UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31,June 30, 2008
OR 
o¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________.

Commission File Number 000-23357

BIOANALYTICAL SYSTEMS, INC.

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

INDIANA
(State
35-1345024
 (State or other jurisdiction of incorporation or
organization)
 
35-1345024
(I.R.S. (I.R.S. Employer Identification No.)
   
2701 KENT AVENUE
WEST LAFAYETTE, INDIANA
(Address
47906
 (Address of principal executive offices) 
47906
(Zip (Zip code)

(765) 463-4527
(Registrant's
(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 o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x

As of April 30,July 31, 2008, 4,914,259 of the registrant's common shares were outstanding.



TABLE OF CONTENTS

  
Page
PART I
FINANCIAL INFORMATION
 
   
Item 1Condensed Consolidated Financial Statements (Unaudited): 
 
Condensed Consolidated Balance Sheets as of March 31,June 30, 2008 and September 30, 20073
 Condensed Consolidated Statements of Operations for the Three and SixNine Months Ended March 31,June 30, 2008 and 20074
 Condensed Consolidated Statements of Cash Flows for the SixNine Months Ended March 31,June 30, 2008 and 20075
 Notes to Condensed Consolidated Financial Statements6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations1011
Item 4TControls and Procedures1718
   
PART II
OTHER INFORMATION
 
   
Item 4Submission of Matters to a Vote of Security Holders17
Item 6Exhibits1819
 Signatures1920

2


BIOANALYTICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 
March 31,
2008
 
September 30,
2007
  June 30, 2008 September 30, 2007 
Assets
 (Unaudited)     
(Unaudited)
   
Current assets:           
Cash and cash equivalents $465 $2,837  $1,045 $2,837 
Accounts receivable              
Trade  6,020  6,674   4,883  6,674 
Unbilled revenues and other  3,377  2,565   3,552  2,565 
Inventories  2,130  1,977   2,174  1,977 
Deferred income taxes  897  897   897  897 
Refundable income taxes  243  774   967  774 
Prepaid expenses  1,058  776   623  776 
Current assets of discontinued operations  815   
Total current assets  14,190  16,500   14,956  16,500 
              
Property and equipment, net  23,636  22,927   23,419  22,927 
Goodwill  1,855  1,855   1,855  1,855 
Intangible assets, net  224  304   152  304 
Debt issue costs  200  211   188  211 
Other assets  242  240   239  240 
       
Total assets $40,347 $42,037  $40,809 $42,037 
              
Liabilities and shareholders’ equity
              
Current liabilities:              
Accounts payable $1,875 $1,589  $2,085 $1,589 
Accrued expenses  1,743  3,056   1,899  3,056 
Customer advances  4,199  4,115   3,568  4,115 
Income tax accruals  240  56   240  56 
Revolving line of credit  1,915     1,244   
Current portion of capital lease obligation  670  510   703  510 
Current portion of long-term debt  475  4,821   483  4,821 
Current liabilities of discontinued operations  815   
Total current liabilities  11,117  14,147   11,037  14,147 
              
Capital lease obligation, less current portion  1,516  1,138   1,628  1,138 
Long-term debt, less current portion  8,964  7,861   8,840  7,861 
Deferred income taxes  337  337   1,110  337 
              
Shareholders’ equity:              
Preferred Shares:              
Authorized 1,000 shares; none issued and outstanding          
Common shares, no par value:              
Authorized 19,000 shares; issued and outstanding 4,914 at March 31, 2008 and 4,909 at September 30, 2007  1,191  1,189 
Authorized 19,000 shares; issued and outstanding 4,914 at June 30, 2008 and 4,909 at September 30, 2007 December, 2007  1,191  1,189 
Additional paid-in capital  12,195  11,957   12,304  11,957 
Retained earnings  5,224  5,560   4,838  5,560 
Accumulated other comprehensive loss  (197) (152)  (139) (152)
       
Total shareholders’ equity  18,413  18,554   18,194  18,554 
       
Total liabilities and shareholders’ equity $40,347 $42,037  $40,809 $42,037 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

3


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

 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
 2008 2007 2008 2007  Three Months Ended June 30, Nine Months Ended June 30,  
          2008 2007 2008 2007 
Service revenue $9,280 $8,726 $18,202 $17,334  $9,068 $8,937 $25,653 $23,353 
Product revenue  1,751  2,585  4,281  4,861   2,379  1,928  6,660  6,789 
Total revenue  11,031  11,311  22,483  22,195   11,447  10,865  32,313  30,142 
                          
Cost of service revenue  6,931  6,968  13,844  13,585   6,240  5,930  17,348  16,637 
Cost of product revenue  680  1,163  1,714  2,040   891  852  2,604  2,892 
Total cost of revenue  7,611  8,131  15,558  15,625   7,131  6,782  19,952  19,529 
                          
Gross profit  3,420  3,180  6,925  6,570   4,316  4,083  12,361  10,613 
             
Operating expenses:                          
Selling  874  673  1,666  1,352   975  687  2,641  2,037 
Research and development  183  101  371  456   212  212  583  668 
General and administrative  2,250  1,858  4,502  3,497   1,953  1,781  5,624  5,060 
(Gain) loss on sale of property and equipment  2  95  (11) 83   (1) 134  7  134 
Total operating expenses  3,309  2,727  6,528  5,388   3,139  2,814  8,855  7,899 
                          
Operating income  111  453  397  1,182   1,177  1,269  3,506  2,714 
                          
Interest income  2  12  29  24     28  29  52 
Interest expense  (203) (230) (451) (471)  (251) (245) (702) (717)
Other income  1    4  3   1    5  4 
             
Income (loss) before income taxes  (89) 235  (21) 738 
Income from continuing operations before income taxes  927  1,052  2,838  2,053 
                          
Income taxes  47  111  131  58   520  485  1,412  689 
Net income from continuing operations $407 $567 $1,426 $1,364 
             
Discontinued Operations (Note 5)             
Loss from discontinued operations before income taxes $(829)$(144)$(2,760)$(406)
Loss on disposal  (431)   (431)  
Tax benefit  599  26  1,359  171 
Net loss from discontinued operations after income taxes $(661)$(118)$(1,832)$(235)
             
Net income (loss) $(136)$124 $(152)$680  $(254)$449 $(406)$1,129 
                          
Net income (loss) per share:             
Basic net income (loss) per share:             
Net income per share from continuing operations $0.08 $0.12 $0.29 $0.28 
Net loss per share from discontinued operations  (0.13) (0.03) (0.37) (0.05)
Basic net income (loss) per share $(0.05)$0.09 $(0.08)$0.23 
Diluted net income (loss) per share:             
Net income per share from continuing operations $0.08 $0.11 $0.29 $0.28 
Net loss per share from discontinued operations  (0.13) (0.02) (0.37) (0.05)
Diluted net income (loss) per share $(0.05)$0.09 $(0.08)$0.23 
             
Weighted common shares outstanding:             
Basic $(0.03)$0.03 $(0.03)$0.14   4,914  4,909  4,913  4,908 
Diluted $(0.03)$0.03 $(0.03)$0.14   4,939  4,976  4,979  4,952 
             
Weighted common and common equivalent shares outstanding:             
Basic  4,912  4,909  4,914  4,907 
Diluted  4,912  4,940  4,914  4,924 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

4


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

 Six Months Ended March 31, 
 2008 2007  Nine Months Ended June 30,   
      2008  2007 
Operating activities:            
Net income (loss) $(152)$680  $(406)$1,129 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities:
       
Net loss from discontinued operations, including loss on disposal  1,832  235 
Depreciation and amortization  1,503  1,767   2,150  2,536 
Employee stock compensation expense  226  93   336  164 
Bad debt expense  20     122  48 
(Gain) loss on sale of property and equipment  (11) 83 
Loss on sale of property and equipment
  7  134 
Deferred income taxes    (120)  773  (101)
Changes in operating assets and liabilities:              
Accounts receivable  (178) (433)  (652 686 
Inventories  (153) (86)  (197 81 
Refundable income taxes  531  (51)  (193 171 
Assets held for resale    (653)
Prepaid expenses and other assets  (262) (98)  158  20 
Accounts payable  286  (73)  845  (318)
Accrued expenses  (1,313) (442)  (291 (230)
Customer advances  84  (310)  (402  (1,144)
       
Net cash provided by operating activities  581  357 
Net cash provided by continuing operating activities
  4,082  3,411 
              
Investing activities:              
Capital expenditures, net of disposals  (1,323) 290 
Capital expenditures
  (1,283 (597)
Proceeds from sale of property and equipment  2     2  617 
       
Net cash (used) provided by investing activities  (1,321) 290 
Net cash (used) provided by continuing investing activities
  (1,281 20 
              
Financing activities:              
Payments of long-term debt  (4,642) (539)  (4,760 (621)
Borrowings on long-term debt  1,400     1,400   
Payments on revolving line of credit  (3,669)    (10,068  
Borrowings on revolving line of credit  5,584     11,312   
Payments on capital lease obligations  (289) (231)  (462 (351)
Net proceeds from the exercise of stock options  13  79   13  80 
Net cash used by continuing financing activities
  (2,565  (892)
              
Net cash used by financing activities  (1,603) (691)
Cash Flow of Discontinued Operations:       
Cash used by operating activities  (2,709 (836)
Net cash provided (used) by investing activities  668  (63)
Net cash used by discontinued operations  (2,041 (899)
              
Effect of exchange rate changes  (29) (188)  13  (268)
              
Net decrease in cash and cash equivalents  (2,372) (232)
Net (decrease) increase in cash and cash equivalents  (1,792 1,372 
Cash and cash equivalents at beginning of period  2,837  1,647 
Cash and cash equivalents at end of period $1,045 $3,019 
           
Cash and cash equivalents at beginning of year  2,837  1,647 
       
Cash and cash equivalents at end of quarter $465 $1,415 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

5


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

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Bioanalytical Systems, Inc. and its subsidiaries (“We,” the “Company” or “BASi”) engage in contract laboratory research 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”) 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, 2007. In the opinion of management, the condensed consolidated financial statements for the three and sixnine months ended March 31,June 30, 2008 and 2007 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of our financial position at March 31,June 30, 2008. 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 sixnine months ended March 31,June 30, 2008 are not necessarily indicative of the results for the year ending September 30, 2008.

2. STOCK-BASED COMPENSATION

At March 31,June 30, 2008, we had a stock-based employee compensation plan and a stock-based employee and outside director compensation plan, which are described more fully in Note 9 in the Notes to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2007. All options granted under these plans had an exercise price equal to the market value of the underlying common shares on the date of grant. We expense the estimated fair value of stock options over the vesting periods of the grants, in accordance with Financial Accounting Standard No. 123 (Revised). 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 2 to our financial statements in our Annual Report on Form 10-K for the year ended September 30, 2007. Stock based compensation expense for the three and sixnine months ended March 31,June 30, 2008 was $155$148 and $303$451 with tax benefits of $38 and $77,$115, respectively. For the three and sixnine months ended March 31,June 30, 2007, compensation expense was $50$71 and $93,$164, respectively, with no$19 related tax benefits recorded.recorded for the three months.

3. INCOME (LOSS) PER SHARE
 
We compute basic income/income (loss) per share using the weighted average number of common shares outstanding. We compute diluted income/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 exercise of options were excluded from the computation of loss per share for the three and six months ended March 31, 2008 as they are anti-dilutive.

6


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

  
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
  2008 2007 2008 2007 
Basic net income/(loss) per share:         
Net income/(loss) applicable to common shareholders $(136)$124 $(152)$680 
Weighted average common shares outstanding  4,912  4,909  4,914  4,907 
Basic net income/(loss) per share $(0.03)$0.03 $(0.03)$0.14 
              
Diluted net income/(loss) per share:             
Diluted net income/(loss) applicable to common shareholders $(136)$124 $(152)$680 
              
Weighted average common shares outstanding  4,912  4,909  4,914  4,907 
Dilutive stock options/shares    31    17 
Dilutive weighted average common shares outstanding  4,912  4,940  4,914  4,924 
              
Diluted net income/(loss) per share $(0.03)$0.03 $(0.03)$0.14 
  
Three Months Ended 
June 30,
 
Nine Months Ended 
June 30,
 
  2008 2007 2008 2007 
Basic net income per share from continuing operations:             
Net income applicable to common shareholders $407 $567 $1,426 $1,364 
Weighted average common shares outstanding  4,914  4,909  4,913  4,908 
Basic net income per share from continuing operations $0.08 $0.12 $0.29 $0.28 
              
Diluted net income per share from continuing operations:             
Diluted net income applicable to common shareholders $407 $567 $1,426 $1,364 
Weighted average common shares outstanding  4,914  4,909  4,913  4,908 
Dilutive stock options/shares  25  67  66  44 
Diluted weighted average common shares outstanding  4,939  4,976  4,979  4,952 
              
Diluted net income per share from continuing operations $0.08 $0.11 $0.29 $0.28 
 
4. INVENTORIES

Inventories consisted of the following:

 
March 31,
2008
 
September 30,
2007
  
June 30, 
2008
 
September 30, 
2007
 
          
Raw materials $1,568 $1,480  $1,682 $1,480 
Work in progress  272  273   227  273 
Finished goods  290  224   265  224 
 $2,130 $1,977  $2,174 $1,977 

5.DISCONTINUED OPERATIONS
On June 30, 2008, we completed a transaction with Algorithme Pharma USA Inc. ("AP USA") and Algorithme Pharma Holdings Inc. ("Algorithme") whereby we sold the operating assets of our Baltimore Clinical Pharmacology Research Unit (“CPRU”). In exchange, we received cash of $850 and the assumption of certain liabilities related to the CPRU, including our obligations under the lease for the facility in which the CPRU operated. As a result of this sale, we have exited the Phase I first-in-human clinical study market. We remain contingently liable for $800 annually through 2015 for future financial obligations under the lease should AP USA and Algorithme fail to meet their lease commitment.

7

Accordingly, in the accompanying condensed consolidated statements of operations and cash flows we have segregated the results of the CPRU as discontinued operations for the current and prior fiscal periods. The loss from discontinued operations reflects the operating loss of the CPRU through the sale date. The remaining estimated cash expenditures related to this unit are recorded as current liabilities of discontinued operations, since they are expected to be paid within the current fiscal year. These expenditures relate mostly to normal operating expenses. The current assets of discontinued operations relate mostly to outstanding customer receivables for completed clinical trials. The CPRU was previously included in our Services segment.
Condensed Statement of Operations from Discontinued Operations

(in thousands) Three Months Ended June 30, Nine Months Ended June 30, 
  2008 2007 2008 2007 
Net Sales $570 $1,750 $2,187 $4,668 
Loss before income taxes and disposal  (829) (144) (2,760) (406)
Loss on disposal  (431) --  (431) -- 
Loss from operations before tax benefit  (1,260) (144) (3,191) (406)
Income tax benefit  599  26  1,359  171 
Net loss $(661)$(118)$(1,832)$(235)
Summary Balance Sheet of Discontinued Operations

(in thousands) June 30, 2008 
    
Receivables, net of allowance for doubtful accounts $473 
Other current assets  342 
Total assets $815 
Accounts payable, accrued liabilities and other liabilities  815 
Total liabilities $815 

6. SEGMENT INFORMATION
 
We operate in two principal segments - research services and research 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 2 to Consolidated Financial Statements in our annual report on Form 10-K for the year ended September 30, 2007. As a result of the sale of our CPRU described in Note 5, the segment information reflects the operating results by segment for only continuing operations.

78


The following table presents operating results by segment:
  
Three Months Ended 
June 30,
 
Nine Months Ended 
June 30,
 
 
 
2008
 
2007
 
2008
 
2007 
Revenue:         
Service $9,068 $8,937 $25,653 $23,353 
Product  2,379  1,928  6,660  6,789 
  $11,447 $10,865 $32,313 $30,142 

 
Three Months Ended
March 31,
 
 Six Months Ended
March 31,
 
 2008 2007  2008 2007 
Revenue:          
Operating income (loss) from continuing operations:             
Service $9,280 $8,726 $18,202 $17,334  $846 $1,421 $2,725 $2,428 
Product  1,751  2,585  4,281  4,861   331  (152) 781  286 
 $11,031 $11,311 $22,483 $22,195  $1,177 $1,269 $3,506 $2,714 
             
Operating Income (Loss):             
Service $8 $278 $(47)$736 
Product  103  175  444  446 
 $111 $453 $397 $1,182 
             
Total Assets:             
Service $24,870 $24,676 $24,870 $24,676 
Product  9,432  9,373  9,432  9,373 
Corporate  6,045  7,530  6,045  7,530 
 $40,347 $41,579 $40,347 $41,579 

6.7. INCOME 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 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 reserveliability 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 October 1, 2007, we recorded a $183 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. During the three and sixnine months ended March 31,June 30, 2008, we recorded tax expense of $70$71 and $108$179 for additional exposure on these uncertain tax positions, thus increasing our reserveliability at March 31,June 30, 2008 to $291.$362. This reserveliability is classified as a current liability in the condensed consolidated balance sheet based on the timing of when we expect each of the items to be settled.

89


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, which relate to certain state income tax issues, will be resolved upon 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 March 31,June 30, 2008 for our major tax jurisdictions:
 
Tax Jurisdiction
 
Years
US Federal and State 2003-20072004-2007
United Kingdom 2001-2007

7.8. 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 requires monthly payments of approximately $12 plus interest. The loan is collateralized 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 fiscal quarter.
 
Revolving Line of Credit
 
Through December 31, 2009, we have a revolving line of credit (“Agreement”), with another commercial bank, which we use for working capital and other purposes. Borrowings under the Agreement are collateralized by substantially all assets related to our operations, other than the real estate securing the Regions loan, 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 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, up to a maximum available amount of $5,000. As of March 31,June 30, 2008, we had a balance on the line of credit of $1,915.$1,244. Borrowings bear interest at a variable rate based on either (a) the London Interbank Offer Rate (LIBOR) or (b) a base rate determined by the bank’s prime rate, in either case, 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 commitment fees on the unused portions of the line of credit ranging from 0.20% - 0.30%. All interest and fees are paid monthly. Under the borrowing base computation, we had $3,942$3,418 of available borrowing capacity at March 31,June 30, 2008.
 
The covenants in our revolving line of credit require that we maintain 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. Additional,Additionally, 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. The Agreement and the Regions loans both contain cross-default provisions. We were in compliance with our loan covenants at March 31,June 30, 2008.

910


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 and Exchange Act of 1934, as amended. Those statements may include, but are not limited to, discussions regarding our intent, belief or current expectations with respect to (i) our strategic plans; (ii) our future profitability; (iii) our capital requirements; (iv) industry trends affecting our financial condition or results of operations; (v) our sales or marketing plans; or (vi) our growth strategy. Investors in our common shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in our annual report on Form 10-K for the fiscal year ended September 30, 2007. Although we 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 us that our plans and objectives will be achieved. Due to the sale of our clinical research unit in June 2008, the following analysis will focus on only continuing operations. (Amounts are in thousands, unless otherwise indicated.)
 
General
 
The Company provides contract research services and sells 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. For our clients, the outsourcing of development research to reduce overhead and speed drug approvals through the Food and Drug Administration ("FDA") is an established alternative to in-house research and development. Both our research services and research products are focused on determining drug safety and efficacy. Since our formation in 1974, we have been involved in research to help our clients understandin the underlying causes ofapproval process for drugs used to treat central nervous system disorders, diabetes, osteoporosis and other diseases.
 
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 whose scientists are engaged in analytical chemistry, clinical trials, drug metabolism studies, pharmacokinetics and basic neuroscience research.
 
Critical Accounting Policies
 
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Liquidity and Capital Resources" discusses the unaudited condensed consolidated financial statements of the Company, which have been prepared in accordance with accounting principles generally accepted in the United States. Preparation of these financial statements requires management to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the 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.

Income Taxes

As described in Note 6, we use the asset and liability method of accounting for income taxes. 
Additionally, in accordance with Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (“FIN 48”), which we adopted effective October 1, 2007, when warranted, we maintain a reserve for uncertain tax positions. Under 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 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.
During the three and six months ended March 31, 2008, we recorded tax expense of $70 and $108 in our income tax provision for additional exposure on uncertain tax positions, thus increasing our reserve for uncertain income tax positions at March 31, 2008 to $291. This reserve is classified as a current liability in the condensed 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.
10

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, which relate to certain state income tax issues, will be resolved upon the conclusion of state tax audits. Accordingly, if such resolutions are favorable, we would reduce the carrying value of our reserve. 

Revenue Recognition
 
The majority of our research service contracts involves the processing of bioanalytical samples for pharmaceutical companies and generally provide for a fixed fee for each assay method developed or sample processed. Revenue is therefore, recognized under the specific performance method of accounting and the related direct costs are recognized when services are performed. Other research service contracts generally consist of preclinical and clinical trial studies, and 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 both types of contracts are provided in the period in which the loss becomes determinable. Revisions in profit estimates, if any, 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 make at the inception of the contract period.contract. These estimates could change during the term of the contract and 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 generally not been material. Research service contract fees received upon acceptance are deferred until earned, and classified within customer advances, until earned.advances. Unbilled revenues represent revenues earned under contracts in advance of billings.

11

 
Product revenue from sales of 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 these sales is recognized upon completion of the installation, testing and training when the services are bundled with the equipment sale.

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 in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
Goodwill and other indefinite lived intangible assets, collectively referred to as "indefinite lived assets,” are tested annually for impairment, and 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. At March 31,June 30, 2008, recorded goodwill was $1,855, and the net balance of other intangible assets was $224.
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$152.
 
Stock-Based Compensation
 
We recognize the cost resulting from all share-based payment transactions in our financial statements using a fair-value-based method. We measure compensation cost for all share-based awards made to our employees and directors based on estimated fair values and recognize compensation over the vesting period for awards. We recognized stock-based compensation related to employee stock options of $155$148 and $50$71 with tax benefits of $38 and $0$19 during the three months ended March 31,June 30, 2008 and 2007, 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 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 term 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 ourthe 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 assumedcurrently assume that we will pay no dividends.

Employee stock-based compensation expense recognized in the three and sixnine months 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.

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Changes to our underlying 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.

Income Taxes

As described in Note 7, we use the asset and liability method of accounting for income taxes. 
Additionally, in accordance with Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (“FIN 48”), which we adopted effective October 1, 2007, when warranted, we maintain a reserve for uncertain tax positions. Under 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 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.
During the three and nine months ended June 30, 2008, we recorded tax expense of $71 and $179 in our income tax provision for additional exposure on uncertain tax positions, thus increasing our reserve for uncertain income tax positions at June 30, 2008 to $362. This reserve is classified as a current liability in the condensed 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, which relate to certain state income tax issues, will be resolved upon the conclusion of state tax audits. Accordingly, if such resolutions are favorable, we would reduce the carrying value of our reserve. 
 
Inventories
 
Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) cost method of accounting.

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Results of Operations

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

 
Three Months Ended
March 31,
 
 Six Months Ended
March 31, 
  Three Months Ended June 30,  Nine Months Ended June 30,  
 2008 2007  2008 2007  2008 2007  2008 2007 
Service revenue  84.1% 77.1% 81.0% 78.1%  79.2% 82.3% 79.4% 77.5%
Product revenue  15.9  22.9  19.0  21.9   20.8  17.7  20.6  22.5 
Total revenue  100.0  100.0  100.0  100.0   100.0  100.0  100.0  100.0 
                          
Cost of service revenue (a)
  74.7  79.8  76.1  78.4   68.8  66.4  67.6  71.2 
Cost of product revenue (a)
  38.8  45.0  40.0  42.0   37.5  44.2  39.1  42.6 
Total cost of revenue  69.0  71.9  69.2  70.4   62.3  62.4  61.7  64.8 
                          
Gross profit  31.0  28.1  30.8  29.6   37.7  37.6  38.3  35.2 
                          
Total operating expenses  30.0  24.1  29.0  24.3   27.4  25.9  27.4  26.2 
                          
Operating income  1.0  4.0  1.8  5.3   10.3  11.7  10.9  9.0 
                          
Other expense  1.8  1.9  1.9  2.0   2.2  2.0  2.1  2.2 
                          
Income before income taxes  (0.8) 2.1  (0.1) 3.3 
Income from continuing operations before income taxes  8.1  9.7  8.8  6.8 
                          
Income tax provision  0.4  1.0  0.6  0.2 
Net income (loss)  (1.2) 1.1  (0.7) 3.1 
Income taxes  4.5  4.5  4.4  2.3 
             
Net income from continuing operations  3.6% 5.2% 4.4% 4.5%

(a) Percentage of service and product revenues, respectively.
(a)
Percentage of service and product revenues, respectively

Three Months Ended March 31,June 30, 2008 Compared to Three Months Ended March 31,June 30, 2007

Service and Product Revenues
 
Revenues for the fiscal quarter ended March 31,June 30, 2008 decreased 2.5%increased 5.4% to $11,031$11,447 compared to $11,311$10,865 for the same period last year.
 
Our Service segment revenue increased by 6.3%1.5% from $8,726$8,937 to $9,280$9,068 as compared to the same period last year primarily as a result of strong increases in toxicology and bioanalytical analysis revenues plus an increase in pharmaceutical analysis revenues. Our toxicology revenues increased $665 (a 29.9% increase), reflecting the continued strength of our toxicology operations in line with industry trends. Revenues for pharmaceutical analysis grew 29.6% to $538 from $415. Further, our bioanlayticalbioanalytical analysis revenues experienced increases in each location (Oregon, West Lafayette and the UK),UK with a slight decline in Oregon, totaling a 28.9%26.4% increase, from $3,667$4,253 to $4,728.$5,377. Our West Lafayette facility’s revenues increased because of a larger amount of sample volume, and higher immunochemistry revenues of nearly $200 over the prior year. The increases in the UK facility are mainlyalso due to the management and personnel changes made in the current fiscal year, which increased efficiencies and output volume when compared toover the same quarter of prior year. The Oregon and West Lafayette facilities experiencedOur increased bioanalytical analysis revenues becausewere offset by a decline in our toxicology revenue of a larger amount of samples available22.5% to assay, some delayed$2,993 from the first quarter, as well as an increase in immunochemistry revenues of nearly $500 over prior year. Offsetting our revenue increases, our clinical operations revenue declined by 61.9% to $730 from $1,914$3,864 in the comparable period of the prior year.year due to study delays.
 
Sales in our Products segment decreased 32.3%increased 23.4% from $2,585 in our second fiscal quarter last year$1,928 to $1,751$2,379 when compared to the same period in the current quarter. Salesprior year. The majority of that increase stems from sales of our Culex automated in vivo sampling systems, decreased 54.4%which improved 64.5% to $668$1,265 from $1,465$769 in the same period last yearyear. The increase was mainly due to client order delays as well as timingthe completion of shipments andpreviously delayed equipment installations. WeSales of our more mature analytical products also experiencedimproved to $939, an increase of 5.8% over the same period last year. Slightly offsetting these gains was a decline in our Vetronics business of $89 from last year$96 primarily because a contract with a long-time client was not renewed. The decrease in sales above was partially offset by an increase of $43, or 5.2%, in our more mature, analytical products.

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Cost of Revenues
 
Cost of revenues for the current quarter was $7,611$7,131 or 69.0%62.3% of revenue, compared to $8,131,$6,782, or 71.9%62.4% of revenue for the prior year period.
 
Cost of Service revenue as a percentage of Service revenue decreasedincreased to 74.7%68.8% in the current quarter from 79.8%66.4% in the comparable period last year. This decrease occurred because a significant portionThe principal cause of ourthis increase was an accrual of $160 to cover the net costs of productive capacity in the Service segment are fixed. Thus, revenue increases generate efficiencies and lower costs per incremental revenue dollar.performing a study for a client to recreate data that was not properly archived.
 
Costs of Products revenue as a percentage of Product revenue decreased to 38.8%37.5% from 45.0%.44.2% in the prior year quarter. This decrease is due in part to decreased sales and higher absorption of manufacturing costs that are included in the cost of products during the current quarter as compared to the same period in the prior year.products.
 
Operating Expenses
 
Selling expenses for the three months ended March 31,June 30, 2008 increased 29.8%41.9% to $874$975 from $673$687 for the comparable period last year. This increase iswas primarily driven by expanded sales efforts and new hires in both our West Lafayette and UK sitesfacilities along with increased marketing and advertising efforts. Research and development expenses for the secondthird quarter of fiscal 2008 increasedof $212 were equal to $183 from $101 mainly aslast year’s for the third quarter. Work has continued on the development of a result of higher usage of operating supplies and outside services in conjunction with the performance of services fornew product funded by an NIH grant.
 
General and administrative expenses for the current quarter increased 21.1%9.7% to $2,250$1,953 from $1,858$1,781 for the prior year period. The increase is mainly due to the following: 1) expenses for attracting and hiring new management personnel in our BaltimoreUK facility; 2) an increase in building rent expense from the newly constructed facility in the UK; and UK facilities; and 2)3) an increase in stock compensation expense with new option grantsfor options awarded to executive officers in the first quarter of fiscal 2008.
 
Other Income (Expense)
 
Other expense for the current quarter decreasedincreased to $200$250 from $218$217 for the same quarter of the prior year mainly due to lower interest expense as we repaid our subordinated debt in the first quarteron higher outstanding loan balances, capital leases and a reduction of the current fiscal year.interest income.
 
Income Taxes
 
Our effective tax rate for the quarter ended March 31,June 30, 2008 was 52.8%56.1% compared to 47.2% used46.1% for the prior year period. The main differences stem from state income taxesprincipal reason for the increased effective rate was a loss in states where we had operating profits, even though we had a consolidated loss.the current quarter at our UK facility, which can not be used to reduce domestic taxes.

SixNine Months Ended March 31,June 30, 2008 Compared to SixNine Months Ended March 31,June 30, 2007

Service and Product Revenues
 
Revenues for the sixnine months ended March 31,June 30, 2008 increased 1.3%7.2% to $22,483$32,313 compared to $22,195$30,142 for the same period last year.
 
Our Service revenue increased by 5.0% from $17,3349.9% to $18,202$25,653 compared to $23,353 for the same period last year primarily as a result of strong increases in toxicologybioanalytical and pharmaceutical analysis revenues, plus an increase in bioanalytical analysis revenues. Our toxicology revenues increased $961 (a 20.1% increase over fiscal 2007), reflecting the continued strength of our toxicology operations in line with industry trends. Revenues for pharmaceutical analysis grew 30.6% to $1,050 from $804. Our bioanalytical analysis revenues increased from$1,999 (a 16.2% increase over the same period in fiscal 2007), with improvements at the West Lafayette and the UK facilities. The revenue increases in the UK facility are mainly due to increased volume when compared to the same period in the prior yearyear. The West Lafayette facility experienced a higher sample assay volume and an increase in immunochemistry revenues of nearly $600 over the same period nearly 11% to $8,942 from $8,066. Offsetting our strong revenue increases, our clinical operations revenue declined by 44.6% to $1,617 from $2,918 in the comparable period of the prior year.

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Our Products revenue decreased 11.9%1.9% from $4,861$6,689 in the first sixnine months of the prior year to $4,281. Sales of our Culex automated in vivo sampling systems declined 15.8% to $2,395$6,660. The decline mostly stems from $2,846, during the same period last year, mainly due to timing of shipments and equipment installations. We also experienced a decline$293 decrease in our Vetronics business of $197 from last year primarily because a contract with a long-time client was not renewed.
 
Cost of Revenues
 
Cost of revenues for the sixnine months ended March 31,June 30, 2008 was $15,558$19,952 or 69.2%61.7% of revenue compared to $15,625,$19,529, or 70.4%64.8% of revenue for the comparable prior year period.
 
Cost of Service revenue as a percentage of Service revenue decreased to 76.1%67.6% in the first sixnine months from 78.4%71.2% in the comparable period last year. This decrease occurred because a significant portion of our costs of productive capacity in the Service segment are fixed. Thus, increases in revenue do not generate efficiencies and lower costs per incremental revenue dollar.proportionate increases in costs. This decrease occurred even though an additional charge of $160 was incurred in the third quarter of the current fiscal year.
 
Costs of Product revenue as a percentage of Product revenue in the first nine months decreased from 42.0%42.6% to 40.0%. This decrease is39.1%, mainly due mainly to the higher absorption of manufacturing costs during the current fiscal year compared to fiscal 2007.costs.
 
Operating Expenses
 
Selling expenses for the sixnine months ended March 31,June 30, 2008 increased 23.2%29.7% to $1,666$2,641 from $1,352$2,037 for the comparable period last year. This increase iswas driven by expanded sales efforts and new hires in both our West Lafayette and UK sitesfacilities and by an increase in trade shows, exhibits and exhibitsadvertising expenses. Research and development expenses for the first halfnine months of fiscal 2008 decreased 18.6%12.7% to $371$583 from $456$668 for the same period in the prior year mainly as a result of costs related to the commercialization of our pharmacokinetics and pharmacodynamics services being considered as cost of services; whereas in the first quarter of the prior fiscal year, they were considered research and development expenses.
 
General and administrative expenses for the sixnine months ended March 31,June 30, 2008 increased 28.7%11.2% to $4,502$5,624 from $3,497$5,060 for the prior year period. The increase is mainly due to the following: 1) expenses for attracting and hiring new management personnel in our Baltimore and UK facilities;facility; 2) an increase in stock compensation expense with the new option grants to executive officers in the first quarter of fiscal 2008; 3) higher legal and other professional consulting costs; 4) an increase in building rent expense for our new UK facility; and 4)5) increased spending for computer infrastructure and supplies.travel related expenses.
 
Income Taxes
 
Our effective tax rate for the sixnine months ended March 31,June 30, 2008 was 623.8%49.8% compared to 7.9% used33.6% for the prior year period. The main differences aredifference stems from taxes on domestic income from which we could not deduct the current loss from our UK facility.
Discontinued Operations
On June 30, 2008, we sold the operating assets of our Baltimore Clinical Pharmacology Research Unit (“CPRU”) to Algorithme Pharma USA Inc. ("AP USA") and Algorithme Pharma Holdings Inc. ("Algorithme") for a cash payment of $850 and the assumption of certain liabilities related to the CPRU. As a result, of having taxable incomewe have exited the market for state taxesPhase I first-in-human clinical studies. We remain contingently liable for $800 annually through 2015 for future financial obligations under the CPRU facility lease. For further detail, see Note 5 to the condensed consolidated financial statements included in some states, even though experiencing a consolidated lossthis report and exhibits 2.1 and 10.1 to the current report on Form 8-K filed on July 7, 2008.
Accordingly, in the first halfcondensed consolidated statements of operations and cash flows, we have segregated the results of the CPRU as discontinued operations for the current and prior fiscal 2008 versus a tax benefit inperiods. The loss from discontinued operations reflects the same periodresults of operations of the CPRU through the sale date. The remaining estimated cash expenditures related to this unit are recorded as current liabilities of discontinued operations, since they are expected to be paid within the current fiscal 2007 dueyear. These expenditures relate mostly to domestic losses and the usenormal operating expenses. The current assets of tax loss carryforwardsdiscontinued operations relate mostly to offset foreign earnings.outstanding customer receivables for completed clinical trials.

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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, 2008, we had cash and cash equivalents of $465,$1,045, compared to cash and cash equivalents of $2,837 at September 30, 2007.
 
Net cash provided by continuing operating activities was $581$4,082 for the sixnine months ended March 31,June 30, 2008 compared to $357$3,411 for the sixnine months ended March 31,June 30, 2007. This increase was partially dueIn addition to non-cash charges for employee stock compensation expense. Refundableincreased earnings from continuing operations, deferred income taxes also added toa $773 resulting from the change with a $531 decrease, mainly due to the receipt of federal tax refunds during the current fiscal year. Further, the operating cash flow for the six months ended March 31, 2007 was impacted negatively by $653 for assets reclassified as held for sale.provision on our domestic income from continuing operations. The impact on operating cash flow of other changes in working capital was not material.
 
Investing activities used $1,321$1,281 in the first halfnine months of fiscal 2008 mainly due to capital expenditures. Our principal investments were for laboratory equipment replacements and upgrades in our West Lafayette, Oregon and UK facilities, new building improvements in the UK as we preparerelated to relocaterelocating to new space, a building conversionconstruction costs in our Evansville facility to increase the available spaceconvert an area for toxicology analysishigher revenue studies and general building and computerinformation technology infrastructure expenditures at all sites.
 
Financing activities used $1,603$2,565 as compared to $691$892 used for the first half of fiscal 2008 and 2007, respectively.2007. The main use of cash in fiscal 2008 was to repay the balance of our subordinated debt, approximately $4,500, as well as other long term debt and capital lease payments of $431,$744, partially offset by $1,400 borrowed from Regions Bank in a new loan agreement described more fully belowof long-term debt and $1,915$1,244 net borrowedborrowings from our line of credit.
Since the acquisition of the Baltimore clinic in fiscal 2003, we have consistently experienced negative cash flows from that operation. With the sale of that operation on June 30, 2008, we have eliminated a significant drain on operating cash flows, which should result in improved future liquidity. During the nine months ended June 30, 2008, cash used in operating activities for discontinued operations of $2,709 is mainly from the loss on operations and the loss on disposal. The $668 provided by investing activities for discontinued operations during the nine months of fiscal 2008 is mainly due to the $850 of cash proceeds from the disposal slightly offset by capital expenditures.
 
Capital Resources
 
We amended our revolving credit facility 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 $9,400. 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 theseour credit agreements, we have 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 agreements. These credit agreements contain cross-default provisions. Further details of each debt issue are discussed in our Annual Report on Form 10-K for the year ended September 30, 2007.
 
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. Monthly payments are $12 plus interest. The loan is collateralized by real estate at the Company’s West Lafayette and Evansville, Indiana locations. Regions holds an additional $8,000 of mortgages on these facilities. A portion of the $1,400 loan was used to repay our subordinated debt of approximately $4,500 during the first quarter of the current fiscal year while existing cash on hand made up the balance of the payment.
 
The covenants in our revolving 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 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 March 31,June 30, 2008.

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Based on our current business activities and cash on hand after the subordinated debt paydown of $4,500 in the first quarter of the current fiscal year, we expect to continue to borrow on our revolving credit facility to finance working capital and capital expenditure requirements. At March 31,June 30, 2008, we had a balance on our line of credit of $1,915$1,244 with approximately $3,942$3,400 available to borrow and $465$1,045 of cash on hand.
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ITEM 4T - CONTROLS AND PROCEDURES
 
Based on their most recent evaluation, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of March 31,June 30, 2008 to ensure that information required to be disclosed 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 werewas no significant changeschange in our internal controls over financial reporting that occurred during the fiscal quarter ended June 30, 2008 that has materially affected or other factors that could significantlyis reasonably likely to materially affect those controls subsequent to the date of their evaluation, which was completed as of March 31, 2008..

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PART II
 
ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 20, 2008, the Annual Meeting of Shareholders of BASi was held at the principal executive offices of BASi. The Shareholders voted on the following five proposals:
  Votes For 
Votes
Against
 
Votes
Abstaining
 
1) Proposal for Re-election of all five directors of BASi to serve for a one-year term:       
William E. Baitinger  3,011,432  1,730,605  172,222 
           
Larry S. Boulet  4,512,216  229,821  172,222 
           
David W. Crabb  2,951,424  1,790,613  172,222 
           
Leslie B. Daniels  3,038,239  1,703,798  172,222 
           
Richard M. Shepperd  3,725,030  1,017,007  172,222 
           
2) Proposal for the grant of non-qualified stock options to Richard M. Shepperd  3,072,664  429,941  22,396 
           
3) Proposal for the grant of non-qualified stock options to Michael R. Cox  1,264,245  2,238,182  22,574 
           
4) Proposal for the grant of non-qualified stock options to Edward M. Chait  1,248,754  2,254,350  21,897 
           
5) Proposal for the adoption of the 2008 Stock Option Plan  1,817,588  1,686,311  21,102 

Based on the Shareholders’ votes, proposals No. 1, 2 and 5 were approved.
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ITEM 6 - EXHIBITS

(a) Exhibits:

Number
  
Description of Exhibits
  
Description of Exhibits
      
(3)(2)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).2.1 Asset Purchase Agreement, dated June 30, 2008, by and among Bioanalytical Systems, Inc., BASi Maryland, Inc., Algorithme Pharma USA Inc. and Algorithme Pharma Holdings Inc (incorporated by reference to Exhibit 2.1 of Form 8-K filed July 7, 2008).
   
(3)3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended December 31, 1997).
      
3.2 Second Amended and Restated Bylaws of Bioanalytical Systems, Inc., as subsequently amended (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended March 31, 2007).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).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 Option Agreement by and among Bioanalytical Systems, Inc. and Richard M. Shepperd, entered into on May 18, 2007 (incorporated by reference to Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2007).10.1 Assignment and Assumption of Office Lease, dated June 30, 2008, between Bioanalytical Systems, Inc. and AP USA Algorithme Pharma USA Inc (incorporated by reference to Exhibit 10.1 of Form 8-K filed July 7, 2008).
      
10.2 Bioanalytical Systems, Inc. 2008 Director and Employee Stock Option Plan (incorporated by reference to Appendix A to the Revised Definitive Proxy Statement filed February 5, 2008, SEC File No. 000-23357).
   
(31)31.1 Certification of Richard M. Shepperd (filed herewith).31.1 Certification of Richard M. Shepperd (filed herewith).
      
31.2 Certification of Michael R. Cox (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).
 
32.1 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).
 
   
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: May 15,August 14, 2008By:  /s//s/ Richard M. Shepperd
 
Richard M. Shepperd
President and Chief Executive Officer
  
Date: May 15,August 14, 2008By:  /s//s/ Michael R. Cox
 
Michael R. Cox
Vice President, Finance and Administration, Chief Financial Officer and Treasurer

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