UNITED STATES
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 DecemberMarch 31, 20002001
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 333-364290-23357
BIOANALYTICAL SYSTEMS, INC.
---------------------------
(Exact name of the registrant as specified in its charter)
INDIANA 35-1345024
------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of corporationincorporation or organization) Identification No.)
2701 KENT AVENUE
WEST LAFAYETTE, IN 47906
------------------ -----
(Address of principal executive officesoffices) (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 DecemberMarch 31, 2000,2001, 4,563,397 Common Shares of the registrant were
outstanding.
1
PAGE
NUMBER
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PART I FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited):
Consolidated Balance Sheets as of DecemberMarch 31, 20002001 and
September 30, 2000 ...............................................33
Consolidated Statements of Operations for the Three 4
Months and Six Months ended DecemberMarch 31, 20002001 and 1999 ..........................52000
Consolidated Statements of Cash Flows for the ThreeSix Months 5
Ended DecemberMarch 31, 20002001 and 1999 ..........................72000
Notes to Consolidated Financial Statements .......................86
Item 2 Management's Discussion and Analysis of Financial 8
Condition and Results of Operations ..............................9
Item 3 Quantitative and Qualitative Disclosures About Market Risk ......1110
PART II OTHER INFORMATION
Item 1 Legal Proceedings ...............................................1110
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 6 Exhibits and Reports on Form 8-K ................................1211
SIGNATURES ..................................................................13
-13
2 -
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
DecemberMarch 31, 2000 September 30,
2001 2000
(Unaudited) (Note)
----------- ------
ASSETS
Current Assets:
Cash and cash equivalents $ 391325 $ 477
Accounts receivable, net 3,4954,810 3,128
Inventories 2,3372,294 2,235
Other current assets 141112 56
Refundable income taxes 313289 313
Deferred income taxes 411 411
------- -------
Total Current Assets 7,088current assets 8,241 6,620
Property and equipment:
Land and improvements $ 496 496
Buildings and improvements 13,37913,517 13,340
Machinery and equipment 9,6229,960 9,536
Office furniture and fixtures 1,0761,077 1,072
Construction in process 719 7
------- -------
Total Propertyproperty and Equipment 24,580 $24,451equipment 25,069 24,451
Less accumulated depreciation (5,960)(6,306) (5,538)
------- -------
18,620Net property & equipment 18,763 18,913
Goodwill, less accumulated amortization
of $231$243 and $213 972960 990
Other assets 135231 139
------- -------
Total Assets $26,815$28,195 $26,662
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,3181,771 $ 1,398
Income taxes payable --- 2
Accrued expenses 500580 619
Customer advances 8461,315 929
Revolving line of credit 2,4962,010 2,267
Current portion of capital lease obligation 240 240
Current portion of long-term debt 233 234
------- -------
Total current liabilities 5,6336,149 5,689
Capital lease obligation, less current portion 605546 663
Long-term debt, less current portion 2,917 2,9752,858 2.975
Deferred income taxes 1,4081,782 1,273
Shareholders equity:
Preferred Shares:
1,000,000 shares authorized;
no shares issued
and outstanding --- ---
Common Shares: 19,000,000 shares
authorized; 4,563,397 and 4,562,645
shares issued and outstanding 1,011 1,011
Additional paid-in capital 10,497 10,496
Retained earnings 4,7735,355 4,578
Accumulated other comprehensive loss
(29)(3) (23)
------- -------
Total shareholders' equity 16,25216,860 16,062
------- -------
Total liabilities and shareholders' equity $26,815$28,195 $26,662
======= =======
Note:
The balance sheet at September 30, 2000 has been derived from the audited financial
statements at that date but does not include all of the information and footnotes
required by accounting principles generally accepted accounting principlesin the United States for
complete financial statements.
See accompanying notes.
- 3 -
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Three Months Six Months Six Months
Ended DecMar 31, Ended Mar 31, Ended Mar 31, Ended Mar 31,
2001 2000 Ended Dec 31, 1999
------------------ ------------------2001 2000
------------- ------------- ------------ --------------
Services
Service revenue $ 3,0964,267 $ 2,7732,610 $ 7,363 $ 5,383
Product revenue 2,330 1,6732,575 1,480 4,905 3,153
---------- ---------- ---------- ----------
Total revenue 5,426 4,4466,842 4,090 12,268 8,536
Cost of servicesservice revenue 2,241 2,4182,512 2,167 4,753 4,585
Cost of product revenue 763 619858 525 1,621 1,144
---------- ---------- ---------- ----------
Total cost of revenue 3,004 3,0373,370 2,692 6,374 5,729
Gross profit 2,422 1,4093,472 1,398 5,894 2,807
Operating expenses:
Selling 776 804912 726 1,688 1,530
Research and development 394 448417 447 811 895
General and administrative 761 6291,024 750 1,785 1,379
---------- ---------- ---------- ----------
Total operating expenses 1,931 1,881Operating Expenses 2,353 1,923 4,284 3,804
---------- ---------- ---------- ----------
Operating income (loss) 491 (472)1,119 (525) 1,610 (997)
Interest income --- 123 1 3 13
Interest expense (136) (121) (272) (242)
Other income (expense) 1 174 (4) 5 13
Loss on sale of property and equipment --- (8) --- (16)
---------- ---------- ---------- ----------
Income (loss) before income taxes 356 (572)990 (657) 1,346 (1,229)
Income taxes (benefit) 161 (200)(benefits) 408 (230) 569 (430)
---------- ---------- ---------- ----------
Net income (loss) $ 195582 $ (372)(427) $ 777 $ (799)
========== ========== ========== ==========
Basic net income (loss) per common share $ .04.13 $ (.08)(.09) $ .17 $ (.18)
Diluted net income (loss) per common and $ .04.13 $ (.08)(.09) $ .17 $ (.18)
common equivalent share
Basic weighted average common shares $4,563,242 $4,515,8254,563,397 4,560,474 4,563,319 4,538,028
outstanding
Diluted weighted average common and common $4,577,365 $4,515,8254,589,009 4,560,474 4,583,123 4,538,028
equivalent shares outstanding
See accompanying notes.
- 4 -
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
ThreeSix Months Ended ThreeSix Months Ended
DecemberMar 31, 2001 Mar 31, 2000
December 31, 1999
------------------ ------------------------------ ------------
Operating activities:
Net income (loss) $ 195777 $ (372)(799)
Adjustments to reconcile net income (loss) to net
cash usedprovided (used) by operating activities:
Depreciation and amortization 440 338798 580
Loss on sale of property and equipment --- 8
Deferred income taxes 135 (227)509 (484)
Changes in operating assets and liabilities:
Accounts receivable (367) 1,218(1,682) 1,058
Inventories (102) (129)(59) (402)
Refundable income taxes 24 ---
Other assets (81) 49(148) 79
Accounts payable (80) (997)373 (867)
Income taxes payable (2) (2)4
Accrued expenses and customer advances (202) (628)
------ ------347 (413)
-------- -------
Net cash usedprovided (used) by operating activities (64) (742)937 (1,236)
Investing activities:
Capital expenditures (129) (408)(618) (459)
Payments for purchase of net assets of TPS, Inc.
net of cash acquired --- (429)
------ ------(446)
-------- -------
Net cash used by investing activities (129) (837)(618) (905)
Financing activities:
Payments of long-term debt (117) (564)(235) (677)
Borrowings on lines of credit 481 1,101697 1,700
Payments on lines of credit (252)(954) (283)
Net proceeds from the exercise of stock options 1 13
------ ------25
-------- -------
Net cash provided (used) by financing activities 113 267(491) 765
Effects of exchange rate changes (6) (15)
------ ------20 (16)
-------- -------
Net decrease in cash and cash equivalents (86) (1,327)(152) (1,392)
Cash and cash equivalents at beginning of period 477 1,924
--- -------------- -------
Cash and cash equivalents at end of period $ 391325 $ 597
====== ======532
======== =======
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, consultingsupporting drug development with products and research relatedservices supplied
globally to analytical chemistrypharmaceutical and chemical instrumentation.biotechnology firms and research institutes. The
Company also manufactures scientific instrumentsprovides productivity tools, software and services required to obtain
numerical data supporting new drug and medical device applications. Company
personnel have special expertise for useresearch on central nervous system
diseases, diabetes, in vivo sampling devices, veterinary instrumentation and
biosensors. Antidepressants, anti psychotics, chemotherapeutics,
antihypertensives, antibiotics and antivirals are among the determination of trace amounts of organic compoundsdrug programs in
biological, environmental and industrial materials. Thewhich 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.has participated.
(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, 2000. In the opinion of
management, the consolidated financial statements for the three month periods
and the six month periods ended DecemberMarch 31, 20002001 and 19992000 include all normal and
recurring adjustments which are necessary for a fair presentation of the results
of the interim periods. The results of operations for the three month period and
the six month period ended DecemberMarch 31, 20002001 are not necessarily indicative of the
results for the year ending September 30, 2001.
(3) INVENTORIES
Inventories consisted of (in thousands):
December 31, 2000 September 30, 2000
----------------- ------------------
Raw materials $ 1,163 $ 1,288
Work in progress 356 375
Finished goods 918 672
------- --------
2,437 2,335
LIFO reserve (100) (100)
------- --------
$ 2,337March 31, 2001 September 30, 2000
-------------- ------------------
Raw materials $ 1,142 $ 1,288
Work in progress 350 375
Finished goods 902 672
2,394 2,335
LIFO reserve (100) (100)
------- -------
$ 2,294 $ 2,235
======= ======= ========
(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 plus 75 basis points (10.25%(8.75% at
DecemberMarch 31, 2000)2001). The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $2,495,934$2,009,662 outstanding on this line of credit at DecemberMarch 31, 2000.2001. The Company
has renewed the working capital line of credit, which now expires April 1, 2002.
The interest will accrue monthly on the outstanding balance at the bank's prime
rate minus 25 to plus 75 basis points or at the London Interbank Offered Rate
(LIBOR) plus 200 to 300 basis points depending upon certain financial ratios.
6
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 (8.56%(7.0838% at DecemberMarch 31, 2000)2001).
- 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. During the quarter ended December 31, 2000, the
Company settled this case for an immaterial amount.
(6) SEGMENT INFORMATION
The Company operatedoperates in two principal segments - analytical services and
products. The Company's analytical services unit provides chemistry support on a
contract basis directly to pharmaceutical companies. The Company's products unit
provides liquid chromatography, electrochemical and physiological monitoring
products to pharmaceutical companies, universities, government research centers
and medical research institutions. The Company evaluates performance and
allocates resources based on these segments.
Operating Income (Loss) Three Months Ended Three Months Ended Six Months Ended Six Months Ended
(In thousands) DecemberMarch 31, 2001 March 31, 2000 December 30, 1999
----------------- -----------------March 31, 2001 March 31, 2000
-------------- -------------- -------------- -------------- --------------
Services $ 282999 $ (70)(53) $ 1,281 $ (123)
Products 209 (402)
----- -----120 (472) 329 (874)
Total operating income (loss) 491 (472)1,119 (525) 1,610 (997)
Corporate income (expenses) (135) 100
----- -----(129) (132) (264) (232)
Income (loss) before income taxes $ 356 $(572)
===== =====990 $ (657) $ 1,346 $ (1,229)
(7) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000 (October 1, 2000 for the Company). SFAS No.
133 requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. Currently, the Company does not use derivatives.
7
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.
- 7 -
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBERMARCH 31, 20002001 COMPARED WITH THREE MONTHS ENDED DECEMBERMARCH 31,
19992000
Total revenue for the three months ended DecemberMarch 31, 20002001 increased 22.0%67.3% to
$5.4$6.8 million from $4.4$4.1 million for the three months ended DecemberMarch 31, 1999.2000. The
net increase of $1.0$2.7 million was primarily due to service revenue which
increased to $4.3 million for the three months ended March 31, 2001 from $2.6
million for the three months ended March 31, 2000. This was primarily due to
additional bioanalytical and preclinical contracts. During this same period
revenue from products increased to $2.6 million in the three months ended March
31, 2001 from $1.5 million for the three months ended March 31, 2000. This was
primarily due to the increased revenue from the sale of the Culex automated
blood sampling devices and related products, which
increased product sales to $2.3 million for the three months ended December 31,
2000 from $1.7 million for the three months ended December 31, 1999.products.
Total cost of revenue for the three months ended DecemberMarch 31, 2000
decreased 1.1%2001 increased
25.2% to $3.00$3.4 million from $3.04$2.7 million for the three months ended DecemberMarch 31,
1999.2000. This increase of $700,000 was primarily due to the cost of revenue related
to the additional service contracts sold. Cost of servicesservice revenue decreased to
72.4%58.9% as a percentage of services revenue for the three months ended DecemberMarch 31,
20002001 from 87.2%83.0% of servicesservice revenue for the three months ended DecemberMarch 31, 19992000
primarily due to an increase in preclinicalbioanalytical and bioanalyticalpreclinical service revenue.
Cost of product revenue decreased to 32.7%33.3% as a percentage of product revenue
for the three months ended DecemberMarch 31, 20002001 from 37.0%35.5% of product revenue for the
three months ended DecemberMarch 31, 1999,2000, primarily due to a change in product mix.
Selling expenses for the three months ended DecemberMarch 31, 2000 decreased
3.5%2001 increased 25.6%
to $776,000$912,000 from $804,000$726,000 for the three months ended DecemberMarch 31, 1999.2000 primarily
due to the increase in product sales. Research and development expenses for the
three months ended DecemberMarch 31, 20002001 decreased 12.1%6.7% to $394,000$ 417,000 from $448,000$447,000 for
the three months ended DecemberMarch 31, 1999,2000 primarily as a result of an increase in
grant reimbursements. General and administrative expenses for the three months
ended DecemberMarch 31, 20002001 increased 21.0%36.5% to $761,000$1,024,000 from $629,000$750,000 for the three
months ended DecemberMarch 31, 1999,2000, primarily as a result of the increasefrom increased staffing in staff at the
preclinical services unit.
Other expense was $135,000 for$129,000 in the three months ended DecemberMarch 31, 2000,2001, as
compared to other expense of $100,000 for$132,000 in the three months ended DecemberMarch 31, 1999, primarily as a result of increased interest expense due to the increase in
debt.2000.
The Company's effective tax rate for the three months ended DecemberMarch 31, 20002001
was 45.1%41.3% as compared to 34.5%35.0% for the three months ended DecemberMarch 31, 1999,2000,
primarily due to nondeductible foreign losses.
SIX MONTHS ENDED MARCH 31, 2001 COMPARED WITH SIX MONTHS ENDED MARCH 31, 2000
Total revenue for the six months ended March 31, 2001 increased 43.7% to
$12.3 million from $8.5 million for the six months ended March 31, 2000. The net
increase of $3.8 million was primarily due to revenue from services, which
increased to $7.4 million for the six months ended March 31, 2001 from $5.4
million for the six months ended March 31, 2000. This was primarily due to
additional contracts in bioanalytical and preclinical services. Product revenue
increased to $4.9 million in the six months ended March 31, 2001 from $3.2
million for the six months ended March 31, 2000. This was primarily due to
increased revenue from the sale of Culex automated blood sampling devices and
related products and the sale of animal monitoring related products.
8
Total cost of revenue for the six months ended March 31, 2001 increased
11.3% to $6.4 million from $5.7 million for the six months ended March 31, 2000.
This increase of $700,000 was primarily due to the increase in product revenue.
Cost of service revenue decreased to 64.6% as a percentage of service revenue
for the six months ended March 31, 2001 from 85.2% of service revenue for the
six months ended March 31, 2000 primarily due to the increase in bioanalytical
and preclinical revenue. Cost of product revenue decreased to 33.3% as a
percentage of product revenue for the six months ended March 31, 2001 from 36.3%
of product revenue for the six months ended March 31, 2000, primarily due to the
change in product mix.
Selling expenses for the six months ended March 31, 2001 increased 10.3% to
$1,688,000 from $1,530,000 for the six months ended March 31, 2000 primarily due
to increased product sales. Research and development expenses for the six months
ended March 31, 2001 decreased 9.4% to $811,000 from $895,000 for the six months
ended March 31, 2000 primarily due to the increase in grant reimbursements.
General and administrative expenses for the six months ended March 31, 2001
increased 29.4% to $1,785,000 from $1,379,000 for the six months ended March 31,
2000, primarily from increased staffing in the preclinical services unit.
Other income (expense), net, was approximately $(264,000) in the six months
ended March 31, 2001, as compared to approximately $(232,000) in the six months
ended March 31, 2000 as a result of an increase in interest expense due to the
increase in the interest rate of the Company's line of credit.
The Company's effective tax rate for the six months ended March 31, 2001
was 42.3% as compared to 35.0% for the six months ended March 31, 2000,
primarily due to nondeductible foreign losses.
LIQUIDITY AND CAPITAL RESOURCES
At DecemberMarch 31, 2000,2001, the Company had cash and cash equivalents of $391,000$325,000
compared to cash and cash equivalents of $477,000 at September 30, 2000. The
decrease in cash resulted primarily from the Company's investing activities.capital expenditures.
The Company's net cash usedprovided (used) by operating activities was $64,000$937,000
for the threesix months ended DecemberMarch 31, 20002001 as compared to $742,000$(1,236,000) for the
first threesix months of fiscal 1999 primarily due to the reduction in accounts payable in the
quarter ended December 31, 1999 and the effect of the consolidation of financial
results with the acquisition of T.P.S., Inc. on October 1, 1999.2000. The negativeincreased cash flow from operations during
the threesix months ended DecemberMarch 31, 20002001 was partiallyprimarily the result of a net income of
$195,000 plus non-cash charges of
$575,000 offset by a net change of $(834,000) in operating assets and
liabilities.$777,000. The most significant increase in operating assets related to accounts
receivable, which increased $367,000$1,682,000 to $3,495,000$4,810,000 at DecemberMarch 31, 2000
primarily due to the increase in revenue.
- 8 -
2001.
Cash used by investing activities was $129,000$618,000 for the threesix months ended
DecemberMarch 31, 20002001 as compared to $837,000$905,000 for the threesix months ended DecemberMarch 31, 19992000,
primarily due to the acquisition of T.P.S., Inc. in the quartersix months ended DecemberMarch
31, 1999.2000. Cash providedused by financing activities for the threesix months ended DecemberMarch 31,
20002001 was $113,000,$491,000 primarily due to the increasepay down of debt.
Total expenditures by the Company for property and equipment were $129,000$618,000
and $408,000$459,000 for the threesix months ended DecemberMarch 31, 20002001 and 1999,2000, respectively.
Expenditures made in connection with the expansion of the Company's operating
facilities and purchases of laboratory equipment accountedaccount for the largestmaterial
portions of these expenditures. 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 line
of credit will be sufficient to fund its anticipated working capital and capital
expenditure requirements.
9
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 plus 75 basis points (10.25(8.75 % at
DecemberMarch 31, 2000)2001). The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $2,495,934$2,009,662 outstanding on this line of credit at DecemberMarch 31, 2000.2001. The Company
has renewed the working capital line of credit, which now expires April 1, 2002.
The interest will accrue monthly on the outstanding balance at the bank's prime
rate minus 25 to plus 75 basis points or at the London Interbank Offered Rate
(LIBOR) plus 200 to 300 basis points depending upon certain financial ratios.
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 (8.56%(7.0838% at DecemberMarch 31, 2000)2001).
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. During the quarter ended December 31, 2000, the
Company settled this case for an immaterial amount.
- 9 -ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of shareholders of the Company held February 15,
2001, the following actions were taken:
1. The following directors were elected to serve until the next annual meeting
and until their successors are duly elected and qualified:
Votes
Votes For Withheld
William E. Baitinger 4,295,730 15,125
Michael K. Campbell 4,300,430 10,425
Candice B. Kissinger 4,300,430 10,425
Peter T. Kissinger 4,299,420 11,435
E. John A. Kraeutler 4,299,160 11,695
Ronald E. Shoup 4,300,390 10,465
W. Leigh Thompson 4,300,430 10,425
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, 2001 was approved by the vote of 4,302,105 shares for
approval, 4,800 shares against approval, and 3,950 shares abstaining.
10
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).
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).
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).
10.2 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 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).
10.7 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).
10.8 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).
10.9 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).
10.10 Business Loan Agreement by and between Bioanalytical Systems,
Inc., and Bank One, Indiana, N.A. dated April 1, 2000.2000
(Incorporated by reference to Exhibit 10.10 to Form 10-Q for the
quarter ended June 30, 2000).
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 Form 10-Q for the
quarter ended March 31, 1998).
- 10 -
10.12 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 Form 10-Q for the
quarter ended March 31, 1998).
10.13 Promissory Note by and between Bioanalytical Systems, Inc. and
Bank One, Indiana, NA,N.A., 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
10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, Indiana, N.A., dated April 1, 2000.2000
(Incorporated by reference to Exhibitexhibit 10.19 to Form 10-Q for the
quarter ended June 30, 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.
12
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 9,May 15, 2001
By /s/ DOUGLAS P. WIETEN
---------------------------------------------------------------------
Douglas P. Wieten
Vice President-Finance, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)
Date: February 9,May 15, 2001
- 11 -13
BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
Number Assigned in
Regulation S-K Exhibit
Item 601 Number Description of Exhibit
-------- ------ ----------------------EXHIBIT 11.1 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
(Unaudited)
(in thousands except per share data)
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
March 31, 2001 March 31, 2000 March 31, 2001 March 31, 2000
-------------- -------------- -------------- --------------
(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 for the quarter ended December 31, 1997).
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated
by reference to Exhibit 3.2 to Form 10-Q for the quarter ended
December 31, 1997).
(4) 4.1 Specimen Certificate for
Basic
Average Common Shares
(Incorporated by reference to
Exhibit 4.1 to Registration Statementoutstanding 4,563 4,560 4,563 4,538
Net income (loss) $ 582 $ (427) $ 777 $ (799)
Per share amount $ .13 $ (.09) $ .17 $ (.18)
Diluted
Average Common Shares
outstanding 4,563 4,560 4,563 4,538
Net effect of dilutive stock options
based 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 Stock Option
Agreement (Incorporated by reference to Exhibit 10.5 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.6 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).
10.7 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).
10.8 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).
10.9 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).
10.10 Business Loan Agreement by and between Bioanalytical Systems, Inc.,
and Bank One, Indiana, N.A. dated April 1, 2000 (Incorporated by
reference to Exhibit 10.10 to Form 10-Q for the quarter ended June
30, 2000).
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 Form 10-Q forTreasury stock method
using the quarter ended
March 31, 1998).
- 12 -
10.12 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 Form 10-Q for the quarter ended March
31, 1998).
10.13 Promissory Note by and between Bioanalytical Systems, Inc. and Bank
One, Indiana, NA, dated June 24, 1999 related to loan in theaverage market price
26 --- 20 ---
Total 4,589 4,560 4,583 4,538
Net income (loss) $ 582 $ (427) $ 777 $ (799)
Per share amount of $3,500,000 (Incorporated by reference to Exhibit 10.18 to Form
10-Q for the quarter ended June 30, 1999).
10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2000
(Incorporated by reference to Exhibit 10.19 to Form 10-Q for the
quarter ended June 30, 2000).
(11) 11.1 Statement Regarding Computation of Per Share Earnings.
(15) No Exhibit
(18) No Exhibit
(19) No Exhibit
(22) No Exhibit
(23) No Exhibit
(24) No Exhibit
(27) 27.1 Financial Data Schedule
(99) No Exhibit$ .13 $ (.09) $ .17 $ (.18)
- 13 -14