SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 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) <TABLE> <CAPTION> <S> <C> INDIANA. . . . . . . . . . . . . 35-1345024 (State or other jurisdiction of. (I.R.S. Employer incorporation or organization) . Identification No.) 2701 KENT AVENUE WEST LAFAYETTE, IN . . . . . . . 47906 (Address of principal executive. (Zip code) offices) (765) 463-4527 (Registrant's telephone number, including area code </TABLE> 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 March 31, 1998, 4,451,343 Common Shares of the registrant were outstanding.
<TABLE> <CAPTION> <S> <C> <C> PAGE NUMBER PART I . . . . . . . . FINANCIAL INFORMATION Item 1 - Financial Statements Unaudited): Consolidated Balance Sheets as of September 30, 1997 and March 31, 1998 4 Consolidated Statements of Income for 7 the Three Months and Six Months ended March 31, 1997 and 1998 Consolidated Statements of Cash Flows 9 for the Six Months Ended March 31, 1997 and 1998 Notes to Consolidated Financial 12 Statements Item 2 - Management's 12 Discussion and Analysis of Financial Condition and Results of Operations PART II. . . . . . . . OTHER INFORMATION 15 Item 1 - Legal 15 Proceedings Item 2 - Changes in 15 Securities and Use of Proceeds Item 4 - Submission of 16 Matters to a Vote of Security Holders Item 6 - Exhibits and 16 Reports on Form 8-K SIGNATURES 19 </TABLE>
PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) <S> <C> <C> September 30, March 31, 1997 1998 (Note) (Unaudited) ASSETS Current Assets: Cash and cash equivalents . . . . . . . . $ 161 $ 2,985 Accounts receivable, net. . . . . . . . . 3,014 2,969 Inventories . . . . . . . . . . . . . . . 1,911 2,105 Other current assets. . . . . . . . . . . 47 52 Deferred income taxes . . . . . . . . . . 210 210 Total Current Assets. . . . . . . . . . 5,343 8,321 Goodwill, less accumulated amortization of. 210 528 $30 and $41 Other assets. . . . . . . . . . . . . . . . 343 228 Property and equipment: Land and improvements . . . . . . . . . . 171 171 Buildings and improvements. . . . . . . . 4,294 8,332 Machinery and equipment . . . . . . . . . 4,067 4,730 Office furniture and fixtures . . . . . . 681 823 Construction in process . . . . . . . . . 3,625 178 12,838 14,234 Less accumulated depreciation . . . . . . (2,803) (3,154) 10,035 11,080 Total Assets. . . . . . . . . . . . . . . $ 15,931 $ 20,157 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable. . . . . . . . . . . . . $ 1,341 $ 1,287 Income taxes payable. . . . . . . . . . . 250 234 Accrued expenses. . . . . . . . . . . . . 353 309 Customer advances . . . . . . . . . . . . 102 158 Current portion of long-term debt . . . . 288 90 Lines of credit 515 --- Total current liabilities . . . . . . . 2,849 2,078 Long-term debt, less current portion. . . . 5,045 62 Deferred income taxes . . . . . . . . . . . 1,154 1,204 Convertible Preferred Shares: 1,000,000 shares authorized; 166,667 and no shares issued and outstanding . . . . . . . . . . . . 1,232 - Shareholders equity: Common Shares: 19,000,000 shares authorized; 2,247,601 and 4,451,343 shares issued and outstanding. . . . . 498 986 Additional paid-in capital. . . . . . . . 178 10,440 Retained earnings . . . . . . . . . . . . 4,978 5,405 Currency translation adjustment . . . . . (3) (18) Total shareholders' equity. . . . . . . 5,651 16,813 Total liabilities and shareholders' . . $ 15,931 $ 20,157 equity <FN> The balance sheet at September 30, 1997 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. </TABLE>
<TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (Unaudited) <S> <C> <C> <C> <C> Three Three Six Six Months Months Months Months Ended Ended Ended Ended March March March March 31,1997 31,1998 31,1997 31,1998 Product revenue. . . . . . . $ 2,503 $ 2,859 $ 4,877 $ 5,501 Services revenue . . . . . . 1,145 1,591 2,287 3,279 Total revenue . . . . . . 3,648 4,450 7,164 8,780 Cost of product revenue. . . 792 930 1,470 1,879 Cost of services revenue . . 728 970 1,387 1,867 Total cost of revenue . . 1,520 1,900 2,857 3,746 Gross profit . . . . . . . . 2,128 2,550 4,307 5,034 Operating expenses: Selling . . . . . . . . . 966 1,100 2,046 2,171 Research and development. 342 598 706 1,074 General and . . . . . . . 360 525 748 1,137 administrative Total Operating. . . . 1,668 2,223 3,500 4,382 Expenses Operating income . . . . . . 460 327 807 652 Interest income. . . . . . . 0 35 3 50 Interest expense . . . . . . (25) (16) (48) (38) Other income (expense) . . . (7) (13) (15) (10) Gain on sale of property . . 23 17 23 44 and equipment Income before income taxes . 451 350 770 698 Income taxes . . . . . . . . 186 119 317 271 Net income . . . . . . . . . $ 265 $ 231 $ 453 $ 427 Net income available to. . . $ 265 $ 231 $ 426 $ 427 common shareholders Basic net income per common. $ .12 $ .05 $ .19 $ .11 share Diluted net income per . . . $ .09 $ .05 $ .14 $ .10 common and common equivalent share Basic weighted average . . . 2,202,609 4,444,016 2,194,545 3,749,714 common shares outstanding Diluted weighted average . . 3,094,082 4,598,848 3,092,245 4,168,120 common and common equivalent shares outstanding <FN> See accompanying notes. </TABLE>
<TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) <S> <C> <C> Six Months Six Months Ended Ended March 31, March 31, 1997 1998 Operating activities: Net income. . . . . . . . . . . . . . . . . . . $ 453 $ 427 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization. . . . . . . . 299 361 Deferred income taxes. . . . . . . . . . . . 264 50 Changes in operating assets and liabilities: Accounts receivable . . . . . . . . . . . (452) 44 Inventories . . . . . . . . . . . . . . . (206) (193) Other assets. . . . . . . . . . . . . . . (86) 110 Accounts payable. . . . . . . . . . . . . (179) (54) Income taxes payable. . . . . . . . . . . 30 (17) Accrued expenses and customer advances. . 257 12 Net cash provided by operating activities . . . 380 740 Investing activities: Capital expenditures. . . . . . . . . . . . . . (1,218) (1,397) Payments for purchase of net assets of Vetronics, Inc. net of cash acquired. . . . . . -- (326) Net cash used by investing activities . . . . . (1,218) (1,723) Financing activities: Borrowings of long-term debt 1264 ---- Payments of long-term debt. . . . . . . . . . . (437) (4,984) Borrowings on lines of credit --- 860 Payments on lines of credit --- (1,573) Net proceeds from initial public offering --- 9,362 Net proceeds from the exercise of stock options 40 157 Redemption of preferred shares (325) ---- Other --- (15) Net cash provided by financing activities . . . 542 3,807 Net increase (decrease) in cash and cash Equivalents. . . . . . . . . . . . . . . . . (296) 2,824 Cash and cash equivalents at beginning of . . . 595 161 Period Cash and cash equivalents at end of period. . . $ 299 $ 2,985 <FN> See accompanying notes. </TABLE>
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) INTERIM FINANCIAL STATEMENTS PRESENTATION The accompanying interim financial statements are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore these consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, and the notes thereto, for the year ended September 30, 1997. In the opinion of management, the consolidated financial statements for the three month periods and the six month periods ended March 31, 1997 and 1998 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 March 31, 1998 are not necessarily indicative of the results for the year ending September 30, 1998. <TABLE> <CAPTION> (3) INVENTORIES Inventories consisted of (in thousands): <S> <C> <C> September 30, March 31, 1997 1998 Raw materials. . $ 909 $ 998 Work in progress 278 305 Finished goods . 801 879 1,988 2,182 LIFO reserve . . (77) (77) Total LIFO cost. $ 1,911 2,105 </TABLE> (4) NET INCOME PER COMMON SHARE In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. (5) INITIAL PUBLIC OFFERING On November 26, 1997, the Company completed an initial public offering of 1,250,000 Common Shares at an offering price of $8.00 per share. On December 19, 1997, the underwriters exercised an option to purchase an additional 100,000 Common Shares. The net proceeds to the Company from the public offering and the exercise of the over-allotment option by the underwriters, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $9.4 million. Upon the closing of the offering, all of the Company's outstanding Convertible Preferred Shares were converted into 752,399 Common Shares. (6) ACQUISITION On October 31, 1997, the Company acquired all of the outstanding capital stock of Vetronics, Inc. ("Vetronics"), which manufactures, markets and sells, electrocardiograph and vital sign monitors for small to midsize animals. The total purchase price consisted of $200,000 in cash, $150,000 in notes payable on July 1, 1998 and a contingent amount to be based upon the profitability of sales from products manufactured by Vetronics during the next two years. The Company believes that the addition of these products will enhance its position as a producer of physiology instrumentation. (7) SUBSEQUENT EVENT On April 2, 1998, the Company agreed to purchase three Benchtop Triple Stage Quadruple Mass Spectrometers. The purchase price of these instruments is approximately $770,000, with payment terms of 50% due upon placement of the order, 40% due upon delivery and 10% due upon acceptance of the instruments. 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, Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include, but may not be 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 MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31, 1997 Total revenue for the three months ended March 31, 1998 increased 22.0% to approximately $4.5 million from approximately $3.6 million for the three months ended March 31, 1997. The net increase of approximately $900,000 was primarily due to increased revenue from services, which increased to approximately $1.6 million in the three months ended March 31, 1998 from approximately $1.1 million in the three months ended March 31, 1997 as a result of the expansion of types and volume of services provided by the Company. During this same period, product revenue increased to approximately $2.9 million for the three months ended March 31, 1998 from approximately $2.5 million for the three months ended March 31, 1997 primarily as a result of sales of a new line of physiology monitoring products acquired in connection with the acquisition of Vetronics on October 31, 1997. Total cost of revenue for the three months ended March 31, 1998 increased 25.0% to approximately $1.9 million from approximately $1.5 million for the three months ended March 31, 1997. This increase of approximately $400,000 was primarily due to the additional cost of revenue related to the services unit. Cost of product revenue increased to 32.5% as a percentage of product revenue for the three months ended March 31, 1998 from 31.6% of product revenue for the three months ended March 31, 1997, due to a change in product mix. Cost of service revenue decreased to approximately 61.0% as a percentage of service revenue for the three months ended March 31, 1998 from approximately 63.6% of services revenue for the three months ended March 31, 1997 due to an increase in the level of services revenue. Selling expenses for the three months ended March 31, 1998 increased 13.9% to approximately $1,100,000 from approximately $966,000 for the three months ended March 31, 1997 due to the promotion of the new homocysteine kit. Research and development expenses for the three months ended March 31, 1998 increased 74.9% to approximately $598,000 from approximately $342,000 for the three months ended March 31, 1997 due to the acceleration of product development and increased activity in the NIH and NASA grant projects. General and administrative expenses for the three months ended March 31, 1998 increased 45.8% to approximately $525,000 from approximately $360,000 for the three months ended March 31, 1997, primarily as a result of increased property taxes incurred in connection with the Company's purchase and construction of additional facilities as well as increased general and administrative expenses related to the Company's defense of a patent infringement suit. Other income (expense), net, was approximately $23,000 in the three months ended March 31, 1998, as compared to approximately $(9,000) in the three months ended March 31, 1997 as a result of a reduction in net interest expense due to an increase in cash and cash equivalents resulting from the initial public offering. The Company's effective tax rate for the three months ended March 31, 1998 was 34.0% as compared to 41.2% for the three months ended March 31, 1997. This decrease was due in part, to improving profitability from operations in the United Kingdom. SIX MONTHS ENDED MARCH 31, 1998 COMPARED WITH SIX MONTHS ENDED MARCH 31, 1997 Total revenue for the six months ended March 31, 1998 increased 22.6% to approximately $8.8 million from approximately $7.2 million for the six months ended March 31, 1997. The net increase of approximately $1,600,000 was primarily due to increased revenue from services, which increased to approximately $3.3 million in the six months ended March 31, 1998 from approximately $2.3 million in the six months ended March 31, 1997 as a result of the expansion of types and volume of services provided by the Company. During this same period, product revenue increased to approximately $5.5 million for the six months ended March 31, 1998 from approximately $4.9 million for the six months ended March 31, 1997 primarily as a result of sales of a new line of physiology monitoring products acquired in connection with the acquisition of Vetronics on October 31, 1997. . Total cost of revenue for the six months ended March 31, 1998 increased 31.1% to approximately $3.7 million from approximately $2.9 million for the six months ended March 31, 1997. This increase of approximately $800,000 was primarily due to the additional cost of revenue related to the services unit. Cost of product revenue increased to 34.2% as a percentage of product revenue for the six months ended March 31, 1998 from 30.1% of product revenue for the six months ended March 31, 1997, due to a change in product mix. Cost of services revenue decreased to approximately 56.9% as a percentage of service revenue for the six months ended March 31, 1998 from approximately 60.6% of services revenue for the six months ended March 31, 1997 due to an increase in the level of services revenue. Selling expenses for the six months ended March 31, 1998 increased 6.1% to approximately $2,171,000 from approximately $2,046,000 for the six months ended March 31, 1997 due to the promotion of the new homocysteine kit. Research and development expenses for the six months ended March 31, 1998 increased 52.1% to approximately $1,074,000 from approximately $706,000 for the six months ended March 31, 1997 due to the acceleration of product development and increased activity in the NIH and NASA grant projects. General and administrative expenses for the six months ended March 31, 1998 increased 52.0% to approximately $1,137,000 from approximately $748,000 for the six months ended March 31, 1997, primarily as a result of increased property taxes incurred in connection with the Company's purchase and construction of additional facilities as well an increased general and administrative expenses related to the Company's defense of a patent infringement suit. Other income (expense), net, was approximately $46,000 in the six months ended March 31, 1998, as compared to approximately $(37,000) in the six months ended March 31, 1997 as a result of a reduction in net interest expense due to an increase in cash and cash equivalents resulting from the initial public offering. The Company's effective tax rate for the six months ended March 31, 1998 was 38.8% as compared to 41.2% for the six months ended March 31, 1997. This decrease was due in part, to improving profitability from operations in the United Kingdom. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company had cash and cash equivalents of approximately $3.0 million compared to cash and cash equivalents of approximately $161,000 at September 30, 1997. The increase in cash resulted primarily from the Company's initial public offering of Common Shares in November of 1997. The Company's net cash provided by operating activities was approximately $740,000 for the six months ended March 31, 1998 as compared to approximately $380,000 for the first six months of 1997. The positive cash flow from operations during the six months ended March 31, 1998 was primarily the result of net income of approximately $427,000 plus non-cash charges of approximately $411,000 partially offset by a net change of approximately $98,000 in operating assets and liabilities. The most significant increase in operating assets related to inventory, which increased to approximately $2.1 million at March 31, 1998 from approximately $1.9 million at September 30, 1997. Cash used by investing activities increased to approximately $1.7 million for the six months ended March 31, 1998 from approximately $1.2 million for the six months ended March 31, 1997, primarily as a result of the Company's construction of additional facilities. Cash provided by financing activities for the six months ended March 31, 1998 was approximately $3.8 million due to the initial public offering in November of 1997, partially offset by the reduction of debt. Total expenditures by the Company for property and equipment were approximately $1,218,000 and $1,397,000 for the six months ended March 31, 1997 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 increased levels of capital expenditures in fiscal 1998 and fiscal 1999 in connection with the renovation and construction of additional facilities and the purchase of additional laboratory equipment. The Company, however, currently has no firm commitments for capital expenditures other than in connection with the expansion of the Company's facilities. The Company also expects to make other investments to expand its operations through internal growth and strategic acquisitions, alliances and joint ventures. Based on its current business activities, the Company believes that cash generated from its operations, amounts available under its existing bank lines of credit and the remaining net proceeds from its initial public offering will be sufficient to fund its anticipated working capital and capital expenditure requirements. The Company has a $7.5 million bank line of credit agreement, which expires March 1, 1999. Interest is charged at the prime rate (8.5% at March 31, 1998). The line is not currently being utilized. The line is collateralized by substantially all inventories and accounts receivable. EFFECT OF NEW ACCOUNTING PRONOUNCEMENT In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. 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 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. Sales of the product in question accounted for less than $75,000 of the Company's revenues in fiscal 1997. The matter is now in the discovery stage. Management intends to continue a vigorous defense of CMA's claims, and believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or result of operations, but legal expenses associated with the defense of this suit may have an adverse effect on current earnings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. In the first and second fiscal quarter, the Company issued an aggregate of 101,343 Common Shares to certain employees and members of the Company's Board of Directors upon the exercise of stock options for an aggretate $158,459.29. The issuance of these Common Shares was exempt from registration under the Securities Act of 1933, as amended, by reason of Section 4(2) thereof and Rule 701 of the Securities and Exchange Commission (the "SEC"). On November 24, 1997, the SEC declared effective the Company's Registration Statement on Form S-1, File Number 333-36429. Item 2 of Part II of the Company's Form 10-Q for the period ended December 31, 1997 set forth information regarding the Company's proceeds from the offering pursuant to such registration statement and the Company's use of such proceeds. The following information has changed since such disclosure. The net proceeds received by the Company from the offering were $9,362,000 after deducting expenses paid by the Company of $1,438,000 consisting of $756,000 for underwriting discounts and commissions and $682,000 for legal, accounting and printing fees. As of March 31, 1998, the Company had used approximately $6,600,000 of the net proceeds from the offering to repay indebtedness. The balance of the net proceeds, or approximately $2,800,000, was invested in money market funds. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. At the annual meeting of shareholders of the Company held on January 22, 1998, the following actions were taken: 1. The following directors were elected to serve until the next annual meeting until their successors are duly elected and qualified, as follows: <TABLE> <CAPTION> <S> <C> <C> <C> Votes Votes For Withheld Abstentions William E. Baitinger 2,140,316 -- -- Michael K. Campbell. 2,140,316 -- -- Thomas A. Hiatt. . . 2,140,316 -- -- Peter T. Kissinger . 2,140,316 -- -- John A. Kraeutler. . 2,140,316 -- -- William C. Mulligan. 2,140,316 -- -- Ronald E. Shoup. . . 2,140,316 -- -- Leigh Thompson . . . 2,140,316 -- -- </TABLE> 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, 1998 was approved by the vote of 2,140,316 shares For. ITEM 5. OTHER INFORMATION. On May 7, 1998 Thomas A. Hiatt and William C. Mulligan resigned from the Board of Directors of the Company. Neither Mr. Hiatt nor Mr. Mulligan had any disagreements with the Company on any matter relating to the Company's operations, policies or practices. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q, File No. 000-23357) 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-23357). 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 33-36429) 10.1 Form of Employee Confidentiality Agreement (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-36429). 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). 10.6 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). 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. 10.15 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998. 10.16 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 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. 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 was 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: May 15, 1998 By /s/ DOUGLAS P. WIETEN Douglas P. Wieten Chief Financial Officer, Treasurer and Controller (Principal Financial and Accounting Officer) Date: May 15, 1998
<TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. FORM 10-Q INDEX TO EXHIBITS <S> <C> <C> 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 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. 33-36429) 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). 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. 10.15 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998. 10.16 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 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. (11). . . . . . 11.1 Statement Regarding Computation of Per Share Earnings. (12) No Exhibit (13) No Exhibit (15) No Exhibit (18) No Exhibit (19) No Exhibit (22) No Exhibit (23) No Exhibit (24) No Exhibit (27). . . . . . 27.1 Financial Data Schedule (99) No Exhibit </TABLE>