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 June 30, 2001
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 0-23357
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 Identification No.)
incorporation or organization)
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 June 30, 2001, 4,564,277 Common Shares of the registrant were outstanding.
PAGE
NUMBER
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited):
Consolidated Balance Sheets as of June 30, 2001 and
September 30, 2000 2
Consolidated Statements of Operations for the Three
Months and Nine Months ended June 30, 2001 and 2000 4
Consolidated Statements of Cash Flows for the Nine Months
Ended June 30, 2001 and 2000 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
PART II OTHER INFORMATION
Item 1 Legal Proceedings 10
Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 12
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, September 30,
2001 2000
(Unaudited) (Note)
----------- ------
ASSETS
Current Assets:
Cash and cash equivalents $ 400 $ 477
Accounts receivable, net 3,466 3,128
Inventories 2,428 2,235
Other current assets 108 56
Refundable income taxes 48 313
Deferred income taxes 411 411
-------- --------
Total current assets 6,861 6,620
Property and equipment:
Land and improvements 496 496
Buildings and improvements 13,525 13,340
Machinery and equipment 10,220 9,536
Office furniture and fixtures 1,079 1,072
Construction in process 20 7
-------- --------
Total property and equipment 25,340 24,451
Less accumulated depreciation (6,721) (5,538)
-------- --------
Net property & equipment 18,619 18,913
Goodwill, less accumulated amortization of $260
and $213 943 990
Other assets 236 139
-------- --------
Total Assets $ 26,659 $ 26,662
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,747 $ 1,398
Income taxes payable --- 2
Accrued expenses 557 619
Customer advances 996 929
Revolving line of credit 615 2,267
Current portion of capital lease obligation 240 240
Current portion of long-term debt 233 234
-------- --------
Total current liabilities 4,388 5,689
Capital lease obligation, less current portion 485 663
Long-term debt, less current portion 2,800 2,975
Deferred income taxes 1,608 1,273
Shareholders equity:
Preferred Shares:
1,000,000 shares authorized;
no shares issued and outstanding --- ---
Common Shares: 19,000,000 shares
authorized; 4,564,277 and 4,562,645
shares issued and outstanding 1,011 1,011
Additional paid-in capital 10,499 10,496
Retained earnings 5,870 4,578
Accumulated other comprehensive loss (2) (23)
-------- --------
Total shareholders' equity 17,378 16,062
-------- --------
Total liabilities and shareholders' equity $ 26,659 $ 26,662
======== ========
2
<FN>
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 in the United
States for complete financial statements.
See accompanying notes.
</FN>
3
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
Three Months Three Months Nine Months Nine Months
Ended June 30, Ended June 30, Ended June 30, Ended June 30,
2001 2000 2001 2000
---- ---- ---- ----
Services revenue $ 3,693 $ 2,528 $ 11,056 $ 7,910
Product revenue 2,707 2,924 7,612 6,077
---------- ---------- --------- ---------
Total revenue 6,400 5,452 18,668 13,987
Cost of services revenue 2,414 2,278 7,167 6,862
Cost of product revenue 886 1,013 2,507 2,157
---------- ---------- --------- ---------
Total cost of revenue 3,300 3,291 9,674 9,019
Gross profit 3,100 2,161 8,994 4,968
Operating expenses:
Selling 817 1,009 2,505 2,539
Research and development 390 471 1,201 1,367
General and administrative 925 769 2,710 2,147
---------- ---------- --------- ---------
Total operating expenses 2,132 2,249 6,416 6,053
Operating income (loss) 968 (88) 2,578 (1,085)
Interest income 2 8 5 21
Interest expense (89) (135) (361) (377)
Other income 10 2 15 15
Gain (loss) on sale of property and equipment 5 (1) 5 (17)
---------- ---------- --------- ---------
Income (loss) before income taxes 896 (214) 2,242 (1,443)
Income taxes (benefit) 381 (75) 950 (505)
---------- ---------- --------- ---------
Net income (loss) $ 515 $ (139) $ 1,292 $ (938)
========== ========== ========= =========
Basic net income (loss) per common share $ .11 $ (.03) $ .28 $ (.21)
Diluted net income (loss) per common and
common equivalent share $ .11 $ (.03) $ .28 $ (.21)
Basic weighted average common shares
outstanding 4,563,547 4,562,645 4,563,395 4,546,203
Diluted weighted average common and common
equivalent shares outstanding 4,601,040 4,562,645 4,589,095 4,546,203
<FN>
See accompanying notes.
</FN>
4
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended Nine Months Ended
June 30, 2001 June 30, 2000
------------- -------------
Operating activities:
Net income (loss) $ 1,292 $ (938)
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 1,230 893
Loss (gain) on sale of property and equipment (5) 17
Deferred income taxes 335 (581)
Changes in operating assets and liabilities:
Accounts receivable (338) 1,036
Inventories (193) (283)
Refundable income taxes 265 -------
Other assets (149) 63
Accounts payable 349 (748)
Income taxes payable (2) (38)
Accrued expenses and customer advances 5 (159)
------- -------
Net cash provided (used) by operating activities 2,789 (738)
Investing activities:
Capital expenditures (884) (753)
Payments for purchase of net assets of TPS, Inc. net of cash acquired --- (446)
------- -------
Net cash used by investing activities (884) (1,199)
Financing activities:
Payments of long-term debt (354) (792)
Borrowings on line of credit 1,213 2,201
Payments on line of credit (2,865) (733)
Net proceeds from the exercise of stock options 3 25
------- -------
Net cash provided (used) by financing activities (2,003) 701
Effects of exchange rate changes 21 (12)
------- -------
Net decrease in cash and cash equivalents (77) (1,248)
Cash and cash equivalents at beginning of period 477 1,924
-------
Cash and cash equivalents at end of period $ 400 $ 676
======= =======
<FN>
See accompanying notes.
</FN>
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF THE BUSINESS
Bioanalytical Systems, Inc. and its subsidiaries (the "Company") engage in
supporting drug development with products and research services supplied
globally to pharmaceutical and biotechnology firms and research institutes. The
Company provides productivity tools, software and services required to obtain
numerical data supporting new drug and medical device applications. Company
personnel have special expertise for research on central nervous system
diseases, diabetes, in vivo sampling devices, veterinary instrumentation and
biosensors. Antidepressants, antipsychotics, chemotherapeutics,
antihypertensives, antibiotics and antivirals are among the drug programs in
which the Company 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 nine month periods ended June 30, 2001 and 2000 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 nine month period ended June 30, 2001 are not necessarily indicative of the
results for the year ending September 30, 2001.
(3) INVENTORIES
Inventories consisted of (in thousands):
June 30, 2001 September 30, 2000
------------- ------------------
Raw materials $ 1,207 $ 1,288
Work in progress 369 375
Finished goods 952 672
------- -------
2,528 2,335
LIFO reserve (100) (100)
------- -------
$ 2,428 $ 2,235
======= =======
(4) DEBT
The Company has a working capital line of credit, which expires April 1,
2002 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 (6.50% at
June 30, 2001). The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $614,638 outstanding on this line of credit at June 30, 2001. The interest
accrues 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 5.75% at June 30, 2001).
(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 infringed
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 operates 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.
Three Months Three Months Nine Months Nine Months
Operating Income (Loss) Ended Ended Ended Ended
(In thousands) June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
------------- ------------- ------------- -------------
Services $ 547 $ (321) $ 1,828 $ (444)
Products 421 409 750 (641)
------- ------ ------- --------
Total operating income (loss) 968 (88) 2,578 (1,085)
Corporate income (expenses) (72) 126) (336) (358)
------- ------ ------- --------
Income (loss) before income taxes $ 896 $ (214) $ 2,242 $ (1,443)
======= ====== ======= ========
(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.
In June 2001, the FASB issued Statements of Financial Accounting Standards
No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible
Assets", effective for fiscal years beginning after December 15, 2001. Under the
new rules, goodwill (and intangible assets deemed to have indefinite lives) will
no longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives. The Company will apply the new rules on
accounting for goodwill and other intangible assets beginning in the first
quarter of fiscal year 2003 (with early adoption permitted in fiscal year 2002).
Application of the nonamortization provisions of the Statement is expected to
result in an increase in net income of $77,000 ($.02 per share) per year. The
Company will perform the first of the required impairment tests of goodwill and
indefinite lived intangible assets as of October 1 of the year of adoption of
the Statements and has not yet determined what the effect of these tests will be
on the earnings and financial position of the Company.
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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000
Total revenue for the three months ended June 30, 2001 increased 17.4% to
$6.4 million from $5.5 million for the three months ended June 30, 2000. The net
increase of $900,000 was primarily due to increased revenue from services, which
increased to $3.7 million in the three months ended June 30, 2001 from $2.5
million for the three months ended June 30, 2000. This was primarily due to
additional bioanalytical, preclinical and pharmaceutical contracts.
Total cost of revenue for the three months ended June 30, 2001 was
unchanged at $3.3 million when compared to the three months ended June 30, 2000.
Cost of services revenue decreased to 65.4% of services revenue for the three
months ended June 30, 2001 from 90.1% of services revenue for the three months
ended June 30, 2000 primarily due to an increase in bioanalytical, preclinical
and pharmaceutical revenue. Cost of product revenue decreased to 32.7% of
product revenue for the three months ended June 30, 2001 from 34.6% of product
revenue for the three months ended June 30, 2000, primarily due to a change in
product mix.
Selling expenses for the three months ended June 30, 2001 decreased 19.0%
to $817,000 from $1,009,000 for the three months ended June 30, 2000 primarily
due to decreased distributors commissions. Research and development expenses for
the three months ended June 30, 2001 decreased 17.2% to $390,000 from $471,000
for the three months ended June 30, 2000 primarily due to increased grant
reimbursements. General and administrative expenses for the three months ended
June 30, 2001 increased 20.3% to $925,000 from $769,000 for the three months
ended June 30, 2000, primarily from increased administrative staffing in the
preclinical services unit.
Other expense, net, decreased 42.9% to $72,000 in the three months ended
June 30, 2001, as compared to other expense of $126,000 in the three months
ended June 30, 2000, primarily as a result of decreased interest expense due to
the decrease in the outstanding balance under the revolving line of credit.
8
The Company's effective tax rate for the three months ended June 30, 2001
was 42.5% as compared to 35.0% for the three months ended June 30, 2000
primarily due to nondeductible foreign losses.
NINE MONTHS ENDED JUNE 30, 2001 COMPARED WITH NINE MONTHS ENDED JUNE 30, 2000
Total revenue for the nine months ended June 30, 2001 increased 33.5% to
$18.7 million from $14.0 million for the nine months ended June 30, 2000. The
net increase of $4.7 million was primarily due to increased revenue from
services, which increased to $11.0 million in the nine months ended June 30,
2001 from $8.0 million for the nine months ended June 30, 2000 as a result of
the increase in bioanalytical, preclinical and pharmaceutical contracts. Product
revenue increased to $7.6 million for the nine months ended June 30, 2001 from
$6.1 million for the nine months ended June 30, 2000, primarily due to increased
revenue from the sale of Culex automated blood sampling devices and related
products, animal monitoring related products and the epsilon family of products.
Total cost of revenue for the nine months ended June 30, 2001 increased
7.3% to $9.7 million from $9.0 million for the nine months ended June 30, 2000.
This increase of $700,000 was primarily due to the additional cost of product
revenue due to the increase in product revenue. Cost of services revenue
decreased to 64.8% of services revenue for the nine months ended June 30, 2001
from 86.8% of services revenue for the nine months ended June 30, 2000 primarily
due to an increase in bioanalytical, preclinical and pharmaceutical contracts.
Cost of product revenue decreased to 32.9% of product revenue for the nine
months ended June 30, 2001 from 35.5% of product revenue for the nine months
ended June 30, 2000, primarily due to a change in product mix.
Selling expenses for the nine months ended June 30, 2001 decreased 1.3% to
$2,505,000 from $2,539,000 for the nine months ended June 30, 2000 primarily due
to decreased distributors commissions. Research and development expenses for the
nine months ended June 30, 2001 decreased 12.1% to $1,201,000 from $1,367,000
for the nine months ended June 30, 2000 primarily due to the increase in grant
reimbursements. General and administrative expenses for the nine months ended
June 30, 2001 increased 26.2% to $2,710,000 from $2,147,000 for the nine months
ended June 30, 2000, primarily from increased administrative staffing in the
preclinical services unit.
Other expense, net, was $336,000 in the nine months ended June 30, 2001, as
compared to $358,000 in the nine months ended June 30, 2000 as a result of a
decrease in interest expense due to the decrease in the outstanding balance
under the revolving line of credit.
The Company's effective tax rate for the nine months ended June 30, 2001 was
42.4% as compared to 35.0% for the nine months ended June 30, 2000, primarily
due to nondeductible foreign losses.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company had cash and cash equivalents of $400,000
compared to cash and cash equivalents of $477,000 at September 30, 2000. The
decrease in cash resulted primarily from the Company's financing activities.
The Company's net cash provided (used) by operating activities was
$2,789,000 for the nine months ended June 30, 2001 as compared to $ (738,000)
for the first nine months of fiscal 2000. The positive cash flow from operations
during the nine months ended June 30, 2001 was partially the result of a net
income of $1,292,000. The most significant increase in operating liabilities
related to accounts payable, which increased $349,000 to $1,747,000 at June 30,
2001.
Cash used by investing activities was $884,000 for the nine months ended
June 30, 2001 as compared to $1,199,000 for the nine months ended June 30, 2000,
primarily due to the acquisition of T.P.S., Inc. in the nine months ended June
30, 2000. Cash used by financing activities for the nine months ended June 30,
2001 was $2,003,000 primarily due to the decrease of the revolving line of
credit balance.
9
Total expenditures by the Company for property and equipment were $884,000
and $753,000 for the nine months ended June 30, 2001 and 2000, 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 currently has no firm commitments
for capital expenditures. The Company expects to make other investments to
expand its operations through internal growth and, as attractive opportunities
arise, through strategic acquisitions, alliances and joint ventures.
Based on its current business activities, the Company believes that cash
generated from its operations and amounts available under its existing bank line
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, 2002
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 (6.50 % at
June 30, 2001). The line is collateralized by inventories and accounts
receivable and requires the Company to maintain certain financial ratios. There
was $614,638 outstanding on this line of credit at June 30, 2001. The interest
accrues 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 on 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 (5.75% at June 30, 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. As reported in the Company's 10-Q for the quarter
ended December 30, 2000, the Company settled this case during that quarter for
an immaterial amount.
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
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, 2001.
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).
10.12 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, 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).
10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, Indiana, N.A. dated April 1, 2001.
11.1 Statement Regarding Computation of Per Share Earnings.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the quarter for which this report is
filed.
11
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: August 9, 2001
By /s/ DOUGLAS P. WIETEN
- ----------------------------------------
Douglas P. Wieten
Vice President-Finance, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)
Date: August 9, 2001
12