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BioSyent Inc. — Management Reports 2023
Mar 21, 2023
43507_rns_2023-03-21_7167b83b-5323-42dc-83b6-287ef9fc5dca.pdf
Management Reports
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BioSyent Inc. Management’s Discussion and Analysis
For the years ended December 31, 2022 and 2021
March 21, 2023
Corporate Office Suite 402 2476 Argentia Road Mississauga, Ontario, L5N 6M1 Canada Telephone 905.206.0013 Facsimile 905.206.1413 Email: [email protected] Web: www.biosyent.com
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Table of Contents
| 1 | Introduction |
|---|---|
| 1 | Forward-Looking Statements |
| 1 | Accounting Estimates and Accounting Policies |
| 1 | Non-IFRS Financial Measures |
| 2 | Overview, Vision, Strategy, and Products |
| 2 | Overview |
| 2 | BioSyent’s Vision |
| 2 | BioSyent’s Strategy |
| 4 | Pharmaceutical Business |
| 6 | Pharmaceutical Product Cycle |
| 6 | Pharmaceutical Product Pipeline |
| 6 | Pharmaceutical Business Structure |
| 7 | Legacy Business |
| 8 | New Capabilities and Awards |
| 9 | Key Performance Measures |
| 10 | Results of Operations for the three and twelve months ended December 31, 2022 and 2021 |
| 10 | Sales |
| 11 | Expenses |
| 13 | Net Income After Taxes (NIAT) |
| 15 | Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) |
| 16 | Earnings per Share (EPS) |
| 16 | Financial Resources and Liquidity |
| 18 | Risk Management |
| 22 | Disclosure of Outstanding Share Data |
| 23 | Commitments |
| 23 | Ofce Leases |
| 23 | Purchase Commitments |
| 23 | Disclosure Controls |
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BioSyent
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
24 Investor Relations Activities
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24 Related Party Transactions
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24 Key Management Personnel Compensation
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24 Transactions with Directors
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24 Legal Proceedings
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
c
Introduction
The following discussion of BioSyent Inc.’s (“ BioSyent ” or the “ Company ”) operations, performance and financial condition is based on the Company’s audited consolidated financial statements for the years ended December 31, 2022 and December 31, 2021 (“ Consolidated Financial Statements ”), which were prepared in accordance with International Financial Reporting Standards
(“ IFRS ”). The discussion of financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, including the notes thereto. Additional information relating to the Company, including the Consolidated Financial Statements and the accompanying notes can be found at www.sedar.com.
Forward-Looking Statements
This management’s discussion and analysis (“ MD&A ”) contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements”). These forward-looking statements relate to, among other things, revenue, earnings, changes in costs and expenses, capital expenditures as well as changes in other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forwardlooking statements. These statements are not historical facts, but instead represent only BioSyent’s expectations, estimates, and projections regarding future events.
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and
uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks, and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results for years ended December 31, 2022 and December 31, 2021 and in BioSyent’s annual and interim financial statements and the notes thereto. These documents are available at www.sedar.com.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, BioSyent does not undertake any obligation to update or revise any forwardlooking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
Accounting Estimates and Accounting Policies
The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.
The preparation of the Company’s Consolidated Financial Statements requires management to make critical judgments, estimates, and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. On an ongoing basis, management evaluates its judgments, estimates, and assumptions using historical experience and various other factors it believes to be reasonable under the given circumstances. In the future, actual experience may differ from these estimates and assumptions.
BioSyent’s significant accounting judgments and estimates include recoverability of asset carrying values, impairment of trade and other receivables, income taxes, the future useful lives and residual values of equipment, the useful lives of intangible assets, the fair value of share-based payments, the value of inventory, determination of the transaction price in revenue recognition, and determination of the incremental borrowing rate and lease term in leases. For a more detailed discussion of changes to the Company’s critical accounting estimates, please refer to Note 4 of the Consolidated Financial Statements for the year ended December 31, 2022.
Non-IFRS Financial Measures
This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are unlikely to be comparable to similar measures presented by other companies. When used, these measures are defined in such terms as to allow the reconciliation to the closest IFRS measure. These measures are provided as additional information to complement those IFRS measures by providing a further understanding of the Company’s results of operations from management’s perspective.
Accordingly, these measures should not be considered in isolation nor as a substitute for analyses of the Company’s financial information reported under IFRS. Management uses non-IFRS measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (“ EBITDA ”) and Compound Annual Growth Rate (“ CAGR ”) to provide investors with supplemental measures of the Company’s operating performance and thus highlight trends in the Company’s core business that may not otherwise be apparent when relying solely on IFRS financial measures. Management also believes that securities analysts, investors, and
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
1
other interested parties frequently use non-IFRS measures in the evaluation of issuers. Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets, and to assess the Company’s ability to meet future debt service, capital
expenditure, and working capital requirements. The definition and a reconciliation of EBITDA, as used and presented by the Company, to the most directly comparable IFRS measures follows later in this MD&A.
Overview, Vision, Strategy, and Products
Overview
BioSyent is a publicly traded specialty pharmaceutical company which, through its wholly owned subsidiaries, BioSyent Pharma Inc. (“ BioSyent Pharma ”) and BioSyent Pharma International Inc., sources, acquires or in-licences and further develops pharmaceutical and other healthcare products for sale in Canada and certain international markets. Hedley Technologies Ltd. and
Hedley Technologies (USA) Inc., also wholly owned subsidiaries of BioSyent, operate the Company’s legacy business, marketing biologically and health friendly non-chemical insecticides (the “ Legacy Business ”). BioSyent’s issued and outstanding common shares (the “ Common Shares ”) are listed for trading on the TSX Venture Exchange under the symbol “RX”.
BioSyent’s Vision
BioSyent’s vision is to be the leading independent Canadian provider of innovative healthcare products.
BioSyent’s Strategy
BioSyent’s strategic focus is on commercializing innovative products with recognizable brand equity sourced through international partnerships. These products are unique due to manufacturing complexities, novel technologies, therapeutic advantages and strong, defendable intellectual property rights. The Company works with and supports healthcare practitioners in improving patient lives.
The Company completed its most recent strategic review during 2021 with specific strategic objectives established for the period ending in 2025. The Company reviews its strategy and performance against its strategic objectives on an ongoing basis.
BioSyent’s strategy has three components:
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Growth (Revenue and Profit);
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Diversification; and
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Corporate Longevity.
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These three strategic components are prioritized in any investment and capital allocation decisions made by the Company, including any decision to return capital to shareholders through the payment of dividends or through share buybacks.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
2
Growth:
The Company uses various means of achieving its revenue growth objectives while reducing risk in the marketplace. The Company adopts an accelerating investment approach in promoting its products in the marketplace by balancing its investment behind brands with brand revenue and growth and by segmenting the market into immediate and long-term growth opportunities. It pursues possible reimbursement avenues for its products in both the private and public sectors. The Company employs a salesforce of qualified sales professionals across Canada with experience in pharmaceutical detailing to healthcare practitioners and hospitals. The Company supports its salesforce by using various marketing techniques throughout the product life cycle, as it deems appropriate, including healthcare practitioner detailing, direct to patient information through various media, product differentiation materials, and expansion of patient and healthcare practitioner support services to increase awareness of product efficacy and safety.
Diversification:
BioSyent has developed sourcing arrangements with partners from around the world. The Company’s flexible format does not limit the scope of diversification opportunities it considers for both new and existing products or sales channels.
The Company generally seeks long-term buy-sell agreements or in-licensing arrangements with or without royalties or payments linked to milestone events such as regulatory approvals or reimbursement by formularies.
The Company exercises diligence when sourcing new products. Some of the steps in this process involve financial modeling, comparison against investment criteria benchmarks and financial metrics, reviewing market data and market trends, interviewing key healthcare practitioners or medical advisory boards and obtaining opinions on reimbursement possibilities with payers. BioSyent evaluates all new product opportunities against specific financial benchmarks with the objective of acquiring or in-licensing quality assets which will provide a long-term return that is consistent with or supportive of the Company’s existing product portfolio.
Corporate Longevity:
On an aggregate basis, the Company manages its product portfolio to maintain specific annual and long-term financial ratios, including revenue and profit CAGR and Return on Equity, in order to achieve its strategic objectives. The Company maintains a discipline in acquiring or in-licensing new products which are accretive in terms of both sales and profitability over the long-term.
This strategy allows the Company to market these products as brands it owns or licenses. By virtue of its strong growth record, the Company is able to attract partners for new products that have niche positioning.
Evolution of Strategy
BioSyent considers opportunities based on its strategic objectives. From time to time, the Company may acquire or in-license opportunities in late-stage development with which it, or its partners, have significant prior experience. Such experience and competency of the Company and its partners give the Company the ability to gauge risk in some depth. The Company may also seek in-licensing opportunities for new products launched in countries outside of Canada that require additional research and development work before being launched in the Canadian market. The Company considers opportunities where there is a high probability that additional research and development work is likely to extend the lifecycle of portfolio products. Such studies might include in vitro or in vivo studies (including bio-equivalency studies, efficacy studies, or safety studies).
Ultimately, BioSyent is focused on products which can deliver superior growth and return on investment. As well as acquiring or in-licensing such products, as part of BioSyent’s ongoing evaluation of its product portfolio, BioSyent may also discontinue the sale of certain products in order to maintain its strategic focus and resource allocation on growth opportunities.
Once the Company has decided to proceed with a new product opportunity, it acquires or licenses exclusive Canadian and/or international market rights to that product. After the acquisition or in-licensing of the product, the Company manages the product through the regulatory and product registration process and, once approved, commercializes the product in Canada and/or international markets.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
3
Pharmaceutical Business
FeraMAX[®] 150
In keeping with its strategy, the Company, through BioSyent Pharma, launched FeraMAX[® ] 150 to the Canadian healthcare market in 2007. FeraMAX[®] 150
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is also distributed in several markets outside of Canada. FeraMAX[®] 150 is an oral hematinic indicated for the prevention and treatment of iron deficiency anaemia. This non-ionic polysaccharide-iron complex formulation reduces adverse side effects common with other iron formulations. In 2015, the Company developed and launched a Certified Vegan formulation of FeraMAX[®] 150. In 2016, the Company developed a 100 mg formulation of FeraMAX[®] capsules (“FeraMAX[®] 100”) for distribution in certain markets outside of Canada.
FeraMAX[®] 150 was replaced by Feramax[®] Pd Therapeutic 150 at Canadian pharmacies starting in November 2020.
Feramax[®] Pd Therapeutic 150
In November 2020, BioSyent Pharma Inc. launched Feramax[®] Pd Therapeutic 150 in Canada, the first product launched under the trusted Feramax[®] brand
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using a new patented delivery
system for the treatment of iron deficiency anemia based on a Polydextrose Iron Complex (“PDIC”) formulation. Feramax[®] Pd Therapeutic 150 in both a 30 capsule-count carton or a 100 capsule-count bottle replaced FeraMAX[®] 150 at Canadian pharmacies. Feramax[®] Pd Therapeutic 150 is Vegan Certified and is also recognized by the Society of Obstetricians and Gynaecologists of Canada.
Cathejell[®]
In July 2011, BioSyent Pharma received marketing approval from Health Canada
2% lidocaine hydrochloride jelly, USP
for Cathejell[®] . Cathejell[®] was in-licensed by BioSyent Pharma from Pharmazeutische Fabrik Montavit. Shipments of Cathejell[®] commenced in May 2012. In April 2017, BioSyent Pharma extended its in-license agreement with Pharmazeutische Fabrik Montavit, giving BioSyent Pharma exclusive Canadian rights to the Cathejell[®] product until March 31, 2024.
Cathejell[®] is an innovative pharmaceutical product that combines a sterile gel with lidocaine in a unique collapsible applicator syringe providing a safe and effective solution for patients to ease the discomfort of a range of medical procedures. Cathejell[®] is indicated for surface anesthesia and lubrication for various procedures including male and female cystoscopies, catheterizations and other endourethral operations, endoscopies, proctoscopies, rectoscopies, and tracheal intubations.
Cathejell[®] can also be used for the symptomatic treatment of pain in connection with cystitis and urethritis. Cathejell[®] has a unique collapsible syringe design with a trauma-free applicator tip that makes it easy to use for healthcare professionals and makes the application of the drug more comfortable for the subject patient.
FeraMAX[®] Powder
In July 2012, BioSyent Pharma received marketing approval from Health Canada for its unique
oral iron supplement FeraMAX[®] Powder. FeraMAX[®] Powder is the only oral iron product available in Canada in a dissolvable powder and comes in pleasant tasting grape and raspberry flavoured crystals, which can be conveniently dosed by diluting them in water or mixing them with soft foods. This innovative product is based upon the same non-ionic polysaccharide-iron complex technology found in FeraMAX[® ] 150.
Other oral iron products made from common ferrous salts intended for infants and children either have an unpleasant heavy metallic taste which deters patient compliance, or they come in formulations containing alcohol which healthcare professionals and caregivers prefer to avoid. The Canadian market launch of FeraMAX[®] Powder in May 2013 was the global introduction of this product and provides BioSyent Pharma with a unique offering for international marketing partners. The Company has also launched the product in several international markets through distribution agreements.
FeraMAX[®] Powder was replaced by Feramax[®] Pd Powder 15 at Canadian pharmacies starting in October 2021.
Feramax[®] Pd Powder 15
In October 2021, BioSyent Pharma Inc. launched Feramax[®] Pd Powder 15 in Canada, the second product using the patented PDIC formulation. Feramax[®] Pd Powder 15, which
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is Vegan Certified, replaced FeraMAX[®] Powder at Canadian pharmacies.
RepaGyn[®]
® In October 2013, the Company signed an exclusive Canadian Licensing and Distribution
Agreement with Farma-Derma s.r.l. (the “ RepaGyn
Agreement ”). Pursuant to the RepaGyn Agreement, the
Company distributes a women’s health product, RepaGyn[®] , which is an innovative vaginal suppository that has received approval from Health Canada. RepaGyn[®] helps relieve dryness and promotes healing of the vaginal mucosa. It is also recommended in situations where tissue repair is required after invasive vaginal surgeries and biopsy procedures. RepaGyn[®] vaginal suppositories can be used with or without local hormone therapy.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
4
RepaGyn[®] is formulated with sodium hyaluronate, a naturally occurring compound, and offers a hormone-free treatment alternative proven to deliver symptom relief, restoration of pH balance and tissue repair all in one ovule.
RepaGyn[®] is supported by clinical evidence of both efficacy and symptom relief and has been recommended by doctors and successfully used by women in several European countries including Italy, France, Belgium, Switzerland, Denmark and Poland for over 10 years under the brand names Cicatridine[®] , Cicatridina[®] , Cikatridina[®] , and Repadina[®] .
Proktis-M[®]
In March 2014, the Company entered into an in-licensing Rectal Suppositories Sodium Hyaluronate agreement for exclusive marketing and distribution rights in Canada of Proktis-M[®] rectal suppositories with Farma-Derma s.r.l. Proktis-M[®] rectal suppositories are designed to help the healing of the anus and rectum. Proktis-M[®] rectal suppositories, which were launched by the Company in November 2014, have been studied and tested in conditions such as operated severe internal hemorrhoids, anal fissures, and prevention of radiation-induced proctitis.
Proktis-M[®] rectal suppositories are formulated with sodium hyaluronate, a naturally occurring compound, and offer a temporary matrix to facilitate cell proliferation which enhances wound healing. Proktis-M[®] rectal suppositories can be used on their own or in combination with other products. Proktis-M[®] rectal suppositories are supported by clinical evidence and have been successfully used to treat men and women in several European countries.
Tibella[®]
In November 2016, the Company signed an exclusive License and Supply Agreement with a European partner for a prescription product in the women’s health therapeutic area for the Canadian market – Tibella[®] . Tibella[®] is a hormone replacement therapy (“HRT”) consisting of tibolone. Tibella[® ] is indicated for the short-term treatment of vasomotor symptoms due to estrogen deficiency in postmenopausal women, more than one year after menopause. Though new to the Canadian market, this product has been successfully marketed in Europe for over 30 years and is also approved and marketed in other countries around the world. The Company received regulatory approval from Health Canada for Tibella[®] in May 2019 and launched the product to the Canadian market in July 2020.
Combogesic[®]
In November 2019, the Company signed a License and Exclusive Supply Agreement with AFT Pharmaceuticals Ltd for a portfolio of pain management products for the Canadian market. These products will be marketed in Canada under the Combogesic[®] trademark. Combogesic[® ] combines two well-known and effective medicines, acetaminophen and ibuprofen, in a single form that has been demonstrated to synergistically provide pain relief. Health Canada approved the first form of Combogesic[® ] in 2019. The Company launched Combogesic[®] to the Canadian market in December 2020.
New Women’s Health Product
In October 2020, BioSyent Pharma Inc. signed an exclusive License and Supply Agreement with a European partner for a new women’s health product for the Canadian market. The product has been approved for sale in Canada, the U.S.A., Europe and in several other markets around the world. Canadian product launch preparations for this product are currently underway.
Feramax[® ] Pd Maintenance 45
Feramax[®] Pd Maintenance 45 was introduced to the Canadian market in March 2023. This is the third and newest Feramax[®] Pd product developed by the Company based on the patented PDIC platform. Feramax[®] Pd Maintenance 45 is a chewable, orange-flavoured iron supplement containing 45 mg of elemental iron as well as 75 mg of vitamin C and 1,000 mcg of vitamin B12. Feramax[®] Pd Maintenance 45 enhances the Company’s line of Feramax[®] Pd products for the management of iron health, offering patients an innovative solution to maintaining healthy iron levels.
New Oncology Supportive Care Product
In December 2022, BioSyent Pharma Inc. signed an exclusive Distribution Agreement with a European partner to acquire an exclusive license to use certain trademarks and to distribute an oncology supportive care product in Canada. The Company is in the process of obtaining the necessary regulatory approvals in order to market this product in Canada.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
5
Pharmaceutical Product Cycle
The Company organizes its product lifecycle into six stages: (i) the in-license stage, (ii) the regulatory stage, (iii) the pre-launch stage, (iv) the launch stage, (v) the growth stage, and (vi) the maturity stage.
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Product Cycle
In-License Regulatory Pre-Launch Launch Growth Maturity
Identify Prepare Dossier Differentiate Field Staff Training Marketing Life Cycle
Due Diligence File with Health Advisory Board Detail HCP’s Investment Management
Negotiate Canada Reimbursement • Combogesic [®] Service HCP’s & • Cathejell [®]
Sign Deal Approval Production • FeraMAX [®] Pd Hospitals • RepaGyn [®]
• New Oncology • New Women’s Maintenance 45 • FeraMAX [®] Pd • Proktis-M [®]
Supportive Care Health Product Therapeutic 150
Product • FeraMAX® Pd
Powder 15
• Tibella [®]
In Market
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The Company currently has three products in the maturity stage (Cathejell[®] , RepaGyn[® ] and Proktis-M[®] ), three products in the growth stage (Feramax[® ] Pd Therapeutic 150, Feramax[® ] Pd Powder 15, and Tibella[®] ), two products in the launch stage (Combogesic[®] and Feramax[®] Pd Maintenance 45), one product in the pre-launch
stage (a New Women’s Health Product), and one product in the regulatory stage (a new Oncology Supportive Care Product). New product acquisition opportunities occur throughout the product lifecycle stages illustrated above.
Pharmaceutical Product Pipeline
The Company is committed to expanding its product portfolio and accelerating its product pipeline with a focus on innovative products that are unique. Although launched in markets outside of
Canada, some of these products may require additional investment before the Company seeks approval from Health Canada for Canadian market.
Pharmaceutical Business Structure
The Company has three pharmaceutical business units: (i) the Community and Women’s Health Business Unit which commercializes pharmaceutical products focused on improving family and women’s health in Canada (the “ Community Business ”); (ii) the Specialty Business Unit which sells pharmaceutical and healthcare products to Canadian hospitals and specialists (the “ Specialty Business ”); and (iii) the International Pharmaceutical Business Unit which sells FeraMAX[®] to markets outside of Canada (the “ International Business ”).
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
6
Pharmaceutical Business
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Community Legacy
& Women’s Specialty International Business
Health
+
Corporate Operations
Finance Information Technology Human Resources
Supply Chain and Logistics Business Development Business Intelligence
Medical and Regulatory Market Access Legal
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These three business units, collectively, the “ Pharmaceutical Business ”, as well as the Legacy Business, are supported by the Company’s Corporate Operations, including the finance, supply chain and logistics, medical and regulatory affairs, information technology, business development, market access, human resources,
business intelligence, and legal functions. As the Company expands its product portfolio into new therapeutic areas, new business units may be established as part of the pharmaceutical business structure as and when considered appropriate.
Legacy Business
Protect-It[®]
The Company continues to manufacture and market Protect-It[®] , a bio-friendly, non-chemical, food-safe grain insecticide. Protect-It[®] was developed through collaborative research between the Cereal Research Centre of Agriculture and Agri-Food Canada. ProtectIt[®] is used as a preventative treatment against insect infestations in stored grains. The Legacy Business provides an additional source cash flows for the Company allowing it to focus on its strategic areas of growth in the Pharmaceutical Business.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
7
New Capabilities and Awards
Feramax[®] #1 for Seventh Consecutive Year
On May 1, 2022, the Company’s Feramax[®] brand was named the #1 Pharmacist and Physician recommended over-the-counter oral iron supplement brand in Canada for the seventh consecutive year (EnsembleIQ Healthcare Group: Pharmacy Practice + Business, The Medical Post, Profession Santé, CanadianHealthcareNetwork.ca, and ProfessionSanté.ca 2022 Survey on OTC Counselling and Recommendations).
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Adoption of Dividend Policy and Initiation of Quarterly Dividends
As the Company continues to allocate capital with a focus on its strategic objectives of revenue and profit growth, portfolio diversification, and corporate longevity, given its track record of profitable growth, capital may also be returned to shareholders through dividends. On August 23, 2022, the Company’s Board of Directors adopted a Dividend Policy and subsequently declared quarterly cash dividends of $0.04 per common share on October 12, 2022 and on February 1, 2023 which were paid to shareholders on December 15, 2022 and March 15, 2023, respectively. The declaration, timing, amount and payment of future dividends remain at the discretion of the Board of Directors in accordance with the Company’s Dividend Policy.
In-Licensing of New Oncology Supportive Care Product
On December 14, 2022, the Company signed an exclusive Distribution Agreement with a European partner to acquire an exclusive license to use certain trademarks and to distribute an oncology supportive care product in Canada. The Company is in the process of obtaining the necessary regulatory approvals in order to market this product in Canada.
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BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
8
Key Performance Measures
Key performance measures for the fourth quarter (“Q4”) and full year (“FY”) ended December 31, 2022 and December 31, 2021
are presented in the tables below along with the preceding three quarters:
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% to Total CAGR % to Total
Key Performance % Change % Change
FY 2022 Company (FY 2020 - Q4 2022 Company Q3 2022 Q2 2022 Q1 2022
Measure vs. FY 2021 vs. Q4 2021
Sales FY 2022) Sales
Canadian Pharma 26,251,843 2% 94% 7,289,023 13% 98% 6,371,751 6,272,185 6,318,884
Sales
International 683,578 -58% 2% 117,791 -63% 2% - - 565,787
Pharma Sales
Legacy Business 989,766 -18% 4% 55,116 -87% 1% 419,220 362,690 152,740
Sales
Total Company 27,925,187 -2% 100% 12% 7,461,930 3% 100% 6,790,971 6,634,875 7,037,411
Sales
Gross Profit 22,857,883 1% 82% 6,193,608 6% 83% 5,609,449 5,464,071 5,590,755
EBITDA 7,432,996 -15% 27% 1,568,032 -41% 21% 1,949,019 1,688,583 2,227,362
NIAT 5,458,345 -13% 20% 20% 1,199,516 -36% 16% 1,453,042 1,217,883 1,587,904
Diluted EPS 0.44 0.09 0.12 0.10 0.13
Net Change in 483,974 910,999 (113,905) 1,054,660 (1,367,780)
Cash, Short term
Investments
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% to Total CAGR % to Total
Key Performance % Change % Change
FY 2021 Company (FY 2019 - Q4 2021 Company Q3 2021 Q2 2021 Q1 2021
Measure vs. FY 2020 vs. Q4 2020
Sales FY 2021) Sales
Canadian Pharma 25,780,275 21% 90% 6,466,381 20% 90% 6,409,809 6,670,322 6,233,763
Sales
International 1,623,723 621% 6% 318,406 462% 4% - 165,038 1,140,279
Pharma Sales
Legacy Business 1,214,220 40% 4% 433,869 58% 6% 280,610 453,894 45,847
Sales
Total Company 28,618,218 28% 100% 16% 7,218,656 26% 100% 6,690,419 7,289,254 7,419,889
Sales
Gross Profit 22,637,862 30% 79% 5,821,601 32% 81% 5,257,180 5,703,086 5,855,995
EBITDA 8,783,726 57% 31% 2,639,145 136% 37% 2,293,713 1,491,783 2,359,085
NIAT 6,281,566 66% 22% 20% 1,877,804 182% 26% 1,721,320 1,018,074 1,664,368
Diluted EPS 0.49 0.15 0.13 0.08 0.13
Net Change in 2,633,964 1,109,737 2,289,074 788,607 (1,553,454)
Cash, Short term
Investments
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*CAGR – Compound Annual Growth Rate – See “Non-IFRS Financial Measures”
With growth from across its Canadian pharmaceutical products portfolio, the Company reported its highest ever quarterly Canadian pharmaceutical sales and highest ever quarterly total Company sales in Q4 2022. Canadian pharmaceutical sales growth from continuing brands was 27% in Q4 2022 as compared to Q4 2021 (excluding Aguettant System[®] and Cysview[®] brands which were discontinued at the end of 2021). Overall Canadian
pharmaceutical sales increased by 13% in Q4 2022 as compared to Q4 2021 (including discontinued Aguettant System[®] and Cysview[®] brands).
While the Company’s core Canadian Pharmaceutical Business posted double-digit sales growth in Q4 2022, as a result of doubledigit sales declines in the Company’s International Pharmaceutical Business and Legacy Business, total Company sales of $7,461,930 increased by just 3% on a consolidated basis in Q4 2022 as compared to Q4 2021.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
9
The Company’s Net Income After Taxes (“NIAT”) for Q4 2022 decreased by 36% as compared to Q4 2021 due to planned increases in selling and marketing investments in growth, launch and pre-launch stage products during the quarter.
Canadian pharmaceutical sales growth from continuing brands was 11% in FY 2022 as compared to FY 2021 (excluding discontinued Aguettant System[®] and Cysview[®] brands), more than offsetting foregone revenue from discontinued brands. Overall Canadian pharmaceutical sales increased by 2% in FY 2022 as compared to FY 2021 (including discontinued Aguettant System[®] and Cysview[®] brands).
FY 2022 International Pharmaceutical Business and Legacy Business sales declined by 58% and 18%, respectively, from the comparative FY 2021 period during which the Company
shipped large, single FeraMAX[®] and Protect-It[®] orders for export which did not recur in FY 2022. As such, total Company sales of $27,925,187 declined by 2% on a consolidated basis in FY 2022 as compared to FY 2021.
The Company’s NIAT margin of 20% to sales for FY 2022 declined from a NIAT margin of 22% for FY 2021 as a result of planned increases in selling and marketing expenditures as the Company expanded its field salesforce during the period to support its launch and growth stage brands and made prelaunch marketing expenditures related to the new Feramax[®] Pd Maintenance 45 product and the new women’s health product as the Company prepared for the 2023 Canadian launches of these products.
Results of Operations for the three and twelve months ended December 31, 2022 and 2021
Sales
Total Company Sales:
Q4 2022 vs. Q4 2021
Total Company sales for Q4 2022 were a record $7,461,930, increasing by 3% compared to Q4 2021 sales of $7,218,656 which increased by 26% compared to Q4 2020.
FY 2022 vs. FY 2021
Total Company sales for FY 2022 were $27,925,187, decreasing by 2% compared to FY 2021 sales of $28,618,218 which increased by 28% compared to FY 2020.
Canadian Pharmaceutical Sales:
Q4 2022 vs. Q4 2021
Canadian pharmaceutical sales from continuing brands (excluding discontinued Aguettant System[®] and Cysview[®] brands) increased by 27% in Q4 2022 as compared to Q4 2021. Overall, Canadian pharmaceutical sales for Q4 2022 were $7,289,023, increasing by 13% versus Q4 2021 sales of $6,466,381 (including discontinued Aguettant System[®] and Cysview[®] brands) which increased by 20% compared to Q4 2020. The table below summarizes the Q4 2022 versus Q4 2021 percentage change in sales volumes (units) by product:
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Q4 2022 vs. Q4 2021
Product
Change
FeraMAX [®] +12%
RepaGyn [®] +31%
Cathejell [®] +3%
Tibella [®] +41%
Combogesic [®] +243%
-100%
Aguettant System [® ] (discontinued)
Cysview [® ] (discontinued) -100%
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The overall growth in Q4 2022 Canadian pharmaceutical sales was driven by double-digit unit sales growth from the Company’s Feramax[®] , RepaGyn[®] , and Tibella[®] brands which grew by 12%, 31%, and 41%, respectively, versus Q4 2021. Q4 2022 Canadian sales volumes (units) of the mature Cathejell[® ] brand grew by 3% versus Q4 2021. The Company’s launch brand, Combogesic[®] , also contributed to Q4 2022 Canadian pharmaceutical sales growth with sales volumes (units) growing by 243% as compared to a relatively modest Q4 2021.
FY 2022 vs. FY 2021
Canadian pharmaceutical sales from continuing brands (excluding discontinued Aguettant System[®] and Cysview[®] brands) increased by 11% in FY 2022 as compared to FY 2021. Overall, Canadian pharmaceutical sales for FY 2022 were $26,251,843, increasing by 2% versus FY 2021 sales of $25,780,275 (including discontinued Aguettant System[®] and Cysview[®] brands) which increased by 21% compared to FY 2020. The table below summarizes the FY 2022 versus FY 2021 percentage change in sales volumes (units) by product:
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FY 2022 vs. FY 2021
Product
Change
Feramax [®] +2%
RepaGyn [®] +14%
Cathejell [®] +4%
Tibella [®] +43%
Combogesic [®] +151%
Aguettant System [® ] (discontinued) -100%
Cysview [® ] (discontinued) -100%
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FY 2022 Canadian sales volumes (units) of Feramax[® ] increased by 2% as compared to a particularly strong FY 2021 during which sales volumes (units) of Feramax[® ] increased by 14% compared to
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
10
FY 2020. FY 2022 Canadian sales volumes (units) of RepaGyn[®] and Tibella[® ] increased by 14% and 43%, respectively, versus FY 2021, while FY 2022 sales volumes (units) of mature brand Cathejell[® ] increased by 4% versus FY 2021. FY 2022 Canadian sales volumes (units) of the Company’s launch brand, Combogesic[®] , increased by 151% compared to FY 2021.
While the trajectory of launch and growth brands was affected early in FY 2022 by the impacts of COVID-19 on patient traffic through the offices of healthcare professionals and on access to these healthcare professionals by the Company’s field salesforce, such access improved as the Company expanded its field salesforce throughout the year.
International Pharmaceutical Sales:
Q4 2022 vs. Q4 2021
International FeraMAX[®] sales for Q4 2022 were $117,791, decreasing by 63% compared to Q4 2021 sales of $318,406 which increased by 462% compared to Q4 2020.
FY 2022 vs. FY 2021
International FeraMAX[®] sales for FY 2022 were $683,578, decreasing by 58% compared to FY 2021 sales of $1,623,723 which increased by 621% compared to FY 2020. In the comparative period, FY 2021, the Company shipped a sizeable single FeraMAX[®] order to its largest export market, representing several months of supply to this market. As a result, no
FeraMAX[®] shipments were made to this market in FY 2022. As the Company’s distribution partner continues to navigate the regulatory, logistical and trade challenges of the business environment in this market, management expects continued inconsistency in the timing and extent of international FeraMAX[®] sales to this market from period to period.
Legacy Business Sales:
Q4 2022 vs. Q4 2021
Legacy Business sales of Protect-It[®] for Q4 2022 were $55,116, decreasing by 87% compared to Q4 2021 sales of $433,869 which increased by 58% as compared to Q4 2020. In the comparative period, Q4 2021, the Company made a large, single delivery of Protect-It[®] to a Canadian distributor for export internationally. This order did not recur in Q4 2022 due to various economic and trade challenges in the destination market.
FY 2022 vs. FY 2021
Legacy Business sales of Protect-It[®] for FY 2022 were $989,766, decreasing by 18% compared to FY 2021 sales of $1,214,220 which increased by 40% as compared to FY 2020. While the Company’s North American Protect-It[®] sales increased in FY 2022 as compared to FY 2021, overall Protect-It[®] sales declined on a comparative basis as a result of the large, single export sale in FY 2021 which did not recur in FY 2022.
Expenses
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% Change % to Total % Change % to Total
Q4 2022 Q4 2021
vs. Q4 2021 Company Sales vs. Q4 2020 Company Sales
Cost of goods sold $ 1,268,322 -9% 17% $ 1,397,055 5% 19%
Selling and marketing $ 3,209,021 61% 43% $ 1,997,306 -12% 28%
General and administration $ 1,528,954 10% 20% $ 1,390,506 22% 19%
New business development costs $ 42,968 -10% 1% $ 47,956 660% 1%
Finance costs $ 18,652 -10% 0% $ 20,743 -8% 0%
Subtotal $ 6,067,917 25% 81% $ 4,853,566 2% 67%
Finance income $ (258,037) 357% 3% $ (56,448) -25% 1%
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Q4 2022 vs. Q4 2021
Total expenses for Q4 2022 were $6,067,917, increasing by 25% versus Q4 2021 expenses of $4,853.566. The ratio of total expenses to sales in Q4 2022 was 81%, increasing from a ratio of 67% in Q4 2021.
Total selling and marketing expenses for Q4 2022 were $3,209,021, increasing by 61% as compared to Q4 2021 selling and marketing expenses of $1,997,306. The ratio of selling and marketing expenses to sales in Q4 2022 of 43% was higher than a ratio of 28% in Q4 2021.
Advertising, promotion, and selling costs increased by 83% in Q4 2022 versus Q4 2021 as the Company continued to invest in the promotion of its established brands as well as accelerating investment in the promotion of launch and pre-launch stage brands during the quarter. Selling and marketing employee costs
increased by 35% in Q4 2022 over Q4 2021 as the Company expanded its field salesforce across Canada during 2022 to support its launch products, established products, and future launch products. The Company incurred incremental prelaunch marketing expenditures related to the new Feramax[®] Pd Maintenance 45 product and a new women’s health product in preparation for planned launches in 2023. As certain advertising, promotion and selling costs incurred in Q4 2022 were nonrecurring in nature, management expects a lower ratio of such costs in relation to revenues in 2023 as compared to Q4 2022.
General and administration expenses for Q4 2022 were $1,528,954, increasing by 10% as compared to Q4 2021 general and administration expenses of $1,390,506. The ratio of general and administration expenses to total Company sales for Q4 2022 was
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
11
20%, increasing from a ratio of 19% in Q4 2021 due to general inflationary pressures and an increase in certain employee costs during the period.
Finance income for Q4 2022, consisting of interest earned on short term investments, was $258,037, increasing by 357% as compared to Q4 2021 finance income of $56,448, as the impact of higher interest rates in Canada and the U.S. increased the yields earned on the Company’s short term investments during the quarter.
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% Change % to Total % Change % to Total
FY 2022 FY 2021
vs. FY 2021 Company Sales vs. FY 2020 Company Sales
Cost of goods sold $ 5,067,304 -15% 18% $ 5,980,356 22% 21%
Selling and marketing $ 10,290,546 13% 37% $ 9,076,212 22% 32%
General and administration $ 5,487,865 4% 20% $ 5,262,582 7% 18%
New business development costs $ 97,474 -16% 0% $ 115,687 77% 0%
Finance costs $ 77,142 -10% 0% $ 85,246 -8% 0%
Subtotal $ 21,020,331 2% 75% $ 20,520,083 18% 72%
Finance income $ (525,795) 238% 2% $ (155,466) -48% 1%
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FY 2022 vs. FY 2021
Total expenses for FY 2022 were $21,020,331, increasing by 2% versus FY 2021 expenses of $20,520,083. The ratio of total expenses to sales in FY 2022 was 75%, increasing from a ratio of 72% in FY 2021.
Total selling and marketing expenses for FY 2022 were $10,290,546, increasing by 13% as compared to FY 2021 selling and marketing expenses of $9,076,212. The ratio of selling and marketing expenses to sales in FY 2022 of 37% was higher than a ratio of 32% in FY 2021.
Contributing to the 13% overall increase in selling and marketing expenses, advertising, promotion, and selling costs increased by 4% overall in FY 2022 versus FY 2021 with planned increases in promotional expenditures on launch products, Combogesic[®] and Tibella[®] , during the year. Additionally, the Company incurred certain incremental pre-launch marketing expenditures in FY 2022 for upcoming new product launches in 2023. The Company plans to continue to invest in the promotion of these new products in 2023.
Selling and marketing employee costs increased by 27% in FY 2022 over FY 2021 as a result of the Company’s planned expansion of its field salesforce across Canada in order to focus selling activity on the Company’s growth and launch brands and to build bandwidth for upcoming new product launches. The Company expanded its salesforce throughout FY 2022 as access to healthcare practitioners gradually improved following COVID-19related limitations in the early part of the year. The Company also utilized contracted sales representatives during FY 2022 for certain shorter-term, targeted selling initiatives.
Logistics, quality control, and regulatory expenses (included in selling and marketing expenses) increased by 22% in FY 2022 over FY 2021 as the Company incurred certain incremental, nonrecurring product testing costs related to the development of the new Feramax[®] Pd Maintenance 45 product.
General and administration expenses for FY 2022 were $5,487,865, increasing by 4% as compared to FY 2021 general and administration expenses of $5,262,582. Overall, the ratio of general and administration expenses to total Company sales for FY 2022 was 20%, increasing from a ratio of 18% in FY 2021. While total Company sales declined by 2% in FY 2022 versus FY 2021, general and administration expenses increased by 4% due to increases in employee costs, certain corporate expenses, and general inflationary pressures. Share-based payment expenses also increased by 34% as a result of the Company’s transition, starting in 2020, to Restricted Share Units from stock options as its primary long-term equity compensation plan. As outstanding Restricted Share Units begin to vest starting in 2023 (based on 3-year vesting), management expects a levelling of share-based payment expense in 2023.
Finance income for FY 2022, consisting of interest earned on short term investments, was $525,795, increasing by 238% as compared to FY 2021 finance income of $155,466, as the Company benefitted from increased yields on its cash and short term investments during the period. To the extent that the Bank of Canada, U.S. Federal Reserve, and other central banks around the world continue to raise and hold policy interest rates in response to elevated inflation, management expects to see an increase in the Company’s return on short term investments during the 2023 fiscal year as it actively manages its cash and short-term investments.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
12
Net Income After Taxes (NIAT)
Q4 2022 vs. Q4 2021
Q4 2022 marked the Company’s 50[th] consecutive profitable quarter. NIAT for Q4 2022 of $1,199,516 decreased by 36% compared to NIAT for Q4 2021 of $1,877,804 which increased by 182% compared to Q4 2020. The Company’s NIAT margin
decreased to 16% of sales in Q4 2022 from 26% of sales in Q4 2021 due to planned increases in selling and marketing expenditures on existing brands, launch brands and pre-launch products during the quarter.
Sales and Net Income Before & After Tax For the three months ended December 31
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8,000,000
7,461,930
7,218,656
6,000,000 5,726,328 +3%
+26%
4,000,000 +3%
2,546,538
1,877,804
2,000,000 1,652,050
1,036,130 +146% 1,199,516
665,702 +182% -35%
-36%
-38%
-43%
-
Q4 2020 Q4 2021 Q4 2022
Sales Net Income Before Tax Net Income After Tax
CAD
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Including currency translation losses of $3,370, total comprehensive income for Q4 2022 was $1,196,146, decreasing by 37% compared to total comprehensive income for Q4 2021 of $1,891,174 which increased by 198% compared to total comprehensive income for Q4 2020.
FY 2022 vs. FY 2021
NIAT for FY 2022 of $5,458,345 decreased by 13% compared to NIAT for FY 2021 of $6,281,566 which increased by 66% compared to FY 2020. The Company’s NIAT margin of 20% to sales in FY 2022 was lower than a NIAT margin of 22% to sales in FY 2021 as a result of planned increases in selling and marketing expenses to drive long-term growth from existing products and to diversify the Company’s product portfolio with new products.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
13
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Sales and Net Income Before & After Tax
For the full year ended December 31
30,000,000 28,618,218
27,925,187
25,000,000
22,332,168
20,000,000
+28%
-2%
+4%
15,000,000
10,000,000
8,378,421
7,430,651
6,281,566
5,236,979 5,458,345
-11%
5,000,000 3,795,335
+60%
-13%
-11% +66%
-13%
-
FY 2020 FY 2021 FY 2022
Sales Net Income Before Tax Net Income After Tax
CAD
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Including currency translation gains of $42,116, total comprehensive income for FY 2022 was $5,500,461, decreasing by 12% compared to total comprehensive income for FY 2021 of $6,263,011 which increased by 68% compared to total comprehensive income for FY 2020.
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
14
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
EBITDA is a non-IFRS financial measure. The term EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. The Company defines EBITDA as earnings before
interest income and/or expense, income taxes, depreciation and amortization. A summary of the Company’s EBITDA for the three months and full years ended December 31, 2020, 2021, and 2022 is provided in the graph below:
EBITDA for the three months and full years ended December 31
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10,000,000
8,783,726
9,000,000
8,000,000
7,432,996
7,000,000 -15%
+57%
6,000,000 5,577,206
5,000,000 -3%
4,000,000
3,000,000 2,639,145
+136%
2,000,000 1,568,032
1,116,856
-41%
1,000,000
-34%
0
2020 2021 2022
Q4 EBITDA FY EBITDA
CAD
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Q4 2022 vs. Q4 2021
EBITDA for Q4 2022 of $1,568,032 decreased by 41% compared to EBITDA for Q4 2021 of $2,639,145 which increased by 136% compared to Q4 2020. This decrease in Q4 2022 EBITDA was a
result of a 35% decrease in Net Income Before Taxes combined with a 579% increase in interest income during the period. A reconciliation of EBITDA to NIAT for the three months ended December 31, 2022, 2021, and 2020 is provided in the table below:
RECONCILIATION OF EBITDA TO NIAT FOR THE THREE MONTHS (Q4) ENDED DECEMBER 31
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2022 2021 2020
Q4 EBITDA $ 1,568,032 $ 2,639,145 $ 1,116,856
Add: Interest Income 258,037 38,029 55,310
Less: Depreciation of Property and Equipment (79,224) (84,101) (84,015)
Amortization of Intangible Assets (76,143) (25,792) (29,365)
Interest Expense (18,652) (20,743) (22,656)
Income Tax Expense (452,534) (668,734) (370,428)
Q4 NIAT $ 1,199,516 $ 1,877,804 $ 665,702
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BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
15
FY 2022 vs. FY 2021
EBITDA for FY 2022 of $7,432,996 decreased by 15% compared to EBITDA for FY 2021 of $8,783,726 which increased by 57% compared to FY 2020. This decrease in FY 2022 EBITDA was a
result of an 11% decrease in Net Income Before Taxes combined with a 284% increase in interest income during the period. A reconciliation of EBITDA to NIAT for the full years ended December 31, 2022, 2021, and 2020 is provided in the table below:
RECONCILIATION OF EBITDA TO NIAT FOR THE FULL YEAR (FY) ENDED DECEMBER 31
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2022 2021 2020
FY EBITDA $ 7,432,996 $ 8,783,726 $ 5,577,206
Add: Interest Income 525,795 137,047 263,137
Less: Depreciation of Property and Equipment (305,350) (314,839) (334,186)
Amortization of Intangible Assets (145,648) (142,267) (176,236)
Interest Expense (77,142) (85,246) (92,942)
Income Tax Expense (1,972,306) (2,096,855) (1,441,644)
FY NIAT $ 5,458,345 $ 6,281,566 $ 3,795,335
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Earnings per Share (EPS)
Below is a summary of the Company’s quarterly sales, NIAT, and EPS for the eight most recently completed quarters:
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Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021
Sales ($) 7,461,930 6,790,971 6,634,875 7,037,411 7,218,656 6,690,419 7,289,254 7,419,889
Net Income After Taxes ($) 1,199,516 1,453,042 1,217,883 1,587,904 1,877,804 1,721,320 1,018,074 1,664,368
Earnings Per Share – Basic ($) 0.09 0.12 0.10 0.13 0.15 0.14 0.08 0.13
Earnings Per Share – Fully Diluted ($) 0.09 0.12 0.10 0.13 0.15 0.13 0.08 0.13
TTM EPS – Diluted ($) 0.44 0.49 0.50 0.49 0.49 0.39 0.33 0.31
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Fully diluted EPS for Q4 2022 was $0.09, decreasing by $0.06 compared with fully diluted EPS of $0.15 for Q4 2021 which increased by $0.10 compared to Q4 2020.
Fully diluted EPS for FY 2022 was $0.44, decreasing by $0.05 compared with fully diluted EPS of $0.49 for FY 2021 which increased by $0.20 compared to FY 2020.
Financial Resources and Liquidity
Working capital, defined here as the difference between current assets and current liabilities, increased to $31,423,515 as at December 31, 2022 from $29,942,178 as at December 31, 2021. Cash and short-term investments of $28,695,644 accounted for 91% of working capital as at December 31, 2022 as compared with cash and short-term investments of $28,211,670 accounting for 94% of working capital as at December 31, 2021. The Company has sufficient cash and working capital to maintain its operating activities and to fund its planned growth and development activities.
The Company’s business model does not require significant ongoing capital investment. This business model consistently generates cash from operations, providing the Company with significant cash reserves not required in operations. The Company’s cash reserves provide it with flexibility in the sourcing, financing, and commercialization of new product in-licensing and acquisition opportunities.
In addition to capital investments in growth (both in organic growth from existing brands and incremental growth from new brands), from time to time, excess capital may be returned to shareholders through share buybacks (via Normal Course Issuer Bid) and cash dividends. Between December 10, 2018 and December 31, 2022, the Company repurchased and cancelled approximately 2.2 million common shares with a total expenditure of approximately $14.3 million.
On August 23, 2022, the Company’s Board of Directors adopted a Dividend Policy and subsequently declared quarterly cash dividends of $0.04 per common share on October 12, 2022 and on February 1, 2023. Consequently, aggregate dividends of $493,610 and $493,566 were paid to shareholders on December 15, 2022 and March 15, 2023, respectively.
In addition to ongoing investments in growth and portfolio diversification, based on the Company’s historical financial performance and planned future growth, the Board of Directors
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
16
believes that share buybacks and cash dividends are also an effective use of capital in delivering long-term value to all BioSyent shareholders.
During FY 2022, there was a net increase in cash and shortterm investments of $483,974 as compared to a net increase of $2,633,964 during FY 2021. With FY 2022 NIAT of $5,458,345, the Company generated $4,948,756 in cash flows from operations after changes in non-cash working capital items during the year. Comparatively, with FY 2021 NIAT of $6,281,566, the Company generated $4,674,888 in cash flows from operations after changes in non-cash working capital during the comparative year.
Inventory increased by $2,331,012 during FY 2022 to a balance of $4,535,343 at December 31, 2022. The Company planned an increase in its forward inventory coverage of growth and launch products in order to ensure a consistent supply of these products sufficient to meet customer demand in 2023 without disruption. Comparatively, inventory increased by $130,770 during FY 2021 to a balance of $2,204,331 at December 31, 2021.
The Company expended $3,368,691 in FY 2022 for the repurchase and cancellation of the Company’s own common shares under a Normal Course Issuer Bid (“NCIB”) and a further $319,966 for the purchase of common shares held in trust for the Company’s Restricted Share Unit (“RSU”) Plan. The Company also paid net aggregate cash dividends to common shareholders of $483,958 in FY 2022. Comparatively, during FY 2021, the Company expended $1,321,594 for the repurchase and cancellation of common shares under its NCIB and a further $527,179 on the purchase of common shares for the Company’s RSU Plan. No cash dividends were paid to common shareholders in FY 2021.
The graph below illustrates the company’s cash, cash equivalents and short-term investments as of December 31, 2020, 2021, and 2022 as well as the growth over the comparative period:
Cash, Cash Equivalents and Short term Investments at December 31
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30,000,000 28,695,644
28,211,670
25,577,706
25,000,000
20,000,000
+2%
15,000,000 +10%
+16%
10,000,000
5,000,000
0
2020 2021 2022
CAD
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Total shareholders’ equity increased by 6% to $33,362,523 at December 31, 2022 from $31,554,926 at December 31, 2021. While the Company generated comprehensive income of $5,500,461 during FY 2022, it repurchased 424,700 of its own common shares during the year under its NCIB and a further 39,800 common shares were held in trust for future settlements under its RSU Plan, reducing shareholders’ equity by a total of $3,688,657 as a result. Shareholders’ equity was further reduced by the payment of net aggregate dividends of $483,958 in December 2022.
The Company’s total assets at December 31, 2022 were $40,485,264 increasing by 9% compared to total assets of $37,167,456 as at December 31, 2021. This compares to an increase of 11% in total assets during FY 2021 from total assets of $33,571,214 at December 31, 2020.
The Company has no short term or long term debt; however, the Company has credit facilities available with Royal Bank of Canada totaling $3,090,000, including a foreign exchange facility of $1,500,000, a credit card facility of $90,000, and a revolving demand credit facility of $1,500,000 which had not been utilized as of December 31, 2022. This credit facility bears interest at a variable rate of Royal Bank prime plus 0.75% and has been secured with a General Security Agreement constituting a first
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
17
ranking security interest of the Bank in the Company’s property. The Company is subject to maintaining certain financial covenants if the demand credit facility is drawn upon.
Risk Management
The Company’s risk management policies and financial results are presided over by the Company’s Audit Committee, which reports to the Board of Directors of the Company (the “Board”). The pharmaceutical industry in which the Company operates is exposed to several risks due to a strict regulatory environment, an enhanced level of quality consciousness, competition from generic drug companies and heightened intellectual property litigation. The Company cannot predict or identify all risk factors nor can it accurately predict the impact, if any, of the risk factors on its business operations or the extent to which a factor, event or any such combination may materially change future results of the Company’s financial position from those reported or projected
in any forward-looking statements. Accordingly, the Company cautions the reader not to rely on reported financial information and forward-looking statements to predict actual future results.
This report and the accompanying financial information should be read in conjunction with this statement concerning risks and uncertainties. Some of the risks, uncertainties and events that may affect the Company, its business, operations and results are given in this section. However, the factors and uncertainties are not limited to those stated.
The Company has policies and practices mandated by the Board to manage the Company’s risks. Such risks include the following:
1. COVID-19 (Coronavirus)
On March 11, 2020, the World Health Organization characterized COVID-19 (Coronavirus) as a pandemic.
While the Company believes the current conditions related to the COVID-19 pandemic to be improving, the situation is dynamic and the impact of COVID-19 on its future results of operations
and financial condition cannot be reasonably estimated at this time. The Company continues to evaluate the situation and monitor any impacts or potential impacts to its business.
2. Sourcing and Revenue Concentration
Some raw materials used in production are sourced from a single supplier and the Company is exposed to the same business risks that the supplier may experience.
Reorganization proceedings with self-administration were opened in February 2023 under the Austrian Insolvency Code for the assets of the supplier of the Cathejell[®] product. Though
the supply of this product is currently unaffected by these proceedings, the Company may be exposed to such sourcing risks among its suppliers for certain of its products.
In line with other pharmaceutical companies, the Company sells its products primarily through a limited number of wholesalers and retail pharmacy chains.
3. Foreign Exchange Risk
The Company currently earns revenue in Canadian dollars (“ CAD ”), U.S. dollars (“ USD ”), and Euros (“ EUR ”) and incurs costs in Canadian dollars, U.S. dollars, and Euros. Management monitors the U.S. dollar and Euro net liability position on an ongoing basis during the period and adjusts the total net
monetary liability balance accordingly. When it is appropriate to de-risk future foreign exchange transactions, the Company uses Dual Currency Deposits, foreign exchange options, and forward purchase contracts to manage foreign exchange transaction exposure.
4. Interest Rate Risk
Cash flow interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in interest rates. Some of the Company’s cash and cash equivalents as at the date of the Company’s Consolidated Statements of Financial Position are invested in redeemable guaranteed investment certificates (each, a “ GIC ”), which earn interest at fixed rates during their tenure. The Company’s short-term investments consist of non-redeemable GICs which also earn interest at fixed rates during their tenure. These GICs all have terms of one year or less.
The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. Fluctuations in market rates of interest when these GICs are renewed may have an impact on the Company’s Finance Income for the period. Changes to the Bank of Canada’s Policy Interest Rate in response to the economic impact of the COVID-19 pandemic will affect market rates of interest and the rate of interest earned on the Company’s GICs.
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
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5. Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and cash equivalents, short term investments, trade and other receivables, and loans receivable. The carrying amount of financial assets represents maximum credit exposure. As the Company invests in GICs with Canadian Chartered Banks, its credit risk on this account is negligible. The Company’s loans receivable (see Note 13 of the Consolidated Financial Statements) are full recourse and secured by a pledge of common shares of the Company purchased by the Borrowers, who are key management personnel. Based on these factors, the Company considers the credit risk associated with these loans receivable to be low. There are no factors at the end of the period to indicate a significant increase in credit risk has occurred and there are no defaults on the loans receivable.
a. Aging of Receivables
The majority of the Company’s current customers are corporations with whom the Company has transacted for several years. In assessing the credit risk of its trade accounts receivable, the Company considers historical default rates and payment patterns, the nature of its customer base, and forward-looking information including any anticipated changes to its customer base, credit terms, and pricing.
The Company’s gross trade accounts receivable increased by 14% to $2,893,885 at December 31, 2022 from $2,547,388 at December 31, 2021 due to a 13% increase in Canadian pharmaceutical sales in Q4 2022 versus Q4 2021.
The Company monitors its credit risk on an ongoing basis. The Company has provided for expected credit losses of $102,980 (2021 - $53,011) related to trade receivables of certain Canadian pharmaceutical wholesale customers. Given the nature of size of the Company’s customer base, the risk of material default on trade accounts receivable is considered low.
b. Concentration of Receivables
As of December 31, 2022, one customer represents 56% of trade receivables (December 31, 2021 - 36%) while another customer represents 17% of trade receivables (December 31, 2021 - 21%), a third customer represents 8% of trade receivables (December 31, 2021 - 11%), and a fourth customer represents 7% of trade receivables (December 31, 2021 – 13%). There have been no past credit losses from these customers.
c. Loans Receivable
The Company advanced loan proceeds totalling $391,500 on May 26, 2017, and a further $175,000 on December 11, 2018, in accordance with the terms of the MSLP for the purchase of the Company’s common shares by the Borrowers.
Each full recourse MSLP participant’s loan (collectively, the “MSLP Participant Loans”) bore interest at rates ranging from 1.00% - 3.00% per annum and had a maturity date of five years for the date that the loan was advanced, being either May 26, 2022 or December 11, 2023 (the “original Maturity Dates”).
On March 9, 2022, the Board approved an amendment of the MSLP loans which provided for an extended repayment schedule. On May 26, 2022, the Company entered into amended loan agreements with certain Borrowers under this extended repayment schedule. Under the terms of these amended loan agreements, the Borrowers were required to repay 10% of the MSLP loan principal amount plus any and all accrued interest on the MSLP loan principal amount as of and on May 26, 2022. The MSLP loan principal amounts which remain outstanding following such repayment continue to bear interest at a prescribed rate of 1.00% per annum or more, with annual repayments of 20% of such remaining MSLP loan principal amounts plus accrued interest thereon due and payable by the Borrowers on each of May 26, 2023, May 26, 2024, May 26, 2025, and May 26, 2026 with the final repayment for all MSLP loans due and payable no later than May 26, 2027 (the “extended Maturity Date”).
The modification of certain MSLP loans on May 26, 2022 resulted in no change to the gross carrying amount of such loans; as such, the Company recognized no modification gain or loss on these MSLP loans.
All common shares of the Company purchased with the proceeds of a loan are required to be pledged as security for the satisfaction and performance of the loan obligations. If the Borrower ceases to be employed by the Company or a subsidiary of the Company prior to the end of the original Maturity Dates or the extended Maturity Date, as applicable, all outstanding loan obligations shall become due and payable on the thirtieth (30th) day following the date of termination. In addition, in the event of a default by the Borrower of the terms of the loan, the loan obligations will become due and payable immediately.
Subject to the pledge on the common shares in favour of the Company, the Borrower is the sole owner of all common shares purchased on its behalf pursuant to the MSLP. All proceeds from the sale of common shares acquired through the MSLP are expected to be directed to the Company until the loan obligations have been satisfied in full.
Interest receivable of $6,223 was accrued on the loans for the year ended December 31, 2022 (2021 - $5,973) and has been included in finance income on the Company’s Consolidated Statements of Comprehensive Income.
As the loans are full recourse loans, they have not been accounted for as stock-based compensation, but as financial instruments within the scope of IFRS 9, Financial Instruments.
d. Cash and Cash Equivalents and Short-term Investments
Cash, cash equivalents and short-term investments are maintained with Canadian financial institutions and the wholly owned subsidiaries of these financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
19
6. Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is actively involved in the review and approval of planned expenditures. All contractual maturities of accounts payable and accrued liabilities are due within one year. The Company has no other liabilities.
The Company generates sufficient cash from operating activities to fund its operations and fulfill its obligations as they become due. The Company has credit facilities available with Royal Bank of Canada totalling $3,090,000, including a revolving demand credit facility of $1,500,000 which it has not drawn down as at the date hereof, a foreign exchange facility of $1,500,000, and credit card facilities totalling $90,000. The Company’s funds have not been committed in any way, except as set out in Note 20 of the Consolidated Financial Statements.
7. Information Technology (IT)
The integrity, reliability, and security of information in all forms are critical to the Company’s operations and inaccurate, incomplete or unavailable information could lead to incorrect financial reporting, poor decisions, privacy breaches, and/ or inappropriate disclosure of sensitive information.
The Company is reliant on the integrity of its IT systems, hardware, software and certain other IT infrastructure in maintaining business continuity and in securing proprietary and sensitive information as well as certain of its financial assets. The Company has implemented comprehensive IT security policies and controls in order to safeguard its assets and sensitive information and to maintain business continuity in the event of potential disruptions.
The integrity of the Company’s IT systems is exposed to a risk of malicious and unauthorized breaches by outside parties acting unlawfully. While extensive, the Company’s IT security policies and controls cannot guarantee that such unauthorized breaches, whether targeted or opportunistic in nature, will not occur in the future. Such a breach could result in loss of financial assets through fraud, loss of sensitive information, reputational loss, or disruption of operations and business continuity.
The Company monitors its exposure to IT security risks on a continual basis and modifies its IT security policies, practices, infrastructure and insurance coverage as needed to address the assessed level of such risk.
8. Competition
The pharmaceutical industry is characterized by intense competition and the Company is faced with the risk of enhanced competitive activity which may impact operational results.
9. Climatic Conditions
The Legacy Business is dependent on agricultural production which, in turn, is impacted by climatic variations which may affect demand for its products.
10. General Economic Conditions
The Company has no control over changes in inflation, input prices, the availability of raw materials and labour, interest rates, foreign currency exchange rates and controls or other economic factors affecting its businesses, including uncertainty surrounding the economic impact of disease epidemics and pandemics and the
risk of supply chain interruptions related thereto, geopolitical risks, armed conflicts, economic sanctions or the possibility of political unrest, legal or regulatory changes in jurisdictions in which the Company or its customers operate. These factors could negatively affect the Company’s future results of operations.
11. Innovation
The competitiveness of the Company’s products is subject to continuous innovation within the pharmaceutical industry. The Company tries to maintain the relevance of its products to the market but is exposed to new improved innovations that can undermine the competitiveness of its products.
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
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12. Width of Product Portfolio
While the Company continuously strives to increase the portfolio of products in its commercialization pipeline, the high cost of acquiring new products and the long lead-time for bringing these products to market creates a dependency on a limited range of products at this time.
13. Capital Risk
Significant capital investment is required in the sourcing, development, and launch of new products to the market as a result of the high cost of product development as well as the high level of competition and regulation in the pharmaceutical industry. Competitive, regulatory, and market risks result in a high
degree of new product failures in the specialty pharmaceutical industry. Given the substantial resources and investment required in launching new products, there is uncertainty that the returns on such investment will meet Company expectations as well as a risk of financial loss for unsuccessful product launches.
14. Agreements Relating to the Development and Distribution of Products Internationally
The Company currently has several collaboration or distribution agreements relating to the marketing and distribution of FeraMAX[®] products in international markets. The Company relies on these agreements because it does not wish to market its products directly in these markets. The Company intends to secure additional agreements relating to the marketing and distribution of FeraMAX[®] and any other product for which it may receive commercial rights outside of Canada.
The Company may be unable to enter into in-licensing agreements for the development of new products and outlicensing agreements for the distribution of its existing products. The Company also faces and will continue to face, significant competition in seeking appropriate collaborators and marketing and distribution partners. Moreover, collaboration and distribution arrangements are complex and time-consuming to negotiate, document and implement.
Reliance on these agreements exposes the Company to a number of risks, including the following:
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Collaborators and marketing and distribution partners may not devote sufficient resources to the Company’s products or product candidates;
-
Collaborators may elect to pursue the development of any additional product candidates and pursue technologies or products either on their own or in collaboration with other parties, including competitors;
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Collaborators and marketing and distribution partners may pursue higher priority programs or change the focus of their programs, which could affect the collaborators’ and marketing and distribution partners’ commitment to their respective territories;
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Collaborators and marketing and distribution partners may develop or distribute products that compete with the Company’s products; and
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The Company’s pharmaceutical products are distributed to international markets where political and economic risks and uncertainties may exist. These risks and uncertainties could adversely affect the distribution of the Company’s products to such markets.
The occurrence of any of these or other events may impair commercialization of the Company’s products.
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Disputes may arise with respect to payments that the Company believes are due under such distribution and collaboration agreements;
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Unwillingness on the part of collaborators and marketing and distribution partners to provide updates regarding the progress of its development, commercialization or marketing activities, or to permit public disclosure of these activities;
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Collaborators and marketing and distribution partners may terminate the relationship; disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators;
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Disagreements with collaborators and marketing and distribution partners could result in litigation or arbitration;
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
21
15. Regulatory Risks
With respect to BioSyent’s Legacy Business, regulatory and legislative requirements affect the development, manufacture and distribution of BioSyent’s products, including the testing and planting of seeds containing its biotechnology traits and the import of crops grown from those seeds. Non-compliance can harm sales and profitability. The failure to receive necessary permits or approvals could have near and long-term effects on BioSyent’s ability to produce and sell some current and future products.
With respect to BioSyent’s Pharmaceutical Business, the sale of pharmaceutical products is highly regulated, which significantly increases the difficulty and costs involved in obtaining and maintaining regulatory approval for marketing new and existing products.
Various business interruption risks inherent to the pharmaceutical industry, like product recalls, adverse drug reactions, quality issues and issues relating to good manufacturing practices may impact the financial results if they transgress regulatory boundaries.
The regulatory approval process can be long and may involve significant delays despite the Company’s best efforts. There is also a risk that the Company’s products may be withdrawn from the market and the required approvals suspended as a result of non-compliance with regulatory requirements. The extent of such regulation is increased for products designated by Health Canada as Controlled Substances, such as the Tibella[®] women’s health product. As a result, the Company’s costs of regulatory compliance and risks associated with non-compliance are higher for such Controlled Substances than for other non-controlled pharmaceutical products which it markets and sells.
Furthermore, there can be no assurance that the regulators will not require modification to any submissions, which may result in delays or failure to obtain regulatory approvals. Any delay or failure to obtain regulatory approvals could adversely affect the ability of the Company to utilize its technology, thereby adversely affecting operations. Further, there can be no assurance that the Company’s products will prove to be safe and effective in clinical trials or receive the requisite regulatory approval.
16. Specific Risks
The Company has insurance policies in place against risks relating to general commercial liability, product liability, product recall, loss of Company assets, IT security, and business interruption. The Company reviews its insurance coverage on a regular basis as part of its risk management program and adjusts this coverage
as appropriate, based its current risk profile and operations. The Company is exposed to the potential risk that claims made on the Company or losses incurred may be in excess of the level of insurance coverage undertaken by the Company.
Disclosure of Outstanding Share Data
The authorized share capital of the Company consists of 100,000,000 common shares without par value and 25,000,000 preferred shares without par value. The holders of the preferred shares as a class shall not be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.
As at March 21, 2023 the following common shares, stock options, and Restricted Share Units were outstanding:
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No. of Shares Exercise Price Range
Issued common shares 12,339,161
Treasury shares: RSU Plan in Trust (241,300)
Outstanding common shares 12,097,861
Stock options outstanding 164,295 $6.20 - $ 10.97
RSUs outstanding 245,459
Fully Diluted at March 21, 2023 12,507,615
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Normal Course Issuer Bid
On December 13, 2021, the Company announced that the TSX Venture Exchange had accepted its Notice of Intention to Make a NCIB for a further 12-month period ending on December 16, 2022 during which the Company would be permitted to purchase up to 740,000 of its own common shares for cancellation. Between
December 17, 2021 and December 16, 2022, the Company has repurchased and cancelled 445,800 common shares at an average price of $7.93 per share under this NCIB.
On December 13, 2022, the Company announced that the TSX Venture Exchange had accepted its Notice of Intention to Make a NCIB for a further 12-month period ending on December 18, 2023 during which the Company would be permitted to
BioSyent
Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
22
purchase up to 690,000 of its own common shares for cancellation. No common shares have been repurchased and cancelled by the Company under this NCIB between December 19, 2022 and the date hereof.
Restricted Share Unit Plan
On March 4, 2020, the Board of Directors adopted a Restricted Share Unit (“RSU”) Plan which was approved by shareholders on May 27, 2020 and which was subsequently approved by the TSX Venture Exchange. The RSU Plan was established as a vehicle by which equity-based incentives may be granted to eligible
employees, consultants, directors and officers of the Company to recognize and reward their contributions to the long-term success of the Company including aligning their interests more closely with the interests of the Company’s shareholders. The RSU Plan is a fixed plan which reserves for issuance a maximum of 800,000 common shares of the Company.
To the date hereof, the Company has purchased 241,300 of its own common shares pursuant to its RSU Plan with such shares held in trust for future settlement of vested RSUs granted to employees, senior management, and directors of the Company.
Commitments
Office Leases
The Company’s office lease agreement commenced on September 1, 2019 and extends to August 31, 2029.
The Company’s undiscounted minimum future rental payments and estimated occupancy costs (including certain operating costs and realty taxes) for the next five fiscal years under this lease agreement as of the date hereof are approximately as follows:
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Fiscal Year Rent and Occupancy Costs
2023 $ 371,711
2024 $ 371,711
2025 $ 375,225
2026 $ 382,253
2027 $ 382,253
Beyond Next 5 Fiscal Years $ 637,089
Total $ 2,520,242
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Purchase Commitments
In the normal course of business, the Company has minimum purchase commitments with certain of its suppliers.
Disclosure Controls
The Company constantly endeavours to allow for greater segregation of duties and operating level controls within the constraints of its operating infrastructure. While intending to strengthen both these aspects of internal control, the Company believes that strong management supervisory controls minimize the possibility of erroneous financial reporting.
The certifying officers of the Company have opted not to certify the design and evaluation of the Company’s disclosure controls and procedures (“ DC&P ”) and internal control over financial reporting (“ ICFR ”). Inherent limitations on the ability of the certifying officers to design and implement (on a cost-effective basis) DC&P and ICFR for the Company may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
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Investor Relations Activities
Investor relations functions were accomplished through personnel whose duties include dissemination of news releases, investor communications and general day-to-day operations of the Company. Mr. René Goehrum, President and CEO, Mr. Robert March, Vice President and CFO, and Mr. Joost van der Mark, Vice President, Corporate Development, assist in the implementation of the Company’s investor relations program.
Related Party Transactions
Key Management Personnel Compensation
The table below summarizes compensation for key management personnel of the Company for the years ended December 31, 2022 and December 31, 2021:
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Years ended December 31,
2022 2021
Number of Key Management Personnel 6 6
Salary, Benefits, and Bonus $1,659,654 $1,689,577
Share-Based Payments $337,470 $220,513
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During the year ended December 31, 2022, the Company recorded share-based payment expense of $337,470 (2021 - $220,513) related to the amortization of RSUs granted to key management under the Company’s RSU Plan, the vesting of options granted prior to 2020 under the Company’s SOP, as well as the Company’s contributions to the ESPP for the purchase of common shares on behalf of participating key management personnel.
As at December 31, 2022, there were loans receivable under the MSLP from key management personnel of $393,532 (December 31, 2021 - $551,798). MSLP loan repayments of $164,608 were received from key management personnel during the year ended December 31, 2022 (2021 - $nil). Interest accrued on these MSLP loans during the year ended December 31, 2022 totalled $5,801 (2021 - $5,463).
Transactions with Directors
During the year ended December 31, 2022, the Company paid cash fees to its directors in the amount of $119,252 (2021 - $109,312) and recorded share-based payments expense for accounting purposes of $60,041 (2021 - $38,116) related to the amortization of RSUs under the Company’s RSU Plan and the vesting of options granted to directors prior to 2020 under the SOP.
Legal Proceedings
From time to time the Company may be exposed to claims and legal actions in the normal course of business. As of the date hereof, the Company was not aware of any litigation or threatened claims either outstanding or pending.
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Management’s Discussion and Analysis – For the years ended December 31, 2022 and 2021
24