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

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2007
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________.

Commission File Number 0-23357000-23357

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

(Exact name of the registrant as specified in its charter)

INDIANA
35-1345024
(State or other jurisdiction of incorporation or
organization)
35-1345024
(I.R.S. Employer Identification No.)
  
2701 KENT AVENUE 
2701 KENT AVENUE
WEST LAFAYETTE, ININDIANA
47906
(Address of principal executive offices)
47906
(Zip code)
(765) 463-4527
(Registrant’sRegistrant'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)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 xNO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

(Check one):
Large accelerated filer o Accelerated Filer filer o Accelerated Filer oNon-accelerated Filer filer x

Indicate by check mark whether the registrant is a shell company (as defined byin Rule 12b-2 of the Exchange Act).

Yes YES oNO x

As of April 30, 2007, 4,909,127January 31, 2008, 4,914,259 of the registrant's common shares of the registrant were outstanding.



TABLE OF CONTENTS
  PAGE NUMBER
Page
PART I
FINANCIAL INFORMATION
 
 
Item 1Condensed Consolidated Financial Statements (Unaudited): 
 Condensed Consolidated Balance Sheets as of MarchDecember 31, 2007 and September 30, 200620073
 Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended MarchDecember 31, 2007 and 20064
 Condensed Consolidated Statements of Cash Flows for the SixThree Months Ended MarchDecember 31, 2007 and 20065
 Notes to Condensed Consolidated Financial Statements6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations10
Item 3Quantitative and Qualitative Disclosures About Market Risk14
16
Item 4Controls and Procedures1416
   
PART II
OTHER INFORMATION
 
   
Item 1ARisk Factors16
Item 46Exhibits17
 Submission of Matters to a Vote of Security HoldersSignatures 15
   
Certification of Principal Executive Officer 
Item 6Exhibits15
Certification of Principal Financial Officer 
SIGNATURESSection 906 Written Statement of CEO and CFO 16
 
2


Part I. Financial StatementsBIOANALYTICAL SYSTEMS, INC.
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 
December 31,
2007
 
September 30,
2007
 
 (Unaudited) March 31, 2007 (Audited) September 30, 2006  (Unaudited)   
Assets
           
Current assets:           
Cash and cash equivalents
 $1,415 $1,647  $641 $2,837 
Accounts receivable
              
Trade
  5,767  6,492   5,503  6,674 
Unbilled revenues and other
  2,703  1,545   3,265  2,565 
Inventories
  1,973  1,887   2,005  1,977 
Deferred income taxes
  724  604   897  897 
Refundable income taxes
  940  888   144  774 
Prepaid expenses
  717  599   818  776 
Asset held for resale
  653   
Total current assets  14,892  13,662   13,273  16,500 
              
Property and equipment, net  23,925  25,766   23,453  22,927 
Goodwill  1,855  1,855   1,855  1,855 
Intangible assets, net  411  517   251  304 
Debt issue costs  250  246   201  211 
Other assets  246  268   246  240 
Total assets $39,279 $42,037 
              
Total assets $41,579 $42,314 
Liabilities and shareholders’ equity
              
Current liabilities:              
Accounts payable
 $1,537 $1,610  $2,386 $1,589 
Accrued expenses
  2,602  3,081   2,298  3,056 
Customer advances
  3,916  4,226   4,164  4,115 
Income tax accruals  240  56 
Current portion of capital lease obligation
  490  472   582  510 
Current portion of long-term debt
  4,849  721   455  4,821 
Total current liabilities  13,394  10,110   10,125  14,147 
              
Capital lease obligation, less current portion  1,399  1,648   1,326  1,138 
Long-term debt, less current portion  7,996  8,186   9,068  7,861 
Subordinated debt, long-term    4,477 
Deferred income taxes  539  539   337  337 
              
Shareholders equity:       
Shareholders’ equity:       
Preferred Shares:
              
Authorized shares - 1,000
       
Issued and outstanding shares - none
     
Common Shares:
       
Authorized shares - 19,000
       
Issued and outstanding shares - 4,909 at March 31, 2007
       
and 4,892 at September 30, 2006
  1,189  1,182 
Authorized 1,000 shares; none issued and outstanding     
Common shares, no par value:       
Authorized 19,000 shares; issued and outstanding 4,913 at
December 31, 2007 and 4,909 at September 30, 2007
   1,191  1,189 
Additional paid-in capital  11,842  11,677   12,078  11,957 
Retained earnings  5,264  4,584   5,361  5,560 
Accumulated other comprehensive loss  (44) (89)  (207) (152)
       
Total shareholders’ equity  18,251  17,354   18,423  18,554 
       
Total liabilities and shareholders’ equity $41,579 $42,314  $39,279 $42,037 
 
SeeThe accompanying notes to condensedare an integral part of the consolidated financial statements.
 
3


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

 
Three Months Ended
December 31,
 
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
  2007 2006 
 2007 2006 2007 2006      
Service revenue $8,726 $10,053 $17,334 $17,592  $8,922 $8,608 
Product revenue  2,585  2,364  4,861  4,669   2,530  2,276 
Total revenue  11,311  12,417  22,195  22,261   11,452  10,884 
                    
Cost of service revenue  6,968  6,760  13,585  12,624   6,913  6,622 
Cost of product revenue  1,163  725  2,040  1,560   1,034  877 
Total cost of revenue  8,131  7,485  15,625  14,184   7,947  7,499 
                    
Gross profit  3,180  4,932  6,570  8,077   3,505  3,385 
                    
Operating expenses:                    
Selling  673  680  1,352  1,413   792  679 
Research and development  101  201  456  639   188  355 
General and administrative  1,858  2,873  3,497  5,774   2,252  1,622 
(Gain) loss on sale of property and equipment  95  11  83  (5)  (13)  
Total operating expenses  2,727  3,765  5,388  7,821   3,219  2,656 
                    
Operating income  453  1,167  1,182  256   286  729 
                    
Interest income  12  2  24  4   27  12 
Interest expense  (230) (248) (471) (508)  (248) (241)
Other income    
  3  
   3  3 
                    
Income (loss) before income taxes  235  921  738  (248)
Income before income taxes  68  503 
                    
Income taxes (benefit)  111  383  58  (70)  84  (53)
Net income (loss) $124 $538 $680 $(178) $(16)$556 
                    
Net income (loss) per share:                    
Basic $0.03 $0.11 $0.14 $(0.04) $(0.00)$0.11 
Diluted $0.03 $0.11 $0.14 $(0.04) $(0.00)$0.11 
                    
Weighted common and common equivalent             
shares outstanding:             
Weighted common and common equivalent shares outstanding:
       
Basic  4,909  4,875  4,907  4,873   4,910  4,907 
Diluted  4,940  4,971  4,924  4,873   4,910  4,942 
 
SeeThe accompanying notes to condensedare an integral part of the consolidated financial statements.
 
4


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

  Six Months Ended March 31, 
  2007 2006 
Operating activities
     
Net income (loss) $680 $(178)
Adjustments to reconcile net income (loss) to net       
cash provided by operating activities:       
Depreciation and amortization
  1,767  1,702 
(Gain) Loss on sale of property and equipment
  83  (5)
Deferred income taxes
  (120) (100)
Employee stock option expense  93  139 
Changes in operating assets and liabilities:
       
Accounts receivable
  (433) 2,619 
Inventories
  (86) (166)
Prepaid expenses
  (98) (175)
Asset held for resale
  (653)  
Accounts payable
  (73) (442)
Refundable income taxes
  (51) (307)
Accrued expenses
  (442) (514)
Customer advances
  (310) (1,496)
Net cash provided by operating activities  357  1,077 
        
Investing activities
       
Capital expenditures - Net of disposals  290  (1,332)
Proceeds from sale of property and equipment  
  50 
Net cash provided (used) by investing activities  290  (1,282)
        
Financing activities
       
Borrowings on line of credit  0  8,805 
Payments on line of credit  0  (8,156)
Payments on capital lease obligations  (231) (168)
Proceeds from exercise of stock options  79  94 
Payments of long-term debt  (539) (551)
Net cash provided (used) by financing activities  (691) 24 
        
Effects of exchange rate changes  (188) (35)
        
Net increase (decrease) in cash and cash equivalents  (232) (216)
Cash and cash equivalents at beginning of period  1,647  1,254 
Cash and cash equivalents at end of period $1,415 $1,038 
  
Three Months Ended December 31,
 
  
2007
 
2006
 
      
Operating activities:     
Net income (loss) $(16)$556 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation and amortization  751  997 
Employee stock compensation expense  110  43 
(Gain) loss on sale of property and equipment  (13)  
Deferred income taxes    (173)
Changes in operating assets and liabilities:       
Accounts receivable  470  585 
Inventories  (28) (324)
Refundable income taxes  630  126 
Prepaid expenses and other assets  (13) 104 
Accounts payable  797  (159)
Accrued expenses  (758) (397)
Customer advances  49  (201)
        
Net cash provided by operating activities  1,979  1,157 
Investing activities:       
Capital expenditures  (849) (268)
Proceeds from sale of property and equipment  1   
        
Net cash used by investing activities  (848) (268)
        
Financing activities:       
Payments of long-term debt  (4,560) (448)
Borrowings on long-term debt  1,400   
Payments on capital lease obligations  (139) (115)
Net proceeds from the exercise of stock options  13  76 
        
Net cash used by financing activities  (3,286) (487)
        
Effect of exchange rate changes  (41) (186)
        
Net (decrease) increase in cash and cash equivalents  (2,196) 216 
        
Cash and cash equivalents at beginning of quarter  2,837  1,647 
        
Cash and cash equivalents at end of quarter $641 $1,863 
 
SeeThe accompanying notes to condensedare an integral part of the consolidated financial statements.

5


BIOANALYTICAL SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands unless otherwise listed)
(Unaudited)

1. Description of the Business and Basis of PresentationDESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Bioanalytical Systems, Inc. and its subsidiaries (“We,” the "Company"“Company” or “BASi”) engage in laboratory services and other services related to pharmaceutical development. We also manufacture scientific instruments for medical research, which we sell with related software for use in industrial, governmental and academic laboratories. Our customers are located throughout the world.

We have prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"(“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with our audited consolidated financial statements, and the notes thereto, for the year ended September 30, 2006.2007. In the opinion of management, the condensed consolidated financial statements for the three and six months ended MarchDecember 31, 2007 and 2006 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of our financial position at MarchDecember 31, 2007. Certain items previously reported in specific condensed consolidated financial statement captions have been reclassified to conform to the 2008 presentation. These reclassifications had no impact on net income for the period previously reported. The results of operations for the three and six months ended MarchDecember 31, 2007 are not necessarily indicative of the results for the year ending September 30, 2007.2008.

All amounts in the condensed consolidated financial statements and the notes thereto are presented in thousands, except for per share data or where otherwise noted.

2. Stock Based CompensationSTOCK-BASED COMPENSATION

At MarchDecember 31, 2007, we had stock-based employee and outside director compensation plans, which are described more fully in Note 89 in the Notes to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2006.2007. All options granted under these plans had an exercise price equal to or greater than the market value of the underlying common stockshares on the date of grant. Effective October 1, 2005, we began expensing the estimated fair value of stock options over the vesting periods of the grants, in accordance with Financial Accounting Standard 123 (Revised). Utilizing Modified Prospective Application, we expensed that portion of the estimated fair value of awards at grant date related to the outstanding options that vested during the period. Our policy is to recognize expense for awards subject to graded vesting using the straight-line attribution method. The assumptions used are detailed in Note 1(f)2(j) to our financial statements in our Annual Report on Form 10-K for the year ended September 30, 2006.2007. Stock based compensation expense for the three months and six months ended MarchDecember 31, 2007 was $50 and $93, respectively, and compensation expense for the three months and six months ended March 31, 2006 was $71$148 and $139,$43 with tax benefits of $38 and $0, respectively. We did not record any tax benefit related to these options.

There were no options granted in the fiscal year ended September 30, 2006. The assumptions used in computing our stock based compensation expense for options granted in the six months ended March 31, 2007 were as follows:

Risk-free interest rate4.65%
Dividend yield0.00%
Volatility factor of the expected market price of the Company’s common stock0.623
Expected life of the options (years)
6.9 7.7
3. Income (Loss) per ShareINCOME (LOSS) PER SHARE
 
We compute basic income/(loss) per share using the weighted average number of common shares outstanding. We compute diluted income/(loss) per share using the weighted average number of common and potential common shares outstanding. Potential common shares include the dilutive effect of shares issuable upon exercise of options to purchase common shares. Shares issuable upon conversion of convertible subordinated debt have not been included as they were not dilutive. NoAt December 31, 2006, we had 404 shares issuable upon exercise of stock options or conversionthat are excluded from our outstanding share calculation as they are anti-dilutive. Shares issuable upon exercise of debt are included inoptions were excluded from the computation of loss per share for the six monthscurrent quarter ended MarchDecember 31, 20062007 as they are anti-dilutive.

6


The following table reconciles our computation of basic income/(loss) per share to diluted income/(loss) per share:

  
Three Months Ended March 31,
 
Six Months Ended March 31,
 
  
2007
 
2006
 
2007
 
2006
 
Shares:             
Basic shares  4,909  4,875  4,907  4,873 
Effect of dilutive securities             
Options  31  96  17  
 
Convertible Subordinated debt  
  
  
  
 
Diluted shares  4,940  4,971  4,924  4,873 
Basic and diluted net income (loss) $124 $538 $680 $(178)
Basic earnings (loss) per share $0.03 $0.11 $0.14 $(0.04)
Diluted earnings (loss) per share $0.03 $0.11 $0.14 $(0.04)
  Three Months Ended December 31, 
  2007 2006 
Basic net income/(loss) per share:     
Net income/(loss) applicable to common shareholders $(16)$556 
Weighted average common shares outstanding  4,910  4,907 
Basic net income/(loss) per share $(0.00)$0.11 
        
Diluted net income/(loss) per share:       
Diluted net income/(loss) applicable to common shareholders $(16)$556 
        
Weighted average common shares outstanding  4,910  4,907 
Dilutive stock options/shares    35 
Dilutive weighted average common shares outstanding  4,910  4,942 
        
Diluted net income/(loss) per share $(0.00)$0.11 
 
4. InventoriesINVENTORIES

Inventories consisted of the following:

 
December 31,
2007
 
September 30,
2007
 
 
March 31,
2007
 September 30, 2006      
Raw materials $1,381 $1,335  $1,531 $1,480 
Work in progress  212  278   202  273 
Finished goods  463  357   272  224 
  2,056  1,970  $2,005 $1,977 
Less LIFO reserve  (83) (83)
 $1,973 $1,887 

5. Segment InformationSEGMENT INFORMATION
 
We operate in two principal segments - research Servicesservices and research Products.products. Our Servicesservices segment provides research and development support on a contract basis directly to pharmaceutical companies. Our Productsproducts segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. Our accounting policies in these segments are the same as those described in the summary of significant accounting policies found in Note 12 to Consolidated Financial Statements in our annual report on Form 10-K for the year ended September 30, 2006.2007.

7


The following table presents operating results by segment:
  Three Months Ended December 31, 
  2007 2006 
Revenue:     
Service $8,922 $8,608 
Product  2,530  2,276 
  $11,452 $10,884 
        
Operating Income (Loss):       
Service $(55)$458 
Product  341  271 
  $286 $729 
        
Total Assets:       
Service $24,321 $23,811 
Product  8,953  9,886 
Corporate  6,005  7,934 
  $39,279 $41,631 

  
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
  2007 2006 2007 2006 
Operating income (loss):
             
Services $278 $393 $736 $(459)
Products  175  774  446  715 
Total operating income  453  1,167  1,182  256 
Corporate expenses  (218) (246) (444) (504)
Income (loss) before income taxes $235 $921 $738 $(248)
6.INCOME TAXES
 
6. Asset HeldWe use the asset and liability method of accounting for Resaleincome taxes.  Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.  The effect on deferred taxes of a change in enacted tax rates is recognized in income in the period when the change is effective.
When warranted, we maintain a reserve for uncertain tax positions. Effective October 1, 2007, we adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (“FIN 48”).  This authoritative interpretation clarified and standardized the manner by which companies are required to account for uncertain income tax positions. Under the guidance of FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon regulatory examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position.
 
On April 9,October 1, 2007, we soldrecognized a building and lot adjacent to our facility in West Lafayette, IN that was not being utilized$183 increase in our operations, recognizingliability for uncertain income tax positions, which was accounted for as a loss on the sale of $98. The loss was recorded in our resultsreduction to retained earnings, for the three and six monthscumulative effect change of adopting FIN 48, which was the total reserve at that date. During the quarter ended March 31, 2007. The net realizable value of the asset is shown as Asset Held for Resale in our balance sheet at March 31, 2007.
7. Income Taxes
We computed income taxes using an overall effective tax rate of 41.5% on our consolidated domestic income, which is our estimate of our combined federal and local tax rates for the current fiscal year. In the six months ended MarchDecember 31, 2007, we did not providerecorded additional tax expense of $38 in our income taxestax provision for additional exposure on foreign earnings due to the availability of net operating loss carryforwards to offset our taxableuncertain tax positions. The reserve for uncertain income which have not previously been recognized for financial statement purposes.

8. Stock Option Plans
The Company established an Employee Stock Option Plan whereby options to purchase the Company’s common sharestax positions at fair market value at date of grant can be granted to our employees. Options granted become exercisable in four equal annual installments beginning two years after the date of grant. This plan terminates in fiscal 2008.

The Company also established an Outside Director Stock Option Plan whereby options to purchase the Company’s common shares at fair market value at date of grant can be granted to outside directors. Options granted become exercisable in four equal annual installments beginning two years after the date of grant. This plan terminates in fiscal 2008.

Options in both plans expire the earlier of ten years from grant date or termination of employment.

A summary of our stock option activity and related information for the six months ended MarchDecember 31, 2007 was $221. This reserve is classified as follows:a current liability in the consolidated balance sheet based on when we expect each of the items to be settled. We record interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense.

  
Six Months Ended March 31, 2007
 
  
   Options
 
Weighted
average exercise
price
 
Outstanding - beginning of period  404  
$
4.98
 
Exercised  (17)  4.48 
Granted  20   5.19 
Terminated  (40)  
4.89
 
         
Outstanding - end of period  367  
$
5.03
 
         
Weighted grant date fair values     
$
3.37
 

8



The intrinsic values of options exercisedAny changes in the sixliability for uncertain tax positions would impact our effective tax rate. Over the next twelve months, ended Marchit is reasonably possible that the uncertainty surrounding our reserve for uncertain income tax positions, related to certain state income tax issues, will be resolved as a result of the conclusion of state tax audits. If such resolutions are favorable, we would reduce the carrying value of our reserve.  The following tax years remain open to regulatory examination as of December 31, 2007 were $10. We received $76 from their exercise, for which noour major tax benefit was recognized. The options on the 367 shares outstanding at March 31, 2007 had an aggregate intrinsic value of $636 and a weighted average contract term of 6.3 years.

A summary of non-vested options for the six months ended March 31, 2007 is as follows:
  
 
 
 
Number
 
Weighted
Average
Grant Date
Fair Value
 
Non-vested options, beginning of period  278  $3.43 
Granted  20   3.49 
Vested  (49  3.42 
Forfeited  (73  3.51 
Non-vested options, end of period  176  $3.49 
jurisdictions:
 
At March 31, 2007, there were 191 shares vested, all of which were exercisable. The weighted average exercise price for these shares was $5.03 per share; the aggregate intrinsic value of these shares was $341
Tax Jurisdiction
Years
US Federal and the weighted average remaining term was 6.0 years.State2003-2006
United Kingdom2001-2006

At March7.DEBT
On December 18, 2007, we entered into a loan agreement with Regions Bank (“Regions”) under which Regions loaned us $1,400 under a term loan maturing December 18, 2010. Interest on the loan is equal to LIBOR plus 215 basis points and required monthly payments are approximately $12 plus interest. The loan is secured by real estate at the Company’s West Lafayette and Evansville, Indiana locations. Regions holds an additional $8,000 of our mortgage debt on these facilities. We used a portion of the proceeds of the loan and existing cash on hand to repay our subordinated debt of approximately $4,500 during the first quarter.
Revolving Line of Credit
Effective October 24, 2007, we have a revolving line of credit (“Agreement”), which we use for working capital and other purposes, through December 31, 2009 with our commercial bank. Borrowings under the Agreement are collateralized by substantially all assets related to our operations and all common stock of our United States subsidiaries and 65% of the common stock of our non-United States subsidiaries. Under the Agreement, the Company has agreed to restrict advances to subsidiaries, limit additional indebtedness and capital expenditures as well as to comply with certain financial covenants outlined in the borrowing agreement. The Agreement contains cross-default provisions with our mortgages or other borrowings.
Our Agreement limits outstanding borrowings to the borrowing base as defined in the agreement, to a maximum available amount of $5,000. As of December 31, 2007, there were 320 shares availableno borrowings on this line. We also had an outstanding letter of credit to collateralize our lease in Baltimore, Maryland for grants$1,000, which was counted against our allowable borrowings. Borrowings under the two plans.line of credit bear interest at a variable rate based on the London Interbank Offer Rate (LIBOR) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. The applicable margin for borrowings under the line of credit ranges from 0.00% to 0.50% for base rate borrowings and 1.50% to 3.00% for LIBOR borrowings, subject to adjustment based on the average availability under the line of credit. We also pay a commitment fee on the unused portion of the line of credit ranging from 0.20% - 0.30%. All interest and fees are paid monthly. Under the computation of the borrowing base, we had $3,419 of available additional borrowing capacity at December 31, 2007.
 
The following applies to options outstanding at March 31, 2007:
Range of exercise prices
 
Number outstanding
at March 31,
2007
 
Weighted
average
remaining
contractual
life (years)
 
Weighted
average
exercise
price
 
Number exercisable
at March 31, 2007
 
Weighted
average
exercise
price
 
$2.80 - 4.58    160  5.56  4.35  106  4.33 
 $4.96 - 5.74    190  7.54  5.34  68  5.37 
  $7.18 - 8.00    17  0.15  8.00  17  8.00 
At March 31, 2007, we had $150 of compensation expense to be recognized for non-vested options with a weighted average vesting period of 1.55 years.
9.Recently Issued Accounting Standards
In February, 2007 the Financial Accounting Standards Board (“FASB’) issued FASB Statement Number 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” This statement allows the use of fair values for certain financial instruments in financial statements for years beginning after November 15, 2007. While we have not completed an evaluation of the impact of electing to use fair values for valuing these itemscovenants in our financial statements, it does not appear likely thatrevolving credit facility require the maintenance of certain ratios of interest-bearing indebtedness to EBITDA and net cash flow to debt servicing requirements, which may restrict the amount we will electcan borrow to use the fair values allowedfund future operations, acquisitions and capital expenditures.  The covenants in this statement.our loan agreements with Regions require us to maintain certain ratios including a fixed charge coverage ratio and total liabilities to tangible net worth ratio.  Both contain cross-default provisions.  We were in compliance with our loan covenants at December 31, 2007.

9

 

ITEM 2.2 - 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 and Exchange Act of 1934, as amended. Those statements may include, but are not limited to, discussions regarding BASi'sour intent, belief or current expectations with respect to (i) BASi'sour strategic plans; (ii) BASi'sour future profitability; (iii) BASi'sour capital requirements; (iv) industry trends affecting the Company'sour financial condition or results of operations; (v) the Company'sour sales or marketing plans; or (vi) BASi'sour growth strategy. Investors in BASi's Common Sharesour common shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in BASi’sour annual report on Form 10-K for the year ended September 30, 2006.2007. Although the Company believeswe believe 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 Companyus that BASi'sour plans and objectives will be achieved. (Amounts in thousands unless otherwise indicated.)
 
GENERALGeneral
 
The businessCompany, a corporation organized in Indiana, provides contract development services and research equipment to many leading global pharmaceutical, medical research and biotechnology companies and institutions. We offer an efficient, variable cost alternative to our clients' internal product development programs. Outsourcing development work to reduce overhead and speed drug approvals through the Food and Drug Administration ("FDA") is an established alternative to in-house development among pharmaceutical companies. We derive our revenues from sales of Bioanalytical Systems, Inc. is very much dependentour research services and drug development tools, both of which are focused on determining drug safety and efficacy. We have been involved in research to understand the levelunderlying causes of central nervous system disorders, diabetes, osteoporosis and other diseases since our formation in 1974.
We support preclinical and clinical development needs of researchers and clinicians for small molecule through large biomolecule drug candidates. We believe our scientists have the skills in analytical instrumentation development, chemistry, computer software development, physiology, medicine, and toxicology to make the services and products we provide increasingly valuable to our current and potential clients. Scientists engaged in analytical chemistry, clinical trials, drug metabolism studies, pharmacokinetics and basic neuroscience research at many of the largest global pharmaceutical companies are our principal clients.
Critical Accounting Policies
"Management's Discussion and biotech companies’ effortsAnalysis of Financial Condition and Results of Operations" and "Liquidity and Capital Resources" discusses the consolidated financial statements of the Company, which have been prepared in new drug discovery and approval. Our Services segment isaccordance with accounting principles generally accepted in the direct beneficiaryUnited States. Preparation of these efforts, through outsourcingfinancial statements requires management to make judgments and estimates that affect the reported amounts of laboratoryassets, liabilities, revenues and analytical needs, and our Products segment is the indirect beneficiary, as increased drug development leads to capital expansion, providing opportunities to sell the equipment we produceexpenses, and the consumable supplies we provide that support our products.disclosures of contingent assets and liabilities. Certain significant accounting policies applied in the preparation of the financial statements require management to make difficult, subjective or complex judgments, and are considered critical accounting policies. We have identified the following areas as critical accounting policies.
 
In our Annual Report on Form 10-KIncome Taxes

We use the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year ended September 30, 2006,in which the temporary differences are expected to reverse.  The effect on deferred taxes of a change in enacted tax rates is recognized in income in the period when the change is effective.
When warranted, we commentedmaintain a reserve for uncertain tax positions. Effective October 1, 2007, we adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 (“FIN 48”).  This authoritative interpretation clarified and standardized the manner by which companies are required to account for uncertain income tax positions. Under the guidance of FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the impacts and anticipated impacts developmentstechnical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position.
10

On October 1, 2007, we recognized a $183 increase in our liability for uncertain income tax positions, which was accounted for as a reduction to retained earnings, for the cumulative effect change of adopting FIN 48, which was the total reserve at that date. During the quarter ended December 31, 2007, we recorded additional tax expense of $38 in our income tax provision for additional exposure on uncertain tax positions. The reserve for uncertain income tax positions at December 31, 2007 was $221. This reserve is classified as a current liability in the consolidated balance sheet based on when we expect each of the items to be settled. We record interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense.
Any changes in the liability for uncertain tax positions would impact our effective tax rate. Over the next twelve months, it is reasonably possible that the uncertainty surrounding our reserve for uncertain income tax positions, related to certain state income tax issues, will be resolved as a result of the conclusion of state tax audits. If such resolutions are favorable, we would reduce the carrying value of our reserve.  The following tax years remain open to investigation as of December 31, 2007 for our major tax jurisdictions:
Tax Jurisdiction
Years
US Federal and State2003-2006
United Kingdom2001-2006
Revenue Recognition
The majority of our service contracts involve the processing of bioanalytical samples for pharmaceutical industrycompanies. These contracts generally provide for a fixed fee for each assay method developed or sample processed and revenue is recognized under the specific performance method of accounting. Under the specific performance method, revenue and related direct costs are recognized when services are performed. Other service contracts generally consist of preclinical and clinical trial studies for pharmaceutical companies. Service revenue is recognized based on the ratio of direct costs incurred to total estimated direct costs under the proportional performance method of accounting. Losses on contracts are provided in the period in which the loss becomes determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which such revisions become known. The establishment of contract prices and total contract costs involves estimates we made at the inception of the contract period. These estimates could change during the term of the contract which could impact the revenue and costs reported in the consolidated financial statements. Projected losses on contracts are provided for in their entirety when known. Revisions to estimates have not been material. Service contract fees received upon acceptance are deferred and classified within customer advances, until earned. Unbilled revenues represent revenues earned under contracts in advance of billings.
Our product revenue is derived primarily from sales of equipment utilized for scientific research. Revenue from equipment not requiring installation, testing or training is recognized upon shipment to customers. One product includes internally developed software and requires installation, testing and training, which occur concurrently. Revenue from this product is recognized upon completion of the installation, testing and training.
Impairment of Long-Lived Assets, Including Goodwill
Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
11

Goodwill and other indefinite lived intangible assets, collectively referred to as "indefinite lived assets", are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value. This determination is made at the reporting unit level and consists of two steps. First, we determine the fair value of a reporting unit and compare it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's indefinite lived assets over the implied fair value of those indefinite lived assets. The implied fair value of the indefinite lived assets is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit's indefinite lived assets.
Stock-Based Compensation
On October 1, 2005, we changed our accounting to recognize the cost resulting from all share-based payment transactions in our financial statements using a fair-value-based method versus the previously used method in which no expense was recorded in the financial statements. We elected to use the modified prospective transition method of adoption. We measured compensation cost for all outstanding unvested stock-based awards made to our employees and directors based on estimated fair values and recognized compensation over the service period for awards expected to vest. We recognized stock-based compensation related to employee stock options of $148 and $43 with tax benefits of $38 and $0 during the three months ended December 31, 2007 and 2006, respectively.
We use the binomial option valuation model to determine the grant date fair value. The binomial option valuation model requires us to make certain assumptions about the future. The determination of fair value is affected by our businesses,stock price as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the material potential risks posedterm of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. We estimated the following key assumptions for the binomial valuation calculation:
• 
Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant for the expected term of the option.
• 
Expected volatility. We use the historical stock price volatility of our common shares to compute our expected volatility.
• 
Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding. The expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior.
• 
Expected dividends. We assumed that we will pay no dividends.
Employee stock-based compensation expense recognized in the first quarter of fiscal 2008 and 2007 was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment will be recognized at that time.
Changes to our business by these industries. Those commentsunderlying stock price, our assumptions used in the binomial option valuation calculation and our forfeiture rate as well as future grants of equity could significantly impact compensation expense to be recognized in fiscal 2008 and future periods.
12


Inventories
Inventories are still applicable,stated at the lower of cost or market using the first-in, first-out (FIFO) cost method of accounting. Prior to 2007, our inventories were accounted for using the last-in, first-out (LIFO) method of accounting. During the fourth quarter of 2007, we changed our method of accounting for inventories from the LIFO method to the FIFO method. The FIFO method of inventory accounting better matches revenues and are found under “General”expenses in Part I, Item 2 of that report.accordance with sales contract terms.
 
RESULTS OF OPERATIONSResults of Operations

The following table summarizes the consolidated statement of operations as a percentage of total revenues:

 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
  
Three Months Ended
December 31,
 
 2007 2006 2007 2006  2007 2006 
Service revenue  77.1% 81.0% 78.1% 79.0%  77.9% 79.1%
Product revenue  22.9  19.0  21.9  21.0   22.1  20.9 
Total revenue  100.0  100.0  100.0  100.0   100.0  100.0 
                    
Cost of service revenue (a)
  79.8  67.2  78.4  71.8   77.5  76.9 
Cost of product revenue (a)
  45.0  30.7  42.0  33.4   40.9  38.5 
Total cost of revenue  71.9  60.3  70.4  63.7   69.4  68.9 
                    
Gross profit  28.1  39.7  29.6  36.3   30.6  31.1 
                    
Total operating expenses  24.1  30.3  24.3  35.1   28.1  24.4 
                    
Operating income  4.0  9.4  5.3  1.2   2.5  6.7 
                    
Other expense  (1.9) (2.0) (2.0) (2.3)  (1.9) (2.1)
                    
Income (loss) before income taxes  2.1  7.4  3.3  (1.1)
Income before income taxes  0.6  4.6 
                    
Income tax provision (benefit)  1.0  3.1  0.2  (0.3)  0.7  (0.5)
Net income (loss)  1.1% 4.3% 3.1% (0.8)%  (0.1)% 5.1%
 
(a) Percentage of service and product revenues, respectively.
10


Three Months Ended MarchDecember 31, 2007 Compared to Three Months Ended MarchDecember 31, 2006

Service and Product Revenues

Revenues for the second fiscal quarter ended MarchDecember 31, 2007 decreased 9%increased 5.2% to $11.3 million$11,452 compared to $12.4 million$10,884 for the second quartersame period last year.
Our Service segment revenue decreasedincreased by 13%3.6% from $10.1 million$8,608 to $8.7 million$8,922 compared to the comparablesame period last year. This was primarily the result of strong increases in toxicology and pharmaceutical analysis revenues as well as an increase in pharmacokinetics and pharmacodynamics revenues. These gains were partially offset by declines in clinical and bioanalytical analysis revenues. The clinical operations have declined mainly as a result of an unfavorable trial mix, volume and duration of trials. We experienced a decline in revenuessamples available to assay in our bioanalytical laboratories, where revenues inanalysis areas which contributed to the year earlier quarter were particularly strong due to a large study in that quarter that had been rescheduled from an earlier quarter.revenue decrease. Our toxicology revenues increased $0.4 million (a 10%$295 (an 11.6% increase), reflecting the continued healthstrength of our toxicology operations. Revenueoperations in our Baltimore clinic increased 4% overline with industry trends. Revenues for pharmaceutical analysis grew 31.7% to $512 from $388. Finally, the increase in pharmacokinetics and pharmacodynamics revenues of $197 or 74.8% versus the comparable quarterperiod last year reflecting our continuing effort to cultivate new clients forreflects the strength of these services. operations with continued growth since inception in fiscal 2005.
13

Sales in our Products segment increased 9.3%11.2% from $2.4 million$2,276 in our secondfirst fiscal quarter last year to $2.6 million$2,530 in the current quarter. Sales of our Culex automated pharmacologyin vivo sampling systems showed continued strength posting a $0.5 million$353, or 25.6%, increase over the same period last year. The Culex systems improvement in sales was partially offset by declinesa decline of $97, or 12.1%, in our more mature, analytical products. We also experienced a decline in our Vetronics business of $108 from last year as a contract with a long-time client was not renewed, which caused most of the decline in Vetronics revenue.
 
Cost of Revenues
 
Cost of revenues for the secondcurrent quarter ended March 31, 2007 was $8.1 million$7,947 or 72%69.4% of revenue compared to $7.5 million,$7,499, or 60%68.9% of revenue for the second quarter last year. Our costprior year period.
Cost of Service revenue as a percentage of Service revenue in our service segment increased from 67%to 77.5% in the second fiscalcurrent quarter last year to 80%from 76.9% in the quarter ended March 31, 2007. A substantial portion of our cost of productive capacity (personnel, facilities and laboratory equipment) is relatively fixed, resulting in a higher cost of services as a percentage of sales when comparedcomparable period last year. Due to the same periodcommercialization of a year ago due tonew product, costs associated with our pharmacokinetics and pharmacodynamics services are included in costs of revenue for the revenue decrease. The revenue decrease did not create a corresponding decreaseservice segment; whereas in the costsprior year period they were considered research and development expenses.
Costs of productive capacity. In addition, we transferred our pre-clinical services payroll related costs from our research group to cost of services. Similarly, our costs of Product revenue as a percentage of Product revenue in our products segment increased from 31%38.5% to 45%40.9%. A substantial portionThis increase is the result of products shipped incontinuing growth of sales of Culex supplies, which have a lower margin than the quarter ended March 31, 2007 were manufactured in the prior quarter, with manufacturing activity lower in the current fiscal quarter. This resulted in under-absorption of manufacturing costs in the current quarter, which is included in cost of products and raises the percentage of costs compared to sales.capital equipment.
 
Operating Expenses
 
Selling expenses for the three months ended MarchDecember 31, 2007 decreased 1%increased 16.6% to $673 thousand$792 from $680 thousand$679 for the three months ended March 31, 2006. There were no significant changes in ourcomparable period last year. This increase is driven by enhanced sales efforts betweenand new hires in both our West Lafayette and UK sites and by the comparable quarters.increase in revenue experienced in the current quarter. Research and development expenses for the three months ended March 31, 2007first quarter of fiscal 2008 decreased 50%47.0% to $101 thousand$188 from $201 thousand for the three months ended March 31, 2006$355 mainly as a result of $118 thousand of payroll costs related to the commercialization of our pharmacokinetics and pharmacodynamics services being transferred from our research group toconsidered as cost of servicesservices; whereas in the current quarter.prior year period they were considered research and development expenses.
 
General and administrative expenses for the three months ended March 31, 2007 decreased 35%current quarter increased 38.8% to $1.9 million, down$2,252 from $2.9 million$1,622 for the three months ended March 31, 2006.prior year period. The major contributorsincrease is mainly due to our cost reduction were the strategic reduction infollowing: 1) expenses for attracting and hiring new management personnel in September 2006,our Baltimore and UK facilities; 2) an increase in stock compensation expense with the impairment charge taken on the Baltimore clinic in fiscal 2006 reducing our expensesnew option grants to executive officers in the current year,second quarter of fiscal 2007 and a shift to utilizationfirst quarter of temporary personnel in the Baltimore clinic which enables us to reduce personnel costs when the clinic is not occupied. We also recorded a loss of $98 thousand on the sale of an excess building adjacent to our main facility in West Lafayette, IN.fiscal 2008; 3) higher legal and other professional consulting costs; and 4) increased spending for computer infrastructure and supplies.
 
Other Income (Expense)Taxes
 
Our interest expense declined $18 thousandeffective tax rate for the quarter ended December 31, 2007 was 123.6% compared to $230 thousand41.5% used for the prior year period. The main differences stem from the FIN 48 adoption and subsequent additional tax in the first three months of fiscal 2008 versus a tax benefit in the first three months of fiscal 2007 due to lower average outstanding borrowings betweendomestic losses and the comparable quarters, in spiteuse of higher short term rates in the current quarter. A significant amount of our borrowings are at fixed rates that did not change between the comparable quarters.tax loss carryforwards to offset foreign earnings.
 
Income Taxes
We computed our tax provision for the current quarter using an overall effective tax rate of 41.5% on domestic earnings, which is our combined federalLiquidity and local rate. We were able to utilize tax loss carryforwards available on our foreign earnings and therefore provided no related income tax expense.
11

Net Income (Loss)
As a result of the above factors, we had income of $124 thousand ($0.03 per share, both basic and diluted) in the quarter ended March 31, 2007, compared to income of $538 thousand ($0.11 per share, both basic and diluted) in the same period last year.


Six Months Ended March 31, 2007 Compared to Six Months Ended March 31, 2006Capital Resources

Service and Product Revenues

Revenues for the six months ended March 31, 2007 were relatively unchanged: $22.2 million as compared to $22.3 million for the six month period last year. Service revenue decreases of 2% were the result of a decline in our Baltimore clinical research unit revenues of $1.4 million due to the loss of a significant customer in our second fiscal quarter of 2006. This decrease was partially offset by increases of $0.3 million and $0.2 million in our U.K. and Oregon bioanalytical laboratories respectively, along with an increase of $0.4 million in toxicology revenues. Revenues for our Products increased 4% for the six months, due to the items cited in the current quarter.
Cost of Revenues
Cost of revenues for the six months ended March 31, 2007 was $15.6 million or 70% of revenue compared to $14.2 million, or 64% of revenue for the same period last year. Both the cost of Service revenue and the cost of Product revenue increased as a percentage of Service revenues and Product revenues, respectively, due to the items cited in the current quarter.
Operating Expenses
Selling expenses for both the six months ended March 31, 2007 and the six months ended March 31, 2006 were unchanged at $1.4 million each. Research and development expenses for the six months ended March 31, 2007 decreased 29% to $456 thousand from $639 thousand for the six months ended March 31, 2006, due to personnel previously charged to research and development now being charged to cost of services as we commercialize our pharmacokinetics and pharmacodynamics services, which had previously been in development.
General and administrative expenses for the six months ended March 31, 2007 decreased 39% to $3.5 million, down from $5.8 million for the six months ended March 31, 2006 due to items cited in the current quarter.
Other Income (Expense)
Interest expense decreased 7% from $508 thousand to $471 thousand in the six months ended March 31, 2007 from the comparable period of the prior year as a result of reduced average outstanding borrowings.
Income Taxes
We computed our income tax using an effective tax rate of 41.5% on domestic earnings for the six months ended March 31, 2007. We did not provide income taxes on foreign earnings due to the availability of net operating loss carryforwards to offset our taxable income, which have not previously been recognized for financial statement purposes. The income tax benefit for the six months ended March 31, 2006 was computed using an effective tax rate of 42.5% on the US taxable losses, the effective benefit was reduced by an accrual for an additional $30 thousand for settlement of a disputed state tax liability.
Net Income (Loss)
As a result of the above, we had income of $680 thousand ($0.14 per share, both basic and diluted) for the first six months of the current year, compared to a net loss in the prior year of $178 thousand ($0.04 loss per share, both basic and diluted).
12

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 MarchDecember 31, 2007 we had cash and cash equivalents of $1.4 million,$641, compared to cash and cash equivalents of $1.6 million$2,837 at September 30, 2006. Approximately 26% of our cash balances were in the U.K at March 31, 2007 as compared to 60% at March 31, 2006. We monitor our U.K. cash needs to avoid currency conversion costs, which in the current interest rate environment can exceed interest.2007.
 
Our net
14

Net cash provided by operating activities was $0.4 million$1,979 for the sixthree months ended MarchDecember 31, 2007 compared to $1.1 million$1,157 for the sixthree months ended MarchDecember 31, 2006. This increase was the result of the earningspartially due to which is added our non-cash charges for depreciation, amortization and amortization, offset by receivables balances increasingemployee stock compensation expense. A decrease in total accounts receivable of $470 contributed as well mainly because of the timing of invoicing impacting the collections from customers. Refundable income taxes also added to the change with a result$630 decrease due to the receipt of new contracts, a building held for resale, and working downfederal tax refunds during the balances in customer deposits and accrued expenses.current quarter. The impact on operating cash flow of other changes in operating assets and liabilitiesworking capital was not material. Our current ratio for the quarter ended December 31, 2007 was 1.3 compared to 1.2 for the prior year period.
 
Net cash provided by investingInvesting activities was $0.3 millionused $848 as compared to $268 used for the first quarter of fiscal 2008 and 2007, respectively, mainly due to capital expenditures. Our principal investments were for laboratory equipment replacements and upgrades in our West Lafayette and UK facilities, new building improvements in the six months ended March 31, 2007UK as a result of the netting of disposals (includingwe prepare to relocate to new space, a building conversion in West Lafayette) against routine equipment purchases. Additionally, we repaid $0.8 millionour Evansville facility to increase the available space for toxicology analysis and general building and computer infrastructure expenditures at all sites.
Financing activities used $3,286 as compared to $487 used for the first quarter of principal onfiscal 2008 and 2007, respectively. The main use of cash in the first quarter of fiscal 2008 was to repay the balance of our long-termsubordinated debt, approximately $4,500, as well as other long term debt and capital leaseslease payments of $222, partially offset by the $1,400 borrowed from Regions Bank in the six months ended March 31, 2007.a new loan agreement described more fully below.
 
Capital Resources
 
We have a $6.0 millionamended our revolving credit agreementfacility in October 2007, reducing our line of credit to $5,000 from $6,000 as we did not have qualifying assets sufficient to borrow the higher amount and were paying fees on amounts we could not use. We also have mortgage notes payable to another bank aggregating approximately $9,500. Borrowings under these credit agreements are collateralized by substantially all assets related to our operations and all common stock of our U.S. subsidiaries and 65% of the common stock of our non-United States subsidiaries. Under the terms of these credit agreements, we have agreed to restrict advances to subsidiaries, limit additional indebtedness and capital expenditures as well as to comply with a commercial bank which extends until December 31, 2007.certain financial covenants outlined in the borrowing agreements. These credit agreements contain cross-default provisions. We may utilize up to that amount based upon our qualifying inventory and accounts receivable. We are in discussions with our bank to extend this facility beyond its expiration date.
We havealso had an outstanding letter of credit securing our lease on our Baltimore facility for $1.0 million,$1,000, which expiresexpired in January 2008. The letter of credit reducesserved to reduce our amountsamount available under our revolving credit facility.  Further details of each debt issue are discussed in our Annual Report on Form 10-K for the year ended September 30, 2007.

We have $4.0 millionOn December 18, 2007, we entered into a loan agreement with Regions Bank (“Regions”) under which Regions loaned us $1,400 under a term loan maturing December 18, 2010. Interest on the loan is equal to LIBOR plus 215 basis points. Monthly payments are $12 plus interest. The loan is secured by real estate at the Company’s West Lafayette and Evansville, Indiana locations. Regions holds an additional $8,000 of convertibledebt of the Company secured by mortgages on these facilities. A portion of the proceeds of the $1,400 loan were used to repay our subordinated debt which becomes dueof approximately $4,500 during the first quarter while existing cash on January 1, 2008. Accordingly, the entire amount is presented in current portion of long-term debt inhand made up the balance sheet at March 31, 2007. The debt is convertible at $16 per share into common stock, a conversion price that makes it unlikely to be converted before its maturity. This debt is subordinated to our bank debt, and cannot be repaid without the consent of our senior lenders. We are currently exploring options to refinance this debt, including acquiring additional mortgage debt, extending the terms of the debt, and obtaining funds by a private placement of debt or equity securities.payment.
 
We expect our total capital additions
The covenants in fiscal 2007 to be in the range of $1.0 million to $1.2 million. We expect to fund these capital expenditures from operating cash flow.
Liquidity
We do not foresee the need to borrow extensively under our revolving credit agreementfacility require the maintenance of certain ratios of interest-bearing indebtedness to EBITDA and net cash flow to debt servicing requirements, which may restrict the amount we can borrow to fund future operations, acquisitions and capital expenditures.  The covenants in our loan agreements with Regions require us to maintain certain ratios including a fixed charge coverage ratio and total liabilities to tangible net worth ratio.  Both contain cross-default provisions.  We were in compliance with our loan covenants at December 31, 2007.
Based on our current business activities and cash on hand after the debt paydown of $4,500 in the first quarter of the current fiscal year, we expect to borrow on our revolving credit facility to finance current operations, except for periods when rapid growth of new business may necessitate borrowing to finance the buildup of receivablesworking capital and inventory.

capital expenditure requirements. At MarchDecember 31, 2007, we had $1.4 million in cash, andthere was approximately $4.0 million$3,419 available under our revolving credit facility.

Our revolving linefacility and $641 of credit expires December 31, 2007. The maximum amount available under the terms of the agreement is $6.0 million with outstanding borrowings limited to the borrowing base as defined in the agreement. Interest accrues monthlycash on the outstanding balance at the bank's prime rate to prime rate plus 50 basis points, or at the LIBOR rate plus 325 basis points, at our election. We pay a facility fee equal to 37.5 basis points on the unused portion of the line of credit. We have certain financial ratio covenants in our loan agreement, all of which were met in the quarter ended March 31, 2007.hand.
 
13

We are required to make cash payments in the future on debt and lease obligations. The following table summarizes BASi'sthe cash payments under our contractual term debt and lease obligations and other commitments at MarchDecember 31, 2007 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (amounts presented for 2007 are those items required infiscal periods. The table does not include our revolving line of credit, which had a zero balance at the final two quarters):end of the quarter.

  
2007
 
2008
 
2009
 
2010
 
2011
 
After 2011
 
Total
 
Capital expenditures 
$
200
 
 
 
 
 
 $200 
Mortgage notes payable  
183
 
 
384
 
 
407
  431  456  6,507  8,368 
Subordinated debt  
  
4,477
  
  
  
  
  4,477 
Capital lease obligations  
241
  
510
  
553
  453  132  
  1,889 
Operating leases  
1,042
  491  
69
  8  
  
  1,610 
  
$
1,666
 
$
5,862
 
$
1,029
 $892 $588 $6,507 $16,544 

For further details on our indebtedness, see Note 7 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2006.
  
2008
 
2009
 
2010
 
2011
 
2012
 
After 2012
 
Total
 
                
Mortgage notes payable $339 $479 $513 $1,521 $458 $6,213 $9,523 
Capital lease obligations  432  620  529  216  94  17  1,908 
Operating leases  1,269  1,698  1,597  1,608  1,628  2,812  10,612 
  $2,040 $2,797  2,639  3,345 $2,180 $9,042 $22,043 
 
The covenants in the Company'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 the Company can borrow to fund future operations, acquisitions and capital expenditures. Based on our current business activities, we believe cash generated from our operations and amounts available under our existing credit facilities and cash on hand, will be sufficient to fund the Company's working capital and capital expenditure requirements for the foreseeable future. As discussed above, in January, 2008 our subordinated notes of $4.0 million from a 2003 acquisition become due. We are exploring various alternatives to fund that obligation.
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ITEM 3.3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BASi’sOur primary market risk exposure with regard to financial instruments is changes in interest rates. Borrowings under the Revolving Credit Agreement between BASi and National City Bank dated January 4, 2005our revolving credit facility bear interest at a variable rate of eitherbased on the bank’sLondon Interbank Offer Rate (LIBOR) or a base rate determined by the lender’s prime rate plus 50 basis points, or atan applicable margin, as defined in the agreement. The applicable margin for borrowings under the line of credit ranges from 0.00% to 0.50% for base rate borrowings and 1.50% to 3.00% for LIBOR rate plus 325, at BASi’s option. Weborrowings, subject to adjustment based on the average availability under the line of credit. Historically, we have fixed our interest rate on our mortgage debt through May, 2007.

BASi has  not used derivative financial instruments to manage exposure to interest rate changes. BASi estimatesWe have fixed interest rates on our mortgage debt. Hypothetically, we believe that a hypothetical 10% adverse change in interest rates would not materially affect theour consolidated operating results of BASi by a material amount.results.

BASi operatesWe operate internationally and is,are, therefore, subject to potentially adverse movements in foreign currency exchange rates. The effect of movements in the exchange rates was not material to theour consolidated operating results of BASi in fiscal years 20062007 and 2005. BASi estimates2006. We estimate that a hypothetical 10% adverse change in foreign currency exchange rates would not materially affect theour consolidated operating results of BASi by a material amount in fiscal year 2007.results.

ITEM 4.4 - CONTROLS AND PROCEDURES

Based on their most recent evaluation, the Company'sour Chief Executive Officer and Chief Financial Officer believe that the Company'sour disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of MarchDecember 31, 2007 to ensure that information required to be disclosed by the Company in this Form 10-Q was recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms.
 
There were no significant changes in the Company’sour internal controls or other factors that could significantly affect those controls subsequent to the date of their evaluation, which was completed as of December 31, 2007.
PART II
ITEM 1A - RISK FACTORS
You should carefully consider the risks described in our Annual Report on Form 10-K for the year ended September 30, 2006.2007, including those under the heading “Risk Factors” appearing in Item 1A of Part I of the Form 10-K, as amended, and other information contained in this Quarterly Report before investing in our securities. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.
 
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS EXHIBITS

On February 15, 2007, 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:(a) Exhibits:

 
MATTER:
 
 
VOTES CAST FOR
 
VOTES CAST
AGAINST
 
 
ABSTENTION
 
        
Election of the directors of BASi:       
Peter T. Kissinger  4,275,694  413,767  202,666 
Candice B. Kissinger  4,393,649  295,812  202,666 
William E. Baitinger  4,616,280  73,181  202,666 
David W. Crabb  4,673,880  15,581  202,666 
Leslie B. Daniels  4,682,469  6,992  202,666 
ITEM 6. EXHIBITS

Exhibits

Number assigned
in Regulation S-K 
Item 601 
 Description of Exhibits
    
(3)3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended December 31, 1997).
    
 3.2 Second Amended and Restated Bylaws of Bioanalytical Systems, Inc. as subsequently amended. †
    
(4)4.1 Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429).
    
(10)10.1 Employment Agreement by and among Bioanalytical Systems, Inc. and Richard M. Shepperd, entered into on, January 11, 2007 to be effective October 2, 2006 (incorporated by reference to Exhibit 10.1 of Form 8-K filed January 17, 2007).
    
(31)31.1 Certification of Richard M. Shepperd †
    
 31.2 Certification of Michael R. Cox †
    
(32)32.1 Section 1350 Certifications †
† Filed with this Quarterly Report on Form 10-Q.
Number
   
Description of Exhibits
     
(3) 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended December 31, 1997).
     
  3.2 Second Amended and Restated Bylaws of Bioanalytical Systems, Inc., as subsequently amended (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended March 31, 2007).
     
(4) 4.1 Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429).
     
  10.1 Agreement for Lease, by and among Bioanalytical Systems, Inc., Bioanalytical Systems Limited and Pettifer Estates Limited, dated October 11, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 17, 2007).
     
  10.2 Form of Lease, by and among Bioanalytical Systems, Inc., Bioanalytical Systems Limited and Pettifer Estates Limited (incorporated by reference to Exhibit 10.2 to Form 8-K filed October 17, 2007).
     
  10.3 Second Amendment to Amended and Restated Credit Agreement by and between Bioanalytical Systems, Inc. and National City Bank executed October 24, 2007 (filed herewith).
     
  10.4 Employment Agreement between Michael R. Cox and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 13, 2007).
     
  10.5 Employee Incentive Stock Option Agreement between Michael R. Cox and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.2 to Form 8-K filed November 13, 2007).
     
  10.6 Nonqualified option letter agreement between Michael R. Cox and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K filed November 13, 2007).
     
  10.7 Employment Agreement between Edward M. Chait and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.4 to Form 8-K filed November 13, 2007).
     
  10.8 Employee Incentive Stock Option Agreement between Edward M. Chait and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.5 to Form 8-K filed November 13, 2007).
     
  10.9 Nonqualified option letter agreement between Edward M. Chait and Bioanalytical Systems, Inc., dated November 6, 2007 (incorporated by reference to Exhibit 10.6 to Form 8-K filed November 13, 2007).
     
  10.10 Loan Agreement between Bioanalytical Systems, Inc. and Regions Bank dated December 18, 2007 (filed herewith).
     
(31) 31.1 Certification of Richard M. Shepperd (filed herewith).
     
  31.2 Certification of Michael R. Cox (filed herewith).
     
(32) 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
     
  32.2 Certification of Executive Vice President, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
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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.
(Registrant)
Date:  February 13, 2008By: /s/  Richard M. Shepperd
Richard M. Shepperd
President and Chief Executive Officer
Date:  February 13, 2008By:  /s/  Michael R. Cox
Michael R. Cox
Vice President, Finance and Administration,
Chief Financial Officer and Treasurer


By:  /s/ RICHARD M. SHEPPERD

Richard M. Shepperd
Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2007

By:  /s/ MICHAEL R. COX

Michael R. Cox
Vice President-Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: May 9, 2007
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