x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended September 30,
2009.
|
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the transition period from ___________ to
_____________.
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INDIANA
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
|
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2701
KENT AVENUE
WEST LAFAYETTE, INDIANA
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47906
(Zip
code)
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(Address
of principal executive offices)
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Page
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PART
I
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|||
Item
1.
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Business
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1
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Item
1A.
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Risk
Factors
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11
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Item
1B.
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Unresolved
Staff Comments
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17
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Item
2.
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Properties
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17
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Item
3.
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Legal
Proceedings
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18
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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18
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PART
II
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|||
Item
5.
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Market
for Registrant's Common Equity and Related Stockholder
Matters
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18
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Item
6.
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Selected
Financial Data
|
19
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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20
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Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk
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30
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Item
8.
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Financial
Statements and Supplementary Data
|
31
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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56
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Item
9A.
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Controls
and Procedures
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56
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Item
9B.
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Other
Information
|
57
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PART
III
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|||
Item
10.
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Directors
and Executive Officers of the Registrant
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57
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Item
11.
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Executive
Compensation
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58
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management
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59
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Item
13.
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Certain
Relationships and Related Transactions
|
59
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Item
14.
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Principal
Accounting Fees and Services
|
59
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PART
IV
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|||
Item
15.
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Exhibits
and Financial Statement Schedules
|
60
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|
·
|
Product
Characterization, Method Development and Validation:
Analytical methods,
primarily performed in West Lafayette, Indiana, determine potency, purity,
chemical composition, structure and physical properties of a compound.
Methods are validated to ensure that data generated are accurate, precise,
reproducible and reliable and are used consistently throughout the drug
development process and in later product
support.
|
|
·
|
Bioanalytical
Testing:
We analyze specimens
from preclinical and clinical trials to measure drug and metabolite
concentrations in complex biological matrices. Bioanalysis is performed at
our facilities in Indiana, Oregon and the United Kingdom
(“UK”).
|
|
·
|
Stability
Testing:
We test stability of
drug substances and formulated drug products and maintain secure storage
facilities in West Lafayette, Indiana to establish and confirm product
purity, potency and shelf life. We have multiple International Conference
on Harmonization validated controlled-climate GMP (Good Manufacturing
Practices) systems in place.
|
|
·
|
In
Vivo Pharmacology:
We provide
preclinical in vivo
sampling services
for the continuous monitoring of chemical changes in life, in particular,
how a drug enters, travels through, and is metabolized in living systems.
Most services are performed in customized facilities in Evansville,
Indiana and West Lafayette, Indiana using our robotic Culex® APS
(Automated Pharmacology System)
system.
|
|
·
|
Preclinical
and Pathology Services: We provide
pharmacokinetic and safety testing in studies ranging from acute safety
monitoring of drugs and medical devices to chronic, multi-year
oncogenicity studies in our Evansville, Indiana site. Depending on
protocol, multiple tissues may be collected to monitor pathological
changes.
|
|
·
|
In vivo sampling
systems and accessories (including disposables, training and systems
qualification)
|
|
·
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Physiology
monitoring tools
|
|
·
|
Liquid
chromatography and electrochemistry instruments
platforms
|
|
·
|
Analytical
Products: The analytical products consist of our liquid
chromatographic and electrochemical instruments with associated
accessories. The critical component of these products is the
Epsilon®
electrochemical platform. This incorporates all the
hardware capabilities needed for most electrochemical experiments but can
be modified through software development. The market is
principally academic institutions and industrial research
companies.
|
|
·
|
In vivo
Sampling Products: The in vivo sampling
products consist of the Culex® family of
automated in vivo
sampling and dosing instruments. These are used by
pharmaceutical researchers to dose animals and collect biological samples
(blood, bile, urine, microdialysate, feces or any bio-fluid) from the
animals. Since dosing and sample collections are automated,
animals are not manually handled, reducing stress on the animals and
producing more representative pharmacological data. Behavior
and other physiological parameters can also be monitored
simultaneously. Compared to manual methods, the Culex® products
offer significant reduction in test model use and comparable reduction in
labor. The line also includes miniaturized in vivo sampling
devices sold to drug developers and medical research centers to assist in
the study of a number of medical conditions including stroke,
depression, Alzheimer’s and Parkinson’s diseases, diabetes and
osteoporosis.
|
|
·
|
Vetronics’
Products: The Vetronics’ products consist
of instruments and related software to monitor and diagnose cardiac
function (electro-cardiogram) and measure other vital physiological
parameters primarily in cats and dogs in veterinary
clinics.
|
|
·
|
Covance,
Inc.;
|
|
·
|
Pharmaceutical
Product Development, Inc.;
|
|
·
|
Charles
River Laboratories, Inc.;
|
|
·
|
Parexel;
and
|
|
·
|
MDS
Health Group Ltd.
|
|
·
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regulatory
compliance record;
|
|
·
|
quality
system;
|
|
·
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previous
experience;
|
|
·
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medical
and scientific expertise in specific therapeutic
areas;
|
|
·
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scientist-to-scientist
relationships;
|
|
·
|
quality
of contract research;
|
|
·
|
financial
viability;
|
|
·
|
database
management;
|
|
·
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statistical
and regulatory services;
|
|
·
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ability
to recruit investigators;
|
|
·
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ability
to integrate information technology with systems to optimize research
efficiency;
|
|
·
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an
international presence with strategically located facilities;
and
|
|
·
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price.
|
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·
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Resources
– organization, personnel, facilities and
equipment
|
|
·
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Rules
– protocols and written procedures
|
|
·
|
Characterization
– test items and test systems
|
|
·
|
Documentation
– raw data, final report and
archives
|
|
·
|
Quality
assurance unit – formalized internal audit
function
|
Name
|
Age
|
Position
|
||
Richard
M. Shepperd
|
69
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Director,
President and Chief Executive Officer
|
||
Michael
R. Cox
|
62
|
Vice
President, Finance; Chief Financial and Administrative
Officer;
|
||
Treasurer
|
||||
Anthony
S. Chilton, Ph.D.
|
53
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Chief
Operating Officer, Scientific Services
|
||
Jon
Brewer
|
48
|
Vice
President, Sales and Marketing
|
||
Craig
S. Bruntlett, Ph.D.
|
60
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Senior
Vice President, Instruments Division
|
||
Lina
L. Reeves-Kerner
|
|
58
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|
Senior
Vice President, Human
Resources
|
•
|
the
liquidity of our common
stock;
|
•
|
the
market price of our common
stock;
|
•
|
our
ability to obtain financing for the continuation of our
operations;
|
•
|
the
number of institutional and general investors that will
consider investing in our common
stock;
|
•
|
the
number of investors in general that will consider investing in our common
stock;
|
•
|
the
number of market makers in our common
stock;
|
•
|
the
availability of information concerning the trading prices and volume of
our common stock; and
|
•
|
the
number of broker-dealers willing to execute trades in shares of our common
stock.
|
|
•
|
products being tested fail to
satisfy safety requirements;
|
|
•
|
products have undesired clinical
results;
|
|
•
|
the client decides to forego a
particular study;
|
|
•
|
inability to enroll enough
patients in the study;
|
|
•
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inability to recruit enough
investigators;
|
|
•
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production problems cause
shortages of the drug; and
|
|
•
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actions
by regulatory authorities.
|
•
|
inability to develop products
that address our customers’ needs;
|
|
•
|
competitive products with
superior performance;
|
|
•
|
patent conflicts or unenforceable
intellectual property rights;
|
|
•
|
demand for the particular
product; and
|
|
•
|
other factors that could make the
product uneconomical.
|
|
·
|
inability
to obtain financing due to our financial condition and recent
performance;
|
|
·
|
difficulties
and expenses in connection with integrating the acquired companies and
achieving the expected benefits;
|
|
·
|
diversion
of management’s attention from current
operations;
|
|
·
|
the
possibility that we may be adversely affected by risk factors facing the
acquired companies;
|
|
·
|
acquisitions
could be dilutive to earnings, or in the event of acquisitions made
through the issuance of our common stock to the shareholders of the
acquired company, dilutive to the percentage of ownership of our existing
stockholders;
|
|
·
|
potential
losses resulting from undiscovered liabilities of acquired companies not
covered by the indemnification we may obtain from the seller;
and
|
|
·
|
loss
of key employees of the acquired
companies.
|
High
|
Low
|
|||||||
Fiscal
Year Ended September 30, 2008
|
||||||||
First
Quarter
|
$ | 9.39 | $ | 6.76 | ||||
Second
Quarter
|
8.85 | 5.04 | ||||||
Third
Quarter
|
6.00 | 4.25 | ||||||
Fourth
Quarter
|
5.70 | 4.35 | ||||||
Fiscal
Year Ended September 30, 2009
|
||||||||
First
Quarter
|
$ | 5.13 | $ | 1.00 | ||||
Second
Quarter
|
1.82 | 0.60 | ||||||
Third
Quarter
|
1.81 | 0.70 | ||||||
Fourth
Quarter
|
1.15 | 0.60 |
Plan Category
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding Options
|
Number of Securities
Remaining Available for Future
Issuance under the Equity
Compensation Plan
(Excluding Securities Reflected
in First Column)
|
|||||||||
Equity
compensation plans approved by security holders
|
595 | $ | 6.03 | 336 | ||||||||
Equity
compensation plans not approved by security holders (1)
|
25 | $ | 4.58 | — | ||||||||
Total
|
620 | $ | 5.97 | 336 |
Year
Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Service
revenue
|
76.0 | % | 79.0 | % | ||||
Product
revenue
|
24.0 | 21.0 | ||||||
Total
revenue
|
100.0 | % | 100.0 | % | ||||
Cost
of service revenue (a)
|
86.8 | 69.7 | ||||||
Cost
of product revenue (a)
|
42.2 | 39.0 | ||||||
Total
cost of revenue
|
76.1 | 63.2 | ||||||
Gross
profit
|
23.9 | 36.8 | ||||||
Total
operating expenses
|
38.4 | 30.1 | ||||||
Operating
income (loss)
|
(14.5 | ) | 6.7 | |||||
Other
expense
|
(3.3 | ) | (2.3 | ) | ||||
Income
(loss) from continuing operations before income taxes
|
(17.8 | ) | 4.4 | |||||
Income
tax (benefit) expense
|
(0.6 | ) | 3.2 | |||||
Net
income (loss) from continuing operations
|
(17.2 | )% | 1.2 | % |
2010
|
2011
|
2012
|
2013
|
2014
|
After 2014
|
Total
|
||||||||||||||||||||||
Notes
payable
|
$ | 524 | $ | 2,727 | $ | 306 | $ | 5,158 | $ | — | $ | — | $ | 8,715 | ||||||||||||||
Capital
lease obligations
|
826 | 479 | 342 | 159 | — | — | 1,806 | |||||||||||||||||||||
Operating
leases
|
434 | 424 | 421 | 405 | 402 | 2,918 | 5,004 | |||||||||||||||||||||
Uncertain
tax positions
|
473 | — | — | — | — | — | 473 | |||||||||||||||||||||
$ | 2,257 | $ | 3,630 | $ | 1,069 | $ | 5,722 | $ | 402 | $ | 2,918 | $ | 15,998 |
Reporting
Unit
|
||||||||
West
Lafayette/Oregon
|
UK
|
|||||||
Discount
rate
|
22.0%
|
20.0%
|
||||||
Revenue
growth rate in fiscal 2010
|
1.5%
|
27.0%
|
||||||
|
||||||||
Revenue
growth rate each year after fiscal 2010
|
3.0%
|
18.0%
|
||||||
Operating
expense reduction in fiscal 2010
|
18.1%
|
17.0%
|
||||||
Operating expense
increase each year after fiscal 2010
|
1.0%
|
9.0%
|
|
•
|
Risk-free interest
rate. The risk-free interest rate is based on U.S. Treasury
yields in effect at the time of grant for the expected term of the
option.
|
|
•
|
Expected volatility. We
use our historical stock price volatility on our common stock for our
expected volatility assumption.
|
|
•
|
Expected term. The
expected term represents the weighted-average period the stock options are
expected to remain outstanding. The expected term is determined based on
historical exercise behavior, post-vesting termination patterns, options
outstanding and future expected exercise behavior.
|
|
•
|
Expected dividends. We
assumed that we will pay no
dividends.
|
Page
|
||
Consolidated
Financial Statements of Bioanalytical Systems, Inc.
|
||
|
Consolidated
Balance Sheets as of September 30, 2009 and 2008
|
32
|
Consolidated
Statements of Operations for the Years Ended September 30, 2009 and
2008
|
33
|
|
Consolidated
Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the
Years Ended September 30, 2009 and 2008
|
34
|
|
Consolidated
Statements of Cash Flows for the Years Ended September 30, 2009 and
2008
|
35
|
|
Notes
to Consolidated Financial Statements
|
36
|
|
Report
of Independent Registered Public Accounting Firm
|
55
|
|
Financial
Statement Schedules:
|
||
Schedules
are not required, are not applicable or the information is shown in the
Notes to the Consolidated Financial Statements.
|
As
of September 30,
|
||||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 870 | $ | 335 | ||||
Accounts
receivable
|
||||||||
Trade
|
3,996 | 6,705 | ||||||
Unbilled
revenues and other
|
1,684 | 2,653 | ||||||
Inventories
|
1,847 | 2,184 | ||||||
Deferred
income taxes
|
— | 516 | ||||||
Refundable
income taxes
|
544 | 1,283 | ||||||
Prepaid
expenses
|
622 | 639 | ||||||
Current
assets of discontinued operations
|
— | 629 | ||||||
Total
current assets
|
9,563 | 14,944 | ||||||
Property
and equipment, net
|
21,282 | 23,135 | ||||||
Deferred
income taxes
|
12 | — | ||||||
Goodwill
|
1,383 | 1,855 | ||||||
Intangible
assets, net
|
114 | 144 | ||||||
Debt
issue costs
|
145 | 177 | ||||||
Other
assets
|
86 | 92 | ||||||
Total
assets
|
$ | 32,585 | $ | 40,347 | ||||
Liabilities
and shareholders’ equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 1,997 | $ | 2,209 | ||||
Accrued
expenses
|
2,113 | 2,061 | ||||||
Customer
advances
|
2,863 | 4,032 | ||||||
Income
tax accruals
|
473 | 473 | ||||||
Revolving
line of credit
|
1,759 | 2,023 | ||||||
Current
portion of capital lease obligation
|
650 | 720 | ||||||
Current
portion of long-term debt
|
524 | 491 | ||||||
Current
liabilities of discontinued operations
|
— | 41 | ||||||
Total
current liabilities
|
10,379 | 12,050 | ||||||
Capital
lease obligation, less current portion
|
792 | 1,443 | ||||||
Long-term
debt, less current portion
|
8,191 | 8,715 | ||||||
Fair
value of interest rate swaps
|
103 | — | ||||||
Deferred
income taxes
|
— | 344 | ||||||
Shareholders’
equity:
|
||||||||
Preferred
Shares:
|
||||||||
Authorized
1,000 shares; none issued and outstanding
|
— | — | ||||||
Common
shares, no par value:
|
||||||||
Authorized
19,000 shares; issued and outstanding 4,915 at
|
||||||||
September
30, 2009 and 2008December, 2007
|
1,191 | 1,191 | ||||||
Additional
paid-in capital
|
13,131 | 12,561 | ||||||
Retained
earnings
|
(1,290 | ) | 4,173 | |||||
Accumulated
other comprehensive income (loss)
|
88 | (130 | ) | |||||
Total
shareholders’ equity
|
13,120 | 17,795 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 32,585 | $ | 40,347 |
For the Years Ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Service
revenue
|
$ | 24,158 | $ | 32,921 | ||||
Product
revenue
|
7,626 | 8,776 | ||||||
Total
revenue
|
31,784 | 41,697 | ||||||
Cost
of service revenue
|
20,959 | 22,941 | ||||||
Cost
of product revenue
|
3,221 | 3,423 | ||||||
Total
cost of revenue
|
24,180 | 26,364 | ||||||
Gross
profit
|
7,604 | 15,333 | ||||||
Operating
expenses:
|
||||||||
Selling
|
3,296 | 3,912 | ||||||
Research
and development
|
762 | 781 | ||||||
General
and administrative
|
7,674 | 7,846 | ||||||
Impairment
loss
|
472 | — | ||||||
Total
operating expenses
|
12,204 | 12,539 | ||||||
Operating
income (loss)
|
(4,600 | ) | 2,794 | |||||
Interest income
|
2 | 29 | ||||||
Interest
expense
|
(1,063 | ) | (1,006 | ) | ||||
Other income
|
1 | 6 | ||||||
Income
(loss) from continuing operations before income taxes
|
(5,660 | ) | 1,823 | |||||
Income
taxes (benefit)
|
(197 | ) | 1,328 | |||||
Net
income (loss) from continuing operations
|
$ | (5,463 | ) | $ | 495 | |||
Discontinued
Operations (Note 5)
|
||||||||
Loss
from discontinued operations before income taxes
|
$ | — | $ | (2,811 | ) | |||
Loss
on disposal
|
— | (474 | ) | |||||
Tax
benefit
|
— | 1,301 | ||||||
Net
loss from discontinued operations after income taxes
|
$ | — | $ | (1,984 | ) | |||
Net
loss
|
$ | (5,463 | ) | $ | (1,489 | ) | ||
Basic
net income (loss) per share:
|
||||||||
Net
income (loss) per share from continuing operations
|
$ | (1.11 | ) | $ | 0.10 | |||
Net
loss per share from discontinued operations
|
— | (0.40 | ) | |||||
Basic
net loss per share
|
$ | (1.11 | ) | $ | (0.30 | ) | ||
Diluted
net income (loss) per share:
|
||||||||
Net
income (loss) per share from continuing operations
|
$ | (1.11 | ) | $ | 0.10 | |||
Net
loss per share from discontinued operations
|
— | (0.40 | ) | |||||
Diluted
net loss per share
|
$ | (1.11 | ) | $ | (0.30 | ) | ||
Weighted
common shares outstanding:
|
||||||||
Basic
|
4,915 | 4,914 | ||||||
Diluted
|
4,915 | 4,968 |
|
Common shares
|
Additional
paid-in-
|
Retained
|
Accumulated
other
comprehensive
|
Total
shareholders'
|
|||||||||||||||||||
Number
|
Amount
|
capital
|
earnings
|
Income (loss)
|
equity
|
|||||||||||||||||||
Balance
at October 1, 2007
|
4,909 | 1,189 | 11,957 | 5,560 | (152 | ) | 18,554 | |||||||||||||||||
Comprehensive
loss:
|
||||||||||||||||||||||||
Net
income from continuing operations
|
— | — | — | 495 | — | 495 | ||||||||||||||||||
Net
loss on discontinued operations
|
— | — | — | (1,984 | ) | — | (1,984 | ) | ||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||||
Foreign
currency translation adjustments
|
— | — | — | — | 22 | 22 | ||||||||||||||||||
Total
comprehensive loss
|
(1,467 | ) | ||||||||||||||||||||||
Stock
compensation
|
— | — | 592 | — | — | 592 | ||||||||||||||||||
Exercise
of stock options
|
6 | 2 | 12 | — | — | 14 | ||||||||||||||||||
Adoption
of ASC 740 cumulative adjustment
|
— | — | — | 102 | — | 102 | ||||||||||||||||||
Balance
at September 30, 2008
|
4,915 | $ | 1,191 | $ | 12,561 | $ | 4,173 | $ | (130 | ) | $ | 17,795 | ||||||||||||
Comprehensive
loss:
|
||||||||||||||||||||||||
Net
loss from continuing operations
|
— | — | — | (5,463 | ) | — | (5,463 | ) | ||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||||
Foreign
currency translation adjustments
|
— | — | — | — | 218 | 218 | ||||||||||||||||||
Total
comprehensive loss
|
(5,245 | ) | ||||||||||||||||||||||
Stock
compensation
|
— | — | 570 | — | — | 570 | ||||||||||||||||||
Balance
at September 30, 2009
|
4,915 | $ | 1,191 | $ | 13,131 | $ | (1,290 | ) | $ | 88 | $ | 13,120 |
Years Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Operating
activities:
|
||||||||
Net
loss
|
$ | (5,463 | ) | $ | (1,489 | ) | ||
Adjustments
to reconcile net loss to net cash provided by continuing operating
activities:
|
||||||||
Net
loss from discontinued operations, including loss on
disposal
|
— | 1,984 | ||||||
Depreciation
and amortization
|
2,645 | 3,013 | ||||||
Goodwill
impairment charge
|
472 | — | ||||||
Employee
stock compensation expense
|
570 | 592 | ||||||
Bad
debt expense
|
(2 | ) | 58 | |||||
Loss
on interest rate swap
|
103 | — | ||||||
Loss
on sale of property and equipment
|
37 | 24 | ||||||
Deferred
income taxes
|
160 | 388 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
3,680 | (1,510 | ) | |||||
Inventories
|
338 | (207 | ) | |||||
Refundable
income taxes
|
739 | (509 | ) | |||||
Prepaid
expenses and other assets
|
49 | 151 | ||||||
Accounts
payable
|
(212 | ) | 969 | |||||
Accrued
expenses
|
52 | 433 | ||||||
Customer
advances
|
(1,169 | ) | 62 | |||||
Net
cash provided by continuing operating activities
|
1,999 | 3,959 | ||||||
Investing
activities:
|
||||||||
Capital
expenditures
|
(834 | ) | (1,713 | ) | ||||
Proceeds
from sale of property and equipment
|
— | 2 | ||||||
Net
cash used by continuing investing activities
|
(834 | ) | (1,711 | ) | ||||
Financing
activities:
|
||||||||
Payments
of long-term debt
|
(491 | ) | (4,876 | ) | ||||
Borrowings
on long-term debt
|
— | 1,400 | ||||||
Payments
on revolving line of credit
|
(19,052 | ) | (14,285 | ) | ||||
Borrowings
on revolving line of credit
|
18,788 | 16,308 | ||||||
Payments
on capital lease obligations
|
(721 | ) | (632 | ) | ||||
Net
proceeds from the exercise of stock options
|
— | 14 | ||||||
Net
cash used by continuing financing activities
|
(1,476 | ) | (2,071 | ) | ||||
Cash
flow of discontinued operations:
|
||||||||
Cash
provided (used) by operating activities
|
588 | (3,361 | ) | |||||
Net
cash provided by investing activities
|
— | 669 | ||||||
Net
cash provided (used) by discontinued operations
|
588 | (2,692 | ) | |||||
Effect
of exchange rate changes
|
258 | 13 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
535 | (2,502 | ) | |||||
Cash
and cash equivalents at beginning of year
|
335 | 2,837 | ||||||
Cash
and cash equivalents at end of year
|
$ | 870 | $ | 335 |
|
Principles
of Consolidation
|
|
Revenue
Recognition
|
|
Cash
Equivalents
|
|
Financial
Instruments
|
2009
|
2008
|
|||||||
Opening
balance
|
$ | 83 | $ | 27 | ||||
Charged
to expense, net
|
39 | 58 | ||||||
Accounts
written off
|
(12 | ) | (2 | ) | ||||
Ending
balance
|
$ | 110 | $ | 83 |
|
Inventories
|
|
Property
and Equipment
|
2009
|
2008
|
|||||||
Land
and improvements
|
$ | 490 | $ | 497 | ||||
Buildings
and improvements
|
21,298 | 21,318 | ||||||
Machinery
and equipment
|
20,462 | 20,456 | ||||||
Office
furniture and fixtures
|
972 | 992 | ||||||
Construction
in progress
|
40 | 149 | ||||||
43,262 | 43,412 | |||||||
Less: accumulated
depreciation
|
(21,980 | ) | (20,277 | ) | ||||
Net
property and equipment
|
$ | 21,282 | $ | 23,135 |
|
(g)
|
Long-Lived
Assets including Goodwill
|
Reporting
Unit
|
||||||||
West
Lafayette/Oregon
|
UK
|
|||||||
Discount
rate
|
22.0%
|
20.0%
|
||||||
Revenue
growth rate in fiscal 2010
|
1.5%
|
27.0%
|
||||||
Revenue
growth rate each year after fiscal 2010
|
3.0%
|
18.0%
|
||||||
Operating
expense reduction in fiscal 2010
|
18.1%
|
17.0%
|
||||||
Operating
expense increase each year after fiscal 2010
|
1.0%
|
9.0%
|
September 30, 2009
|
|||||||||||
Weighted
average life
(years)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
|||||||||
FDA
compliant facility
|
10
|
$ | 302 | $ | 188 |
|
September 30, 2008
|
|||||||||
Weighted
average life
(years)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
||||||||
FDA
compliant facility
|
10
|
$ | 302 | $ | 158 |
2010
|
$ | 30 | ||
2011
|
30 | |||
2012
|
30 | |||
2013
|
24 | |||
2014
|
— |
|
(h)
|
Advertising
Expense
|
|
Stock-Based
Compensation
|
|
(j)
|
Income
Taxes
|
|
(k)
|
New
Accounting Pronouncements
|
|
(l)
|
Fair
Value
|
•
|
Level
1 – Valuations based on quoted prices for identical assets or liabilities
in active markets that the Company has the ability to
access.
|
•
|
Level
2 – Valuations based on quoted prices in markets that are not active or
for which all significant inputs are observable, either directly or
indirectly.
|
•
|
Level
3 – Valuations based on inputs that are unobservable and significant to
the overall fair value measurement.
|
|
Use
of Estimates
|
Years Ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Basic
net income (loss) per share from continuing operations:
|
||||||||
Net
income (loss) applicable to common shareholders
|
$ | (5,463 | ) | $ | 495 | |||
Weighted
average common shares outstanding
|
4,915 | 4,914 | ||||||
Basic
net income (loss) per share from continuing operations
|
$ | (1.11 | ) | $ | 0.10 | |||
Diluted
net income (loss) per share from continuing operations:
|
||||||||
Diluted
net income (loss) applicable to common shareholders
|
$ | (5,463 | ) | $ | 495 | |||
Weighted
average common shares outstanding
|
4,915 | 4,914 | ||||||
Dilutive
stock options/shares
|
— | 54 | ||||||
Diluted
weighted average common shares outstanding
|
4,915 | 4,968 | ||||||
Diluted
net income (loss) per share from continuing operations
|
$ | (1.11 | ) | $ | 0.10 |
2009
|
2008
|
|||||||
Raw materials
|
$ | 1,732 | $ | 1,897 | ||||
Work in progress
|
131 | 268 | ||||||
Finished goods
|
271 | 202 | ||||||
$ | 2,134 | $ | 2,367 | |||||
Obsolescence
reserve
|
(287 | ) | (183 | ) | ||||
|
$ | 1,847 | $ | 2,184 |
(in thousands)
|
Year Ended
September 30,
|
|||||||
2009
|
2008
|
|||||||
Net
Sales
|
$ | — | $ | 2,192 | ||||
Loss
before income taxes and disposal
|
— | (2,811 | ) | |||||
Loss
on disposal
|
— | (474 | ) | |||||
Loss
from operations before tax benefit
|
— | (3,285 | ) | |||||
Income
tax benefit
|
— | 1,301 | ||||||
Net
loss
|
$ | — | $ | (1,984 | ) |
(in
thousands)
|
September 30,
2009
|
September 30,
2008
|
||||||
Receivables,
net of allowance for doubtful accounts
|
$ | — | $ | 346 | ||||
Other
current assets
|
— | 283 | ||||||
Total
assets
|
$ | — | $ | 629 | ||||
Accounts
payable, accrued liabilities and other liabilities
|
— | 41 | ||||||
Equity
|
— | 588 | ||||||
Total
liabilities and equity
|
$ | — | $ | 629 |
Principal
|
Interest
|
Total
|
||||||||||
2010
|
$ | 650 | $ | 176 | $ | 826 | ||||||
2011
|
366 | 113 | 479 | |||||||||
2012
|
279 | 63 | 342 | |||||||||
2013
|
147 | 12 | 159 | |||||||||
2014
|
— | — | — | |||||||||
$ | 1,442 | $ | 364 | $ | 1,806 |
2010
|
$ | 434 | ||
2011
|
424 | |||
2012
|
421 | |||
2013
|
405 | |||
2014
|
402 | |||
After
2014
|
2,918 | |||
$ | 5,004 |
2009
|
2008
|
|||||||
Mortgage
note payable to a bank, payable in monthly principal and interest
installments of $40 until June 1, 2010 when it adjusts under the terms of
the note. Interest is fixed at 7.1% for three years beginning June 1,
2007. Collateralized by underlying property. Due
November, 2012.
|
$ | 4,117 | $ | 4,294 | ||||
Mortgage
note payable to a bank, payable in monthly principal and interest
installments of $19. The interest rate is 6.1%. Collateralized by
underlying property. Due February, 2011.
|
1,489 | 1,623 | ||||||
Mortgage
note payable to a bank, payable in monthly principal and interest
installments of $17 until June 1, 2010, when it adjusts under the terms of
the note. Interest is fixed at 7.1% for three years beginning June 1,
2007. Collateralized by underlying property. Due
November, 2012.
|
1,897 | 1,967 | ||||||
Note
payable to a bank, payable in monthly principal installments of $9 plus
interest. The interest rate is 6.1%. Collateralized by West
Lafayette and Evansville properties. Due December, 2010.
|
1,212 | 1,322 | ||||||
$ | 8,715 | $ | 9,206 | |||||
Less
current portion
|
524 | 491 | ||||||
$ | 8,191 | $ | 8,715 |
2010
|
$ | 524 | ||
2011
|
2,727 | |||
2012
|
306 | |||
2013
|
5,158 | |||
$ | 8,715 |
2009
|
2008
|
|||||||
Long-term
deferred tax assets:
|
||||||||
Tax
over book depreciation
|
$ | (842 | ) | $ | (770 | ) | ||
Lower
tax basis on assets of acquired company
|
(418 | ) | (428 | ) | ||||
Domestic
net operating loss carryforward
|
1,440 | 641 | ||||||
Stock
compensation expense
|
363 | 213 | ||||||
Foreign
net operating loss
|
1,293 | — | ||||||
Foreign
tax credit carryover
|
119 | — | ||||||
AMT
credit carryover
|
13 | — | ||||||
Total
long-term deferred tax assets
|
$ | 1,968 | $ | (344 | ) | |||
Current
deferred tax assets:
|
||||||||
Inventory
pricing
|
$ | 186 | $ | 128 | ||||
Accrued
compensation and vacation
|
240 | 244 | ||||||
Accrued
expenses and other – net
|
— | 73 | ||||||
Foreign
tax credit carryover
|
— | 71 | ||||||
Foreign
net operating loss
|
(1 | ) | 540 | |||||
Total
current deferred tax assets
|
$ | 425 | $ | 1,056 | ||||
Valuation
allowance for deferred tax assets
|
(2,381 | ) | (540 | ) | ||||
Net
deferred tax assets
|
$ | 12 | $ | 172 |
2009
|
2008
|
|||||||
Current:
|
||||||||
Federal
|
$ | (345 | ) | $ | (505 | ) | ||
State
|
(11 | ) | 144 | |||||
Foreign
|
(1 | ) | — | |||||
Total
Current
|
$ | (357 | ) | $ | (361 | ) | ||
Deferred:
|
||||||||
Federal
|
$ | 118 | $ | 341 | ||||
State
|
41 | 45 | ||||||
Foreign
|
1 | 2 | ||||||
Total
deferred
|
$ | 160 | $ | 388 | ||||
$ | (197 | ) | $ | 27 |
2009
|
2008
|
|||||||
Statutory
federal income tax rate
|
(34 .0 | )% | 34 .0 | % | ||||
Increases
(decreases):
|
||||||||
Nondeductible
expenses
|
2 .6 | 5 .0 | ||||||
State
income taxes, net of federal tax benefit
|
(5 .4 | ) | 10 .0 | |||||
Nontaxable
foreign (gains) losses
|
2 .5 | 12 .4 | ||||||
Uncertain
tax positions
|
— | 12 .8 | ||||||
Valuation
allowance
|
32 .9 | — | ||||||
Other
|
(2 .1 | ) | (1 .4 | ) | ||||
|
(3 .5 | )% | 72 .8 | % |
Beginning
of year balance, October 1, 2007
|
$
|
240
|
||
Increases
to tax positions in current year
|
259
|
|||
Increases
to tax positions in prior years
|
—
|
|||
Decreases
to tax positions in prior years
|
(26)
|
|||
Decreases
due to lapse of statute of limitations
|
—
|
|||
End
of year balance, September 30, 2008
|
$
|
473
|
||
Increases
to tax positions in current year
|
—
|
|||
Increases
to tax positions in prior years
|
—
|
|||
Decreases
to tax positions in prior years
|
—
|
|||
Decreases
due to lapse of statute of limitations
|
—
|
|||
End
of year balance, September 30, 2009
|
$
|
473
|
2009
|
2008
|
|||||||
Risk-free
interest rate
|
2.89 | % | 3.74 | % | ||||
Dividend
yield
|
0.00 | % | 0.00 | % | ||||
Volatility
of the expected market price of the Company's common stock
|
55.00
77.00
|
%-
%
|
44.00
59.00
|
%-
%
|
||||
Expected
life of the options (years)
|
8.0 | 7.0 |
Options
(shares)
|
Weighted-
Average Exercise
Price
|
Weighted-
Average Grant
Date Fair Value
|
Weighted-Average
Remaining
Contractual Life
(Years)
|
Aggregate
Intrinsic
Value
|
||||||||||||||||
Outstanding
- October 1, 2007
|
615 | $ | 6.00 | |||||||||||||||||
Exercised
|
(6 | ) | $ | 4.94 | ||||||||||||||||
Granted
|
189 | $ | 6.40 | $ | 3.67 | |||||||||||||||
Terminated
|
(44 | ) | $ | 6.74 | ||||||||||||||||
Outstanding
- September 30, 2008
|
754 | $ | 6.06 | $ | 3.50 | 7.7 | $ | 39 | ||||||||||||
Outstanding
- October 1, 2008
|
754 | $ | 6.00 | |||||||||||||||||
Exercised
|
- | $ | - | |||||||||||||||||
Granted
|
60 | $ | 4.07 | $ | 2.73 | |||||||||||||||
Terminated
|
(194 | ) | $ | 6.74 | ||||||||||||||||
Outstanding
- September 30, 2009
|
620 | $ | 5.97 | $ | 3.36 | 7.4 | $ | - | ||||||||||||
Exercisable
at September 30, 2009
|
321 | $ | 6.13 | $ | 3.41 | 6.4 | $ | - |
Number of
Shares
|
Weighted-
Average Grant
Date Fair Value
|
|||||||
Non-vested
options at October 1, 2008
|
449 | $ | 3.62 | |||||
Granted
|
60 | $ | 2.73 | |||||
Vested
|
(16 | ) | $ | 5.35 | ||||
Forfeited
|
(194 | ) | $ | 3.69 | ||||
Non-vested
options at September 30, 2009
|
299 | $ | 3.30 |
Range of Exercise Prices
|
Shares
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
Weighted-
Average
Exercise Price
|
Shares
Exercisable
|
Weighted-
Average
Exercise Price
|
|||||||||||||||
$
2.80 - 4.58
|
123 | 5 .56 | $ | 4 .17 | 93 | $ | 4 .38 | |||||||||||||
$
4.59 - 5.74
|
192 | 7 .96 | $ | 5 .09 | 42 | $ | 5 .34 | |||||||||||||
$
5.75 - 8.79
|
305 | 7 .68 | $ | 7 .25 | 186 | $ | 7 .18 |
|
Operating
Segments
|
Years Ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Revenue:
|
||||||||
Service
|
$ | 24,158 | $ | 32,921 | ||||
Product
|
7,626 | 8,776 | ||||||
$ | 31,784 | $ | 41,697 | |||||
Operating
(loss) income from continuing operations:
|
||||||||
Service
|
$ | (3,884 | ) | $ | 2,139 | |||
Product
|
(716 | ) | 655 | |||||
$ | (4,600 | ) | $ | 2,794 | ||||
Corporate
Expenses
|
1,060 | 971 | ||||||
Income
(loss) from continuing operations before income taxes
|
$ | (5,660 | ) | $ | 1,823 |
Years Ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Identifiable
assets:
|
||||||||
Service
|
$ | 19,102 | $ | 23,594 | ||||
Product
|
8,046 | 9,771 | ||||||
Corporate
|
5,437 | 6,982 | ||||||
$ | 32,585 | $ | 40,347 | |||||
Goodwill,
net:
|
||||||||
Service
|
$ | 1,009 | $ | 1,481 | ||||
Product
|
374 | 374 | ||||||
$ | 1,383 | $ | 1,855 | |||||
Intangible
assets, net:
|
||||||||
Service
|
$ | 114 | $ | 144 | ||||
Product
|
— | — | ||||||
$ | 114 | $ | 144 | |||||
Depreciation
and amortization:
|
||||||||
Service
|
$ | 2,377 | $ | 2,653 | ||||
Product
|
268 | 360 | ||||||
$ | 2,645 | $ | 3,013 | |||||
Capital
Expenditures:
|
||||||||
Service
|
$ | 698 | $ | 1,505 | ||||
Product
|
136 | 208 | ||||||
$ | 834 | $ | 1,713 |
|
(b)
|
Geographic
Information
|
Years Ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Sales
to External Customers:
|
||||||||
North
America
|
$ | 28,656 | $ | 35,866 | ||||
Pacific
Rim
|
661 | 650 | ||||||
Europe
|
2,215 | 4,671 | ||||||
Other
|
252 | 510 | ||||||
$ | 31,784 | $ | 41,697 | |||||
Long-lived
Assets:
|
||||||||
North
America
|
$ | 22,472 | $ | 24,170 | ||||
Europe
|
550 | 1,233 | ||||||
$ | 23,022 | $ | 25,403 |
|
(c)
|
Major
Customers
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
2009
|
||||||||||||||||
Total
Revenue
|
$ | 8,076 | $ | 7,066 | $ | 8,121 | $ | 8,521 | ||||||||
Gross
Profit
|
2,047 | 872 | 2,135 | 2,550 | ||||||||||||
Net
loss from continuing operations
|
(1,584 | ) | (1,831 | ) | (632 | ) | (1,416 | ) | ||||||||
Basic
net loss per share from continuing operations
|
(0.32 | ) | (0.37 | ) | (0.13 | ) | (0.29 | ) | ||||||||
Diluted
net loss per share from continuing operations
|
(0.32 | ) | (0.37 | ) | (0.13 | ) | (0.29 | ) | ||||||||
2008
|
||||||||||||||||
Total
Revenue
|
$ | 10,565 | $ | 10,301 | $ | 11,447 | $ | 9,384 | ||||||||
Gross
Profit
|
4,086 | 3,959 | 4,316 | 2,972 | ||||||||||||
Net
income (loss) from continuing operations
|
587 | 432 | 407 | (931 | ) | |||||||||||
Basic
net income (loss) per share from continuing operations
|
0.12 | 0.09 | 0.08 | (0.19 | ) | |||||||||||
Diluted
net income (loss) per share from continuing operations
|
0.12 | 0.09 | 0.08 | (0.19 | ) |
Name
|
Age
|
Position
|
||
William
E. Baitinger
|
76
|
Chairman
|
||
Larry
S. Boulet
|
63
|
Director
|
||
David
W. Crabb
|
56
|
Director
|
||
Leslie
B. Daniels
|
62
|
Director
|
||
John
B. Landis, Ph.D.
|
56
|
Director
|
||
David
L. Omachinski
|
57
|
Director
|
||
Richard
M. Shepperd
|
69
|
Director,
President and Chief Executive
Officer
|
1.
|
Financial
Statements: See Index to Consolidated Financial Statements
under Item 8 on Page 30 of this
report.
|
2.
|
Financial
Statement Schedules: Schedules are not required, are not
applicable or the information is shown in the Notes to the Consolidated
Financial Statements.
|
3.
|
Exhibits: The
following exhibits are filed as part of,or incorporated by reference into,
this report:
|
Number
|
Description of Exhibits
|
|
(2)
|
2.1
|
Asset
Purchase Agreement, dated June 30, 2008, by and among Bioanalytical
Systems, Inc., BASi Maryland, Inc., Algorithme Pharma USA Inc. and
Algorithme Pharma Holdings Inc (incorporated by reference to Exhibit 2.1
of Form 8-K filed July 7, 2008).
|
(3)
|
3.1
|
Second
Amended and Restated Articles of Incorporation of Bioanalytical Systems,
Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the
quarter ended December 31, 1997).
|
3.2
|
Second
Amended and Restated Bylaws of Bioanalytical Systems, Inc., as
subsequently amended (filed herewith).
|
|
(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 to this Form 10-K.
|
|
(10)
|
10.1
|
Bioanalytical
Systems, Inc. 1997 Employee Incentive Stock Option Plan, as amended
January 24, 2004 (*) (incorporated by reference to Appendix A to
definitive Proxy Statement filed January 28, 2003 SEC File No.
000-23357).
|
10.2
|
Form
of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option
Agreement (*) (incorporated by reference to Exhibit 10.27 to Registration
Statement on From S-1, Registration No. 333-36429).
|
|
10.3
|
1997
Bioanalytical Systems, Inc. Outside Director Stock Option Plan, as amended
January 24, 2004 (*) (incorporated by reference to Appendix B to
definitive Proxy Statement filed January 28, 2003 SEC File No.
000-23357).
|
|
10.4
|
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).
|
|
10.5
|
Loan
Agreement between Bioanalytical Systems, Inc. and Regions Bank dated
December 18, 2007 (incorporated by reference to Exhibit 10.7 of Form 10-K
for the fiscal year ended September 30, 2007).
|
|
10.6
|
Amended
and Restated Credit Agreement by and between Bioanalytical Systems, Inc.,
and National City Bank, executed January 4, 2005 (incorporated by
reference to Exhibit 10.5 of Form 8-K filed January 10,
2005).
|
Number
|
Description
of Exhibits
|
|
10.7
|
Amended
and Restated General Security Agreement by and between Bioanalytical
Systems, Inc. and National City Bank executed January 4, 2005
(incorporated by reference to Exhibit 10.7 of Form 8-K filed January 10,
2005).
|
|
10.8
|
Second
Amendment to Amended and Restated Credit Agreement by and between
Bioanalytical Systems, Inc. and National City Bank executed October 24,
2007 (incorporated by reference to Exhibit 10.3 of Form 10-Q for the first
fiscal quarter ended December 31, 2007).
|
|
10.9
|
Waiver
letter, dated December 19, 2008, from National City Bank regarding the
Second Amendment to Amended and Restated Credit Agreement by and between
Bioanalytical Systems, Inc. and National City Bank (incorporated by
reference to Exhibit 10.9 to Form 10-K for the fiscal year ended September
30, 2008).
|
|
10.10
|
Fourth
Amendment to Amended and Restated Credit Agreement between Bioanalytical
Systems,
Inc.
and National City Bank, executed July 17, 2009 (incorporated by reference
to Exhibit 10.1 to Form 8-K filed July 17, 2009).
|
|
10.11
|
Replacement
Promissory Note by and between Bioanalytical Systems, Inc. and National
City Bank, executed July 17, 2009 (incorporated by reference to Exhibit
10.2 to Form 10-Q for the fiscal quarter ended June 30,
2009).
|
|
10.12
|
Replacement
Subsidiary Guaranty by and between Bioanalytical Systems Inc. and National
City Bank, executed July 17, 2009 (incorporated by reference to Exhibit
10.3 to Form 10-Q for the fiscal quarter ended June 30,
2009).
|
|
10.13
|
Replacement
Promissory Note by and between Bioanalytical Systems, Inc. and National
City Bank, executed January 4, 2005 (incorporated by reference to Exhibit
10.6 of Form 8-K filed January 10, 2005).
|
|
10.14
|
Form
of Grant of non-qualified stock options dated April 1, 2004 to Michael R.
Cox (*) (incorporated by reference to Exhibit 10.3 to Form 10-Q for the
fiscal quarter ended March 31, 2004).
|
|
10.15
|
Employment
Agreement by and among Bioanalytical Systems, Inc. and Richard M.
Shepperd, entered into on May 18, 2007 (*) (incorporated by reference to
Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30,
2007).
|
|
10.16
|
Option
Agreement by and among Bioanalytical Systems, Inc. and Richard M.
Shepperd, entered into on May 18, 2007 (*) (incorporated by reference to
Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30,
2007).
|
|
10.17
|
Agreement
for Lease, by and among Bioanalytical Systems, Inc., Bioanalytical Systems
Limited and Pettifer Estates Limited, dated October 11, 2007 (incorporated
by reference to Exhibit 10.1 to Form 8-K filed October 17,
2007).
|
|
10.18
|
Form
of Lease, by and among Bioanalytical Systems, Inc., Bioanalytical Systems
Limited and Pettifer Estates Limited (incorporated by reference to Exhibit
10.2 to Form 8-K filed October 17, 2007).
|
|
10.19
|
Employment
Agreement between Michael R. Cox and Bioanalytical Systems, Inc., dated
November 6, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K
filed November 13, 2007).
|
|
10.20
|
Employee
Incentive Stock Option Agreement between Michael R. Cox and Bioanalytical
Systems, Inc., dated November 6, 2007 (incorporated by reference to
Exhibit 10.2 to Form 8-K filed November 13,
2007).
|
Number
|
Description of Exhibits
|
|
10.21
|
Severance
Agreement and Release of All Claims between Edward M. Chait and
Bioanalytical Systems, Inc., dated November 7, 2008 (incorporated by
reference to Exhibit 10.29 to Form 10-K for the fiscal year ended
September 30, 2008).
|
|
10.22
|
Bioanalytical
Systems, Inc. 2008 Director and Employee Stock Option Plan (incorporated
by reference to Appendix A to the Revised Definitive Proxy Statement filed
February 5, 2008, SEC File No. 000-23357).
|
|
10.23
|
Form
of Bioanalytical Systems, Inc. 2008 Director and Employee Stock Option
Plan (*) (incorporated by reference to Exhibit 10.31 to Form 10-K for the
fiscal year ended September 30, 2008).
|
|
10.24
|
Assignment
and Assumption of Office Lease, dated June 30, 2008, between Bioanalytical
Systems, Inc. and AP USA Algorithme Pharma USA Inc (incorporated by
reference to Exhibit 10.1 of Form 8-K filed July 7,
2008).
|
|
10.25
|
Employment
Agreement between Jon Brewer and Bioanalytical Systems, Inc., dated
October 1, 2008 (incorporated by reference to Exhibit 10.1 to Form 8-K
filed September 26, 2008).
|
|
10.26
|
Employment
Agreement between Anthony S. Chilton and Bioanalytical Systems, Inc.,
dated December 1, 2008 (incorporated by reference to Exhibit 10.1 to Form
8-K filed November 14, 2008).
|
|
10.27
|
Employee
Incentive Stock Option Agreement between Jon Brewer and Bioanalytical
Systems, Inc., dated October 1, 2008 (incorporated by reference to Exhibit
10.35 to Form 10-K for the fiscal year ended September 30,
2008).
|
|
10.28
|
Employee
Incentive Stock Option Agreement between Anthony S. Chilton and
Bioanalytical Systems, Inc., dated December 1, 2008 (incorporated by
reference to Exhibit 10.36 to Form 10-K for the fiscal year ended
September 30, 2008).
|
|
10.29
|
Waiver
letter, dated February 17, 2009, from Regions Bank (incorporated by
reference to Exhibit 10.7 to Form 10-Q for the fiscal quarter ended
December 31, 2008).
|
|
10.30
|
Amendment
to Employment Agreement, dated January 12, 2009, by and among
Bioanalytical Systems, Inc. and Richard M. Shepperd (incorporated by
reference to Exhibit 10.1 to Form 8-K filed January 14,
2009).
|
|
10.31
|
Second
amendment to Loan Agreement between Bioanalytical Systems, Inc. and
Regions Bank, dated May 18, 2009 (incorporated by reference to Exhibit
10.3 to Form 10-Q for the fiscal quarter ended March 31,
2009).
|
|
10.32
|
Fifth
Amendment to Amended and Restated Credit Agreement between Bioanalytical
Systems,
Inc.
and PNC Bank, as successor by merger to National City Bank, executed
December 31, 2009 (incorporated by reference to Exhibit 10.1 to Form 8-K
filed January 7, 2010).
|
|
10.33
|
Waiver
letter, dated January 7, 2010, from Regions Bank (filed
herewith).
|
|
10.34
|
Third
amendment to Loan Agreement between Bioanalytical Systems, Inc. and
Regions Bank, dated January 13, 2010 (filed herewith).
|
|
10.35
|
Loan
and Security Agreement by and between Bioanalytical Systems, Inc., and
Entrepreneur Growth Capital LLC, executed January 13, 2010 (filed
herewith).
|
|
(14)
|
14
|
Code
of Ethics (incorporated by reference to Exhibit 14 to Form 10-K for the
fiscal year ended September 30,
2006).
|
(21)
|
21.1
|
Subsidiaries
of the Registrant (filed herewith).
|
(23)
|
23.1
|
Consent
of Independent Registered Public Accounting Firm Crowe Horwath LLP (filed
herewith).
|
(31)
|
31.1
|
Certification
of Chief Executive Officer (filed herewith).
|
31.2
|
Certification
of Chief Financial Officer (filed herewith).
|
|
(32)
|
32.1
|
Written
Statement of Chief Executive Officer and Chief Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (filed herewith)..
|
BIOANALYTICAL
SYSTEMS, INC.
|
|
(Registrant)
|
|
By: /s/ Richard M.
Shepperd
|
|
Date:
January 13, 2010
|
Richard
M. Shepperd
|
President
and Chief Executive Officer
|
|
By: /s/ Michael R.
Cox
|
|
Michael
R. Cox
|
|
Date: January
13, 2010
|
Vice
President, Finance and Administration,
Chief
Financial Officer and
Treasurer
|
Signature
|
Capacity
|
Date
|
||
/s/ Richard M.
Shepperd
|
Director,
President and Chief Executive
Officer
(Principal Executive Officer)
|
January
13, 2010
|
||
Richard
M. Shepperd
|
|
|||
/s/ Michael R.
Cox
|
Vice
President, Finance and
Administration,
Chief Financial Officer
|
January
13, 2010
|
||
Michael
R. Cox
|
and
Treasurer (Principal Financial and
Accounting
Officer)
|
|||
/s/ William E.
Baitinger
|
Chairman
|
January
13, 2010
|
||
William
E. Baitinger
|
||||
/s/ Larry S.
Boulet
|
Director
|
January
13, 2010
|
||
Larry
S. Boulet
|
||||
/s/ David W.
Crabb
|
Director
|
January
13, 2010
|
||
David
W. Crabb
|
||||
/s/ Leslie B.
Daniels
|
Director
|
January
13, 2010
|
||
Leslie
B. Daniels
|
||||
/s/ John B. Landis,
Ph.D.
|
Director
|
January
13, 2010
|
||
John
B. Landis, Ph.D.
|
||||
/s/ David L.
Omachinski
|
Director
|
January
13, 2010
|
||
David
L. Omachinski
|