at
September 30, 1998.
Cash used by investing activities increased to approximately $2,288,000 for
the six months ended March 31, 1999 from approximately $1,723,000 for the six
months ended March 31, 1998, primarily as a result of the Company's move toward
completion of construction of certain additional facilities. Cash provided by
financing activities for the six months ended March 31, 1999 was approximately
$2,221,000 primarily due to the increase of debt.
Total expenditures by the Company for property and equipment were
approximately $2,288,000 and $1,397,000 for the six months ended March 31, 1999
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
decreased 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 currently has no firm
commitments for capital expenditures other than in connection with the expansion
of the Company's facilities. The Company 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
relationships will be sufficient to fund its anticipated working capital and
capital expenditure requirements.
The Company has a $3.5 million bank line of credit agreement, which expires
on April 1, 2000. Interest is charged at the prime rate (7.75% at March 31,
1999). As of March 31, 1999, $2,350,000 was outstanding on this line of credit.
The line is collateralized by substantially all inventories and accounts
receivable of the Company. The Company has an additional bank line of credit
agreement which expires April 1, 2000 and allows borrowings of up to $4 million.
Interest is charged at the prime rate ( 7.75% at March 31, 1999). This line of
credit was unused at March 31, 1999.
YEAR 2000
The Company undertook in fiscal 1998 to identify those information
technology and other systems which may not be Year 2000 compliant. The Company
has identified that its primary computer hardware and software systems will
require modifications, and the Company has developed and commenced
implementation of a plan to modify such systems to recognize the Year 2000.
Management currently expects this project to be substantially complete by the
summer of 1999, and management estimates that the project will involve capital
expenditures (excluding normal system upgrades and replacements) of less than
$75,000. Management has initiated discussions with significant suppliers,
customers and financial institutions to ensure that those parties have
appropriate plans to remediate Year 2000 issues where their systems interface
with the Company's systems or otherwise impact its operations. The Company is
also assessing the extent to which its operations are vulnerable should those
organizations fail to properly remediate their computer systems. The cost of the
Year 2000 initiatives in the aggregate is not expected to be material to the
Company's results of operations or financial position.
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
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 two quarters 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 may continue to have an adverse effect on
earnings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In the second quarter of fiscal 1999, the Company issued an aggregate of
4,717 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
$6,697.53. 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").
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).
<PAGE>
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.
<PAGE>
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: May 14, 1999
By /s/ DOUGLAS P. WIETEN
- ---------------------------
Douglas P. Wieten
Vice President of Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: May 14, 1999
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BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
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Number Assigned in Exhibit Number Description of Exhibit
Regulation S-K
Item 601
(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).
<PAGE>
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>
Statement Regarding Computation of Per share Earnings
(Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
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Three Months Ended Three Months Ended Six Months Ended Six Months Ended
March 31, 1998 March 31, 1999 March 31, 1998 March 31, 1999
------------------ ------------------- ---------------- ----------------
Basic
Average Common Shares outstanding 4,444 4,507 3,750 4,501
Net income $ 231 $ 200 $ 427 $ 194
Per Share Amount $ .05 $ .04 $ .11 $ .04
Diluted
Average Common Shares outstanding 4,444 4,507 3,750 4,501
Net effect of dilutive
stock options based
on the treasury stock
method using the average
market price 155 189 191 161
Assumed conversion of
Preferred Shares --- --- 227 ---
Total 4,599 4,696 4,168 4,662
Net income $ 231 $ 200 $ 427 $ 194
Per share amount $ .05 $ .04 $ .10 $ .04
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1999
<PERIOD-START> JAN-01-1999 OCT-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1999
<CASH> 854 854
<SECURITIES> 0 0
<RECEIVABLES> 3,223 3,223
<ALLOWANCES> 0 0
<INVENTORY> 1,927 1,927
<CURRENT-ASSETS> 6,289 6,289
<PP&E> 20,815 20,815
<DEPRECIATION> 4,464 4,464
<TOTAL-ASSETS> 23,950 23,950
<CURRENT-LIABILITIES> 4,555 4,555
<BONDS> 0 0
0 0
0 0
<COMMON> 999 999
<OTHER-SE> 16,042 16,042
<TOTAL-LIABILITY-AND-EQUITY> 23,950 23,950
<SALES> 2,329 4,624
<TOTAL-REVENUES> 5,057 9,655
<CGS> 876 1,823
<TOTAL-COSTS> 2,520 5,022
<OTHER-EXPENSES> 2,197 4,275
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 24 65
<INCOME-PRETAX> 354 344
<INCOME-TAX> 154 150
<INCOME-CONTINUING> 200 194
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 200 194
<EPS-PRIMARY> .04 .04
<EPS-DILUTED> .04 .04
</TABLE>
