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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number 333-36429
BIOANALYTICAL SYSTEMS, INC.
- ---------------------------
(Exact name of the registrant as specified in its charter)
INDIANA 35-1345024
- ------- ----------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2701 KENT AVENUE
WEST LAFAYETTE, IN 47906
- ------------------ -----
(Address of principal executive offices) (Zip code)
(765) 463-4527
- --------------
(Registrant's telephone number, including area code)
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, 1999, 4,507,893 Common Shares of the registrant were outstanding.
1
PAGE NUMBER
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
(Unaudited):
Consolidated Balance Sheets as of September 30, 1998 and
June 30, 1999 3
Consolidated Statements of Income for the Three Months
and Nine Months ended June 30, 1998 and 1999 4
Consolidated Statements of Cash Flows for the Nine Months
Ended June 30, 1998 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and
Analysis of Financial Condition and
Results of Operations 7
Item 3 - Quantitative and Qualitative
Disclosures About Market Risk 10
PART II OTHER INFORMATION
Item 1 - Legal Proceedings
Item 2 - Changes in Securities and Use
of Proceeds 10
Item 5 - Other Information 10
Item 6 - Exhibits and Reports on Form
8-K 10
SIGNATURES 12
2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, June 30,
1998 1999
Note (Unaudited)
------------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,208 $ 1,860
Accounts receivable, net 3,045 2,814
Inventories 1,881 2,010
Other current assets 60 92
Deferred income taxes 169 169
-------- --------
Total Current Assets 6,363 6,945
Goodwill, less accumulated amortization of $62 and $124 1,134 1,073
Other assets 232 204
Property and equipment:
Land and improvements 171 171
Buildings and improvements 8,355 11,536
Machinery and equipment 7,463 8,228
Office furniture and fixtures 1,074 1,283
Construction in process 1,464 171
-------- --------
18,527 21,389
Less accumulated depreciation (3,976) (4,757)
-------- --------
14,551 16,632
-------- --------
Total Assets $22,280 $24,854
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,941 $ 1,323
Income taxes payable 156 4
Accrued expenses 352 351
Customer advances 319 54
Current portion of long-term debt 308 477
-------- --------
Total current liabilities 3,076 2,209
Long-term debt, less current portion 1,124 4,239
Deferred income taxes 1,236 1,273
Shareholders' equity:
Common Shares: 19,000,000 shares
authorized; 4,495,319 and 4,507,893
shares issued and outstanding 996 999
Additional paid-in capital 10,468 10,479
Retained earnings 5,390 5,651
Accumulated other comprehensive income-
Currency translation adjustment (10) 4
-------- --------
Total shareholders' equity 16,844 17,133
-------- --------
Total liabilities and shareholders' equity $22,280 $24,854
======== ========
<FN>
The balance sheet at September 30, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
</FN>
3
BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(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,
1998 1999 1998 1999
-------------- -------------- -------------- --------------
Product revenue $ 2,481 $2,412 $ 7,982 $ 7,036
Services revenue 2,040 2,561 5,319 7,592
-------- ------- -------- --------
Total revenue 4,521 4,973 13,301 14,628
Cost of product revenue 875 901 2,754 2,724
Cost of services revenue 1,135 1,795 3,002 4,994
-------- ------- -------- --------
Total cost of revenue 2,010 2,696 5,756 7,718
Gross profit 2,511 2,277 7,545 6,910
Operating expenses:
Selling 1,101 1,011 3,272 2,952
Research and development 639 463 1,713 1,498
General and administrative 525 675 1,662 1,974
-------- ------- -------- --------
Total Operating Expenses 2,265 2,149 6,647 6,424
-------- ------- -------- --------
Operating income 246 128 898 486
Interest income 25 4 75 11
Interest expense (8) (47) (46) (112)
Other income (expense) (10) 15 (20) 63
Gain (loss) on sale of property and
equipment 1 (8) 45 (12)
-------- ------- -------- --------
Income before income taxes 254 92 952 436
Income taxes 124 25 395 175
-------- ------- -------- --------
Net income $ 130 $ 67 $ 557 $ 261
======== ======= ======== ========
Basic net income per common share $ .03 $ .01 $ .14 $ .06
Diluted net income per common and common
equivalent share $ .03 $ .01 $ .13 $ .06
Basic weighted average common shares
outstanding 4,469,902 4,507,893 3,989,776 4,503,432
Diluted weighted average common and common
equivalent shares outstanding 4,637,521 4,693,878 4,324,587 4,672,914
<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, 1998 June 30, 1999
----------------- -----------------
Operating activities:
Net income $ 557 $ 261
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 546 843
Deferred income taxes 126 37
Changes in operating assets and liabilities:
Accounts receivable (184) 232
Inventories (206) (129)
Other assets 90 (5)
Accounts payable (182) (618)
Income taxes payable (49) (151)
Accrued expenses and customer advances 351 (268)
-------- --------
Net cash provided by operating activities 1,049 202
Investing activities:
Capital expenditures (2,048) (2,862)
Payments for purchase of net assets of Vetronics, Inc. net of cash
acquired (326) ---
-------- --------
Net cash used by investing activities (2,374) (2,862)
Financing activities:
Borrowings of long-term debt 0 3,500
Payments of long-term debt (5,006) (216)
Borrowings on lines of credit 860 2,850
Payments on lines of credit (1,573) (2,850)
Net proceeds from initial public offering 9,362 ---
Net proceeds from the exercise of stock options 190 14
Other (13) 14
-------- --------
Net cash provided by financing activities 3,820 3,312
-------- --------
Net increase in cash and cash equivalents 2,495 652
Cash and cash equivalents at beginning of period 161 1,208
-------- --------
Cash and cash equivalents at end of period $ 2,656 $ 1,860
======== ========
<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") manufacture
scientific instruments for use in the determination of trace amounts of organic
compounds in biological, environmental and industrial materials. The Company
sells its equipment and software for use in industrial, governmental and
academic laboratories. The Company also engages in laboratory services,
consulting and research related to analytical chemistry and chemical
instrumentation. The Company's customers are located in the United States and
throughout the world.
(2) RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes
standards for reporting and display of comprehensive income in the financial
statements. SFAS 130 is effective for fiscal years beginning after December 15,
1997. The Company has adopted SFAS 130 effective October 1, 1998.
(3) INTERIM FINANCIAL STATEMENTS PRESENTATION
The accompanying interim financial statements are unaudited and have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements,
and therefore these interim 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, 1998. In the opinion of
management, the consolidated financial statements for the three month periods
and the nine month periods ended June 30, 1998 and 1999 include all normal and
recurring adjustments which are necessary for a fair presentation of the results
of the interim periods. The results of operations for the three month period and
the nine month period ended June 30, 1999 are not necessarily indicative of the
results for the year ending September 30, 1999.
(4) INVENTORIES
Inventories consisted of (in thousands):
September 30, 1998 June 30, 1999
------------------ --------------
Raw materials $ 966 $1,030
Work in progress 317 338
Finished goods 677 722
------- -------
1,960 2,090
LIFO reserve (79) (80)
------- -------
Total LIFO cost $1,881 $2,010
======= =======
(5) DEBT
On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage. The
mortgage note has a 5 year term, while the principal will be amortized assuming
a 20 year amortization period with a balloon payment at maturity. Interest is
charged at the one month LIBOR rate plus 200 basis points ( 7.02% at June 30,
1999). The Company has a working capital line of credit agreement which expires
April 1, 2000 and allows borrowings of up to $3,500,000. Interest is charged at
the prime rate minus 25 basis points ( 7.50% at June 30, 1999). This line of
credit was unused at June 30, 1999. The line is collateralized by inventories
and accounts receivable. The Company has an acquisition line of credit agreement
which expires April 1, 2000 and allows borrowings of up to $4,000,000. Interest
is charged at the prime rate ( 7.75% at June 30, 1999). This line of credit was
unused at June 30, 1999.
6
(6) LITIGATION
In April 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action
against the Company in the United States District Court for the District of New
Jersey in which CMA alleged that the Company's microdialysis probes infringe
U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied
infringement and in which it asserted that the patent on which CMA relies is
invalid. The matter is now awaiting a trial date. Although an estimate of the
possible loss has not been made, management intends to continue a vigorous
defense of CMA's claims, and believes that the ultimate outcome of this matter
will not have a material adverse effect on the Company's financial condition or
results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q may contain "forward-looking statements," within the meaning
of Section 27A of the Securities Act of 1933, as amended, and/or Section 21E of
the Securities Exchange Act of 1934, as amended. Those statements may include,
but are not limited to, discussions regarding the Company's intent, belief or
current expectations with respect to (i) the Company's strategic plans; (ii) the
Company's future profitability; (iii) the Company's capital requirements; (iv)
industry trends affecting the Company's financial condition or results of
operations; (v) the Company's sales or marketing plans; or (vi) the Company's
growth strategy. Investors in the Company's Common Shares are cautioned that
reliance on any forward-looking statement involves risks and uncertainties,
including the risk factors contained in the Company's Registration Statement on
Form S-1, File No. 333-36429. Although the Company believes that the assumptions
on which the forward-looking statements contained herein are reasonable, any of
those assumptions could prove to be inaccurate, and as a result, the
forward-looking statements based upon those assumptions also could be incorrect.
In light of the uncertainties inherent in any forward-looking statement, the
inclusion of a forward-looking statement herein should not be regarded as a
representation by the Company that the Company's plans and objectives will be
achieved.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1998
Total revenue for the three months ended June 30, 1999 increased 10.0% to
approximately $5.0 million from approximately $4.5 million for the three months
ended June 30, 1998. The net increase of approximately $500,000 was primarily
due to increased revenue from services, which increased to approximately $2.6
million in the three months ended June 30, 1999 from approximately $2.0 million
for the three months ended June 30, 1998. This increase of approximately
$600,000 was primarily due to the additional revenue related to the services
unit acquired in the UK on July 1, 1998. Product revenue decreased to
approximately $2.4 million for the three months ended June 30, 1999 from
approximately $2.5 million for the three months ended June 30, 1998, primarily
as a result of the negative impact of reduced sales in Asia due to the currency
situation.
Total cost of revenue for the three months ended June 30, 1999 increased
34.1% to approximately $2.7 million from approximately $2.0 million for the
three months ended June 30, 1998. This increase of approximately $700,000 was
primarily due to the additional cost of revenue related to the services unit
acquired in the UK on July 1, 1998. Cost of product revenue increased to 37.4%
as a percentage of product revenue for the three months ended June 30, 1999 from
35.3% of product revenue for the three months ended June 30, 1998, primarily due
to a change in product mix. Cost of services revenue increased to approximately
70.1% as a percentage of services revenue for the three months ended June 30,
1999 from approximately 55.6% of services revenue for the three months ended
June 30, 1998 primarily due to an increase in the level of services staffing.
7
Selling expenses for the three months ended June 30, 1999 decreased 8.2% to
approximately $1,011,000 from approximately $1,101,000 for the three months
ended June 30, 1998 primarily due to reduced distributor commissions. Research
and development expenses for the three months ended June 30, 1999 decreased
27.5% to approximately $ 463,000 from approximately $639,000 for the three
months ended June 30, 1998 primarily due to the expiration of certain grant
projects. General and administrative expenses for the three months ended June
30, 1999 increased 28.6% to approximately $675,000 from approximately $525,000
for the three months ended June 30, 1998, primarily as a result of increased
benefits expenses related to the Company's enhanced vacation policy.
Other income (expense), net, was approximately $(36,000) in the three months
ended June 30, 1999, as compared to approximately $8,000 in the three months
ended June 30, 1998, primarily as a result of increased interest expense.
The Company's effective tax rate for the three months ended June 30, 1999
was 27.1% as compared to 48.8% for the three months ended June 30, 1998. The
lower rate for the three months ended June 30, 1999 was due in part to the
increase in the relative size of the Company's net favorable permanent
differences to book income.
NINE MONTHS ENDED JUNE 30, 1999 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1998
Total revenue for the nine months ended June 30, 1999 increased 10.0% to
approximately $14.6 million from approximately $13.3 million for the nine months
ended June 30, 1998. The net increase of approximately $ 1,300,000 was primarily
due to increased revenue from services, which increased to approximately $7.6
million in the nine months ended June 30, 1999 from approximately $5.3 million
for the nine months ended June 30, 1998. This increase of approximately
$2,300,000 was primarily due to the additional revenue related to the services
unit acquired in the UK on July 1, 1998. Product revenue decreased to
approximately $7.0 million for the nine months ended June 30, 1999 from
approximately $8.0 million for the nine months ended June 30, 1998 primarily as
a result of the negative impact of reduced sales in Asia due to the currency
situation.
Total cost of revenue for the nine months ended June 30, 1999 increased
34.1% to approximately $7.7 million from approximately $5.8 million for the nine
months ended June 30, 1998. This increase of approximately $1.9 million was
primarily due to the additional cost of revenue related to the services unit
acquired in the UK on July 1, 1998. Cost of product revenue increased to 38.7%
as a percentage of product revenue for the nine months ended June 30, 1999 from
34.5% of product revenue for the nine months ended June 30, 1998, primarily due
to a change in product mix. Cost of services revenue increased to approximately
65.8% as a percentage of services revenue for the nine months ended June 30,
1999 from approximately 56.4% of services revenue for the nine months ended June
30, 1998 primarily due to an increase in the level of services staffing.
Selling expenses for the nine months ended June 30, 1999 decreased 9.8% to
approximately $2,952,000 from approximately $3,272,000 for the nine months ended
June 30, 1998 primarily due to reduced distributor commissions. Research and
development expenses for the nine months ended June 30, 1999 decreased 12.6% to
approximately $1,498,000 from approximately $1,713,000 for the nine months ended
June 30, 1998 primarily due to the expiration of certain grant projects. General
and administrative expenses for the nine months ended June 30, 1999 increased
18.8% to approximately $1,974,000 from approximately $1,662,000 for the nine
months ended June 30, 1998, primarily as a result of increased expenses related
to the Company's efforts to address potential Y2K exposure.
Other income (expense), net, was approximately $(50,000) in the nine months
ended June 30, 1999, as compared to approximately $55,000 in the nine months
ended June 30, 1998 as a result of a reduction in net interest income due to the
decrease in cash and cash equivalents.
8
The Company's effective tax rate for the nine months ended June 30, 1999
was 40.1% as compared to 41.5% for the nine months ended June 30, 1998. The
lower rate for the nine months ended June 30, 1999 was due in part to the
increase in the relative size of the Company's net favorable permanent
differences to book income.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had cash and cash equivalents of
approximately $1,860,000 compared to cash and cash equivalents of approximately
$1,208,000 at September 30, 1998. The increase in cash resulted primarily from
the Company's increase of long term debt.
The Company's net cash provided (used) by operating activities was
approximately $202,000 for the nine months ended June 30, 1999 as compared to
approximately $1,049,000 for the first nine months of fiscal 1998. The positive
cash flow from operations during the nine months ended June 30, 1999 was
partially the result of net income of approximately $261,000 plus non-cash
charges of approximately $880,000 offset by a net change of approximately
$(939,000) in operating assets and liabilities. The most significant decrease in
operating liabilities related to accounts payable, which decreased to
approximately $1,323,000 at June 30, 1999 from approximately $1,941,000 at
September 30, 1998.
Cash used by investing activities increased to approximately $2,862,000 for
the nine months ended June 30, 1999 from approximately $2,374,000 for the nine
months ended June 30, 1998, primarily as a result of the Company's move toward
completion of construction of certain additional facilities. Cash provided by
financing activities for the nine months ended June 30, 1999 was approximately
$3,312,000 primarily due to the increase of debt.
Total expenditures by the Company for property and equipment were
approximately $2,862,000 and $2,048,000 for the nine months ended June 30, 1999
and 1998, respectively. Expenditures made in connection with the expansion of
the Company's operating facilities and purchases of laboratory equipment account
for the largest portions of these expenditures. The Company anticipates
decreased levels of capital expenditures during the remainder of fiscal 1999 in
connection with the renovation and construction of additional facilities and the
purchase of additional laboratory equipment. The Company currently has no firm
commitments for capital expenditures other than in connection with the expansion
of the Company's facilities. 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
relationships will be sufficient to fund its anticipated working capital and
capital expenditure requirements.
On June 24, 1999 the Company obtained a $3,500,000 commercial mortgage. The
mortgage note has a 5 year term, while the principal will be amortized assuming
a 20 year amortization period with a balloon payment at maturity. Interest is
charged at the one month LIBOR rate plus 200 basis points ( 7.02% at June 30,
1999). The Company has a working capital line of credit agreement which expires
April 1, 2000 and allows borrowings of up to $3,500,000. Interest is charged at
the prime rate minus 25 basis points ( 7.50% at June 30, 1999). This line of
credit was unused at June 30, 1999. The line is collateralized by inventories
and accounts receivable. The Company has an aquisition line of credit agreement
which expires April 1, 2000 and allows borrowings of up to $4,000,000. Interest
is charged at the prime rate ( 7.75% at June 30, 1999). This line of credit was
unused at June 30, 1999.
YEAR 2000
The Company undertook in fiscal 1998 to identify those information
technology and other systems which may not be Year 2000 compliant. The Company
has identified that its primary computer hardware and software systems will
require modifications, and the Company has developed and commenced
implementation of a plan to modify such systems to recognize the Year 2000.
Management currently expects this project to be substantially complete by the
end of the summer of 1999, and management estimates that the project will
involve capital expenditures (excluding normal system upgrades and replacements)
of less than $100,000. Management has initiated discussions with significant
suppliers, customers and financial institutions to ensure that those parties
have appropriate plans to remediate Year 2000 issues where their systems
interface with the Company's systems or otherwise impact its operations. The
Company is also assessing the extent to which its operations are vulnerable
should those organizations fail to properly remediate their computer systems.
The cost of the Year 2000 initiatives in the aggregate is not expected to be
material to the Company's results of operations or financial position.
9
EFFECT OF NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes standards
for reporting and display of comprehensive income in the financial statements.
SFAS 130 is effective for fiscal years beginning after December 15, 1997. The
Company has adopted SFAS 130 effective October 1, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In April, 1997, CMA Microdialysis Holding A.B. ("CMA") filed an action
against the Company in the United States District Court for the District of New
Jersey in which CMA alleged that the Company's microdialysis probes infringe
U.S. Patent No. 4,694,832. The Company has filed an answer in which it denied
infringement and asserted that the patent on which CMA relies is invalid. Sales
of the product in question accounted for less than one percent of the Company's
revenues in fiscal 1998 and for the first three quarters of fiscal 1999. The
matter is now awaiting a trial date. Management intends to continue a vigorous
defense against CMA's claims, and believes that the ultimate outcome of this
matter will not have a material adverse effect on the Company's financial
condition or results of operations. However, legal expenses associated with the
defense of this suit have had and may continue to have an adverse effect on
earnings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable.
ITEM 5. OTHER INFORMATION
On August 12, 1999, the Company announced that it had entered into a
non-binding letter of intent to acquire Toxicology Pathology Services, Inc. of
Mt. Vernon, Indiana, pending a detailed business and legal review. TPS is a
provider of pre-clinical research services to pharmaceutical, medical device
and other markets. The press release issued by the Company has been filed as an
exhibit to this Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10
3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical
Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No.
000-23357)
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by
reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357).
4.1 Specimen Certificate for Common Shares (Incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429)
10.1 Form of Employee Confidentiality Agreement (Incorporated by reference
to Exhibit 10.1 to Registration Statement on Form S-1, Registration No.
333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option
Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10.4 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.6 Security Agreement by and between Bioanalytical Systems, Inc. and Bank
One, Lafayette, N.A., dated August 22, 1996 (Incorporated by reference to
Exhibit 10.17 to Registration Statement on Form S-1, Registration No.
333-36429).
10.7 Master Lease Agreement by and between Bioanalytical Systems, Inc. and
Bank One Leasing Corporation dated November 9, 1994 (Incorporated by reference
to Exhibit 10.18 to Registration Statement on Form S-1, Registration No.
333-36429).
10.8 Financing Lease by and between Bioanalytical Systems, Inc. and Bank
One Leasing Corporation, dated November 9, 1994 (Incorporated by reference to
Exhibit 10.19 to Registration Statement on Form S-1, Registration No.
333-36429).
10.9 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank
One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference to Exhibit
10.24 to Registration Statement on Form S-1, Registration No. 333-36429).
10.10 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10.26 to Registration Statement on Form
S-1, Registration No. 333-36429).
11
10.11 Form of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.27 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.12 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.28 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.13 Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock
Option Agreement (Incorporated by reference to Exhibit 10.29 to Registration
Statement on Form S-1, Registration No. 333-36429)
10.14 Business Loan Agreement by and between Bioanalytical Systems, Inc.,
and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated by reference to
Exhibit 10.14 to Quarterly Report Form 10-Q for the quarter ended June 30,
1998).
10.15 Commercial Security Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference
to Exhibit 10.15 to Quarterly Report Form 10-Q for the quarter ended March 31,
1998).
10.16 Negative Pledge Agreement by and between Bioanalytical Systems, Inc.
and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to
Exhibit 10.16 to Quarterly Report Form 10-Q for the quarter ended June 30,
1998).
10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated by reference
to Exhibit 10.17 to Quarterly Report Form 10-Q for the quarter ended June 30,
1998).
10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc.
and Bank One, Indianapolis, NA, dated June 24, 1999 related to loan in the
amount of $3,500,000.
11.1 Statement Regarding Computation of Per Share Earnings.
27.1 Financial Data Schedule
99.1 Press release announcing non-binding letter of intent with
Toxicology Pathology Services, Inc.
(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: August 16, 1999
By /s/ DOUGLAS P. WIETEN
- ----------------------------
Douglas P. Wieten
Vice President of Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: August 16, 1999
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BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
Number Assigned in
Regulation S-K Exhibit
Item 601 Number Description of Exhibit
------------------ ------- ----------------------
(2) No Exhibit.
(3) 3.1 Second Amended and Restated Articles of Incorporation of
Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit
3.1 to Form 10-Q, File No. 000-23357)
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated
by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357).
(4) 4.1 Specimen Certificate for Common Shares (Incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration No.
333-36429)
4.2 See Exhibits 3.1 and 3.2
(10) 10.1 Form of Employee Confidentiality Agreement (Incorporated by
reference to Exhibit 10.1 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option
Agreement (Incorporated by reference to Exhibit 10.3 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option
Plan (Incorporated by reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.5 to
Registration Statement on Form S-1, Registration No. 333-36429).
10.6 Security Agreement by and between Bioanalytical Systems, Inc. and
Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by
reference to Exhibit 10.17 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.7 Master Lease Agreement by and between Bioanalytical Systems, Inc.
and Bank One Leasing Corporation dated November 9, 1994 (Incorporated
by reference to Exhibit 10.18 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.8 Financing Lease by and between Bioanalytical Systems, Inc. and Bank
One Leasing Corporation, dated November 9, 1994 (Incorporated by
Reference to Exhibit 10.19 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.9 Credit Agreement by and between Bioanalytical Systems, Inc. and Bank
One, Indiana, N.A., dated August 30, 1996 (Incorporated by reference
to Exhibit 10.24 to Registration Statement on Form S-1, Registration
No. 333-36429).
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10.10 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option
Plan (Incorporated by reference to Exhibit 10.26 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.11 Form of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock
Option Agreement (Incorporated by reference to Exhibit 10.27 to
Registration Statement on Form S-1, Registration No. 333-36429).
10.12 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan
(Incorporated by reference to Exhibit 10.28 to Registration Statement
on Form S-1, Registration No. 333-36429).
10.13 Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock
Option Agreement (Incorporated by reference to Exhibit 10.29 to
Registration Statement on Form S-1, Registration No. 333-36429).
10.14 Business Loan Agreement by and between Bioanalytical Systems,
Inc., and Bank One, Indiana, N.A. dated March 1, 1998 (Incorporated
by reference to Exhibit 10.14 to Quarterly report Form 10-Q for the
quarter ended June 30, 1998).
10.15 Commercial Security Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated
by reference to Exhibit 10.15 to Quarterly report Form 10-Q for the
quarter ended June 30, 1998).
10.16 Negative Pledge Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated
by reference to Exhibit 10.16 to Quarterly report Form 10-Q for the
quarter ended June 30, 1998).
10.17 Promissory Note for $7,500,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, N.A., dated March 1, 1998 (Incorporated
by reference to Exhibit 10.17 to Quarterly report Form 10-Q for the
quarter ended June 30, 1998).
10.18 Business Loan Agreement by and between Bioanalytical Systems, Inc.
and Bank One, Indianapolis, NA, dated June 24, 1999 related to
loan in the amount of $3,500,000.
(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) 99.1 Press release announcing non-binding letter of intent with Toxicology
Pathology Services, Inc.
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