BioSyent Inc. (RX) Earnings Call Transcript & Summary

Good morning. The meeting will now come to order. My name is René Goehrum, Chairman of the Board of Directors of the company. Welcome to the Annual General and Special Meeting of the shareholders of BioSyent Inc. This meeting is also being webcast live on the BioSyent Inc. corporate website. Welcome to those shareholders viewing this meeting by webcast. You've been muted. But you will have an opportunity to submit questions following the formal portion of the meeting. If you get disconnected for any reason during the meeting, simply click on the webcast link available on the biosyent.com homepage to reconnect. With the consent of the meeting, I will act as Chairman; and Robert March, the Chief Financial Officer of the company, will act as secretary of the meeting. Also joining us here today in person are directors, Mr. Peter Lockhard, and Mr. Steve Wilton. With the concurrence of the meeting, I appoint Roxanne Parsaud of Computershare to act as the scrutineer. The notice calling this meeting and related materials was mailed to all shareholders in conformity with the Canada Business Corporations Act and applicable securities laws. And the secretary has tabled an affidavit from Computershare, confirming such mailing. The affidavit is available for inspection by any shareholder. Therefore, I will dispense with the calling for a reading of the notice of the meeting, and direct that a copy of the affidavit be kept by the secretary with the records of this meeting. I'm advised that there is a quorum present, and the secretary has the preliminary report of the scrutineer on attendance. I would ask the secretary to read this report.

Thank you, René. Roxanne Parsaud is scrutineer from Computershare, has provided the scrutineer's report. There's 1 shareholder in person, representing 187 shares. There's 45 shareholders by proxy, representing 7,938,389 shares. In total, there's 46 total shareholders holding 7,938,576 shares. Total issued and outstanding as at record date is 12,863,475 shares, so the percentage of outstanding shares represented at this meeting is 61.7%. We have a quorum.

Thank you, Robert. Notice [ calling ] has been duly given. And a quorum being present, I therefore declare this meeting to be duly constituted for the transaction of business. The consolidated financial statements of the company for the year ended December 31, 2020, and the report of the independent auditors of thereon were mailed to the shareholders prior to this meeting. There are extra copies available from the company for anyone wishing to review them and an electronic version is available for viewing on the BioSyent Inc. corporate website. I direct that the secretary now table the same. If there are any questions which any shareholder would like to ask in respect of the annual report and financial statements, I shall be glad to answer such questions or call on others to do so. I now ask the secretary to read the proposed motion that the company's annual report, financial statements and the report of the independent auditors included therein be received.

Be it resolved that the consolidated financial statements of the company for the year ended December 31, 2020, and the report of the auditors thereon, included therein, be and is hereby received.

Would somebody move to approve this motion?

I so move.

Thank you, Mr. Lockhard. May I have a seconder?

I second the motion.

Thank you, Mr. Wilton. Is there any discussion on this motion? All in favor of this motion, please signify by raising your hand. [Voting]

Against? [Voting]

I declare this motion duly carried. It is now in order to proceed with the election of directors. It is anticipated that 6 directors will be elected. I, therefore, declare that the meeting is now open for nominations for election to the Board of Directors for the ensuing year. I will now ask the secretary to read the names of the persons nominated by management for directors as listed in the information circular accompanying the notice of meeting.

The names of the persons nominated by management for directors of the company are: Mr. Larry Andrews, Mr. Joseph Arcuri, Ms. Sara Elford, Mr. René Goehrum, Mr. Peter Lockhard, Mr. Stephen Wilton.

Are there any further nominations? If there are no further nominations, I will declare the nominations closed. I declare the nominations closed. Since the number of nominees is the same as the number of vacancies to be filled, I ask the secretary to read the proposed motion for the election of the nominees as directors.

Be it resolved that the persons nominated for election as directors as set forth in the information circular accompanying the notice of meeting be elected as directors of the company to hold office until the next Annual General Meeting.

Will someone move to approve this motion?

I so move.

Thank you, Mr. Lockhard. May I have a seconder?

I second the motion.

Thank you, Mr. Wilton. Is there any discussion on this motion? All in favor of this motion, please signify by raising your hand. [Voting]

Against? [Voting]

I declare this motion duly carried and declare the nominees to be elected directors of the company until the next Annual General Meeting. The next item of business relates to the appointment of the auditors of the company. I now ask the secretary to read the proposed motion for the appointment of MNP LLP as the auditors of the company at the remuneration to be fixed by the directors.

Be it resolved that MNP LLP, chartered professional accountants, be reappointed as auditors of the company for the ensuing year and that the directors of the company be and are hereby authorized to fix the remuneration to be paid to the auditors.

Will someone move to approve this motion?

I so move.

Thank you, Mr. Lockhard. May I have a seconder?

I second the motion.

Thank you, Mr. Wilton. Is there any discussion on this motion? All in favor of this motion, please signify by raising your hand. [Voting]

Against? [Voting]

I declare this motion duly carried. On May 27, 2020, the shareholders of the company approved the company's 10% rolling incentive stock option plan. A complete copy of the company's stock option plan is attached as schedule B to the information circular. Pursuant to the policies of the TSX Venture Exchange, the continued use of the stock option plan must be approved by a majority of shareholders of the company each year. Shareholders are now being asked to consider, and if thought appropriate, to reapprove and confirm the stock option plan. I now ask the secretary to read the proposed resolution to approve and confirm stock option plan.

Be it resolved as an ordinary resolution of shareholders that the company's 10% rolling incentive stock option plan and the form attached to the company's management information circular as Schedule B, be, and is hereby reapproved and confirmed as the incentive stock option plan of the company, including reserving for the issuance under the stock option plan at any time a maximum of 10% of the then issued and outstanding common shares of the company, in accordance with the policies of the TSX Venture Exchange. Any one director or officer of the company is authorized and directed on behalf of the company to take all the necessary steps and proceedings and to execute, deliver and file any and all [variations], agreements, documents and other instruments, whether under the seal of the company or otherwise, and to do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution.

Would someone move to approve this resolution?

I so move.

Thank you, Mr. Lockhard. May I have a seconder?

I second the motion.

Thank you, Mr. Wilton. Is there any discussion on this motion? All in favor of this motion, please signify by raising your hand. [Voting]

Against? [Voting]

I declare this motion duly carried. Is there any further business to be brought before the meeting today? If not, I would call for a motion concluding the formal part of the meeting. Would someone move that the meeting be concluded?

I so move.

Thank you, Mr. Lockhard. May I have a seconder?

I second the motion.

Thank you, Mr. Wilton. All in favor of this motion, please signify by raising your hand. [Voting]

Against? [Voting]

I declare this motion duly carried and the meeting to be concluded. That concludes the formal part of the meeting. We've got a presentation, but we'll now take questions from shareholders. You can submit a question by clicking on the question mark icon in the go to webinar toolbar, typing your question and hitting enter to submit it. We'll just wait a coupe minutes here, gentlemen.

For our first question, has BioSyent received any payroll or other government assistance during the COVID-19 pandemic?

No, we have not. Although we qualified for certain COVID assistance under government programs, we have not taken any support from the government. So our financial results are clean and don't have to be adjusted for any government assistance. We're also quite proud of the fact that none of our employees were disadvantaged by COVID-19. Nobody lost any wage or any time worked.

All right. Our next question here, how is COVID-19 affecting your business now?

Its a long -- It's been a long [Audio Gap]. So today, it's primarily affecting our field sales force in their access to their customers. So they typically engage in a one-on-one selling environment with health care professionals and pharmacists. And essentially, since COVID began, they've been kind of reduced in their ability to access their customers. Of late, with the fairly long-term kind of lockdowns across Canada, that has been the case for those of our reps that call on doctors in the community and the community pharmacy. Our hospital sales reps have had a very difficult time engaging their customers on a one-to-one basis. So their access is reduced. And I would say, overall, as kind of maybe 25% to 33% many calls being made one-on-one with a health care professional, either in person or via a digital means or telephone. In the office, we, right now, are on a flexible schedule that is always a reduced workforce. We invested, pre COVID, in technology platforms so that we were able to transition fairly quickly to operating the business remotely. But the biggest effect, as I say, has been on -- with our sales force and their access to customers.

Okay. Copy that. Next question here. Why is the company's stock option plan being maintained in addition to the RSU plan?

So that's actually a requirement of the the TSX Venture Exchange to operate our RSU plan. So we maintain both plans. We have not been issuing stock options. We have been issuing RSUs to restricted shareowners, to various members of the Board and the executive and managers in BioSyent. And the TSX Venture requires us to have a stock option plan in place to operate our RSUs.

There are no other questions.

Okay. I will get to my how do I wrap it up then. So it looks like there are no further questions. At this point, I'd like to thank you all for joining this meeting. Please stay tuned for our Q1 results, which will be announced tomorrow morning at 8:00 Eastern Daylight Time. A presentation of the Q1 results will also be available on our website, biosyent.com. You can also find our public disclosure documents on our website and on SEDAR. Thank you very much.