We are now well into fiscal 2006 and are seeing a continuing trend changing our client mix. The small discovery companies are holding on to their creativity much longer than before and thus moving into the pharmaceutical development space that is our focus. This trend creates significant excitement as we partner with young, innovative life science companies who need our expertise and services to assure their success. These companies will join with large pharma to become primary innovators for our industry. The BASi mouse-to-man strategy for products and services provides real value to such clients, many of whom do not invest in the people and facilities to support regulated laboratory data acquisition in pharmacokinetics, pharmacodynamics and toxicology.
BASiNOW
We are a drug development firm providing contract research services and unique products for the pharmaceutical, biotechnology and medical device industries. We are also a leading manufacturer of specialized instrumentation and accessories for in vivo sampling, liquid chromatography, veterinary medicine and electrochemistry. BASi services and products are used in drug metabolism research, pharmacokinetic studies, pharmacology, toxicology, pharmaceutical product analysis, stability program support and veterinary health. The company has laboratories in the USA and UK and a partner laboratory in France. Bioanalytical chemistry using the latest mass spectrometry and robotics is one specialty across the corporation.
We have contributed substantially to the development of drugs and solutions for central nervous system disorders such as depression, bipolar disorders, schizophrenia, and Alzheimer's and Parkinson's diseases. Our research laboratories and instruments have played a significant role in finding new antibiotics and therapies for HIV, sleep disorders, cardiovascular irregularities, osteoporosis, erectile dysfunction, diabetes, influenza, cancer, pain management and controlling cholesterol.
We serve a large proportion of the world's top pharmaceutical and biotechnology companies, along with many smaller entities and the academic community. With over 300,000 square feet of research laboratory space, contract services now represent 78% of BASi revenues.
BASi IN THEFUTURE
Our focus is on the years to come. BASi is involved in new biomedical ventures that mankind has never attempted before. In 2002 there were more than 2000 experimental drugs in clinical trials and over 3000 new molecules had moved from discovery into preclinical development, but only 17 distinctly new drugs were approved by the FDA. The Pharmaceutical Manufacturers Association tells us that it takes 12 years on average for an experimental drug to travel from lab to medicine chest. At best, only five in 5000 compounds that enter preclinical testing will get as far as human testing, and only one of those five will be approved.
BASi focuses on developing services and designing products that facilitate carrying out research studies more precisely, more accurately and more quickly.
The total market for BASi products and services is currently estimated to be over $2 billion annually. Potential major new clients have said they are looking for outsourcing partners physically closer to their own R&D facilities to reduce travel costs and liabilities. BASi is now very well positioned, both geographically and scientifically.
What does all this mean to BASi? It means that opportunities for the company's products and services are greater than ever. It means that pharmaceutical and biotech companies have more and stronger reasons to outsource work to CROs such as BASi, and to buy and use the company's epsilon™, Empis® and Culex® products for research and development.
MANAGEMENTTEAM
| Peter T. Kissinger, Ph.D., Chairman and CEO, founded BASi in 1974 as an outgrowth of his basic research monitoring neurotransmitters and metabolites in living systems. Dr. Kissinger is driven by the idea that better science will result in better health and, ultimately, in better earnings for our shareholders. Earnings fuel the cycle.
Michael R. Cox, Vice President-Finance, CFO and Treasurer Since joining BASi in 2004, he has significantly upgraded the company's financial infrastructure and accounting systems.
Ronald E. Shoup, Ph.D., Chief Operating Officer–Contract Research Services, directs contract research operations at all five of the company's sites.
Edward M. Chait, Ph.D., Executive Vice President and Chief Scientific Officer joined BASi in 2005. Along with his many other responsibilities, Dr. Chait currently oversees the BASi Sales and Marketing Departments. | | ![](https://capedge.com/proxy/10-K/0000927946-06-000006/pete.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/cox.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/ron.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/ed.jpg) |
| Candice Kissinger, Senior Vice President and Director of Research, currently devotes her time to product R/D and managing in vivo products and preclinical ADME services, principally the Culex® Automated Pharmacology System.
Michael P. Silvon, Ph.D., Vice President-Planning and Development has responsibility for mergers, acquisitions and investor relations, as well as overseeing the Vetronics Division.
Craig S. Bruntlett, Ph.D., Senior Vice President-Sales Development has been the company's Director of Development of Electrochemical Instruments, then Vice President-Electrochemical Products, and Senior Vice President-International Sales.
Lina Reeves-Kerner, Vice President-Human Resources is responsible for all the administrative functions of the company, including human resources and community relations, along with overseeing facilities management, manufacturing, security and safety. | | ![](https://capedge.com/proxy/10-K/0000927946-06-000006/cbk.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/silvon.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/csb.jpg)
![](https://capedge.com/proxy/10-K/0000927946-06-000006/lina.jpg) |
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SELECTEDCONSOLIDATEDFINANCIALDATA
| YEAR ENDED SEPTEMBER 30,
|
---|
| 2005
| 2004
| 2003
| 2002
| 2001
|
---|
| (in thousands, except per share data) |
---|
STATEMENT OF OPERATIONS DATA: | | | | | | | | | | | | | | | | | |
|
Service revenue | | | $ | 32,951 | | $ | 24,928 | | $ | 19,987 | | $ | 16,140 | | $ | 15,202 | |
Product revenue | | | | 9,444 | | | 12,224 | | | 9,852 | | | 10,373 | | | 10,073 | |
|
| |
|
Total revenue | | | | 42,395 | | | 37,152 | | | 29,839 | | | 26,513 | | | 25,275 | |
|
| |
|
Cost of service revenue | | | | 23,589 | | | 21,348 | | | 15,625 | | | 11,556 | | | 9,660 | |
Cost of product revenue | | | | 3,462 | | | 4,270 | | | 3,804 | | | 4,393 | | | 3,495 | |
|
| |
|
Total cost of revenue | | | | 27,051 | | | 25,618 | | | 19,429 | | | 15,949 | | | 13,155 | |
|
| |
|
Gross profit | | | | 15,344 | | | 11,534 | | | 10,410 | | | 10,564 | | | 12,120 | |
|
| |
|
Operating expenses: | | |
Selling | | | | 2,592 | | | 2,703 | | | 2,853 | | | 2,940 | | | 3,204 | |
Research and development | | | | 1,326 | | | 1,100 | | | 1,327 | | | 1,521 | | | 1,611 | |
General and administrative | | | | 10,166 | | | 7,505 | | | 5,067 | | | 4,476 | | | 3,815 | |
|
| |
|
Total operating expenses | | | | 14,084 | | | 11,308 | | | 9,247 | | | 8,937 | | | 8,630 | |
|
| |
|
Operating income (loss) | | | | 1,260 | | | 226 | | | 1,163 | | | 1,627 | | | 3,490 | |
Other (expense), net | | | | (969 | ) | | (833 | ) | | (592 | ) | | (80 | ) | | (383 | ) |
|
| |
Income (loss) before income taxes | | | | 291 | | | (607 | ) | | 571 | | | 1,547 | | | 3,107 | |
Income taxes (benefit) | | | | 392 | | | (404 | ) | | 484 | | | 481 | | | 1,340 | |
|
| |
|
Net income (loss) | | | $ | (101 | ) | $ | (203 | ) | $ | 87 | | $ | 1,066 | | $ | 1,767 | |
|
| |
|
Net income (loss) per share: | | |
Basic | | | $ | (0.02 | ) | $ | (0.04 | ) | $ | .02 | | $ | .23 | | $ | .39 | |
Diluted | | | $ | (0.02 | ) | $ | (0.04 | ) | $ | .02 | | $ | .23 | | $ | .38 | |
Weighted average common | | |
shares outstanding: | | |
Basic | | | | 4,870 | | | 4,860 | | | 4,655 | | | 4,576 | | | 4,565 | |
Diluted | | | | 4,870 | | | 4,860 | | | 4,673 | | | 4,625 | | | 4,600 | |
|
|
| SEPTEMBER 30,
|
---|
| 2005
| 2004
| 2003
| 2002
| 2001
|
---|
| (in thousands) (unaudited) |
---|
BALANCE SHEET DATA: | | |
|
Working capital (deficit) | | | $ | 4,671 | | $ | (495 | ) | $ | (295 | ) | $ | (911 | ) | $ | 2,535 | |
Property and equipment, net | | | | 26,565 | | | 31,901 | | | 31,172 | | | 22,824 | | | 18,922 | |
Goodwill and other | | | | 3,600 | | | 3,936 | | | 3,762 | | | 884 | | | 963 | |
intangible assets, net | | |
Total assets | | | | 47,838 | | | 46,795 | | | 44,985 | | | 33,463 | | | 27,977 | |
Long-term debt, less | | | | 8,579 | | | 8,893 | | | 6,949 | | | 3,247 | | | 3,144 | |
current portion | | |
Subordinated debt, less | | | | 4,829 | | | 5,188 | | | 5,188 | | | — | | | — | |
current portion | | |
Shareholder's equity | | | | 19,598 | | | 19,420 | | | 19,726 | | | 18,898 | | | 17,830 | |
The above is selected unaudited consolidated financial data of the Company for the five years ended September 30, 2005. This annual report has been produced in two separate segments. One segment is a reprint of the BASi 10-K for fiscal year 2005 which is enclosed. In the event the 10-K information has been separated, it can be obtained from the SEC or BASI web sites, or we would be pleased to mail or email a copy at your request.
QUARTERLYFINANCIALDATA
| UNAUDITED (AMOUNTS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) |
FOR THE QUARTER ENDED IN FISCAL 2005
| DECEMBER 31 | MARCH 31 | JUNE 30 | SEPTEMBER 30 |
---|
|
Total revenue | | | $ | 9,694 | | $ | 9,139 | | $ | 11,304 | | $ | 12,259 | |
|
Gross profit | | | | 3,627 | | | 2,426 | | | 5,026 | | | 4,265 | |
|
Net income (loss) | | | | 404 | | | (896 | ) | | 356 | | | 36 | |
|
Basic net income (loss) per common share outstanding(1) | | | | .08 | | | (.18 | ) | | .07 | | | .01 | |
|
Diluted net income (loss) per common share outstanding(1) | | | | .08 | | | (.18 | ) | | .07 | | | .01 | |
|
|
FOR THE QUARTER ENDED IN FISCAL 2004 |
|
| DECEMBER 31 | MARCH 31 | JUNE 30 | SEPTEMBER 30 |
---|
|
Total revenue | | | $ | 8,777 | | $ | 8,650 | | $ | 10,632 | | $ | 9,094 | |
|
Gross profit | | | | 2,635 | | | 2,204 | | | 4,224 | | | 2,472 | |
|
Net income (loss) | | | | (130 | ) | | (503 | ) | | 635 | | | (205 | ) |
|
Basic net income (loss) per common share outstanding(1) | | | | (.03 | ) | | (.10 | ) | | .13 | | | (.04 | ) |
|
Diluted net income (loss) per common share outstanding(1) | | | | (.03 | ) | | (.10 | ) | | .13 | | | (.04 | ) |
(1) The sum of the net income per common share may not equal the annual net income per share due to interim quarter rounding.
11
BOARD OF DIRECTORS
Peter T. Kissinger, Ph.D. Chairman and Chief Executive Officer
Candice B. Kissinger Senior Vice President and Research Director Corporate Secretary
William E. Baitinger* Special Assistant to the Vice President for Research Purdue University
Leslie B. Daniels* Principal CAI Advisors & Co., LLP
David W. Crabb, M.D. Chairman Indiana University Department of Medicine
Gayl W. Doster* Chair, Joint Task Force on Regulation Indiana CPA Society
* Audit Committee Member | | ANNUAL MEETING OF SHAREHOLDERS February 16, 2006 BASi Corporate Center West Lafayette, Indiana
AUDITORS KPMG LLP Indianapolis, Indiana
TRANSFER AGENT Corporate Trust Department National City Bank 1900 East 9th Street Cleveland, Ohio 44114
COMMON SHARES Bioanalytical Systems, Inc. common shares are traded on the NASDAQ National Market under the symbol BASI.
The following table sets forth by calendar quarter the high and low sales prices of the common shares on the NASDAQ National Market System. The approximate number of holders of common shares is 2,700.
Fiscal 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
2005 High 6.69 10.37 10.35 6.84 Low 4.56 4.70 5.19 5.25
2004 High 4.71 5.05 4.75 5.99 Low 3.75 3.80 3.79 3.90
The Company has not paid any cash dividends on its common shares for the three most recent fiscal years. The Company has no intention to pay cash dividends in the foreseeable future.
INQUIRIES A copy of the Company's 2005 Form 10-K Annual Report filed with the Securities and Exchange Commission is available without charge upon written request, and by visiting www.bioanalytical.com/invest/annual.html. Media inquiries and requests for the 10-K and investor's kits should be directed to:
Corporate Communications Director, Corporate Center 2701 Kent Avenue, West Lafayette, IN 47906 USA
Inquiries from shareholders, security analysts, portfolio managers, registered representatives and other interested parties should be directed to:
BASi Investor Relations, NASDAQ: BASI phone 765-463-4527, fax 765-497-1102, basi@bioanalytical.com, www.bioanalytical.com |