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, 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
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 executive offices) (Zip code)
(765) 463-4527
- --------------
(Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO
As of December 31, 1999, 4,528,550 Common Shares of the registrant were
outstanding.
1
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Page Number
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited):
Consolidated Balance Sheets as of December 31, 1999
and September 30, 1999 3
Consolidated Statements of Operations for the Three
Months ended December 31, 1999 and 1998 4
Consolidated Statements of Cash Flows for the Three
Months ended December 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10
PART II OTHER INFORMATION
Item 1 - Legal Proceedings 10
Item 4 - Submission of Matter to a Vote of Security Holders 16
Item 2 - Changes in Securities and Use of Proceeds 10
Item 6 - Exhibits and Reports on Form 8-K 10
SIGNATURES 12
2
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, September 30,
1999 1999
------------ -------------
(Unaudited) Note
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .......................................................... $ 597 $ 1,924
Accounts receivable, net ........................................................... 2,678 3,683
Inventories ........................................................................ 1,923 1,791
Other current assets ............................................................... 82 81
Deferred income taxes .............................................................. 242 242
-------- --------
Total Current Assets ........................................................... 5,522 7,721
Property and equipment:
Land and improvements .............................................................. 259 171
Buildings and improvements ......................................................... 13,635 11,638
Machinery and equipment ............................................................ 10,329 9,144
Office furniture and fixtures ...................................................... 1,374 1,319
Construction in process ............................................................ 108 107
-------- --------
25,705 22,379
Less accumulated depreciation ...................................................... (6,667) (5,024)
-------- --------
19,038 17,355
Goodwill, less accumulated amortization of $160 and $143 ........................... 1,036 1,053
Other assets ....................................................................... 173 192
-------- --------
Total Assets ...................................................................... $ 25,769 $ 26,321
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................................. $ 1,188 $ 2,020
Income taxes payable .............................................................. -- 2
Accrued expenses .................................................................. 458 816
Customer advances ................................................................. 403 155
Current portion of capital lease obligation ....................................... 220 220
Current portion of long-term debt ................................................. 237 233
Lines of credit ................................................................... 1,101 --
-------- --------
Total current liabilities ...................................................... 3,607 3,446
Capital lease obligation, less current portion .................................... 850 903
Long-term debt, less current portion .............................................. 3,150 3,209
Deferred income taxes ............................................................. 1,114 1,342
Convertible Preferred Shares:
1,000,000 shares authorized; no shares issued and outstanding ................ -- --
Shareholders' equity:
Common Shares: 19,000,000 shares
authorized; 4,528,550 and 4,514,349 shares issued and outstanding ............ 1,003 1,000
Additional paid-in capital ...................................................... 10,492 10,482
Retained earnings ............................................................... 5,588 5,960
Accumulated other comprehensive income-
Currency translation adjustment ................................................. (35) (21)
-------- --------
Total shareholders' equity ..................................................... 17,048 17,421
-------- --------
Total liabilities and shareholders' equity .................................... $ 25,769 $ 26,321
======== ========
<FN>
The balance sheet at September 30, 1999 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>
</TABLE>
3
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<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
Three Months Three Months
Ended Dec 31, Ended Dec 31,
1999 1998
------------- ------------
<S> <C> <C>
Services revenue ........................................................... $ 2,773 $ 2,303
Product revenue ............................................................ 1,673 2,295
------------ ------------
Total revenue .......................................................... 4,446 4,598
Cost of services revenue ................................................... 2,418 1,555
Cost of product revenue .................................................... 619 947
------------ ------------
Total cost of revenue .................................................. 3,037 2,502
Gross profit ............................................................... 1,409 2,096
Operating expenses:
Selling ................................................................ 804 1,017
Research and development ............................................... 448 481
General and administrative ............................................. 629 580
----------- -----------
Total Operating Expenses .......................................... 1,881 2,078
------------ ------------
Operating income (loss)..................................................... (472) 18
Interest income ............................................................ 12 5
Interest expense ........................................................... (121) (41)
Other income ............................................................... 17 10
Loss on sale of property and equipment ..................................... (8) (2)
------------ ------------
Loss before income taxes ................................................... (572) (10)
Income taxes ............................................................... (200) (4)
----------- -----------
Net Loss ................................................................... $ (372) $ (6)
============ ============
Basic net loss per common share ............................................ $ (.08) $ .00
Diluted net loss per common and common equivalent share .................... $ (.08) $ .00
Basic weighted average common shares outstanding ........................... 4,515,825 4,496,094
Diluted weighted average common and common equivalent shares outstanding.... 4,674,713 4,629,952
<FN>
See accompanying notes.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Three Months
Ended Dec 31, Ended Dec 31,
1999 1998
------------- -------------
<S> <C> <C>
Operating activities:
Net (loss) .................................................................................. $ (372) $ (6)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Depreciation and amortization ............................................................ 338 277
Loss on sale of property and equipment ................................................... 8 --
Deferred income taxes .................................................................... (227) (51)
Changes in operating assets and liabilities:
Accounts receivable .................................................................. 1,218 183
Inventories .......................................................................... (129) (23)
Other assets ......................................................................... 49 (13)
Accounts payable ..................................................................... (997) (876)
Income taxes payable ................................................................. (2) (119)
Accrued expenses and customer advances ............................................... (628) 27
------- -------
Net cash provided (used) by operating activities ............................................. (742) (601)
Investing activities:
Capital expenditures ......................................................................... (408) (1,048)
Payments for purchase of net assets of TPS, Inc. net of cash acquired ........................ (429) --
------- -------
Net cash used by investing activities ........................................................ (837) (1,048)
Financing activities:
Payments of long-term debt ................................................................... (564) (73)
Borrowings on lines of credit ................................................................ 1,101 950
Payments on lines of credit .................................................................. (283) --
Net proceeds from the exercise of stock options .............................................. 13 7
------- -------
Net cash provided by financing activities .................................................... 267 884
Effects of exchange rate changes ............................................................. (15) (6)
------- -------
Net (decrease) in cash and cash equivalents .................................................. (1,327) (771)
Cash and cash equivalents at beginning of period ............................................. 1,924 1,208
------- -------
Cash and cash equivalents at end of period ................................................... $ 597 $ 437
======= =======
<FN>
See accompanying notes.
</FN>
</TABLE>
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF THE BUSINESS
Bioanalytical Systems, Inc. and its subsidiaries (the "Company") engage in
laboratory services, consulting and research related to analytical chemistry and
chemical instrumentation. The Company also manufactures 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'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, 1999. In the opinion of
management, the consolidated financial statements for the three month periods
ended December 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 ended December 31,
1999 are not necessarily indicative of the results for the year ending September
30, 2000.
(3) INVENTORIES
Inventories consisted of (in thousands):
December 31, 1999 September 30, 1999
----------------- ------------------
Raw materials $ 969 $ 1,050
Work in progress 296 253
Finished goods 764 595
------- -------
2,030 1,898
LIFO reserve (107) (107)
------- -------
$ 1,923 $ 1,791
======= =======
6
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(4) DEBT
The Company has a working capital line of credit, which expires April 1,
2000 and allows borrowings of up to $3,500,000. Interest accrues monthly on the
outstanding balance at the bank's prime rate minus 25 basis points (8.25% at
December 31, 1999) or at the London Interbank Offered Rate (LIBOR) plus 2% as
elected by the Company. The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $1,100,000 outstanding on this line of credit at December 31, 1999.
The Company has an acquisition line of credit agreement, which expires April
1, 2000 and allows borrowings of up to $4,000,000. Interest accrues monthly on
the outstanding balance at the bank's prime rate (8.5 % at December 31, 1999).
There was no balance outstanding on this line of credit at December 31, 1999.
On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage with
a bank. The mortgage note requires 59 monthly principal payments of $19,444 plus
interest followed by a final payment for the unpaid principal amount of
$2,352,804 due June 24, 2004. Interest is charged at the one-month LIBOR rate
plus 200 basis points (7.61% at December 31, 1999).
(5) 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.
(6) ACQUISITION
Effective October 1, 1999 the Company acquired all of the capital stock of
Toxicology Pathology Services, Inc. (TPS), a provider of preclinical services to
pharmaceutical companies in the United States. The purchase price was
approximately $430,000 and was financed through the Company's line of credit
(Note 5). The Company also refinanced approximately $750,000 of TPS debt
utilizing the Company's line of credit. The purchase agreement provides for a 5
year incentive to be paid to the former shareholders of TPS, up to a maximum
aggregate amount based upon certain performance targets, as defined in the
agreement.
The acquistion was accounted for using the purchase method of accounting and
the results of operations have been included in the consolidated financial
statements since the date of acquisition.
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.
7
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RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1998
Total revenue for the three months ended December 31, 1999 decreased 3.3% to
$4.4 million from $4.6 million for the three months ended December 31, 1998. The
net decrease of $ 200,000 was primarily due to decreased revenue from products,
which decreased to $1.7 million in the three months ended December 31, 1999 from
$2.3 million for the three months ended December 31, 1998 as a result of
decreases in microdialysis, electrochemistry and liquid chromatography product
sales. During this same period, services revenue increased to $2.8 million for
the three months ended December 31, 1999 from $2.3 million for the three months
ended December 31, 1998 primarily as a result of the addition of preclinical
services.
Total cost of revenue for the three months ended December 31, 1999
increased 21.4% to $3.0 million from $2.5 million for the three months ended
December 31, 1998. This increase of $500,000 was primarily due to the additional
cost of revenue related to the services unit acquired to provide preclinical
services. Cost of product revenue decreased to 37.0% as a percentage of product
revenue for the three months ended December 31, 1999 from 41.3% of product
revenue for the three months ended December 31, 1998, primarily due to a change
in product mix. Cost of services revenue increased to 87.2% as a percentage of
services revenue for the three months ended December 31, 1999 from 67.5% of
services revenue for the three months ended December 31, 1998 primarily due to
an increase in the level of staffing related to preclinical services.
Selling expenses for the three months ended December 31, 1999 decreased
20.9% to $804,000 from $1,017,000 for the three months ended December 31, 1998
primarily due to the reduction of distributors commissions. Research and
development expenses for the three months ended December 31, 1999 decreased 6.9%
to $ 448,000 from $481,000 for the three months ended December 31, 1998
primarily due to the reduction of grant activity. General and administrative
expenses for the three months ended December 31, 1999 increased 8.4% to $629,000
from $580,000 for the three months ended December 31, 1998, primarily as a
result of the addition of the preclinical services unit.
Other expense was $100,000 in the three months ended December 31, 1999, as
compared to $28,000 in the three months ended December 31, 1998.
The Company's effective tax rate for the three months ended December 31,
1999 was 34.5% as compared to 40.0% for the three months ended December 31,
1998.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had cash and cash equivalents of $597,000
compared to cash and cash equivalents of $1,924,000 at September 30, 1999. The
decrease in cash resulted primarily from the Company's increase in capital
expenditures.
The Company's net cash (used) by operating activities was $(765,000) for the
three months ended December 31, 1999 as compared to $(601,000) for the first
three months of fiscal 2000. The negative cash flow from operations during the
three months ended December 31, 1999 was partially the result of a net loss of
$372,000 offset by non-cash charges of approximately $119,000 plus a net change
of $(489,000) in operating assets and liabilities. The most significant decrease
in operating liabilities related to accounts payable, which decreased $997,000
to $1,188,000 at December 31, 1999.
8
<PAGE>
Cash used by investing activities decreased to $837,000 for the three months
ended December 31, 1999 from $1,048,000 for the three months ended December 31,
1998, primarily as a result of the Company's acquisition of TPS. Cash provided
by financing activities for the three months ended December 31, 1999 was
approximately $267,000 primarily due to the increase of debt to complete the
acquisition and refinancing of TPS.
Total expenditures by the Company for property and equipment were $408,000
and $1,048,000 for the three months ended December 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 reduced
levels of capital expenditures during the remainder of fiscal 2000 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 . 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 working capital line of credit, which expires April 1,
2000 and allows borrowings of up to $3,500,000. Interest accrues monthly on the
outstanding balance at the bank's prime rate minus 25 basis points (8.25 % at
December 31, 1999) or at the London Interbank Offered Rate (LIBOR) plus 2% as
elected by the Company. The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $1,100,000 outstanding on this line of credit at December 31, 1999.
The Company has an acquisition line of credit agreement, which expires April
1, 2000 and allows borrowings of up to $4,000,000. Interest accrues monthly on
the outstanding balance at the bank's prime rate (8.5 % at December 31, 1999).
There was no balance outstanding on this line of credit at December 31, 1999.
On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage with
a bank. The mortgage note requires 59 monthly principal payments of $19,444 plus
interest followed by a final payment for the unpaid principal amount of
$2,352,804 due June 24, 2004. Interest is charged at the one-month LIBOR rate
plus 200 basis points (7.61% at December 31, 1999).
9
<PAGE>
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 1999 and for the first quarter of fiscal 2000. 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 2000, the Company issued an aggregate of 14,201
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
$13,172.66. 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.
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
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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 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).
10.8 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).
10.9 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).
10.10 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).
10.11 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)
10.12 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 June 30,
1998).
10.13 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).
10.14 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 June 30,
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 Form 10-Q for the quarter ended March 31, 1998).
10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc. and
Bank One, Indianapolis, NA, dated June 24, 1999 related to loan in the amount of
$3,500,000 (Incorporated by reference to Exhibit 10.18 to Form 10-Q for the
quarter ended June 30, 1999).
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.
11
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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, 2000
By /s/ DOUGLAS P. WIETEN
- ----------------------------
Douglas P. Wieten
Vice President-Finance, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)
Date: February 14, 2000
12
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<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
Number Assigned in
Regulation S-K
Item 601 Exhibit Number Description of Exhibit
------------------ -------------- ----------------------
<S> <C> <C> <C>
(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 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).
10.8 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).
10.9 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).
13
<PAGE>
10.10 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).
10.11 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).
10.12 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 June 30, 1998).
10.13 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 June 30, 1998).
10.14 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 June 30, 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 Form 10-Q for the quarter ended March
31, 1998).
10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc. and
Bank One, Indianapolis, NA, dated June 24, 1999 related to loan in the
amount of $3,500,000 (Incorporated by reference to Exhibit 10.18 to
Form 10-Q for the quarter ended June 30, 1999).
(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>
14
<TABLE>
<CAPTION>
Exhibit 11.1 - Statement Regarding Computation of Per share Earnings
(Unaudited)
(in thousands except per share data)
Three Months Ended Three Months Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Basic
Average Common Shares outstanding .................................................... 4,516 4,496
Net loss available to Common shareholders .............................................. (372) (6)
Per share amount ....................................................................... $ (.08) $ (.00)
Diluted
Average Common Shares outstanding ................................................. 4,516 4,496
Net effect of dilutive stock options based on the
Treasury stock method using the average market price .............................. 159 134
Total .................................................................................. 4,675 4,630
Net loss available to Common shareholders .............................................. $ (372) $ (6)
Per share amount ....................................................................... $ (.08) $ (.00)
</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 quarterly report on Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000720154
<NAME> Bioanalytical Systems, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 597
<SECURITIES> 0
<RECEIVABLES> 2,678
<ALLOWANCES> 0
<INVENTORY> 1,923
<CURRENT-ASSETS> 5,522
<PP&E> 19,038
<DEPRECIATION> 6,667
<TOTAL-ASSETS> 25,769
<CURRENT-LIABILITIES> 3,607
<BONDS> 0
0
0
<COMMON> 1,003
<OTHER-SE> 16,045
<TOTAL-LIABILITY-AND-EQUITY> 25,769
<SALES> 1,673
<TOTAL-REVENUES> 4,446
<CGS> 619
<TOTAL-COSTS> 3,037
<OTHER-EXPENSES> 1,881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (121)
<INCOME-PRETAX> (572)
<INCOME-TAX> (200)
<INCOME-CONTINUING> (372)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (372)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
