UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM 10-Q

(Mark One)

       [X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 19341934.

                 For the quarterly period ended March 31, 2003June 30, 2003.

or

       [   ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 19341934.

                 For the transition period from                                   to                                   .

Commission File Number:  0-23357


BIOANALYTICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

INDIANA35-1345024
(State or other jurisdiction of
incorporation or organization)		(IRS Employer Identification No.)

2701 Kent Avenue
West Lafayette, IN
47906
(Address of principal executive offices)(Zip Code)
(765) 463-4527
(Registrant's telephone number,
including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes [X]     No [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).      Yes [   ]     No [X]

         As of April 30,August 19, 2003, 4,602,6034,831,460 Common Shares of the registrant were outstanding.

The purpose of this amendment is to correct certain typographical errors in the financial statements and throughout the document, to provide additional information in response to Part I, Item 4, and to replace Exhibits 31.1 and 31.2, which were inadvertently missing portions of the certifications required to be filed as part thereof, which information and exhibits were omitted due to clerical error.

PAGE   


–  1  –NUMBER

PART I.PAGE
NUMBER
PART IFINANCIAL INFORMATION

Item 1.Financial Statements (Unaudited):

Consolidated Balance Sheets as of
      March 31,June 30, 2003 and September 30, 20023

Consolidated Statements of Operations for the
      Three Months and SixNine Months ended March 31,June 30, 2003 and 20025

Consolidated Statements of Cash Flows for the
      SixNine Months Ended March 31,June 30, 2003 and 20026

Notes to Consolidated Financial Statements7

Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations		10

Item 3.Quantitative and Qualitative Disclosures About
Market Risk		15

Item 4.Controls and Procedures15


PART II.OTHER INFORMATION

Item 4.Submission of Matters to Vote of Security Holders16

Item 6.Exhibits and Reports on Form 8-K16

SIGNATURES20




–  2  –

PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)


March 31, 2003
    (Unaudited)
September 30,
       2002*
ASSETS      
   Current assets:  
    Cash and cash equivalents  $889 $826 
    Accounts receivable  
       Trade   4,622  3,699 
       Grants   63  116 
       Unbilled revenues and other   607  739 
    Inventories   2,415  2,624 
    Deferred income taxes   455  455 
    Refundable income taxes   125  52 
    Prepaid expenses   370  283 
      Total current assets   9,546  8,794 
   Property and equipment:  
    Land and improvements   501  496 
    Buildings and improvements   18,158  14,476 
    Machinery and equipment   13,196  13,363 
    Office furniture and fixtures   1,133  1,114 
    Construction in process   1,475  2,359 
        Total property and equipment   34,463  31,808 
        Less accumulated depreciation   (10,043) (8,984)
 Net property and equipment   24,420  22,824 
Goodwill, less accumulated amortization of $360   2,235  884 
Other assets   1,620  961 
Debt issue costs   460  --- 
               Total assets  $38,281 $33,463 
LIABILITIES AND SHAREHOLDERS' EQUITY  
    Current liabilities:  
    Accounts payable  $1,961 $2,459 
    Income taxes payable   14  42 
    Accrued expenses   735  753 
    Customer advances   1,202  1,285 
    Revolving line of credit   3,148  3,750 
    Current portion of capital lease obligation   236  1,138 
    Current portion of long-term debt   396  278 
     Total current liabilities   7,692  9,705 




–  3  –

March 31, 2003
    (Unaudited)
September 30,
       2002*
June 30, 2003
(Unaudited)
September 30,
2002
ASSETS      
Current assets: 
Cash and cash equivalents $972 $826 
Accounts receivable 
Trade  4,374  3,699 
Grants  14  116 
Unbilled revenues and other  456  739 
Inventories  2,418  2,624 
Deferred income taxes  455  455 
Refundable income taxes  117  52 
Prepaid expenses  365  283 
Total current assets  9,171  8,794 
Property and equipment: 
Land and improvements  486  496 
Buildings and improvements  24,200  14,476 
Machinery and equipment  14,237  13,363 
Office furniture and fixtures  1,144  1,114 
Construction in process  1,564  2,359 
Total property and equipment  41,631  31,808 
Less accumulated depreciation  (10,719) (8,984)
Net property and equipment  30,912  22,824 
Goodwill, less accumulated amortization of $360  3,766  884 
Intangible and other assets  240  961 
Debt issue costs  446  --- 
Total assets $44,535 $33,463 
LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities: 
Accounts payable $3,529 $2,459 
Income taxes payable  15  42 
Accrued expenses  1,171  753 
Customer advances  1,601  1,285 
Revolving line of credit  1,620  3,750 
Current portion of capital lease obligation  188  1,138 
Current portion of long-term debt  428  278 
Total current liabilities  8,552  9,705 
Capital lease obligation, less current portion  28  124   3  124 
Construction line of credit  3,179  ---   1,139  --- 
Long-term debt, less current portion  5,027  3,124   7,056  3,124 
Subordinated debt, long-term  1,754  ---   5,754  --- 
Deferred income taxes  1,556  1,612   1,922  1,612 
Shareholders' equity:  
Preferred Shares:  
Authorized shares - 1,000,000  
Issued and outstanding shares - none  ---  ---   ---  --- 
Common Shares:  
Authorized shares - 19,000,000  
Issued and outstanding shares - 4,602,603 and 4,578,516  1,020  1,014 
Issued and outstanding shares - 4,831,460 and 
4,578,516  1,168  1,014 
Additional paid-in capital  10,554  10,521   11,122  10,521 
Retained earnings  7,519  7,411   7,873  7,411 
Accumulated other comprehensive loss  (48) (48)  (54) (48)
Total shareholders' equity  19,045  18,898   20,109  18,898 
Total liabilities and shareholders' equity $38,281 $33,463  $44,535 $33,463 

See accompanying notes to consolidated financial statements.

* The balance sheet at September 30, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted


–  3  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in the United States for completethousands)
(Unaudited)


Preferred
Shares		Common
Shares		Additional
Paid-In
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Total
Shareholders
Equity
 
Balance at September 30, 2002  $--- $1,014 $10,521 $7,411 $(48)$18,898   
Comprehensive income (loss)  
  Net income   ---  ---  ---  275  ---  275 
Other comprehensive loss:  
  Foreign currency  
  translation adjustments   ---  ---  ---  ---  (1)            (1)
Total comprehensive income        274
Exercise of stock options   ---  3  16  ---  ---  19 
Balance at December 31, 2002   ---  1,017  10,537  7,686  (49) 19,191 
Comprehensive income (loss)  
  Net income   ---  ---  ---  (167) ---  (167)
Other comprehensive loss:  
  Foreign currency  
  translation adjustments   ---  ---  ---  ---  1               1
Total comprehensive income                  (166)
Exercise of stock options   ---  3  17  ---  ---  20 
Balance at March 31, 2003   ---  1,020  10,554  7,519  (48) 19,045 
Total comprehensive income            ---     ---
  Net income   ---  ---  ---  354 ---  354
Other comprehensive loss:  
  Foreign currency  
  translation adjustments           (6)            (6)
Total comprehensive income                  348
Issuance of new shares   ---  148  568  ---  ---  716 
Balance at June 30, 2003  $--- $1,168 $11,122 $7,873 $(54)$20,109 

See accompanying notes to consolidated financial statements.

.




–  4  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)


Three Months
Ended March
31, 2003
Three Months
Ended March
31, 2002
Six Months
Ended March
31, 2003
Six Months
Ended March
31, 2002
Three Months
Ended June
30, 2003
Three Months
Ended June
30, 2002
Nine Months
Ended June
30, 2003
Nine Months
Ended June
30, 2002
Service revenue $4,564 $4,247 $9,096 $7,816  $5,643 $4,086 $14,739 $11,902 
Product revenue  2,386  3,138  4,828  5,592   2,231  2,490  7,059  8,082 
Total revenue  6,950  7,385  13,924  13,408   7,874  6,576  21,798  19,984 

Cost of service revenue  3,721  2,793  6,976  5,413   3,864  3,050  10,840  8,463 
Cost of product revenue  972  1,445  2,006  2,292   858  1,034  2,864  3,326 
Total cost of revenue  4,693  4,238  8,982  7,705   4,722  4,084  13,704  11,789 
Gross profit  2,257  3,147  4,942  5,703   3,152  2,492  8,094  8,195 
Operating expenses:  
Selling  884  876  1,642  1,654   557  621  2,199  2,275 
Research and development  323  389  691  712   305  393  996  1,105 
General and administrative  1,197  1,087  2,287  2,105   1,436  1,170  3,723  3,275 
Total operating expenses  2,404  2,352  4,620  4,471   2,298  2,184  6,918  6,655 
Operating income (loss)  (147) 795  322  1,232 
Operating income  854  308  1,176  1,540 
Interest income  1  (4) 2  2   1  ---  3  2 
Interest expense  (138) (56) (248) (115)  (148) (62) (396) (177)
Other income  30  16  59  52   20  13  79  65 
Gain (loss) on sale of property and equipment  (5) (5) 32  (13)  49  -  81  (13)
Income (loss) before income taxes  (259) 746  167  1,158 
Income before income taxes  776  259  943  1,417 
Income taxes (benefit)  (92) 227  59  392   422  (22) 481  370 
Net income (loss) $(167)$519 $108 $766 
Net income $354 $281 $462 $1,047 
Basic and diluted net income (loss) per common 
share and common equivalent share $(.04)$.11 $.02 $.17 
Basic and diluted net income per common share and 
common equivalent share $.08 $.06 $.10 $.23 
Basic weighted average common
shares outstanding		  4,601,068  4,577,490  4,589,930  4,564,620  
  4,605,118  4,578,261  4,594,993  4,575,146 
Diluted weighted average common and common  
equivalent shares outstanding  4,601,068  4,622,462  4,619,025  4,622,914   4,608,541  4,614,622  4,615,530  4,620,150 

See accompanying notes to consolidated financial statements.




–  5  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)


Six Months Ended
March 31, 2003
Six Months Ended
March 31, 2002
Nine Months Ended
June 30, 2003
Nine Months Ended
June 30, 2002
Operating activities:            
Net income $108 $766  $462 $1,047 
Adjustments to reconcile net income to net cash 
(used) provided by operating activities: 
Adjustments to reconcile net income to net cash (used) provided by 
operating activities: 
Depreciation and amortization  1,155  966   1,783  1,478 
Loss (gain) on sale of property and equipment  (32) 12   (81) 13 
Deferred income taxes  (124) 336   242  293 
Changes in operating assets and liabilities:  
Accounts receivable  (234) (1,052)  605  (257)
Inventories  208  (316)  255  (321)
Prepaid expenses and other assets  86  (160)  153  (165)
Accounts payable  (592) (972)  (476) (295)
Income taxes payable  (101) (83)  (92) (273)
Accrued expenses  (137) (54)  1  (455)
Customer advances  (83) (162)  (141) (842)
Net cash provided (used) by operating activities  254  (719)  2,711  (223)
Investing activities:  
Deposit on purchase of building  ---  (250)
Capital expenditures  (3,217) (1,227)  (4,077) (3,786)
Proceeds from sale of property and equipment  892  ---   1,023  --- 
Payments for purchase of net assets 
from LC Resources, Inc. net of cash acquired  (163) --- 
Loans to PharmaKinectics Laboratories, Inc.  (517) --- 
Deferred acquisition costs for PharmaKinectics Laboratories, Inc.  (239) --- 
Payments for purchase of net assets from LC Resources, Inc. net 
of cash acquired  (163) --- 
Payments for purchase of net assets from Pharmakinetics Laboraties, 
Inc. net of cash acquired  (816) --- 
Net cash used by investing activities  (3,244) (1,477)  (4,033) (3,786)
Financing activities:  
Borrowings on line of credit  3,826  2,483   3,826  3,774 
Payments on line of credit  (4,428) (70)  (5,955) (707)
Borrowings on construction line of credit  3,179  ---   3,343  --- 
Payments on capital lease obligations  (998) (129)  (1,071) (175)
Borrowings of long-term debt  5,410  ---   5,410  680 
Payments of debt issue costs  (460) ---   (460) --- 
Payments of long-term debt  (3,515) (117)  (3,658) (183)
Net proceeds from the exercise of stock options  39  13   39  17 
Net cash provided by financing activities  3,053  2,180   1,474  3,406 
Effects of exchange rate changes  ---  23   (6) (8)
Net increase in cash and cash equivalents  63  7 
Net increase (decrease) in cash and cash equivalents  146  (165)
Cash and cash equivalents at beginning of period  826  374   826  374 
Cash and cash equivalents at end of period $889 $381  $972 $209 

See accompanying notes to consolidated financial statements.




–  6  –

BIOANALYTICAL SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Unaudited)


(1)    DESCRIPTION OF THE BUSINESS

Bioanalytical Systems, Inc. and its subsidiaries (“BASi”) engage in laboratorydrug development services, consulting and research related to analytical chemistry and chemical instrumentation. BASi also manufactures and markets scientific instruments for use in the determination of trace amounts of organic compounds in biological, environmental and industrial materials. BASi also sells its equipment and software for use in industrial, government and academic laboratories. BASi customers are located throughout the world.

(2)    INTERIM FINANCIAL STATEMENT PRESENTATION AND STOCK BASED COMPENSATION

The accompanying interim financial statements are unaudited and have been prepared by BASi pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, for the year ended September 30, 2002. In the opinion of management, the consolidated financial statements for the sixnine months ended March 31,June 30, 2003 and 2002 include all adjustments, consisting only of normal and recurring adjustments, which are necessary for a fair presentation of the results of the interim periods. The results of operations for the sixnine months ended March 31,June 30, 2003 are not necessarily indicative of the results for the year ending September 30, 2003.

At March 31,June 30, 2003, BASi had four stock-based employee compensation plans, which are described more fully in Note 8 of the annual report of BASi on Form 10-K for the year ended September 30, 2002,2002. BASi accounts for these plans under the recognition and measurement principals of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. No stock-based employee compensation cost is reflected in the net income of BASi, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income (loss) and earnings (loss) per share if BASi had applied the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

Three Months Ended
March 31, 2003
Three Months Ended
March 31, 2002
Six Months Ended
March 31, 2003
Six Months Ended
March 31, 2002
Net income (loss) as reported  $(167)$519 $108 $766 
(in thousands, except per share data)(in thousands, except per share data)Three Months Ended
June 30, 2003		Three Months Ended
June 30, 2002		Nine Months Ended
June 30, 2003		Nine Months Ended
June 30, 2002
Net income as reported  $354 $281 $462 $1047 
Deduct: Total stock-based employee  
compensation expense determined  
under fair value based method for  
all awards, net of related tax  
effects  5  5  10  10   5  5  15 15 
Pro forma net income (loss) $(172)$514 $98 $756 
Earnings (loss) per share: 
Pro forma net income $349 $276 $447 $1032 
Earnings per share: 
Basic and diluted - as reported $(.04)$.11 $.02 $.17  $.08 $.06 $.10 $.23 
Basic and diluted - pro forma $(.04)$.11 $.02 $.17  $.08 $.06 $.10 $.23 




–  7  –

(3)    NEW ACCOUNTING PRONOUNCEMENTS

As of October 1, 2002, BASi adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. Pursuant to the provisions of SFAS No. 142 BASi stopped amortizing goodwill as of October 1, 2002 and will perform an impairment test on its goodwill at least annually. During the second quarter of 2003, BASi completed the transitional impairment test required under SFAS No. 142. The initial step of the impairment test was to identify potential goodwill impairment by comparing the fair value of BASi'sBASi’s reporting units to their carrying values, including the applicable goodwill. These fair values were determined by calculating the discounted free cash flow expected to be generated by each reporting unit taking into account what BASi considers to be the appropriate industry and market rate assumptions. If the carrying value exceeded the fair value, then a second step was performed, which compared the implied fair value of the applicable reporting unit’s goodwill with the carrying amount of that goodwill, to measure the amount of goodwill impairment, if any. As a result of the initial transitional impairment test, BASi determined that no goodwill impairment existed at October 1, 2002.

In addition to performing the required transitional impairment test on BASi’s goodwill, SFAS No. 142 required BASi to reassess the expected useful lives of existing intangible assets including patents and licenses for which the useful life is determinable. (See note 7 for cost and accumulated amortization). BASi incurred no impairment charges as a result of SFAS No. 142 for intangibles with determinable useful lives which are subject to amortization.




–  7  –

The following table shows BASi’s 2002 results presented on a comparable basis to the 2003 results, adjusted to exclude amortization expense related to goodwill (in thousands, except per share data):

Three Months Ended
March 31, 2003
Three Months Ended
March 31, 2002
Six Months Ended
March 31, 2003
Six Months Ended
March 31, 2002
Net income (loss) - as reported  $(167)$519 $108 $766 
Goodwill amortization   ---  13  ---  27 
Net income (loss) - as adjusted  $(167)$532 $108 $793 
Basic and diluted per share:  
 Net income (loss) - as reported  $(.04)$.11 $.02 $.17 
 Goodwill amortization   ---  ---  ---  .01 
 Net income (loss) - as adjusted  $(.04)$.11 $.02 $.18 
Three Months Ended
June 30, 2003
Three Months Ended
June 30, 2002
Nine Months Ended
June 30, 2003
Nine Months Ended
June 30, 2002
Net income - as reported  $354 $281 $462 $1,047 
Goodwill amortization   ---  26  ---  53 
Net income - as adjusted  $354 $307 $462 $1,100 
Basic and diluted per share:  
 Net income - as reported  $.08$.06$.10$.23
 Goodwill amortization  $--- $.01$--- $.01
 Net income - as adjusted  $.08$.07$.10$.24

The sum of the net income per common share may not equal the annual net income per share due to interim quarter rounding.

Effective January 1, 2003, BASi adopted FASB Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 elaborates on the disclosures that must be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of FIN 45 apply on a prospective basis to certain guarantees and indemnifications issued or modified after December 31, 2002. Accordingly, any contractual guarantees or indemnifications BASi issues or modifies subsequent to December 31, 2002 will be evaluated and, if required, a liability for the fair value of the obligation undertaken will be recognized. The adoption of FIN 45 did not have a material effect on BASi’s financial position or results of operations during the secondthird quarter.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (“ARB”) No. 51.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by the primary beneficiary of the entity under certain circumstances. FIN 46 is effective for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. AsBased on its preliminary review of its interests in other entities, BASi does not have variable interest entities, it is not expectedexpect that the adoption of FIN 46 will have a material impact its financial position or results of operations.




–  8  –

(4)    ACQUISITIONACQUISITIONS

On December 13, 2002, BASi acquired LC Resources, Inc. (“LCR”), a privately-held company based in Walnut Creek, California. BASi purchased all of the outstanding shares of LCR for $2,500,000, subject to adjustment for certain changes$2,000,000 in net tangible assets of LCR. Based on BASi’s preliminary review of LCR’s net tangible assets, the purchase price has been adjusted to approximately $2,000,000.cash and subordinated notes. BASi paid cash of $176,000, including acquisition costs, at closing withand issued subordinated notes in the remainderprincipal amount of $2,250,000. Following an adjustment in the purchase price required by the terms of the acquisition agreement, the principal amount of the notes was adjusted (as of the closing date) to be$1,800,000, and BASi paid through promissorythe sellers an additional $75,000 in cash. The notes bearingbear interest at 10% per annum, and maturingmature on October 1, 2007. The holders of the notes will have the option to require BASi to repay up to 20% of the outstanding principal balance of the notes on each October 1 prior to maturity, commencing October 1, 2003. Holders of $1,258,650 in aggregate principal amount of these notes have notified BASi that they will require payments of 20% of the outstanding principal of their notes plus accrued interest on October 1, 2003. These notes are subordinate to BASi'sBASi’s bank debt.

The acquisition was accounted for using the purchase method of accounting as required by Statement of Financial Accounting Standards No. 141, “Business Combinations.” The preliminary purchase price has been allocated to the estimated fair values of net assets acquired based on management’s estimate. The allocation of the purchase price is subject to change pending final agreement between the parties; the estimated fair values arepreliminary and subject to change pending the completion of management’s analysis.management's analysis, including an assessment of the fair value of LCR owned properties and of any identifiable intangible assets required to be accounted for apart from goodwill. The excess preliminary purchase price has been allocated to goodwill in the amount of $1,351,000 and the results of operations of LCR have been included with those of BASi since the date of the acquisition. LCR has recently been renamed BASi Northwest Laboratories, Inc.

On May 26, 2003, Pharmakinetics Laboratories, Inc. (“PKLB”) became a majority owned subsidiary through the conversion of $791,000 in convertible notes receivable to 4,992,300 shares of PKLB common stock, representing a 67% interest. On June 30, 2003, BASi completed its acquisition of PKLB through the exchange of approximately 228,857 shares of BASi common stock valued at $1,179,000 for all of the outstanding common stock and Class B preferred stock of PKLB, and the issuance of $4,000,000 of 6% convertible notes due 2009 (“6% Notes”) for all of PKLB’s Class A redeemable preferred stock. The 6% Notes do not bear interest for the first year after their date of issuance and are convertible at any time after the first anniversary of the date of issuance into approximately 249,990 shares of BASi common stock. BASi paid cash aggregating $1,505,000, representing acquisition costs and cash advances made to PKLB from June 2002 through May 2003.

PKLB, a public company based in Baltimore, Maryland, provides clinical research and development services to the pharmaceutical and biotechnology industries in the development of prescription and non-prescription drug products. PKLB has been renamed BASi Baltimore, Inc. The acquisition was accounted for using the purchase method of accounting as required by SFAS No. 141, “Business Combinations.” The purchase price has been allocated to the estimated fair values of net assets acquired based on management’s estimate. The allocation of the purchase price is preliminary and subject to change pending the completion of management’s analysis, including an assessment of the fair value of PKLB owned properties and of any identifiable intangible assets required to be accounted for apart from goodwill. The purchase price has been allocated (preliminary) as follows:

Current assets  $626 
Property and equipment   6,321 
Goodwill   1,494 
 Total assets   8,441 
Liabilities   2,206 
   $6,235 

The results of operations of PKLB have been included with those of BASi since May 26, 2003. Pro forma revenue, net income (loss) and income (loss) per share information is as follows (in thousands, except per share data):

Three Months Ended
June 30, 2003
Three Months Ended
June 30, 2002
Nine Months Ended
June 30, 2003
Nine Months Ended
June 30, 2002
Revenue  $8,536 $7,545 $24,510 $24,600 
Net income (loss)  $18 $(489)$(902)$36 
Earnings (loss) per share:  
  Basic and diluted  $.00 $(.10)$(.19)$.01 




–  89  –

(5)    INVENTORIES

Inventories consisted of (in thousands):

March 31, 2003September 30, 2002

June 30, 2003
September 30, 2002
Raw materials  $1,280 $1,347   $1,281 $1,347 
Work in progress  359  339   360  339 
Finished goods  929  1,091   930  1,091 
  2,568  2,777   2,571  2,777 
LIFO reserve  (153) (153)  (153) (153)
 $2,415 $2,624  $2,418 $2,624 

(6)    DEBT

BASi has a revolving line of credit which expires September 30, 2005. The maximum amount available under the terms of the agreement is $6,000,000, with outstanding borrowings limited to the borrowing base as defined in the agreement. Interest accrues monthly on the outstanding balance at the bank’s prime rate to prime rate plus 125 basis points or at the Eurodollar rate plus 200 to 350 basis points, as elected by BASi, depending upon certain financial ratios (4.25%(4.00% at March 31,June 30, 2003). BASi pays a fee equal to 25 to 50 basis points, depending on certain financial ratios, on the unused portion of the line of credit.

BASi has a $5,410,000 commercial mortgage with a bank. The mortgage note requires 119 monthly principal payments of $22,542 plus interest, followed by a final payment for the unpaid principal amount of $2,727,502 due November 1, 2012. Interest is charged at the prime rate (4.25%(4.00% at March 31,June 30, 2003).

BASi has a $2,250,000 construction loan with a bank which expires November 1, 2012. Proceeds from this loan will be used to fund the expansion of BASi’s facilities in West Lafayette, Indiana. The loan requires interest payments only until completion of the project in West Lafayette, Indiana. Interest is charged at the prime rate (4.25%(4.00% at March 31,June 30, 2003).

BASi hashad a $2,340,000 construction loan with a bankbank. BASi utilized $2,221,000 of the amount available which expires Maywas converted to a term loan effective April 1, 2008.2003. Proceeds from this loan will bewere used to fund the expansion of BASi’s facilities in Evansville, Indiana. The loan requires 60 monthly principal and interest payments only until completion of $16,712 with the project in Evansville, Indiana.balance to be paid on April 1, 2008. Interest is charged at the prime rate (4.25%(4.00% at March 31,June 30, 2003).

BASi has $5,754,000 in subordinated notes payable issued in connection with the acquisitionacquisitions of LCR and PKLB (see Note 4).

(7)    SEGMENT INFORMATION

BASi operates in two principal segments – analytical services and analytical products. BASi’s analytical services unit provides chemistrydrug development support on a contract basis directly to pharmaceutical companies. BASi’s products unit provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. BASi evaluates performance and allocates resources based on these segments.




–  10  –

The following table presents required segment information:

(in thousands)Three Months Ended
June 30, 2003
Three Months Ended
June 30, 2002
Nine Months Ended
June 30, 2003
Nine Months Ended
June 30, 2002
Operating income:          
Services  $546 $123 $739 $885 
Products   308  185  437  655 
Total operating income   854  308  1,176  1,540 
Corporate expenses   (78) (49) (233) (123)
Income before income taxes  
   $776 $259 $943 $1,417 
 
(in thousands)June 30, 2003
 September 30, 2002
Carrying amounts of goodwill:  
Services  $3,392 $510 
Products   374  374 
Goodwill  $3,766 $884 
 
(in thousands)June 30, 2003
 September 30, 2002
Carrying amounts of definite-lived intangible assets
  
Products:  
Patents and licenses  $320 $311 
Less accumulated amortization   116  88 
Patents and licenses  $204 $223 
 
The are no intangible assets associated with the services segment.
 
(in thousands)June 30, 2003
 September 30, 2002
Carrying amounts of identifiable assets
  
Services  $30,225 $22,255 
Products   14,310  11,208 
Total assets  $44,535 $33,463 




–  911  –

(in thousands)Three Month Ended
March 31, 2003
Three Months Ended
March 31, 2002
Six Months Ended
March 31, 2003
Six Months Ended
March 31, 2002
Operating income (loss):          
Services  $(189)$605 $193 $762 
Products   42  190  129  470 
Total operating income (loss)   (147) 795  322  1,232 
Corporate expenses   (112) (49) (155) (74)
Income (loss) before income taxes  
   $(259)$746 $167 $1,158 

(in thousands)March 31, 2003
September 30, 2002
Carrying amounts of goodwill:          
Services  $1,861 $510
Products   374  374
Goodwill  $2,235 $884

(in thousands)March 31, 2003
September 30, 2002
Carrying amounts of definite-lived
intangible assets:		          
Products:          
Patents and licenses  $320 $311
Less accumulated amortization   106  88
Patents and licenses  $214 $223

The are no intangible assets associated with the services segment.

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 BASi’s intent, belief or current expectations with respect to (i) BASi’s strategic plans; (ii) BASi’s future revenues or profitability; (iii) BASi’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) BASi’s growth strategy. Investors in BASi’s Common Shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in Exhibit 99.1 to BASi’s annual report on Form 10-K for the year ended September 30, 2002. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based 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 BASi’s plans and objectives will be achieved.

On October 25, 2002, BASi publicly disclosed that Peter T. Kissinger, President of BASi, had stated at a meeting in Indianapolis, Indiana that management expected BASi’s estimated fiscal 2003 revenues, including anticipated revenues from pending acquisitions, to be approximately $40 million. Management no longer expects fiscal 2003 revenues to reach this level and currently expects revenues for fiscal 2003 to be approximately $30 million. Delays in the closings of two acquisitions (a merger with PharmaKinectics Laboratories, Inc. (“PKLB”) and a purchase of the outstanding shares of LC Resources, Inc. (“LCR”)) that were pending at the time of Dr. Kissinger’s statement prevented BASi from including the revenues of the target companies in its financial results, and from implementing changes in those acquired companies’ operations which management believed would increase revenues. The positive impact on LCR and PKLB’s businesses’ that management expected would occur upon announcement of the proposed merger failed to materialize.




–  10  –

A substantial amount of the anticipated increase in revenue was expected to come from changes in the businesses of LCR and PKLB that BASi intended to implement after the acquisitions were completed. While BASi has seen some improvements in LCR's business since the acquisition closed in the first quarter of fiscal 2003, management's operational changes are not providing results as rapidly as management anticipated. Moreover, the failure to complete the PKLB transaction prior to December 31, 2002, as originally anticipated, resulted in a delay in BASi’s ability to implement its business model at PKLB and a failure to realize any significant revenue benefit from the acquisition in fiscal 2003. Management continues to believe that the implementation of its business model at LCR and PKLB will result in improvements in operating results, including increases in revenue, at both companies. However, management now believes that it may have overestimated the amount of increased revenue that would be provided by the acquired companies in fiscal 2003.

Issues relating to these transactions and the refinancing of BASi’s credit facility (which was completed in the first quarter of fiscal 2003) consumed large amounts of management’s time which would otherwise have been devoted to increasing BASi’s revenues. Management’s expectation was also negatively affected by lower than expected product revenues for the first half of the year. At the time of Dr. Kissinger’s statement, management expected product revenue to grow significantly as BASi’s Culex® product gained more acceptance. Instead, product revenue declined by 13.7% in the first half of fiscal 2003 compared to the same period in fiscal 2002. Management believes the lower than expected product revenues reflect reductions and delays in research and development capital expenditures by BASi’s pharmaceutical customers due, in part, to concerns over the continuing sluggishness of the economy. Management further believes that the uncertainty created by the merger of Pfizer and Pharmacia, two of BASi’s largest customers, has delayed purchasing decisions and research and development expenditures by those customers that negatively affected BASi’s expected product sales and, to a lesser extent, service revenues in the first half of fiscal 2003. The Pfizer/Pharmacia merger closed in April 2003. In consideration of the multiple variables that must be considered when forecasting financial results, each of which can individually be difficult to estimate, BASi has determined that it will no longer provide financial guidance.

RESULTS OF OPERATIONS

Three Months Ended March 31,June 30, 2003 Compared With Three Months Ended March 31,June 30, 2002

Total revenue for the three months ended March 31,June 30, 2003 decreased 5.9%increased 19.7% to $6,950,000$7,874,000 from $7,385,000$6,576,000 for the three months ended March 31,June 30, 2002. The net decreaseincrease of $435,000$1,298,000 was primarily due to a decreasean increase in productservice revenue to $2,386,000$5,643,000 for the three months ended March 31,June 30, 2003 from $3,138,000$4,086,000 for the three months ended March 31,June 30, 2002, primarily as a result of lower sales volumethe operation of Culex® units in the quarter ended March 31, 2003 compared to the prior year.LC Resources, Inc. The impact of the increase in service revenue was partially offset by a $259,000 decrease in product revenue was softened by a $317,000 increase in service revenue from the comparable period in 2002.

Total cost of revenue for the three months ended March 31,June 30, 2003 increased 10.7%15.6% to $4,693,000$4,722,000 from $4,238,000$4,084,000 for the three months ended March 31,June 30, 2002. This increase of $455,000$638,000 was primarily due to increased costs of service revenue associated with the acquisitionoperation of LC Resources, Inc. and an increase in the costs of bioanalytical services in the United Kingdom. Costs of service revenue increaseddecreased to 81.5% as a percentage68.5% of servicesservice revenue for the three months ended March 31,June 30, 2003 from 65.8%74.6% for the three months ended March 31,June 30, 2002, primarily due to increased costsrevenue associated with the acquisition of LC Resources, Inc. and an increase in the costsrevenue of bioanalytical services in the United Kingdom.States. Cost of product revenue decreased to 40.7% as a percentage38.5% of product revenue for the three months ended March 31,June 30, 2003 from 46.0%41.5% for the three months ended March 31,June 30, 2002, primarily due to a change in product mix.

Selling expenses for the three months ended March 31,June 30, 2003 increased 0.9%decreased 10.3% to $884,000$557,000 from $876,000$621,000 for the three months ended March 31,June 30, 2002. Selling expenses decreased $159,000$64,000 due to decreased advertising expense, and travel expense, which was offset by $167,000 for expenses related to the early retirementrelocation of certain personnel.the United Kingdom instrument sales office. Research and development expenses, which are net of grant reimbursements, for the three months ended March 31,June 30, 2003 decreased 17.0%22.4% to $323,000$305,000 from $389,000$393,000 for the three months ended March 31,June 30, 2002. The decrease of $66,000$88,000 is primarily due to a reallocation of certain research and development personnel. General and administrative expenses for the three months ended March 31,June 30, 2003 increased 10.1%22.7% to $1,197,000$1,436,000 from $1,087,000$1,170,000 for the three months ended March 31,June 30, 2002, primarily as a result of increases in professional fees and outside services. As a result of the foregoing, total operating expenses increased $52,000,$114,000, or 2.2%5.2%, to $2,404,000$2,298,000 for the three months ended March 31,June 30, 2003 from $2,352,000$2,184,000 for the three months ended March 31,June 30, 2002.

Other expense, net, was $112,000$78,000 in the three months ended March 31,June 30, 2003, as compared to $49,000 in the three months ended March 31,June 30, 2002, primarily as a result of increased interest expense due to increased debt.

BASi’s effective tax rate for the three months ended March 31,June 30, 2003 was 35.5%54.4% compared to 8.5% (tax benefit) compared to 30.4% (tax provision) for the three months ended March 31,June 30, 2002. In the third quarter, BASi changed its estimated annual effective tax rate from 35% to 51% due to the impact of nondeductible foreign losses. The effect of this change resulted in an increase in income tax expense of $150,000 ($0.03 per share) for the three months ended June 30, 2003.




–  1112  –

SixNine Months Ended March 31,June 30, 2003 Compared With SixNine Months Ended March 31,June 30, 2002

Total revenue for the sixnine months ended March 31,June 30, 2003 increased 3.9%9.1% to $13,924,000$21,798,000 from $13,408,000$19,984,000 for the sixnine months ended March 31,June 30, 2002. The net increase of $516,000$1,814,000 was primarily due to an increase in service revenue to $9,096,000$14,739,000 for the sixnine months ended March 31,June 30, 2003 from $7,816,000$11,902,000 for the sixnine months ended March 31,June 30, 2002, primarily as a result of an increase in bioanalytical services in the United States. The increase in service revenue was partially offset by a decline in product revenue of $764,000$1,023,000 from the comparable period in 2002, which was due primarily to lower sales volume of Culex units in fiscal 2003.

Total cost of revenue for the sixnine months ended March 31,June 30, 2003 increased 16.6%16.2% to $8,982,000$13,704,000 from $7,705,000$11,789,000 for the sixnine months ended March 31,June 30, 2002. This increase of $1,277,000$1,915,000 was primarily due to increased costs of service revenue related to the additional contract services provided by the bioanalytical services group. Costs of service revenue increased to 76.7% as a percentage73.5% of services revenue for the sixnine months ended March 31,June 30, 2003 from 69.3%71.1% for the sixnine months ended March 31,June 30, 2002, primarily due to increased costs associated with the acquisitionoperation of LC Resources, Inc. and an increase in the costs of bioanalytical services in the United Kingdom. Cost of product revenue increaseddecreased to 41.5% as a percentage40.6% of product revenue for the sixnine months ended March 31,June 30, 2003 from 41.0%41.2% for the sixnine months ended March 31,June 30, 2002, primarily due to a change in product mix.

Selling expenses for the sixnine months ended March 31,June 30, 2003 decreased 0.7%3.3% to $1,642,000$2,199,000 from $1,654,000$2,275,000 for the sixnine months ended March 31,June 30, 2002. Selling expenses decreased $179,000$76,000 due to decreased advertising and travel expense. This was offset by $167,000 for expenses related to the early retirementrelocation of certain personnel.the UK instrument sales office. Research and development expenses, which are net of grant reimbursements, for the sixnine months ended March 31,June 30, 2003 decreased 3.0%9.9% to $691,000$996,000 from $712,000$1,105,000 for the sixnine months ended March 31,June 30, 2002. General and administrative expenses for the sixnine months ended March 31,June 30, 2003 increased 8.6%13.7% to $2,287,000$3,723,000 from $2,105,000$3,275,000 for the sixnine months ended March 31,June 30, 2002, primarily as a result of increases in professional fees and outside services. As a result of the foregoing, total operating expenses increased $149,000,$263,000, or 3.3%4.0%, to $4,620,000$6,918,000 for the sixnine months ended March 31,June 30, 2003 from $4,471,000$6,655,000 for the sixnine months ended March 31,June 30, 2002.

Other expense, net, was $155,000$233,000 in the sixnine months ended March 31,June 30, 2003, as compared to $74,000$123,000 in the sixnine months ended March 31,June 30, 2002, primarily as a result of increased interest expense due to increased debt.

BASi’s effective tax rate for the sixnine months ended March 31,June 30, 2003 was 35.3%51.0% compared to 33.9%26.1% for the sixnine months ended March 31,June 30, 2002. In the third quarter, BASi changed its estimated annual effective tax rate from 35% to 51% due to the impact of nondeductible foreign losses. The effect of this change resulted in an increase in income tax expense of $150,000 ($0.03 per share) for the nine months ended June 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Comparative Cash Flow Analysis

Since its inception, BASi’s principal sources of cash have been cash flow generated from operations and funds received from bank borrowings and other financings. At March 31,June 30, 2003, BASi had cash and cash equivalents of $889,000,$972,000, compared to cash and cash equivalents of $826,000 at September 30, 2002.

BASi’s net cash provided by operating activities was $254,000$2,711,000 for the sixnine months ended March 31,June 30, 2003. Cash provided by operations during the sixnine months ended March 31,June 30, 2003 consisted of net income of $108,000,$462,000, non-cash charges of $999,000$1,944,000 and a net decreaseincrease of $853,000$305,000 in operating assets and liabilities. The most significant item affecting the change in operating assets and liabilities was a decrease in accounts payablereceivable of $592,000.$605,000.

Cash used by investing activities increaseddecreased to $3,244,000$4,033,000 for the sixnine months ended March 31,June 30, 2003 from $1,447,000$3,786,000 for the sixnine months ended March 31,June 30, 2002, primarily due to capital expenditures for construction projects in Evansville and West Lafayette, Indiana, the acquisition of LC Resources, Inc., and loans to PharmaKinetics Laboratories, Inc. Cash provided by financing activities for the sixnine months ended March 31,June 30, 2003 was $3,053,000,$1,474,000, due to additional borrowings on the line of credit, the construction line and increased long-term debt.




–  13  –

Capital Resources

Total expenditures by BASi for property and equipment were $3,217,000$4,077,000 and $1,227,000$3,786,000 for the sixnine months ended March 31,June 30, 2003 and 2002, respectively. Expenditures made in connection with the expansion of BASi’s operating facilities in West Lafayette and Evansville, Indiana and in the United Kingdom and purchases of laboratory equipment account for the largest portions of these expenditures in each period. The capital investments relate to the purchase of additional laboratory equipment corresponding to anticipated increases in research services to be provided by BASi. BASi expects to make other investments to expand its operations through internal growth and strategic acquisitions, alliances and joint ventures.




–  12  –

During 2001, BASi commenced construction to expand its preclinical facilities in Evansville, Indiana. Construction of these preclinical facilities was completed during the quarternine months ended March 31,June 30, 2003. During 2002, BASi began expanding its facilities in West Lafayette, Indiana. Construction on the West Lafayette facilities is expected to have a total cost of $4,000,000. BASi obtained bank financing for each of these construction projects.

On December 13, 2002, BASi acquired LC Resources, Inc. (“LCR”), a privately-held company based in Walnut Creek, California. BASi purchased all of the outstanding shares of LCR for $2,500,000, subject to adjustment for certain changes$2,000,000 in net tangible assets of LCR. Based on BASi's preliminary review of LCR's net tangible assets, the purchase price has been adjusted to approximately $2,000,000.cash and subordinated notes. BASi paid cash of $176,000, including acquisition costs, at closing withand issued subordinated notes in the remainderprincipal amount of $2,250,000. Following an adjustment in the purchase price required by the terms of the acquisition agreement, the principal amount of the notes was adjusted (as of the closing date) to be$1,800,000, and BASi paid through promissorythe sellers an additional $75,000 in cash. The notes bearingbear interest at 10% per annum, and maturingmature on October 1, 2007. The holders of the notes will have the option to require BASi to repay up to 20% of the outstanding principal balance of the notes on each October 1 prior to maturity, commencing October 1, 2003. Holders of $1,258,650 in aggregate principal amount of these notes have notified BASi that they will require payments of 20% of the outstanding principal of their notes plus accrued interest on October 1, 2003. These notes are subordinate to BASi’s bank debt.

On June 20, 2002, BASi and PharmaKineticsMay 26, 2003, Pharmakinetics Laboratories, Inc. (“PKLB”) entered intobecame a merger agreement that will resultmajority owned subsidiary through the conversion of $791,000 in convertible notes receivable to 4,992,300 shares of PKLB becomingcommon stock, representing a wholly-owned subsidiary67% interest. On June 30, 2003, BASi completed its acquisition of BASi. In connection withPKLB through the merger, BASi will issue 6% Subordinated Convertible Notes in an aggregate principal amountexchange of approximately $4,000,000 to228,857 shares of BASi common stock valued at $1,179,000 for all of the holdersoutstanding common stock and Class B preferred stock of PKLB, and the issuance of $4,000,000 of 6% convertible notes payable due 2009 (“6% Notes”) for all of PKLB’s Class A Convertible Preferred shares. No principal payments will be due on these notes until 2008. No interest will be paid on the notes for one year after the date of issuance.redeemable preferred stock. The notes6% Notes are convertible into approximately 249,990 shares of BASi common shares at the option of the holder at any time after the first anniversary of the date of issuance at a price of $16.00 per share.

Betweenstock. BASi paid cash aggregating $1,505,000, representing acquisition costs and cash advances made to PKLB from June 2002 and March, 2003, BASi loaned PKLB a total of $925,000 for working capital purposes. On November 14, 2002, PKLB executed a Secured Convertible Revolving Note in the principal amount of up to $925,000 payable to BASi to replace the existing notes payable to BASi and to allow PKLB to borrow additional amounts to cover short-term operating requirements. The note issued to BASi carries an annual interest rate of 8%, and all principal and accrued interest is due and payable on June 30,through May 2003. The outstanding principal amount of the note to BASi is convertible by BASi at any time into PKLB common stock at a price of $0.1585 per common share, which price represents the average of the closing prices for PKLB’s common shares as reported by NASDAQ for the twenty (20) trading days ended November 8, 2002. BASi intends to convert a portion of the note into PKLB common stock prior to the PKLB shareholders meeting to vote on the proposed merger. All PKLB common shares held by BASi as of the effective time of

Now that the merger will be cancelled. The note to BASi is secured by a security interest in favor of BASi in all of the assets of PKLB pursuant to a Security Agreement between PKLB, as debtor, and BASi, as secured party. PKLB Limited Partnership, a subsidiary of PKLB, guaranteed repayment of the note to BASi, pursuant to the terms of an Unconditional Guaranty dated as of November 14, 2002, and pledged certain real property located in Baltimore, Maryland to BASi as security for its guaranty pursuant to the terms of an Indemnity Deed of Trust dated as of the same date.

One of BASi’s credit agreements (discussed below) limits the amount that can be loaned to PKLB prior to the closing of the merger to the amount of the Secured Convertible Revolving Note. If the merger is consummated,has been completed, BASi expects to expend additional amounts to pay trade payables and other obligations of PKLB and to fund PKLB’s continuing operations. BASi intends to fund these expenses using cash from operations and borrowings under its line of credit. BASi’s credit agreement also requires BASi to sell the Baltimore, Maryland real property within 180 days following its acquisition of PKLB. BASi intends to use the net proceeds from the sale to pay down the line of credit. BASi management believes that the sale of the building will enable it to fund PKLB operations until such time as the cash flow generated from those operations becomes adequate to support the operations.

On October 29, 2002, BASi obtained new credit agreements with two different banks that completely refinanced and replaced all outstanding bank debt arrangements that were in place at September 30, 2002. These new credit agreements provide for a $6,000,000 revolving line of credit with a bank and a mortgage note and two construction term loans payable with another bank aggregating $10,000,000. Borrowings under these new credit agreements are collateralized by substantially all assets related to BASi’s operations, all common stock of BASi’s United States subsidiaries and 65% of the common stock of its non-United States subsidiaries, and the assignment of a life insurance policy on BASi’s Chairman and CEO. Under the terms of these credit agreements, BASi has agreed to restrict advances to foreign subsidiaries, limit additional indebtedness and capital expenditures as well as to comply with certain financial covenants outlined in the borrowing agreements. These financial covenants include: maintenance of a certain ratio of interest bearing indebtedness (not including subordinated debt) to earnings before income taxes, depreciation, amortization, and interest expense (“EBITDA”); maintenance of a certain ratio of total indebtedness to tangible net worth and subordinated debt; maintenance of a certain ratio of EBITDA to certain identified fixed charges; maintenance of a certain ratio of current assets to current liabilities; limits on the amount of capital expenditures that can be made using funds other than long-term indebtedness in a single fiscal year; and maintenance of a certain ratio of net cash flow to debt servicing requirements. These new credit agreements contain cross-default provisions. Details of each debt issue are discussed below.




–  13  –

BASi’s revolving line of credit expires September 30, 2005. The maximum amount available under the terms of the agreement is $6,000,000 with outstanding borrowings limited to the borrowing base as defined in the agreement. Interest accrues monthly on the outstanding balance at the bank’s prime rate to prime rate plus 125 basis points, or at the Eurodollar rate plus 200 to 350 basis points, as elected by BASi, depending upon the ratio of BASi’s interest bearing indebtedness (less subordinated debt) to EBITDA. BASi pays a fee equal to 25 to 50 basis points, depending upon the same financial ratio, on the unused portion of the line of credit.




–  14  –

BASi has a $5,410,000 commercial mortgage with a bank. The mortgage note requires 119 monthly principal payments of $22,542 plus interest, followed by a final payment for the unpaid principal amount of $2,727,502 due November 1, 2012. Interest is charged at the prime rate. BASi has a $2,250,000 construction loan with the same bank, which expires November 1, 2012. The loan requires interest payments only until completion of the project in West Lafayette, Indiana. Interest is charged at the prime rate. BASi also has anotherhad a $2,340,000 construction loan for $2,340,000with a bank. BASi utilized $2,221,000 of the amount available which was converted to a commercial mortgage effective April 1, 2003. Proceeds from this loan were used to fund the expansion of BASi’s facilities in Evansville, Indiana. The loan requires 60 monthly principal and interest payments of $16,712 with the same bank, which expires Maybalance to be paid on April 1, 2008. This loan also requires interest payments only until completion of the project in Evansville, Indiana and interestInterest is also charged at the prime rate.rate (4.00% at June 30, 2003). On November 15, 2002, BASi obtained a $1,500,000 lease line for equipment with a bank. At December 31, 2002,June 30, 2003, $1,090,000 was utilized under the terms of operating leases requiring 60 payments of $17,820.

To obtain the foregoing new credit agreements, BASi entered into an agreement with Periculum Capital Company, LLC (“Periculum”). Under the terms of the agreement, BASi paid $300,000 in fees to Periculum upon closing of the refinancing.

Liquidity

BASi is required to make cash payments in the future on debt and lease obligations. The following table summarizes BASi’s contractual term debt and lease obligations at March 31,June 30, 2003 and the effect such obligations are expected to have on its liquidity and cash flows in future periods (amounts in thousands).

Payments due for fiscal years ending September 30:Payments due for fiscal years ending September 30:
 2003 2004-2005 2006-2007 After 2007 Total2003
2004-2005
2006-2007
After 2007
Total
Mortgage note payable  $271 $552 $552 $3,991 $5,366 
Mortgage notes payable  $316 $943 $943 $5,385 $7,587 
Subordinated debt  75  ---  ---  1,804  1,879   75  252  ---  5,552  5,879 
Capital lease obligations  265  69  ---  ---  334   265  69  ---  ---  334 
Operating leases  474  617  432  36  1,559   474  617  432  36  1,559 
 $1,130 $1,881 $1,375 $10,973 $15,359 
 $1,085 $1,238 $984 $5,831 $9,138 

BASi’s borrowings under its revolving line of credit for working capital needs and borrowings to fund capital expenditures using construction loans and the 6% subordinated notes payable that may be issued in connection with the merger with PKLB will each affect BASi’s liquidity and cash flows in future periods. These obligations are not reflected in the above schedule. The covenants in BASi’s credit agreement requiring the maintenance of certain ratios of interest bearing indebtedness (not including subordinated debt) to EBITDA and net cash flow to debt servicing requirements may restrict the amount BASi can borrow to fund future operations, acquisitions and capital expenditures.

During the first quarter of fiscal 2003, BASi borrowed additional funds to continue construction on its West Lafayette expansion project. In order to better assure compliance with the covenants in the credit agreement, construction on this project was delayed until May of 2003. The commencement of construction will requirehas required BASi to incur additional indebtedness. BASi has formulated and begun to implement a plan to reduce debt and improve its cash flow to better enable it to satisfy the credit agreement covenants in the future. The plan includes, but is not limited to, the sale of real estate assets in West Lafayette. BASi believes that delaying construction of the West Lafayette project reduced pressure on cash flow. By temporarily halting construction, until recently, BASi has been able to maintain leverage at current, acceptable levels, although delaying the construction project also resulted in a delay in the income expected from the facility. Furthermore, delaying construction also allowed BASi to defer hiring the additional employees necessary to staff the new facility. BASi has also begun to implement headcount reductions and other cost saving measures at its West Lafayette facility. BASi has reduced headcount by electing not to replace certain terminated employees and by reducing the hours of several formerly full-time employees. As an additional cost saving measure, all salaries have been frozen indefinitely and certain employees have elected to take temporary pay cuts. BASi has also implemented capital expenditure reductions and has limited the amount of business travel made by employees. BASi believes continued compliance with loan covenants will be achieved.




–  15  –

BASi intends to issueissued additional subordinated debt of approximately $4,000,000 in connection with the contemplated acquisition of PKLB. Interest does not begin to accrue on the indebtedness until June 30, 2004 and the first interest payment is due on July 15, 2004. This indebtedness will not require any payments of principal or interest by BASi during the first year after it is issued, and willdoes not affect BASi’s compliance with the leverage covenant in its credit agreement. However, as discussed above, BASi will usehas used cash from operations and amounts available under its credit agreement to pay trade payables and other obligations of PKLB and to fund PKLB’s future operations. To offset these requirements, BASi intendsBASi's credit agreement requires it to sell a building owned by PKLB, located in Baltimore, Maryland and to apply the net proceeds from the sale to reduce amounts outstanding under the credit agreement.Maryland.




–  14  –

Based on its current business activities, BASi believes cash generated from its operations, amounts available under its existing bank line of credit and credit facility, and the proposed action plan will be sufficient to fund BASi’s short and long-term working capital and capital expenditure requirements for the foreseeable future and through September 30, 2003.2004.

Inflation

BASi believes that inflation has not had a material adverse effect on its business, operations or financial condition.

New Accounting Pronoucements

Please refer to the Notes ofto Consolidated Financial Statements for a discussion of recently issued accounting standards.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BASi’s primary market risk exposure with regard to financial instruments is changes in interest rates. The credit agreement between BASi and The Provident Bank dated October 29, 2002 bears interest at a rate of either the bank’s prime rate plus 0 to 125 basis points, or at Eurodollar rate plus 200 to 350 basis points, depending in each case upon the ratio of BASi’s interest-bearing indebtedness (less subordinated debt) to EBITDA, at BASI’s option. BASi also has construction loans and a commercial mortgage which bear interest at the prime rate. Historically, BASi has not used derivative financial instruments to manage exposure to interest rate changes. BASi estimates that a hypothetical 10% adverse change in interest rates would not affect the consolidated operating results of BASi by a material amount.

BASi operates internationally and is, therefore, subject to potentially adverse movements in foreign currency rates change. The effect of movements in the exchange rates was not material to the consolidated operating results of BASi in fiscal years 2002 and 2001. BASi estimates that a hypothetical 10% adverse change in foreign currency exchange rates would not affect the consolidated operating results of BASi by a material amount.

ITEM 4.    CONTROLS AND PROCEDURES

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, BASi’s Chief Executive Officer and Chief Financial Officer believe BASi’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-1413a-15(e) and 15d-14) are15d-15(e)) were effective as of June 30, 2003. Except as disclosed in timely alerting BASi’s management to material information required to be included in this Form 10-Q and other Exchange Act filings. Therethe following sentences, there were no significant changes in BASi’s internal controls over financial reporting that have materially affected, or other factors that could significantlyare reasonable likely to materially affect these controlsthe company’s internal control over financial reporting subsequent to the date of their evaluation, and there were no significant deficiencies or material weaknesses which required corrective actions. On July 21, 2003, the controller of BASi gave notice that she intended to resign. Subsequently, the controller has worked on a part-time basis to assist in the preparation of this Form 10-Q. BASi is currently searching for a new controller.




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PART II — OTHER INFORMATION

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 20, 2003, the Annual Meeting of Shareholders of BASi was held at the principal executive offices of BASi. The following matters were voted on at the meeting:

MATTER:VOTES CAST FOR:VOTES CAST AGAINST OR WITHHELD:(1)
 
Election of the directors of BASi:
        Peter T. Kissinger, Ph.D.		4,051,517193,346
        Ronald E. Shoup, Ph.D.4,075,800169,063
        Candice B. Kissinger4,093,300151,563
        William E. Baitinger4,222,500  22,363
        John A. Kraeutler4,052,588192,275
        W. Leigh Thompson, Ph.D.4,094,505150,358
 
Amendment of the BASi 1997 Employee
Incentive Stock Option Plan to
increase the number of shares
available for the grant of options		2,714,038539,394
 
Approval of the BASi 1997 Outside
Director Stock Option Plan, as
recently amended		2,665,830539,758
 
Ratification of the selection by the
Board of Directors of Ernst & Young
LLP as independent auditors for BASi
for the fiscal year ending September
30, 2003		4,231,454  13,409

(1)    Includes abstentions and broker non-votes.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits




–  16  –

Number assigned
in
Regulation S-K
Item 601
 
Description of Exhibits

(2)2.1Agreement and Plan of Merger, dated June 20, 2002, among Bioanalytical Systems, Inc., PI Acquisition Corp. and PharmaKinetics Laboratories Inc., amended and restated to give effect to Amendment No. 1 to Agreement and Plan of Merger, dated July 24, 2002 (incorporated by reference to Exhibit 2.1 to Registration Statement on Form S-4, Registration No. 333-99593).

 2.2Second Amendment, dated November 21, 2002, to the Agreement and Plan of Merger by and among PharmaKinetics Laboratories, Inc., Bioanalytical Systems, Inc. and PI Acquisition Corp., dated as of June 20, 2002, as amended by a First Amendment, dated as of July 24, 2002 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 21, 2002).

 2.3Amendment No. 3 to the Agreement and Plan of Merger dated as of November 21, 2002, by and among PharmaKinetics Laboratories, Inc., Bioanalytical Systems, Inc. and PI Acquisition Corp., dated as of April 15, 2003 (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 16, 2003).

(3)3.1Second 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).

3.2Second Restated Bylaws of Bioanalytical Systems, Inc. (incorporated by reference to Exhibit 3.2 Form 10-Q for the quarter ended December 31, 1997).

(4)4.1Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429).

(10)10.14.2Bioanalytical 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).of 10% Subordinated Note due 2007.

 10.24.3Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement6% Subordinated Convertible Note due 2008 (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429).

10.3Bioanalytical 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).

10.4Form 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).

10.51997 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).

10.6Form 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).

10.7Master Equipment Lease Agreement by and between Bioanalytical Systems, Inc. and Keycorp Leasing, dated December 5, 1997 (incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended September 30, 2002).




–  17  –

10.8Credit Agreement by and between Bioanalytical Systems, Inc., and the Provident Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended September 30,8K filed November 21, 2002).

(10)10.910.1General SecurityFirst Amendment to Credit Agreement by and between Bioanalytical Systems, Inc. and The Provident Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended September 30, 2002).

10.10Trademark Security Agreement by and between Bioanalytical Systems, Inc. and The Provident Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended September 30, 2002).

10.11Patent Security Agreement by and between Bioanalytical Systems, Inc. and The Provident Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended September 30, 2002).

10.12Promissory Note by and between Bioanalytical Systems, Inc. and The Provident Bank, dated October 29, 2002 related to loan in the amount of $6,000,000 (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended September 30, 2002).

10.13Loan Agreement between Bioanalytical Systems, Inc. and Union Planters Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended September 30, 2002).

10.14Real Estate Mortgage and Security Agreement between Bioanalytical Systems, Inc. and Union Planters Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended September 30, 2002).

10.15Real Estate Mortgage and Security Agreement between Bioanalytical Systems, Inc. and Union Planters Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended September 30, 2002).

10.16Term Loan Promissory Note made by Bioanalytical Systems, Inc. in favor of Union Planters Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended September 30, 2002).

10.17Promissory Note made by Bioanalytical Systems, Inc. in favor of Union Planters Bank, dated October 29, 2002 (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended September 30, 2002).

10.18Amended and Restated Secured Convertible Revolving Note, dated April 30, 2003, payable by PharmaKinetics Laboratories, Inc. to Bioanalytical Systems, Inc. in the original principal amount of up to $925,000 (incorporated by reference to Exhibit 10.3 to Form 8-K filed May 1, 2003).

10.19Master Equipment Lease by and between Fifth Third Bank, Indiana (Central) and Bioanalytical Systems, Inc. dated November 15, 2002 (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended September 30, 2002).

(11)11.1+11.1Statement Regarding Computation of Per Share Earnings.




–  1817  –

(31)31.1Amended Certification of Chief Executive Officer dated August 19, 2003.

31.2Amended Certification of Chief Financial Officer dated August 19, 2003.

31.3Certification of Chief Executive Officer dated August 20, 2003.

31.4Certification of Chief Financial Officer dated August 20, 2003.

(32)32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99)99.1Risk factors (incorporated by reference to Exhibit 99.1 to Form 10-K for the year ended September 30, 2002).

99.2+Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

99.3+Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

+ Filed with this Quarterly Report on Form 10-Q.

(b)         Reports on Form 8-K

         No reports on Form 8-K were filed during the quarterly period ending March 31, 2003.April 16, 2003 reporting under itmes 5 and 7.
Form 8-K filed May 9, 2003 reporting under itmes 5.
Form 8-K filed May 15, 2003 reporting under itmes 5 and 7.
Form 8-K filed May 22, 2003 reporting under itmes 7 and 9.
Form 8-K filed May 29, 2003 reporting under itmes 5 and 7.




–  1918  –

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:  MayAugust 20, 2003



By:  /s/  Douglas P. Wieten
Douglas P. Wieten
Vice President-Finance, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)

Date:  MayAugust 20, 2003

CERTIFICATIONS

I, Peter T. Kissinger, President and Chief Executive Officer, certify that:

 1.I have reviewed this quarterly report on Form 10-Q of Bioanalytical Systems, Inc;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;




–  20  –

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  May 20, 2003

/s/ Peter T. Kissinger
Peter T. Kissinger
President and Chief Executive Officer


I, Douglas P. Wieten, Vice President, Chief Financial Officer and Treasurer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Bioanalytical Systems, Inc;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statement, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;




–  21  –

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  May 20, 2003

/s/ Douglas P. Wieten
Douglas P. Wieten
Vice President, Chief Financial Officer and Treasurer




–  2219  –