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,June 30, 2000
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 (Zip code)
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 shorterperiodshorter 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,June 30, 2000, 4,562,645 Common Shares of the registrant were outstanding.
1
PAGE NUMBER
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited):
Consolidated Balance Sheets as of March 31,June 30, 2000 and
September 30, 1999 4
Consolidated Statements of Operations for the Three 5
Months and SixNine Months ended March 31,June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows for the SixNine Months 6
Ended March 31,June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 76
Item 2 Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
8Item 3 Quantitative and Qualitative Disclosures About Market Risk 9
PART II OTHER INFORMATION
11
Item 1 Legal Proceedings 11
Item 2 Changes in Securities and Use of Proceeds 11
Item 4 Submission of Matters to a Vote of Security Holders 119
Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 11
SIGNATURES 132
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(inin thousands, except share data)
March 31,June 30, 2000 September 30,
2000 1999
(Unaudited) (Note)
----------- ------------------- ------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 532676 $ 1,924
Accounts receivable, net 2,8382,861 3,683
Inventories 2,1962,077 1,791
Other current assets 6384 81
Deferred income taxes 242 242
------- --------------- --------
Total Current Assets 5,8715,940 7,721
Property and equipment:
Land and improvements 259260 171
Buildings and improvements 13,774 11,638
Machinery and equipment 10,35110,631 9,144
Office furniture and fixtures 1,3821,386 1,319
Construction in process 7 107
------- -------
25,773-------- --------
Total Property and Equipment 26,058 22,379
Less accumulated depreciation (6,891)(7,191) (5,024)
------- -------
18,882-------- --------
18,867 17,355
Goodwill, less accumulated amortization of $177$191 and $143 1,0191,005 1,053
Other assets 162157 192
------- --------------- --------
Total Assets $25,934 $26,321
======= =======$ 25,969 $ 26,321
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,318 $2,020$ 1,438 $ 2,020
Income taxes payable 6(36) 2
Accrued expenses 526505 816
Customer advances 550825 155
Current portion of capital lease obligation 220 220
Current portion of long-term debt 237235 233
Lines of credit 1,701 ---
----- ---1,751 --
-------- --------
Total current liabilities 4,5584,938 3,446
Capital lease obligation, less current portion 795740 903
Long-term debt, less current portion 3,0923,033 3,209
Deferred income taxes 858761 1,342
Shareholders equity:
Preferred Shares: 1,000,000 shares authorized;
no shares issued and outstanding -- --
Common Shares: 19,000,000 shares
authorized; 4,562,645 and 4,514,349
shares issued and outstanding 1,011 1,000
Additional paid-in capital 10,496 10,482
Retained earnings 5,1615,022 5,960
Accumulated other comprehensive loss
Currency translation adjustment (37)(32) (21)
------- --------------- --------
Total shareholders' equity 16,63116,497 17,421
------- --------------- --------
Total liabilities and shareholders' equity $25,934 $26,321
======= =======$ 25,969 $ 26,321
======== ========
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.
3
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
Three Months Three Months SixNine Months SixNine Months
Ended Mar 31,Jun 30, Ended Mar 31,Jun 30, Ended Mar 31,Jun 30, Ended Mar 31,
- - -Jun 30,
2000 1999 2000 1999
------- ------- ------- -------------------- ------------- ------------- -------------
Services revenue $ 2,6102,528 $ 2,7282,561 $ 5,3837,910 $ 5,0317,592
Product revenue 1,480 2,329 3,153 4,624
------- ------- ------- -------2,924 2,412 6,077 7,036
----------- ----------- ----------- -----------
Total revenue 4,090 5,057 8,536 9,6555,452 4,973 13,987 14,628
Cost of services revenue 2,167 1,644 4,585 3,1992,278 1,795 6,862 4,994
Cost of product revenue 525 876 1,144 1,823
------- ------- ------- -------1,013 901 2,157 2,724
----------- ----------- ----------- -----------
Total cost of revenue 2,692 2,520 5,729 5,0223,291 2,696 9,019 7,718
Gross profit 1,398 2,537 2,807 4,6332,161 2,277 4,968 6,910
Operating expenses:
Selling 726 924 1,530 1,9411,009 1,011 2,539 2,952
Research and development 447 554 895 1,035471 463 1,367 1,498
General and administrative 750 719 1,379 1,299
------- ------- ------- -------769 675 2,147 1,974
----------- ----------- ----------- -----------
Total Operating Expenses 1,923 2,197 3,804 4,275
------- ------- ------- -------2,249 2,149 6,053 6,424
----------- ----------- ----------- -----------
Operating income (loss) (525) 340 (997) 358(88) 128 (1,085) 486
Interest income 1 2 13 78 4 21 11
Interest expense (121) (24) (242) (65)(135) (47) (377) (112)
Other income (expense) (4) 38 13 482 15 15 63
Loss on sale of property and equipment (1) (8) (2) (16) (4)
------- ------- ------- -------(17) (12)
----------- ----------- ----------- -----------
Income (loss) before income taxes (657) 354 (1,229) 344(214) 92 (1,443) 436
Income taxes (230) 154 (430) 150
------- ------- ------- -------(75) 25 (505) 175
----------- ----------- ----------- -----------
Net income (loss) $ (427)(139) $ 20067 $ (799)(938) $ 194
======= ===== ======= =====261
=========== =========== =========== ===========
Basic net income (loss) per common share $ (.09)(.03) $ .04.01 $ (.18)(.21) $ .04.06
Diluted net income (loss) per common and $ (.09)(.03) $ .04.01 $ (.18)(.21) $ .04.06
common equivalent share
Basic weighted average common shares 4,560,474 4,506,423 4,538,028 4,501,2024,562,645 4,507,893 4,546,203 4,503,432
outstanding
Diluted weighted average common and common 4,560,474 4,695,633 4,538,028 4,662,4324,562,645 4,693,878 4,546,203 4,672,914
equivalent shares outstanding
See accompanying notes.notes
4
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
SixNine Months Ended SixNine Months Ended
Mar 31,June 30, 2000 Mar 31,June 30, 1999
------------ ----------------------------- -----------------
Operating activities:
Net income (loss) $ (799)(938) $ 194261
Adjustments to reconcile net income (loss) to net cash provided (used)
by operating activities:
Depreciation and amortization 580 533893 843
Loss on sale of property and equipment 8 417 12
Deferred income taxes (484) 86(581) 37
Changes in operating assets and liabilities:
Accounts receivable 1,058 (177)1,036 232
Inventories (402) (47)(283) (129)
Other assets 79 (46)63 (5)
Accounts payable (867) (607)(748) (618)
Income taxes payable 4 (81)(38) (151)
Accrued expenses and customer advances (413) (142)(159) (268)
------- -------
Net cash provided (used) by operating activities (1,236) (283)(738) 214
Investing activities:
Capital expenditures (459) (2,292)(753) (2,874)
Payments for purchase of net assets of TPS, Inc. net of cash acquired (446) -----
------- -------
Net cash used by investing activities (905) (2,292)(1,199) (2,874)
Financing activities:
Borrowings of long-term debt -- 3,500
Payments of long-term debt (677) (132)(792) (216)
Borrowings on lines of credit 1,700 2,3502,201 2,850
Payments on lines of credit (283) ---(733) (2,850)
Net proceeds from the exercise of stock options 25 14
------- -------
Net cash provided by financing activities 765 2,232701 3,298
Effects of exchange rate changes (16) (11)(12) 14
------- -------
Net (decrease) in cash and cash equivalents (1,392) (354)(1,248) 652
Cash and cash equivalents at beginning of period 1,924 1,208
------- -------
Cash and cash equivalents at end of period $532 $854$ 676 $ 1,860
======= =======
See accompanying notes.
5
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 STATEMENT 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
and the sixnine month periods ended March 31,June 30, 2000 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 sixnine month period ended March 31,June 30, 2000 are not necessarily indicative of the
results for the year ending September 30, 2000.
(3) INVENTORIES
Inventories consisted of (in thousands):
March 31,June 30, 2000 September 30, 1999
------------- ------------------
Raw materials $ 1,1001,043 $ 1,050
Work in progress 336319 253
Finished goods 867822 595
--- ---
2,303------- -------
2,184 1,898
LIFO reserve (107) (107)
----- ------------ -------
$ 2,1962,077 $ 1,791
======= =======
(4) DEBT
The Company has a working capital line of credit, which expires April 1,
2001 and allows borrowings of up to $3,500,000. Interest accrues monthly on the
outstanding balance at the bank's prime rate minus 50 basis points (8.50%(9.00% at
March 31,June 30, 2000) 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 $1,700,000$1,751,000 outstanding on this line of credit at March 31,June 30, 2000.
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 (8.1325%(8.68% at March 31,June 30, 2000).
6
(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
results 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 4). 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 acquisition 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 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,JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED MARCH 31,JUNE 30, 1999
Total revenue for the three months ended March 31,June 30, 2000 decreased 19.1%increased 9.6% to
$4.1$5.5 million from $5.1$5.0 million for the three months ended March 31,June 30, 1999. The net
decreaseincrease of $1.0 million$500,000 was primarily due to decreasedincreased revenue from products, which
decreasedincreased to $1.5$2.9 million in the three months ended March 31,June 30, 2000 from $2.3$2.4
million for the three months ended March 31,June 30, 1999 as a result of decreasesincreases in
microdialysis electrochemistry and liquid chromatographyelectrochemistry product sales.
During this same period, service revenue decreased to $2.6 million for
the three months ended March 31, 2000 from $2.7 million for the three months
ended March 31, 1999 primarily as a result of delays and cancellations by
certain pharmaceutical customers.7
Total cost of revenue for the three months ended March 31,June 30, 2000 increased
6.8%22.1% to $2.7$3.3 million from $2.5$2.7 million for the three months ended March 31,June 30,
1999. This increase of $200,000$600,000 was primarily due to the additional cost of
revenue related to the services unit acquired to provide preclinical services. Cost of
services revenue increased to 83.0% as a percentage90.1% of services revenue for the three months
ended March 31,June 30, 2000 from 60.3%70.1% of services revenue for the three months ended
March 31,June 30, 1999 primarily due to an increase in the level of staffing related to
preclinical services. Cost of product revenue decreased to 35.5% as a percentage34.6% of product
revenue for the three months ended March 31,June 30, 2000 from 37.6%37.4% of product revenue
for the three months ended March 31,June 30, 1999, primarily due to a change in product
mix.
Selling expenses for the three months ended March 31,June 30, 2000 decreased 21.4%
to $726,000 from $924,000 forof $1,009,000
were approximately the same as three months ended March 31, 1999 primarily
due to the reduction of distributors commissions.June 30, 1999. Research and
development expenses for the three months ended March 31,June 30, 2000 decreased 19.3%increased 1.7% to
$ 447,000471,000 from $554,000$463,000 for the three months ended March 31, 1999 primarily due to the
reduction of grant activity.June 30, 1999. General and
administrative expenses for the three months ended March 31,June 30, 2000 increased 4.3%13.9%
to $750,000$769,000 from $719,000$675,000 for the three months ended March 31,June 30, 1999, primarily as
a result of the addition of the preclinical services unit.
Other expense was $132,000$126,000 in the three months ended March 31,June 30, 2000, as
compared to other incomeexpense of $14,000$36,000 in the three months ended March 31,June 30, 1999,
primarily as a result of increased interest expense due to the increase in debt.
The Company's effective tax rate for the three months ended March 31,June 30, 2000
was 35.0% as compared to 43.5%27.2% for the three months ended March 31,June 30, 1999. The
lowerhigher rate for the three months ended March 31,June 30, 2000 was due in part to the
impact of the state gross receipts tax.
SIXforeign income in 1999.
NINE MONTHS ENDED MARCH 31,JUNE 30, 2000 COMPARED WITH SIXNINE MONTHS ENDED MARCH 31,JUNE 30, 1999
Total revenue for the sixnine months ended March 31,June 30, 2000 decreased 11.6%4.4% to
$8.5$14.0 million from $9.6$14.6 million for the sixnine months ended March 31,June 30, 1999. The
net decrease of $1.1 million$600,000 was primarily due to decreased revenue from products,
which decreased to $3.2$6.0 million in the sixnine months ended March 31,June 30, 2000 from $4.6$7.0
million for the sixnine months ended March 31,June 30, 1999 as a result of the ongoing lag
in demand from Asia. Service revenue increased to $5.4$7.9 million for the sixnine
months ended March 31,June 30, 2000 from $5.0$7.6 million for the sixnine months ended March 31,June 30,
1999 primarily as a result of the addition of the preclinical services unit.unit
acquired in Evansville, Indiana effective October 1, 1999.
Total cost of revenue for the sixnine months ended March 31,June 30, 2000 increased
14.1%16.9% to $5.7$9.0 million from $5.0$7.7 million for the sixnine months ended March 31,June 30, 1999.
This increase of $700,000$1.3 million was primarily due to the additional cost of
revenue related to the preclinical services unit acquired in Evansville
effective October 1, 1999. Cost of services revenue increased to 85.2% as a percentage86.8% of
services revenue for the sixnine months ended March 31,June 30, 2000 from 63.6%65.8% of services
revenue for the sixnine months ended March 31,June 30, 1999 primarily due to the addition of
the preclinical services unit acquired in Evansville, Indiana effective October
1, 1999. Cost of product revenue decreased to 36.3% as a percentage35.5% of product revenue for the
sixnine months ended March 31,June 30, 2000 from 39.4%38.7% of product revenue for the sixnine
months ended March 31,June 30, 1999, primarily due to a change in product mix.
Selling expenses for the sixnine months ended March 31,June 30, 2000 decreased 21.2%14.0% to
$1,530,000$2,539,000 from $1,941,000$2,952,000 for the sixnine months ended March 31,June 30, 1999 primarily due
to reduced distributor commissions. Research and development expenses for the
sixnine months ended March 31,June 30, 2000 decreased 13.5%8.8% to $895,000$1,366,000 from $1,035,000$1,498,000 for
the sixnine months ended March 31,June 30, 1999 primarily due to the decrease of grant
projects. General and administrative expenses for the sixnine months ended March 31,June 30,
2000 increased 6.2%8.8% to $1,379,000$2,148,000 from $1,299,000$1,974,000 for the sixnine months ended March
31,June
30, 1999, primarily as a result of the addition of the preclinical services unit
acquired in Evansville, Indiana effective October 1, 1999.
Other income (expense), net, was approximately $(232,000)$(358,000) in the sixnine
months ended March 31,June 30, 2000, as compared to approximately $(14,000)$(50,000) in the sixnine
months ended March 31,June 30, 1999 as a result of an increase in interest expense due to
the increase in debt.
8
The Company's effective tax rate for the sixnine months ended March 31,June 30, 2000
was 35.0% as compared to 43.6%40.1% for the sixnine months ended March 31,June 30, 1999. The
lower rate for the sixnine months ended March 31,June 30, 2000 was due in part to the impact
of the stateIndiana gross receipts tax.
LIQUIDITY AND CAPITAL RESOURCES
At March 31,June 30, 2000, the Company had cash and cash equivalents of $532,000$676,000
compared to cash and cash equivalents of $1,924,000 at September 30, 1999. The
decrease in cash resulted primarily from the Company's operatinginvesting activities.
The Company's net cash provided (used) by operating activities was
$(1,236,000)$(738,000) for the sixnine months ended March 31,June 30, 2000 as compared to $(287,000)$ 214,000 for
the first sixnine months of fiscal 1999. The negative cash flow from operations
during the sixnine months ended March 31,June 30, 2000 was partially the result of a net
loss of $799,000$938,000 offset by non-cash charges of $104,000$329,000 plus a net change of
$(541,000)$(129,000) in operating assets and liabilities. The most significant decrease in
operating liabilities related to accounts payable, which decreased $867,000$748,000 to
$1,318,000$1,438,000 at March 31,June 30, 2000.
Cash usedprovided (used) by investing activities was $905,000$(1,199,000) for the sixnine
months ended March 31,June 30, 2000 from $2,288,000as compared to $(2,874,000) for the sixnine months ended
March 31, 1999,
primarily as a result of the Company's acquistion of the preclinical services
unit.June 30, 1999. Cash provided by financing activities for the sixnine months ended
March 31,June 30, 2000 was $765,000$701,000 primarily due to the increase of debt to complete the
acquistion and refinancing of debt of the preclinical services unit.
Total expenditures by the Company for property and equipment were $459,000$753,000
and $2,288,000$2,874,000 for the sixnine months ended March 31,June 30, 2000 and 1999, 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,
2001 and allows borrowings of up to $3,500,000. Interest accrues monthly on the
outstanding balance at the bank's prime rate minus 50 basis points (8.50(9.0 % at
March 31,June 30, 2000) 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 $1,700,000$1,751,000 outstanding on this line of credit at March 31,June 30, 2000.
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 (8.1325%(8.68% at March 31,June 30, 2000).
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
9
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 sixnine months 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 second quarter of 2000, the Company issued an aggregate of 39,095
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
$25,802.70. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of shareholders of the Company held February 17,
2000, the following actions were taken:
1. The following directs were elected to serve until the next annual meeting
until their successors are duly elected and qualified, as follows:
Votes
Votes For Withheld Abstention
William E. Baitinger 3,718,860 24,240
Michael K. Campbell 3,720,260 22,840
Candice B. Kissinger 3,715,860 22,240
Peter T. Kissinger 3,712,325 30,775
E. John A. Kraeutler 3,719,660 23,440
Ronald E. Shoup 3,719,960 23,140
W. Leigh Thompson 3,719,660 23,440
2. A proposal to approve the selection by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
September 30, 2000 was approved by the vote of 3,706,882 shares.
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 Quarterly report on
Form 10-Q for the quarter ended December 31, 1997, File No. 000-23357)
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by
reference to Exhibit 3.2 to Quarterly report on Form 10-Q for the quarter ended
December 31, 1997, File No. 000-23357).
4.1 Specimen Certificate for Common Shares (Incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429)
10.1 Form of Employee Confidentiality Agreement (Incorporated by reference
to Exhibit 10.1 to Registration Statement on Form S-1, Registration No.
333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option
Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10.4 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank
One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to
Exhibit 10.17 to Registration Statement on Form S-1, Registration No.
333-36429).
10.7 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).
10.910.7 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).
10.1010.8 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).
10.1110.9 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)
10.1210.10 Business Loan Agreement by and between Bioanalytical Systems, Inc.,
and Bank One, Indiana, N.A. dated MarchApril 1, 1998 (Incorporated by reference to
Exhibit 10.14 to Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
10.132000.
10
10.11 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 on Form 10-Q for the quarter ended March
31, 1998).
10.1410.12 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 on Form 10-Q for the quarter ended June 30,
1998).
10.18 Business Loan Agreement10.13 Promissory Note 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 Quarterly report on
Form 10-Q for the quarter ended June 30, 1999).
10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2000.
11.1 Statement Regarding Computation of Per Share Earnings.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No report on Form 8-K was filed during the quarter for which this report is
filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
BIOANALYTICAL SYSTEMS, INC.
By /s/ PETER T. KISSINGER
- ----------------------------------------------------------------------
Peter T. Kissinger
President and Chief Executive Officer
Date: MayAugust 15, 2000
By /s/ DOUGLAS P. WIETEN
- ---------------------------------------------------------------------
Douglas P. Wieten
Vice President-Finance, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)
Date: MayAugust 15, 2000
11
BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
Number Assigned in
ExhibitRegulation S-K
Item 601 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 Quarterly report on Form 10-Q for
the quarter ended December 31, 1997, File
No. 000-23357)
3.2 Second Restated Bylaws of Bioanalytical
Systems, Inc. (Incorporated by reference
to Exhibit 3.2 to Quarterly report on Form
10-Q for the quarter ended December 31,
1997, 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).
10.910.7 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).
10.1010.8 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).
10.1110.9 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).
10.1212
10.10 Business Loan Agreement by and between
Bioanalytical Systems, Inc., and Bank One,
Indiana, N.A. dated MarchApril 1, 1998 (Incorporated by
reference to Exhibit 10.14 to Quarterly report on Form 10-Q for the
quarter ended June 30, 1998).
10.132000.
10.11 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 on Form 10-Q for
the quarter ended June 30, 1998).
10.1410.12 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 on Form 10-Q for
the quarter ended June 30, 1998).
10.18 Business Loan Agreement10.13 Promissory Note by and between
Bioanalytical Systems, Inc. and Bank One,
Indianapolis,Indiana, NA, dated June 24, 1999 related
to loan in the amount of $3,500,000
(Incorporated by reference to Exhibit
10.18 to Quarterly report on Form 10-Q for
the quarter ended June 30,1999).
10.14 Promissory Note for $3,500,000 executed by
Bioanalytical Systems, Inc. in favor of
Bank One, Indiana, N.A. dated April 1,
2000.
(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
13