BioSyent Inc.

Hello. Welcome to the Q4 and full fiscal year 2025 results presentation for Bioscient Inc. My name is Rene Gorham and I'm the president and CEO of the company. Today you'll hear that we closed out a very solid year in 2025 and today's presentation will touch on our recent oral science acquisition. but the results that I'll be reviewing with you are for the period ended December 31st, 2025, which is before our March acquisition date of Oral Science. I will be discussing Oral Science, but for more detail on the transaction, I encourage you to also look at our February 9th deal announcement press release and our March 2nd deal closing press release and our MD&A and financial statements for the period that I'm reporting on for you today. I want to draw your attention to our forward-looking disclaimer. No doubt I will be making some forward-looking statements in today's presentation. Since I presented to you last, there have been some changes in our brand slide. So you see now we've added a number of the brands that are promoted and distributed by Oral Science and added those to our specialty pharmaceutical brands as well. So back to a Bioscience Inc. ending December 31st presentation. This is X, any business results from Oral Science. So you see for the quarter, our revenue reached just under $9.7 million. up 10% from the year ago. That's Canadian Pharma, International Pharma and our legacy business. Our EBITDA for the period was just over 2.5 million. That's up 13% to the year ago. And our net income after tax was just under $2 million, a lift of 23% versus the year ago. And you see that both our EBITDA and our NEAT margins stayed strong for the quarter. On a full year basis, our revenue exceeded $43 million, and that was up 23% to the year ago. Once again, Canadian pharma, international pharma, and legacy combined. Our EBITDA was just over $12.1 million, an increase of 30% to the year ago, and our net income after tax was just over $9 million, up 24% to the year ago. Once again, EBITDA and net income margins staying strong for the year. On a business unit or brand basis, you see here the Canadian pharmaceutical business was up 3% in Q4, up 13% for the full year. There are some puts and takes in the mix here. The notable ones that I'd like to point out for you in the Canadian pharmaceutical business, Comagisic, we have now exited the Comagisic business. We have long communicated that to shareholders and investors. And the last month that we recorded any sales was January. So we're out of that business and we'll be speaking about that again. And you'll also notice that the Gell-Claire, notably red on this slide, we have paused promotion of Gell-Claire at the moment pending the outcomes of four clinical trials that we have underway. And we'll have more to report when we have those results. Overall, our international pharma business had a solid quarter and a very strong year at over 300% growth. Keep in mind that includes $2.4 million of new sales. So a new additional sales from the Tabelia International business, which we acquired in September of 2024. Our legacy business also had a strong year, both on a quarter basis and on a full year basis. And you see how that summed up to total company revenue of 43% growing, 43 million, I should say, for a full year growing 23% to the year ago. So then how did that translate to earnings? You see here that we earned 78 cents for the full year. That was 17 cents in the quarter. Q4 of 2025 represented our 62nd consecutive profitable quarter. We came profitable in mid-year of 2010. And since then, we have been consistently profitable in the business. You see the 78 compares quite favorably over the historic quarter the year ago, 62, and even back to 54 cents two years ago. So I'd like to touch on a couple of highlights for the year. We made the Tibelia acquisition, and towards the end of 24, we started shipping in the first quarter of 25, and we've subsequently shipped into 26. That now will feature likely as a quarterly revenue business. So take some of the lumpiness out of our international business. We paid a five cent quarterly dividend for a total of 20 cents paid last year in dividends. That was an 11% increase versus 2024. In April of 25, Fairmax was named the number one oral iron supplement amongst doctors and pharmacists in Canada. That was the 10th consecutive year, and I would say stay tuned. We expect to get more information on how the survey went recently, and we expect that information to come, I believe it's in April. For the year, we repurchased 19,500 shares, so repurchased and canceled under our NCIB. For those of you that follow us fairly closely, you'll have a good idea of why we paused our NCIB as we're working on the oral signs transaction. And we had a solid expectation that we would be deploying capital into that transaction. And we just wanted to keep some powder dry for that eventuality. Turning now to 26 highlights. Clearly, the most notable is our acquisition of Oral Science. We announced that in early February and closed the transaction on the 1st of March and announced it on March 2nd. And you'll then be seeing results of our business going forward, including this quarter that we're in, results of which we'll be announcing in May. We'll include one month of the oral science business. On March 13th, we paid a quarterly dividend. was an increase of 10% versus the prior year quarterly dividends. So we're now at 5.5 cents a share. So on a full year basis, one can look forward to a 22 cents a share paid in dividends this year. Given the fact that there's an armed conflict in the Middle East, I think it's appropriate to talk about geopolitics, trade, and economy. So we're tracking the situation with the war in the Middle East, both for direct and indirect impacts on our business. And certainly at this point in time, we don't expect any positive impacts. We're assessing downsides. At this point in time, I would say that there's nothing specific to report. We do business with Fairmax in the Middle East. We have several customers there and we have made shipments already this year to the market. We have further orders that are in production. We have prepayments against those orders. And we have every intention that the goods will be flowing. However, we've also got to be mindful of the situation and we're monitoring closely. I'd say at a kind of a higher level, you know, the percentage of our business that is now flowing through Fairmax into the Middle East is quite a bit lower than it was four or five years ago. And that's just because overall the business has grown. So the impact materiality of this situation on our business think is quite manageable. With respect to trade and tariffs, there's nothing new to report. I have spoken about this in the past. We do not ship into the United States with the pharmaceutical business. We do not ship into the United States on the oral health business. And so the fact that there are tariffs on certain products and certain product categories is being applied by the United States has not affected our business. So nothing's changed there. I know that the free trade agreement that we have is going to be reviewed. It's in the queue to be reviewed this year, subject to confirmation of whether that occurs or not. It's, I think, a fairly dynamic situation as well. So far, the Canadian economy has been resilient. Unemployment is up slightly. 6.7% most recently reported versus 6.6% in the year-ago period. The wages are up 3.9%. So the Canadian consumer slash Canadian patient seems to be hanging in there. That is something we keep our eye on. Of course, we have several cash pay products, and they are premium products, both in the pharmaceutical and in the oral health business. So they're essentially with premium value-added products. And we rely on the purchase decisions and the consumer and the patient to value those products for solving or addressing a need and to pay that premium. So at this point in time, we've seen no impact on demand for the Canadian business and the Canadian consumer. Let's move on now to some comments about our oral science acquisition. So oral science is a privately owned Canadian distributor company. owner and distributor of specialized healthcare products for dental hygiene and oral health. The share purchase agreement closed on March 1st. We acquired a hundred percent of the issued oral science shares from shareholders and founders of oral science. The purchase price of 25 and a half million included 6.3 million in working capital. And let me be clear about included. In other words, when we took possession of the company, it had $6.3 million. working capital in it, or that was the expectation. And in fact, there was $2 million of excess working capital in the businesses. They had a strong January and February. And so our cash inventory and receivables are greater than negotiated by $2 million. So there is an earn out, a performance earn out that is conditioned on EBITDA performance and and will be concluded at the end of 2026. And we do have royalties on the future sales of one product in the portfolio. So the purchase price implies a 6.2 times EBITDA. And if you recall a different number in previous communication, that is because, of course, Oral Sciences closed off their year, and they had some growth in EBITDA in the fourth quarter. So on a trailing 12-month basis, we essentially... implies a purchase price of 6.2 times of EBITDA. Part of the purchase price was in shares of Bioscience. So the shareholders and founders and key management of Oral Science are now shareholders of Bioscience to the tune of about 2% of our Bioscience-issued shares outstanding. And Oral Science Inc. is now a wholly-owned subsidiary of Bioscience. We'll continue to operate Oral Science as a stand-alone company oral health business unit of BioSign. And the operations, core operations will continue in Brassard, Quebec, which is in suburban Montreal. So a little bit about the oral science business. This is a growing revenue stage oral health company. They've got a track record of developing and in-licensing and distributing both while in-licensed and owned products. The company was founded in 2003. About a third of the sales of oral science last year were from proprietary products, owned brands, and about two-thirds from unlicensed. And that splits roughly half and half between sales to dental clinics across Canada and sales to consumers, either through the pharmacy channel or direct to consumer, direct to patient through various online platforms directly from oral science. The business model itself, quite similar to bioscience, where we own some of our brands and the intellectual property and trademarks. We have contract manufacturing, very similar to oral science. So the model is similar. This adds a new therapeutic area for us. In 2025, oral science had just under $31 million in revenue. This is using ASPE accounting, so this will be one change when When we start reporting consolidated results, there are some modifications to how financials are reported for private companies versus IFRS for bioscience. And for that same period of time, EBITDA was $4.1 million. The company itself had a strong growth track record showing around a 15% compound annual growth rate on the revenue side and obviously profitable through that process as well. So I want to take a couple of minutes to talk about the financing of the acquisition and kind of give you a peek at balance sheet impacts. So we paid $25.5 million plus $2 million for excess working capital. So that was satisfied in combination through $16.3 million in cash liquidity on our balance sheet when we closed. We took on $8 million of debt from the Royal Bank, who have been our long-term banker, $6 million in a term loan and a $2 million revolver. We also paid $3 million of bioscient common shares. I've already spoken on that on a previous slide. And a portion of the previously intended cash purchase price was satisfied in the $200,000 worth of RSUs granted on that. the closing date. We expect the debt that we took on for this acquisition to be fully repaid in 2026. And in fact, the day after the transaction closed, we reduced the debt by a million. And I think it's been further reduced by another million dollars. So we're now the eight is down to six and we expect the debt to be definitely repaid by the end of this year. It's a highly likely that the debt will be fully repaid by the end of the third quarter of 2026. I will be speaking more on NCIB and dividends, but please know that our intention is to continue with dividends. That's evidenced by the fact that we not only are continuing, but have increased our dividend. And we also intend to be active buying back our shares through the NCIB. So our board has allocated capital to that as well. The right-hand side of the slide just gives you an indication of what our cash position was pre and post closing. The balance sheet was strong at $17 million of cash on the day after we closed or the day we closed. And you can see how the non-current assets went up with the acquisition. And we took on the bank debt, which, as I've indicated, is on its way down. I'm going to spend a couple of minutes just reinforcing the strategic rationale for our acquisition of oral science. Off the top, the transaction builds scale in our revenue and profit. I'll show you in a couple of minutes pro forma combined what that looked like for the year ending December 31st of 2025. But it was a significant build in revenue and profitability. It's strategic use of capital to accelerate our growth. and to build resilience across the company, really through a diversification of our revenue streams. The oral science business is well diversified in the first place, and that diversification then further adds to the bioscience existing pharmaceutical business. And importantly, this has essentially given us a new platform to go hunting for new opportunities for in licensing and acquisition. both in pharmaceutical, spec pharma, and also in oral health. So what do we look like going forward? We have our pharmaceutical business, which is organized along community and women's health, specialty products, and international business, so international customers, Faramax and Tabelia. There's the oral health business, I have spoken in previous communication about some opportunities to acquire new customers for owned brands of oral science, and we will be doing that. And then, of course, we have our legacy business, which I guess over time continues to represent a smaller and smaller percentage of total, but it had a very strong performance in 2025. So we'll continue to look for opportunities to expand the business, to grow, to diversify our revenue streams. We'll just now be doing that both in pharmaceutical and in the oral health platforms. So for a moment back to the pharma business, I mentioned Fairmax, been a strong performer, continues to be a strong performer with 10 years, number one recommended amongst doctors and pharmacists. It has featured strongly in our activity with launching innovation products and making acquisitions over a six-year period of time, starting in the, I'll call it the summer of COVID, when we launched Tabela. And you can see here a number of product launches and a couple of acquisitions, that being Tabelia Global in September of 24 and Oral Science just recently in March of 26. So as we look back, To the first year that we came profitable, that was 2010. I made reference to that a couple of minutes ago on an earlier slide. So you see here the evolution of our business on a revenue and profit basis. The green bar is representing revenue. Over that period of time, a 15-year period using 2010 as the base year, our revenue grew by 26 times and our net income after tax, which is the solid blue line, grew by a factor of 173 times. When we came profitable, we had two of our current products in our portfolio, Fairmax and Protected, which is our legacy product. And on the right hand side, you can see now what's in the portfolio. And we've also added in the graphic, we've added oral science. So having done that, let us show you what that looks like as if we had owned oral science for the full year of 2025. So this is a pro forma look at the business. If we added oral science to the performance of a revenue performance of bioscientists, we've already walked you through. You can see revenue in excess of $70 million on a combined basis. So in essence, take that looking forward as a pro forma basis for us to continue to build our business and generate incremental cash flow from operations. That leads us to a quick look at the cash portion of the balance sheet. You can see our history. This is showing you December 31st, 23, 24, 25. You can see we were in a range of cash. We were managing that through NCIB and dividend payments. And we obviously, since this period has been, or I'm reporting now this period, we've deployed capital into acquisitions. of oral science. So there have obviously been changes here that I've already walked you through. In 25, we had cash from operations of $9 million. Just to remind you, I just told you a few moments ago, but $9.1 million of net income after tax. So strong kind of cash correlation to NEAT. Modest buyback activity, NCIB of $200,000 for the year. I've explained why. We paid $2.3 million in dividends. finished the year just under $33 million of working capital. So strong focus on execution of our strategy drove a trailing 12-month return on equity of 24%. And then, of course, we deployed the cash into oral science. So I've been talking about this graphic for a number of years. Up until 2024, we were primarily executing our strategy through in licensing and organic growth of previously in licensed products. We have now made two moves in acquisition, Debelia and World Science. So we're deploying capital into product launches, into acquisition. Our strategy is focused around our revenue growth and profit growth, diversifying our revenue streams and taking decisions in the business with the long term in mind. So continually focused on growth and longevity simultaneously. Our business model is capital light and cash generating. That has not changed with the addition of oral science to our portfolio. We'll continue to pay quarterly dividends. And as I've mentioned, we will also opportunistically look for moments when we can acquire shares through NCIP. To date, we have deployed $6.9 million into dividends bought back shares of 22.6 million. So we're now creeping up on $30 million returned to shareholders. And our business, as I mentioned a couple of slides ago, has grown consistently and significantly over that period of time. A quick wrap up on our cap table, in essence, I'd like to just take a moment here and remind the viewer and listener that we have not issued any share options in the business now. It goes to six or seven years. We have replaced share options with RSUs and we use our strong balance sheet to go into the market, buy bioscience shares and hold them in trust for our obligations as they come due under the RSU plan. So we have not been diluting through management and director compensation or managing the business as owners because we are significant owners as a group. Just want to draw your attention to one further item on this slide if you're kind of used to seeing us do a calculation PE and enterprise value EBITDA multiple. This is calculated for the purpose of this slide as by a scientist as a standalone business for the period ending December 31st of 2025, of course. On a go-forward basis, those numbers would change quite significantly when we combine the oral science business. So we look forward to reporting that business performance to you in the future. A quick reconciliation of our EBITDA, which we're required to give you. I'll end on this slide and just remind you that BioScience is a profitable, well-capitalized business. We have growth assets in the portfolio and we are looking forward to continuing to deliver long-term growth and total shareholder return. Thank you.