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 <TABLE> <CAPTION> <S> <C> 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) </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 June 30, 1999, 4,507,893 Common Shares of the registrant were outstanding. 1
<TABLE> <CAPTION> <S> <C> <C> 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 </TABLE> 2
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, 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> </TABLE> 3
<TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (Unaudited) <S> <C> <C> <C> <C> 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> </TABLE> 4
<TABLE> <CAPTION> BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) <S> <C> <C> 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> </TABLE> 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): <TABLE> <CAPTION> <S> <C> <C> 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 ======= ======= </TABLE> (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 12
<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 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). 13
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. </TABLE> 14