SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number 333-36429
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<S> <C>
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)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO
As of December 31, 1998, 4,503,176 Common Shares of the registrant were
outstanding.
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PAGE NUMBER
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
(Unaudited):
Consolidated Balance Sheets as of September 30, 1998 and
December 31, 1998 3
Consolidated Statements of Income for the Three Months 4
ended December 31, 1997 and 1998
Consolidated Statements of Cash Flows for the Three 5
Months Ended December 31, 1997 and 1998
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition 7
and Results of Operations
PART II OTHER INFORMATION 9
Item 1 - Legal Proceedings 9
Item 2 - Changes in Securities and Use of Proceeds 9
Item 6 - Exhibits and Reports on Form 8-K 9
SIGNATURES 11
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<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
<S> <C> <C>
September 30, December 31,
1998 1998
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,208 $ 437
Accounts receivable, net 3,045 2,862
Inventories 1,881 1,903
Other current assets 60 72
Deferred income taxes 169 169
------------- ------------
Total Current Assets 6,363 5,443
Goodwill, less accumulated amortization of $62 and $90 1,134 1,107
Other assets 232 233
Property and equipment:
Land and improvements 171 171
Buildings and improvements 8,355 8,355
Machinery and equipment 7,463 7,626
Office furniture and fixtures 1,074 1,094
Construction in process 1,464 2,329
------------- ------------
18,527 19,575
Less accumulated depreciation (3,976) (4,225)
------------- ------------
14,551 15,350
------------- ------------
Total Assets $22,280 $22,133
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,941 $1,064
Income taxes payable 156 37
Accrued expenses 352 316
Customer advances 319 382
Current portion of long-term debt 308 293
Lines of credit --- 950
------------- ------------
Total current liabilities 3,076 3,042
Long-term debt, less current portion 1,124 1,067
Deferred income taxes 1,236 1,186
Convertible Preferred Shares:
1,000,000 shares authorized;
no shares issued and outstanding -- --
Shareholders equity:
Common Shares: 19,000,000 shares
authorized; 4,495,319 and 4,503,176
shares issued and outstanding 996 998
Additional paid-in capital 10,468 10,473
Retained earnings 5,390 5,384
Accumulated other comprehensive income-
Currency translation adjustment (10) (17)
------------- ------------
Total shareholders' equity 16,844 16,838
------------- ------------
Total liabilities and shareholders' equity $22,280 $22,133
============= ============
<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.
</TABLE>
<PAGE>
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<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Unaudited)
<S> <C> <C>
Three Months Three Months
Ended Dec 31, Ended Dec 31,
1997 1998
-------------- --------------
Product revenue $ 2,642 $ 2,295
Services revenue 1,688 2,303
-------------- --------------
Total revenue 4,330 4,598
Cost of product revenue 950 947
Cost of services revenue 897 1,555
-------------- --------------
Total cost of revenue 1,847 2,502
Gross profit 2,483 2,096
Operating expenses:
Selling 1,071 1,017
Research and development 476 481
General and administrative 612 580
-------------- --------------
Total Operating Expenses 2,159 2,078
-------------- --------------
Operating income 324 18
Interest income 15 5
Interest expense (22) (41)
Other income 3 10
Gain (loss) on sale of property and
equipment 28 (2)
-------------- --------------
Income (loss) before income taxes 348 (10)
Income taxes 152 (4)
-------------- --------------
Net income (loss) $ 196 $ (6)
============== ==============
Basic net income per common share $ .06 $ .00
Diluted net income per common and
common equivalent share $ .05 $ .00
Basic weighted average common shares
outstanding 3,070,505 4,496,094
Diluted weighted average common and
common equivalent shares outstanding 3,746,756 4,629,952
<FN>
See accompanying notes.
</TABLE>
<PAGE>
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<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<S> <C> <C>
Three Months Three Months
Ended Dec 31, Ended Dec 31,
1997 1998
-------------- --------------
Operating activities:
Net income (loss) $ 196 $ (6)
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 156 277
Deferred income taxes (57) (51)
Changes in operating assets and liabilities:
Accounts receivable 255 183
Inventories (20) (23)
Other assets 56 (13)
Accounts payable (96) (876)
Income taxes payable (29) (119)
Accrued expenses and customer advances -- 27
-------------- --------------
Net cash provided (used) by operating activities 461 (601)
Investing activities:
Capital expenditures (850) (1,049)
Payments for purchase of net assets of Vetronics, Inc. net of cash
acquired (176) --
-------------- --------------
Net cash used by investing activities (1,026) (1,048)
Financing activities:
Payments of long-term debt (4,759) (73)
Borrowings on lines of credit 860 950
Payments on lines of credit (1,498) --
Net proceeds from initial public offering 9,423 --
Net proceeds from the exercise of stock options 53 7
Other (8) (6)
-------------- --------------
Net cash provided by financing activities 4,071 878
-------------- --------------
Net increase (decrease) in cash and cash equivalents 3,506 (771)
Cash and cash equivalents at beginning of period 161 1,208
-------------- --------------
Cash and cash equivalents at end of period $ 3,667 $ 437
============== ==============
<FN>
See accompanying notes.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF THE BUSINESS
Bioanalytical Systems, Inc. and its subsidiaries (the "Company") manufacture
scientific instruments for use in the determination of trace amounts of organic
compounds in biological, environmental and industrial materials. The Company
sells its equipment and software for use in industrial, governmental and
academic laboratories. The Company also engages in laboratory services,
consulting and research related to analytical chemistry and chemical
instrumentation. The Company's customers are located in the United States and
throughout the world.
(2) RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes
standards for reporting and display of comprehensive income in the financial
statements. SFAS 130 is effective for fiscal years beginning after December 15,
1997. The Company has adopted SFAS 130 effective October 1, 1998.
(3) INTERIM FINANCIAL STATEMENTS PRESENTATION
The accompanying interim financial statements are unaudited and have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements,
and therefore these consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements, and
the notes thereto, for the fiscal year ended September 30, 1998. In the opinion
of management, the consolidated financial statements for the three month periods
ended December 31, 1997 and 1998 include all normal and recurring adjustments
which are necessary for a fair presentation of the results of the interim
periods. The results of operations for the three month period ended December 31,
1998 are not necessarily indicative of the results for the fiscal year ending
September 30, 1999.
(4) INVENTORIES
Inventories consisted of (in thousands):
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<S> <C> <C>
September 30, 1998 December 31, 1998
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Raw materials $ 966 $ 978
Work in progress 317 320
Finished goods 677 685
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1,960 1,983
LIFO reserve (79) (80)
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Total LIFO cost $1,881 $1,903
================== =================
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(5) DEBT
The Company has a bank line of credit agreement which expires March 1, 1999
and allows borrowings of up to $7,500,000. Interest is charged at the prime rate
(7.75% at December 31, 1998). As of December 31, 1998 $950,000 was outstanding
on this line of credit. The line is collateralized by inventories and accounts
receivable. The Company is currently in negotiations to refinance its bank line
of credit, although there can be no assurance that the Company will be
successful in this regard.
<PAGE>
(6) LITIGATION
In April 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action
against the Company in the United States District Court for the District of New
Jersey in which CMA alleged that the Company's microdialysis probes infringe
U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied
infringement and in which it asserted that the patent on which CMA relies is
invalid. The matter is now awaiting a trial date. Although an estimate of the
possible loss has not been made, management intends to continue a vigorous
defense of CMA's claims, and believes that the ultimate outcome of this matter
will not have a material adverse effect on the Company's financial condition or
results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Form 10-Q may contain "forward-looking statements," within the meaning
of Section 27A of the Securities Act of 1933, as amended, and/or Section 21E of
the Securities Exchange Act of 1934, as amended. Those statements may include,
but are not limited to, discussions regarding the Company's intent, belief or
current expectations with respect to (i) the Company's strategic plans; (ii) the
Company's future profitability; (iii) the Company's capital requirements; (iv)
industry trends affecting the Company's financial condition or results of
operations; (v) the Company's sales or marketing plans; or (vi) the Company's
growth strategy. Investors in the Company's Common Shares are cautioned that
reliance on any forward-looking statement involves risks and uncertainties,
including the risk factors contained in the Company's Registration Statement on
Form S-1, File No. 333-36429. Although the Company believes that the assumptions
on which the forward-looking statements contained herein are reasonable, any of
those assumptions could prove to be inaccurate, and as a result, the
forward-looking statements based upon those assumptions also could be incorrect.
In light of the uncertainties inherent in any forward-looking statement, the
inclusion of a forward-looking statement herein should not be regarded as a
representation by the Company that the Company's plans and objectives will be
achieved.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1997
Total revenue for the three months ended December 31, 1998 increased 6.2%
to approximately $4.6 million from approximately $4.3 million for the three
months ended December 31, 1997. The net increase of approximately $ 300,000 was
primarily due to increased revenue from services, which increased to
approximately $2.3 million in the three months ended December 31, 1998 from
approximately $1.7 million for the three months ended December 31, 1997 as a
result of the expansion of types and volume of services provided by the Company.
During this same period, product revenue decreased to approximately $2.3million
for the three months ended December 31, 1998 from approximately $2.6 million for
the three months ended December 31, 1997 primarily as a result of the negative
impact of reduced sales in Asia due to the currency situation with countries in
that region.
Total cost of revenue for the three months ended December 31, 1998
increased 35.5% to approximately $2.5 million from approximately $1.8 million
for the three months ended December 31, 1997. This increase of approximately
$700,000 was primarily due to the additional cost of revenue related to the
services unit acquired in the UK on July 1, 1998. Cost of product revenue
increased to approximately 41.3% as a percentage of product revenue for the
three months ended December 31, 1998 from approximately 36.0% of product revenue
for the three months ended December 31, 1997, primarily due to a change in
product mix. Cost of services revenue increased to approximately 67.5% as a
percentage of services revenue for the three months ended December 31, 1998 from
approximately 53.1% of services revenue for the three months ended December 31,
1997 primarily due to an increase in the level of services staffing.
<PAGE>
Selling expenses for the three months ended December 31, 1998 decreased
5.0% to approximately $1,017,000 from approximately $1,071,000 for the three
months ended December 31, 1997 primarily due to reduced distributor commissions.
Research and development expenses for the three months ended December 31, 1998
increased 1.1% to approximately $ 481,000 from approximately $476,000 for the
three months ended December 31, 1997 primarily due to the acceleration of
product development. General and administrative expenses for the three months
ended December 31, 1998 decreased 5.2% to approximately $580,000 from
approximately $612,000 for the three months ended December 31, 1997, primarily
as a result of reduced expenses related to the Company's defense of a patent
infringement suit.
Other income (expense), net, was approximately $(28,000) in the three
months ended December 31, 1998, as compared to approximately $24,000 in the
three months ended December 31, 1997.
The Company's effective tax rate for the three months ended December 31,
1998 was 40.0% as compared to 43.7% for the three months ended December 31,
1997.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Company had cash and cash equivalents of
approximately $437,000 compared to cash and cash equivalents of approximately
$1,208,000 at September 30, 1998. The decrease in cash resulted primarily from
the Company's increase in capital expenditures.
The Company's net cash provided (used) by operating activities was
approximately $(601,000) for the three months ended December 31, 1998 as
compared to approximately $461,000 for the first three months of fiscal 1998.
The negative cash flow from operations during the three months ended December
31, 1998 was partially the result of a net loss of approximately $18,000 offset
by non-cash charges of approximately $238,000 plus a net change of approximately
$(821,000) in operating assets and liabilities. The most significant decrease in
operating liabilities related to accounts payable, which decreased to
approximately $1,064,000 at December 31, 1998 from approximately $1,941,000 at
September 30, 1998.
Cash used by investing activities increased to approximately $1,048,000 for
the three months ended December 31, 1998 from approximately $1,026,000 for the
three months ended December 31, 1997, primarily as a result of the Company's
move toward completion of construction of certain additional facilities. Cash
provided by financing activities for the three months ended December 31, 1998
was approximately $878,000 primarily due to the increase of debt.
Total expenditures by the Company for property and equipment were
approximately $1,026,000 and $1,048,000 for the three months ended December 31,
1997 and 1998, respectively. Expenditures made in connection with the expansion
of the Company's operating facilities and purchases of laboratory equipment
account for the largest portions of these expenditures. The Company anticipates
increased levels of capital expenditures during the remainder of fiscal 1999 in
connection with the renovation and construction of additional facilities and the
purchase of additional laboratory equipment. The Company, however, currently has
no firm commitments for capital expenditures other than in connection with the
expansion of the Company's facilities. The Company also expects to make other
investments to expand its operations through internal growth and, as attractive
opportunities arise, through strategic acquisitions, alliances and joint
ventures.
Based on its current business activities, the Company believes that cash
generated from its operations and amounts available under its existing bank
lines of credit will be sufficient to fund its anticipated working capital and
capital expenditure requirements.
The Company has a $7.5 million bank line of credit agreement, which expires
on March 1, 1999. Interest is charged at the prime rate (7.75% at December 31,
1998). As of December 31, 1998 $950,000 was outstanding on this line of credit.
The line is collateralized by substantially all inventories and accounts
receivable of the Company.
<PAGE>
EFFECT OF NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes
standards for reporting and display of comprehensive income in the financial
statements. SFAS 130 is effective for fiscal years beginning after December 15,
1997. The Company has adopted SFAS 130 effective October 1, 1998.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In April, 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action
against the Company in the United States District Court for the District of New
Jersey in which CMA alleged that the Company's microdialysis probes infringe
U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied
infringement and asserted that the patent on which CMA relies is invalid. Sales
of the product in question accounted for less than one percent of the Company's
revenues in fiscal 1998 and for the first quarter of fiscal 1999. The matter is
now awaiting a trial date. Management intends to continue a vigorous defense
against CMA's claims, and believes that the ultimate outcome of this matter will
not have a material adverse effect on the Company's financial condition or
results of operations. However, legal expenses associated with the defense of
this suit have had and will continue to have an adverse effect on earnings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In the first quarter of fiscal 1999, the Company issued an aggregate of
7,857 Common Shares to certain employees and members of the Company's Board of
Directors upon the exercise of stock options for an aggregate purchase price of
$7,275.62. The issuance of these Common Shares was exempt from registration
under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof
and Rule 701 of the Securities and Exchange Commission (the "SEC").
On November 24, 1997, the SEC declared effective the Company's Registration
Statement on Form S-1, File Number 333-36429. Item 5 of Part II of the Company's
Form 10-K for the period ended September 30, 1998 set forth information
regarding the net proceeds received by the Company from the offering pursuant to
such registration statement and the Company's use of such proceeds. The
information below reflects changes since such disclosure.
The net proceeds received by the Company from the offering were $9,362,000
after deducting expenses paid by the Company of $1,438,000, consisting of
$756,000 for underwriting discounts and commissions and $682,000 for legal,
accounting and printing fees. As of December 31, 1998, the Company had used all
of the net proceeds from the offering to repay indebtedness and fund operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical
Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No.
000-23357).
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by
reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357).
4.1 Specimen Certificate for Common Shares (Incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429).
10.1 Form of Employee Confidentiality Agreement (Incorporated by reference
to Exhibit 10.1 to Registration Statement on Form S-1, Registration No.
333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option
Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10.4 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration
Statement on Form S-1, Registration No. 333-36429).
<PAGE>
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: February 14, 1999
By /s/ DOUGLAS P. WIETEN
Douglas P. Wieten
Chief Financial Officer, Treasurer and Controller
(Principal Financial and Accounting Officer)
Date: February 14, 1999
<PAGE>
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BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
<S> <C> <C>
Number Assigned in
Regulation S-K
Item 601 Exhibit Number Description of Exhibit
- ------------------ -------------- ----------------------
(2) No Exhibit.
(3) 3.1 Second Amended and Restated Articles of Incorporation of
Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit
3.1 to Form 10-Q, File No. 000-23357)
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated
by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357).
(4) 4.1 Specimen Certificate for Common Shares (Incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration No.
333-36429)
4.2 See Exhibits 3.1 and 3.2
(10) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference
to Exhibit 10.1 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option
Agreement (Incorporated by reference to Exhibit 10.3 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option
Plan (Incorporated by reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.5 to
Registration Statement on Form S-1, Registration No. 333-36429).
10.6 Security Agreement by and between Bioanalytical Systems, Inc. and
Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by
reference to Exhibit 10.17 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.7 Master Lease Agreement by and between Bioanalytical Systems, Inc. and
Bank One Leasing Corporation dated November 9, 1994 (Incorporated by
reference to Exhibit 10.18 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.8 Financing Lease by and between Bioanalytical Systems, Inc. and Bank
One Leasing Corporation, dated November 9, 1994 (Incorporated by
Reference to Exhibit 10.19 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.9 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank
One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference
to Exhibit 10.24 to Registration Statement on Form S-1, Registration
No. 333-36429).
<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>
<PAGE>
Statement Regarding Computation of Per share Earnings
(Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended Three Months Ended
December 31, 1997 December 31, 1998
------------------ -------------------
Basic
Average Common Shares outstanding 3,071 4,496
Net income (loss) $ 196 $ (6)
Per Share Amount $ .06 $ .00
Diluted
Average Common Shares outstanding 3,071 4,496
Net effect of dilutive
stock options based
on the treasury stock
method using the average
market price 226 134
Assumed conversion of
Preferred Shares 450 -0-
Total 3,747 4,630
Net income (loss) $ 196 $ (6)
Per share amount $ .05 $ .00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule
This schedule contains summary financial information extracted from the
Bioanalytical Systems, Inc. consolidated financial statements contained in the
company's annual report on Form 10-K and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CAPTION>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 437
<SECURITIES> 0
<RECEIVABLES> 2,862
<ALLOWANCES> 0
<INVENTORY> 1,903
<CURRENT-ASSETS> 5,443
<PP&E> 19,575
<DEPRECIATION> 4,225
<TOTAL-ASSETS> 22,133
<CURRENT-LIABILITIES> 3,042
<BONDS> 0
0
0
<COMMON> 998
<OTHER-SE> 15,840
<TOTAL-LIABILITY-AND-EQUITY> 22,133
<SALES> 2,295
<TOTAL-REVENUES> 4,598
<CGS> 947
<TOTAL-COSTS> 2,502
<OTHER-EXPENSES> 2,078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 41
<INCOME-PRETAX> (10)
<INCOME-TAX> (4)
<INCOME-CONTINUING> (6)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
