8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2012

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-23357	35-1345024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE, INDIANA	47906-1382
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

The information provided in Item 2.02 and Item 9.01 of this Form 8-K is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 9.01 of this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 1.01 Entry in a Material Definitive Agreement

On December 21, 2012, Bioanalytical Systems, Inc. (the "Company") and Regions Bank (“Regions”) entered into the Amended and Restated Sixth Amendment to Loan Agreement (“Amendment”) . The Amendment became effective as of November 1, 2012 and extended the Regions term loan maturity date to October 31, 2013.

The foregoing discussion of the Amendment is entirely qualified by reference to the text of the Amendment, which is attached as Exhibit 10.1, and incorporated herein by this reference.

Item 2.02.Results of Operations and Financial Condition.

On December 27, 2012, Bioanalytical Systems, Inc. issued a press release announcing results for the three and twelve months of fiscal 2012, ending September 30, 2012. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits

10.1 Amended and Restated Sixth Amendment to Loan Agreement between Bioanalytical Systems, Inc. and Regions Bank, executed on December 21, 2012.

99.1 Bioanalytical Systems, Inc. press release, issued December 27, 2012.

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 hereunto duly authorized.

	Bioanalytical Systems, Inc.
Date: December 27, 2012	By:	/s/ Jacqueline M. Lemke
		Jacqueline M. Lemke Interim President and Chief Executive Officer and Chief Financial Officer and Vice President—Finance

Exhibit Index 

Exhibit No.	Description
10.1	Amended and Restated Sixth Amendment to Loan Agreement between Bioanalytical Systems, Inc. and Regions Bank, executed on December 21, 2012.
99.1	Bioanalytical Systems, Inc. press release, issued December 27, 2012.

EX-10.1

Amended and Restated

Sixth Amendment To Loan Agreement

This Amended and Restated Sixth Amendment to Loan Agreement (“Amendment”) is dated effective as of November 1, 2012, and is between Regions Bank, an Alabama banking corporation, as successor by merger to Union Planters Bank, N.A. (“Lender”) and Bioanalytical Systems, Inc., an Indiana corporation (“Borrower”).

Recitals

Lender, Borrower and BAS Evansville, Inc. (“BAS”) entered into a certain Loan Agreement dated October 29, 2002, as amended by a certain Amendment to Loan Agreement dated June 1, 2004 and a certain First Amendment to Loan Agreement dated February 11, 2008 (collectively, the “Prior Loan Agreement”) in connection with (i) a certain Promissory Note (Term Loan) executed by Borrower in favor of Lender in the original principal amount of $5,410,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note (Term Loan) dated June 1, 2004, (ii) a certain Promissory Note (Loan (West Lafayette)) executed by Borrower in favor of Lender in the original principal amount of $2,250,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note (Loan (West Lafayette)) dated June 1, 2004, and (iii) a certain First Replacement Promissory Note (Loan (Mt. Vernon)) executed by Borrower and BAS in favor of Lender in the original principal amount of $1,698,540.11 dated February 11, 2008 (“Mt. Vernon Note”) (all notes listed in this recital are collectively, the “Prior Notes”). As security for the Prior Loan Agreement and the Prior Notes, Borrower granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing) (West Lafayette) dated October 29, 2002, and recorded on November 19, 2002, as Instrument No. 02037358 with the Office of the Recorder of Tippecanoe County, Indiana, and BAS Evansville, Inc. granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing) (Mt. Vernon) dated October 29, 2002, and recorded on November 13, 2002, as Instrument No. 20027318 with the Office of the Recorder of Posey County, Indiana (collectively, the “Prior Mortgages”).

Lender and Borrower entered into a certain Loan Agreement dated December 18, 2007, as amended by a certain First Amendment to Loan Agreement dated January 3, 2008, a certain Second Amendment to Loan Agreement dated May 18, 2009, a certain Third Amendment to Loan Agreement dated January 13, 2010, a certain Fourth Amendment to Loan Agreement dated November 29, 2010 and a certain Fifth Amendment to Loan Agreement dated effective as of February 11, 2011 (as the same may be further amended from time to time, collectively, the “Loan Agreement”).

To further secure the Indebtedness of Borrower to Lender, BAS executed and delivered to Lender a certain Unconditional Unlimited Continuing Guaranty dated January 13, 2010 whereby BAS guarantied the Indebtedness of Borrower to Lender (the “Guaranty”). (The Prior Loan Agreement, the Prior Mortgages, the Loan Agreement and the Guaranty, together with any and all promissory notes and any other commercial documents and agreements executed in connection therewith collectively are the “Loan Documents.”)

The parties desire to amend the Loan Agreement to modify certain terms of the Loan Agreement, as herein provided.

Terms

NOW, THEREFORE, in consideration of the foregoing and the mutual obligations of the parties hereto, the Loan Agreement is hereby amended as follows:

1.  Amendments to the Loan Agreement.

A. Section 1 (Definitions) the definition of “Term Loan Maturity Date” is amended to mean October 31, 2013.

B. Section 2 (Term Loan). Section 2 (Term Loan) is amended to read: Lender shall lend to Borrower and Borrower shall borrow from Lender the amount of $5,786,496.72 pursuant to the terms and conditions in the Loan Agreement and in that certain Amended and Restated Replacement Term Loan Note dated effective as of November 1, 2012.

C. Section 5 (Fees and Expenses). Section 5 is amended to provide that Borrower shall pay to Lender a non-refundable commitment fee in the amount of $15,000.00 in connection with this Amendment, payable in full upon execution of this Amendment.

2. Continuing Effect. All other terms, conditions, representations, warranties and covenants contained in the Loan Agreement shall remain the same and shall continue in full force and effect. In consideration hereof, Borrower represents and warrants that each representation and warranty set forth in the Loan Agreement, as hereby amended, remains true and correct as of the date hereof, except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date, that there presently exist no known offsets, counterclaims or defenses to the performance of the obligations under the Instruments (collectively, the “Obligations”) (such known offsets, counterclaims or defenses, if any, being hereby expressly waived), and that Borrower has no other known claims, demands, allegations or rights of action of any nature based on any matter arising from or related to the Obligations or Borrower’s relationship with the Lender (such known claims, demands, allegations or rights of action, if any, being hereby expressly waived) nor has there occurred any Event of Default under the Loan Agreement or any of the Instruments, and that there will be no Event of Default after giving effect to the transactions contemplated by this Amendment. The representations and warranties contained in the Loan Agreement originally shall survive this Amendment in their original form and shall survive as continuing representations and warranties of Borrower. Except as expressly herein provided, the Loan Agreement and this Amendment shall be interpreted, wherever possible, in a manner consistent with one another, but in the event of any irreconcilable inconsistency, this Amendment shall control. The parties each hereby agree to cooperate in all reasonable requests of each other party hereto, including, without limitation, the authentication of financing statements and other documents, which the requesting party deems reasonable, necessary, appropriate or expedient to carry out the intents and purposes of this Amendment. Capitalized terms used herein and not specifically herein defined shall have the meanings ascribed in the Loan Agreement.

3. Conditions Precedent. Notwithstanding anything contained in this Amendment to the contrary, the Lender shall have no obligation under this Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:

(a) The Lender shall have received each of the following, in form and substance satisfactory to the Lender:

(1) This Amendment and such other instruments, documents and opinions as the Lender shall reasonably require, all duly executed by the parties thereto in the forms approved by the Lender;

(2) The Amended and Restated Replacement Term Loan Note dated effective as of November 1, 2012 executed by the Borrower;

(3) A Consent and Confirmation of Guaranty executed by BAS;

(4) All reasonable expenses of the Lender (including, without limitation, reasonable attorneys’ fees), shall have been reimbursed by Borrower.

(b) All legal matters incident to this Amendment shall be reasonably satisfactory to the Lender and its counsel.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Facsimile signatures will be deemed acceptable and binding.

5. Not a Novation. This Amendment is a modification only and not a novation. Except for the above-referenced modifications the Loan Documents and any other agreement or security document, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This Amendment completely replaces and supercedes a certain Sixth Amendment to Loan Agreement dated effective as of November 1, 2012 and executed by Borrower on November 8, 2012.

The parties are signing this Amendment effective as of the date stated in the introductory paragraph.

LENDER:

REGIONS BANK

By:                                                                                                 

Michael F. Zingraf, Senior Vice President

BORROWER:

BIOANALYTICAL SYSTEMS, INC.

By:                                                                                                 

Jacqueline Lemke

Vice President of Finance and Administration

STATE OF INDIANA            )

                                                   )                     SS:

COUNTY OF ___________ )

Before me, the undersigned Notary Public, personally appeared Jacqueline Lemke, the Vice President of Finance and Administration of Bioanalytical Systems, Inc., an Indiana corporation, who on behalf of said entity acknowledged the execution of the foregoing instrument and swore to the truth of the statements made therein.

Witness my hand and Notarial Seal this _____ day of December, 2012.

My commission expires: ___________________	_______________________________________ Notary Public
County of Residence: ___________________	_______________________________________ Printed

EX-99.1

 

FOR MORE INFORMATION:	Company Contact:
	Jacqueline Lemke
Interim President & CEO and CFO
	Phone:  765.497.5829
	jlemke@BASinc.com
	Agency Contact:
	Neil Berkman
	Berkman Associates
	Phone:  310.477.3118
	info@berkmanassociates.com

BASi Reports Further Improvement in Profitability Before Restructuring Charges For The Fourth Quarter Of Fiscal 2012

WEST LAFAYETTE, IN -- Bioanalytical Systems, Inc. (NASDAQ:BASI) today announced financial results for the fourth quarter and year ended September 30, 2012.

Interim President & CEO and CFO Jacqueline Lemke said, "The restructuring we implemented during the second half of fiscal 2012 allowed us to deliver the significant improvements in profitability before restructuring charges we anticipated. Consider that in the first half of fiscal 2012, we operated four facilities that generated combined revenue of about $14.5 million and an EBITDAR loss of $1.7 million. In the year's second half, we operated two facilities that generated combined revenue of $13.7 million and positive EBITDAR of $1.6 million. That's a $3.3 million improvement despite the reduction in revenue, which was of course the planned consequence of the consolidation of our Oregon laboratory into our West Lafayette facility and the closure of our UK lab.

"Also worth noting is that our cash position increased to $721,000 at fiscal year end versus $409,000 at the end of the third quarter of fiscal 2012, and we recently received a further extension of the maturity of our mortgage debt to October 31, 2013 from May 4, 2013.

"Capacity utilization and gross margins are up. With our costs in line and systems in place to keep them in line, we now have a healthy and sustainable business model for the future.

"We built this strong foundation for growth while maintaining the high quality services BASi has long been known for and completing development of the advanced new Culex® NxT in vivo sampling system we formally launched today. We are now accepting orders for Culex NxT and expect to begin deliveries in January.

"We also recently announced the first of a number of collaborative research projects and preferred provider partnerships we are negotiating and expect to complete over the coming months that should contribute to our performance beginning in the new fiscal year. This first collaborative project is a safety pharmacology study which combines Culex with our partner's newest large animal telemetry technology, and advances BASi's long-established and well-respected CRO services expertise.

"While it will take some time to offset the loss of revenue due to the restructuring, we believe our aggressive approach to sales and marketing focused on our competitive strengths - specialty assay and discovery capabilities, a long history of regulatory excellence, and our market-changing Culex system - in time will deliver the renewed revenue growth and greatly enhanced profitability we are striving for. We are optimistic about the outlook for fiscal 2013."

Fourth Quarter Results

For the three months ended September 30, 2012, revenue decreased to $6,540,000 compared to $8,153,000 for the fourth quarter of fiscal 2011. This decrease partly reflected the consolidation of BASi's Oregon facility into its West Lafayette facility and the closure of its UK lab, as well as lower product revenue compared to the prior year.

Gross margin for the fourth quarter of fiscal 2012 was 32.9% compared to 27.6% for the fourth quarter of fiscal 2011.

Operating expenses decreased to $1,785,000 for the fourth quarter of fiscal 2012 compared to $2,630,000 for the same period a year earlier.

Operating income before restructuring increased to $369,000 compared to an operating loss of $382,000 for the fourth quarter of fiscal 2011, and income before income taxes and restructuring charges increased to $199,000 compared to a loss of $618,000 for the prior year.

Earnings before interest, taxes, depreciation, amortization, restructuring and non-cash compensation expenses (EBITDAR) increased to $891,000 compared to $205,000 for the fourth quarter of fiscal 2011, and increased sequentially compared to $716,000 for the third quarter of fiscal 2012. The Company recorded restructuring charges for the three months ended September 30, 2012 of $2,508,000, primarily consisting of UK exit costs. This is expected to be the final charge associated with the restructuring.

The GAAP net loss for the fourth quarter of fiscal 2012 was $2,311,000, or $0.32 per share. This compares to a GAAP net loss for the fourth quarter of fiscal 2011 of $668,000, or $0.10 per share.

Twelve Month Results

For the twelve months ended September 30, 2012, revenue decreased to $28,208,000 from $33,144,000 for fiscal 2011. EBITDAR for fiscal 2012 was a negative $118,000. This compares to EBITDAR for fiscal 2011 of a negative $682,000. The GAAP net loss for the year ended September 30, 2012 was $6,390,000, or $0.89 per share. This includes the recorded restructuring charges for the twelve months ended September 30, 2012 of $3,195,000. The GAAP net loss for the year ended September 30, 2011 included the accounting for the value of the warrants and preferred stock issued in a public offering in May 2011 that resulted in a deemed dividend to preferred stockholders, which was deducted from net earnings to compute GAAP earnings per share. After accounting for the preferred dividend, the net loss applicable to common shareholders for the year ended September 30, 2011 was $3,725,000, or $0.66 per share.

Balance Sheet Highlights

At September 30, 2012, BASi reported cash and cash equivalents of $721,000, total long-term obligations of $5,998,000, and shareholders' equity of $9,590,000, or $1.26 per outstanding share. At September 30, 2011, cash and cash equivalents were $2,963,000, total long-term obligations were $6,913,000, and shareholders' equity was $15,586,000, or $2.26 per outstanding share.

Earnings Conference Call

BASi has scheduled a conference call at 11:00 a.m. EST this morning to discuss its results for the quarter. To participate in the call, dial 866.713.8310, passcode #83355796 at least five minutes before the start of the call. A simultaneous webcast may be accessed from the Investors tab at www.BASInc.com. The webcast will be available for replay after 2:00 p.m. EST at this same Internet address. For a telephone replay, dial 888.286.8010, passcode #41234644 after 2:00 p.m. EST.

Non-GAAP to GAAP Reconciliation

This press release contains financial measures that are not calculated in accordance with accounting principles generally accepted in the United States (GAAP). The non-GAAP financial measures are EBITDAR. EBITDAR refers to financial performance measures that exclude certain income statement line items, such as interest, taxes, depreciation, amortization, and restructuring charges and/or exclude certain non-cash expenses as permitted by our credit agreements, such as stock-based compensation.

The non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Management, however, believes that these non-GAAP financial measures, when used in conjunction with the results presented in accordance with GAAP, may provide a more complete understanding of the Company's results and may facilitate a fuller analysis of the Company's results, particularly in evaluating performance from one period to another. Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of results and to illustrate the results giving effect to the non-GAAP adjustments shown in the reconciliation. Management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Non-GAAP Reconciliation

A reconciliation of reported results to adjusted results is included in this press release, which is also posted on BASi's website: www.BASInc.com.

About Bioanalytical Systems, Inc.

BASi is a pharmaceutical development company providing contract research services and monitoring instruments to the world's leading drug development companies and medical research organizations. The company focuses on developing innovative services and products that increase efficiency and reduce the cost of taking a new drug to market. Visit www.BASinc.com for more about BASi.

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry standards and regulatory standards, and various market and operating risks detailed in the company's filings with the Securities and Exchange Commission.

[SEE BELOW FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS]

BIOANALYTICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)  (Unaudited)
	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Service revenue	$	5,222		$	6,287		$	21,312		$	25,613
Product revenue		1,318			1,866			6,896			7,531
Total revenue		6,540			8,153			28,208			33,144
Cost of service revenue		3,880			5,135			18,472			19,679
Cost of product revenue		506			770			2,898			2,959
Total cost of revenue		4,386			5,905			21,370			22,638
Gross profit		2,154			2,248			6,838			10,506
Operating expenses:
Selling		528			846			3,263			3,121
Research and development		89			184			542			534
General and administrative		1,168			1,600			5,524			5,564
Total operating expenses		1,785			2,630			9,329			9,219
Restructuring charges		2,508			--			3,195			--
Operating income (loss)		(2,139	)		(382	)		(5,686	)		1,287
Interest expense		(174	)		(233	)		(714	)		(706	)
Other income		4			(3	)		12			12
Income (loss) before income taxes		(2,309	)		(618	)		(6,388	)		593
Income tax expense		2			50			2			50
Net income (loss)	$	(2,311	)	$	(668	)	$	(6,390	)	$	543
Other comprehensive income (loss):
Foreign currency translation adjustment		(26	)		(45	)		(22	)		(49	)
Comprehensive income (loss)	$	(2,337	)	$	(713	)	$	(6,412	)	$	494
Basic net loss per share:	$	(0.32	)	$	(0.10	)	$	(0.89	)	$	(0.66	)
Diluted net loss per share:	$	(0.32	)	$	(0.10	)	$	(0.89	)	$	(0.66	)
Weighted common shares outstanding:
Basic		7,395			6,913			7,158			5,667
Diluted		7,395			6,913			7,158			5,667

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
	September 30,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	721		$	2,963
Trade		3,366			4,073
Unbilled revenues and other		921			1,116
Inventories		1,656			1,636
Prepaid expenses		228			585
Total current assets		6,892			10,373
Property and equipment, net		18,628			20,399
Goodwill		1,383			1,383
Intangible assets, net		--			54
Debt issue costs, net		18			75
Other assets		54			62
Total assets	$	26,975		$	32,346
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	3,934		$	1,764
Accrued expenses		2,067			1,762
Customer advances		3,012			3,571
Income tax accruals		17			56
Revolving line of credit		1,444			1,346
Current portion of capital lease obligation		330			613
Current portion of long-term debt		583			735
Total current liabilities		11,387			9,847
Capital lease obligation, less current portion		739			1,071
Long-term debt, less current portion		5,259			5,842
Shareholders' equity:
Preferred shares, authorized 1,000,000 shares, no par value: 1,335
Series A shares at $1,000 stated value issued and outstanding
at September 30, 2012 and 2,135 at September 30, 2011		1,335			2,135
Common shares, no par value:
Authorized 19,000,000 shares; 7,638,738 issued and outstanding
at September 30, 2012 and 6,945,631 at September 30, 2011		1,871			1,698
Additional paid-in capital		20,451			19,408
Accumulated deficit		(14,096	)		(7,706	)
Accumulated other comprehensive income		29			51
Total shareholders' equity		9,590			15,586
Total liabilities and shareholders' equity	$	26,975		$	32,346

BIOANALYTICAL SYSTEMS, INC.
RECONCILIATION OF GAAP TO NONGAAP EARNINGS
(In thousands)
(Unaudited)
	Three Months Ended						Fiscal Year Ended
	September 30,						September 30,
	2012			2011			2012			2011
GAAP Net income (loss)	$	(2,311	)	$	(668	)	$	(6,390	)	$	543
Less:  Deemed dividend on Series A preferred shares		-			-			-			(3,277	)
Less:  Preferred stock dividends		-			-			-			(991	)
GAAP Net loss attributable to common shareholders	$	(2,311	)	$	(668	)	$	(6,390	)	$	(3,725	)
Addback:  Interest expense		174			233			714			706
Income taxes		2			50			2			50
Depreciation and amortization		554			560			2,278			2,134
Restructuring expenses		2,508			-			3,195			-
Stock option expense		(36	)		30			83			153
NONGAAP EBITDAR	$	891		$	205		$	(118	)#	$	(682	)

EBITDAR - Earnings before interest, taxes, depreciation, amortization, restructuring charges and stock option expenses

.