Corporate Profile, somewhat hidden on www.bioponic.com.
BIOPONIC INTERNATIONAL CORPORATE PROFILE
November 1, 1998
BIOPONIC INTERNATIONAL (the "Company") is a diversified technology development corporation principally engaged in the design, manufacture and integration of advanced-technology products and services. The Company operates its business through two divisions:
The MR3 Systems Division utilizes the proprietary MR3 technology for the selective extraction, recovery and recycling of metals from industrial wastes, mining and other process streams. This Division builds, equips and operates MR3 metals reclamation plants, either Company-owned or jointly with financial and/or source materials partners. The recovered output is refined and sold into the
metals commodities markets, or as value-added specialty chemical products. In cases where trace metals are removed for environmental remediation purposes, revenues are generated on a removal-services basis. All MR3 plants and facilities are to be operated exclusively by the Company.
Targeted markets which promise the greatest return from recycling metals and/or removal services include: metal finishing and plating; electronic circuit board and microchip manufacturing; textiles and paints; incineration; steel; water purification and desalinization; soil remediation; radioactive waste, photofinishing, and mining and
mine tailings (particularly for the recovery of precious metals).
The Airponic Growing Systems Division utilizes proprietary AGS technology for the accelerated growth of plants used for deforestation (including rainforest reclamation), horticultural and phytochemical production projects. This Division manufactures and sells a complete product line of modular Airponic Growing Systems, on a turn-key project basis, including on-site construction of greenhouse facilities, systems installation and technical training programs. AGS facilities may also be owned and operated by the Company, particularly for purposes of in-house phytochemical production. In 1997, Bioponic introduced a prototype line of
small-scale (table-top) consumer and research AGS products.
Targeted markets include: large-scale environmental reclamation, reforestation and revegetation projects including erosion control, watershed management, and the replication of endangered plant species; horticultural and herbal plant production; and
consumer products for the home appliance and garden products markets. This Division will also operate AGS production facilities for applications involving the extraction of phytochemicals from medicinal plants for sale into the pharmaceutical, cosmetics and natural products markets.
The Company continues its ongoing search for other new, advanced technologies which offer both high profit potential and an opportunity to improve life on the planet.
OUTLOOK
The Company has completed the development of its technology systems and product lines, with both MR3 and AGS facilities now operational. As the first large-scale MR3 plants enter production over the next year, fiscal year 1998-99 earnings should begin to reflect the enormous revenue potential of the Company. By the following year-end
(June 2000) the Company forecasts two 28,000 square foot MR3 plants in operation, with net projected revenue from all operations exceeding $USD41,800,000 for the year ($2.22 per share). The forecast for the following three years assumes MR3 plant capacity increases at the rate of 139,000 square feet (or 600 Tonnes/day throughput)
for 2000-01, 250,000 square feet (or 1,372 Tonnes/day) for 2001-02, and 700,000 square feet (4,430 Tonnes/day) for 2002-03, and AGS sales growth expanding to $51,000,000 per year during the five-year period. Resultant net earnings (before taxes and capital amortization) would equal $161,600,000 for 2001; $453,500,000 for 2002; and
$1,688,000,000 for 2003; or $8.59, $24.10, and $89.68 per share, respectively. (See Proforma Forecast, assumptions and "Safe Harbor" Disclaimer.)
TECHNOLOGY OVERVIEW
MR3 SYSTEMS
The Company's MR3 technology combines high-affinity metal capture, metal refining, waste decontamination, and water purification into a single integrated system. The MR3 System selectively extracts individual metals and separates them into high purity fractions using a cost-effective passive process in an automated, modular treatment
plant. Special MR3 metallic ion-exchange media of unprecedented affinity, selectivity and density remove and purify any targeted metal from aqueous solutions. By separating and extracting individual metals for sale, the process can convert hazardous liabilities into non-hazardous, profitable assets.
MR3 Systems Highlights:
MR3, Inc., a Delaware corporation, acquired on October 7, 1997, in exchange for 2,665,000 shares of common stock. Commercial-scale MR3 System (Model 4M200)operating in Switzerland has successfully demonstrated the selective recovery of individual metals from
mixed-metal industrial waste. Company-owned MR3 (Model 6M200) demonstration and production system manufactured and installed at Company's plant in Butte, Montana, to process zinc, gold and other metals for commercial sale. Entered into joint venture agreement with an international marketing firm to commercialize MR3 in certain countries. Projects are currently being negotiated with potential revenues consistent with forecasts.
AIRPONIC GROWING SYSTEMS
The Company's AGS technology accelerates plant propagation and enhances the growth of a wide variety of plant species. Plants grow in environmentally-controlled AGS greenhouse facilities at a faster rate than with any other known growing method. The System recycles 100% of its nutrient solution, with no toxic dumping, conserving
both water and nutrients without the use of any pesticides or herbicides, in compliance with new environmental regulations prohibiting agricultural toxic dumping and run-off. The AGS process utilizes an oxygen-rich environment, without soil, whereby the plant's root zone is suspended in a growing chamber and pulse-misted
with a custom-designed nutrient solution. The AGS includes hardware consisting of growing chambers, hydrocontrols, digital timers, and PlantCycle recycling equipment, and software consisting of trade secret nutrient and non-toxic chemical formulas.
AGS Systems Highlights:
Airponic facilities sold and installed in the Philippines (1995‹AGS Model-2), and on the Big Island of Hawaii (1996‹AGS Model-2). In April 1998, Company leased back the Hawaii facility for production / demonstration purposes. Completed development of three small-scale consumer products: the Bioponic Home Grower ("BHG"); the XR-1 Research Grower; and the Bioponic Wheatgrass Grower. Negotiations pending with prospective sales and promotional partners for the nationa introduction of the BHG. Patents Awarded: Bioponic recently received Notice of Allowance from the U.S. Patent Office for four new innovations in the area of AGS aeroponic growing. Present discussions pending worldwide for commercial AGS installations with projected total sales consistent with forecasts.
MANAGEMENT TEAM
Randall S. Reis, Chairman of the Board and Co-CEO, age 56, is a business executive and attorney. He is a member of the California, New York and Connecticut State Bars, and a graduate of Amherst College (A.B., 1963) and the Stanford School of Law (J.D.,
1966). Mr. Reis co-founded and has been Chairman of the Board of the Company since July 1991. He has practiced corporate law since 1966 and has provided both management and legal expertise to companies engaged in the development of new products and technologies, including management responsibility for strategic and financial planning, capital funding, new business development and overall corporate operations. From 1985 to 1990 Mr. Reis co-founded and served as CEO and a director of Vitafort International Corporation, a developer of nutritional enhancements to food products which completed a successful Initial Public Offering in 1989.
Steven M. Schorr, President and Co-CEO, age 44, is an inventor / entrepreneur. He attended State University of New York from 1971 to 1973, and has authored 20 U.S. and International Patents, including a U.S. patent on the early aspects his aeroponic technology (US. Patent No. 4,514,930 for a "Method and Apparatus for Aeroponic Plant Propagation", dated May 1985), and four recent patents for innovations in the Airponic process and product design. Mr. Schorr co-founded and has been President of the Company since July 1991. He has over fifteen years of experience in the invention, development, manufacture and marketing of aeroponic products, including product conception, design and development; maintaining greenhouse
research laboratories and directing scientific discovery programs; directing business planning and marketing strategies; implementing greenhouse production projects in the U.S. and abroad; negotiating international sales contracts; and managing manufacturing and research staffs.
Irving W. DeVoe, Ph.D., Vice Chairman of the Board and Chief Science Officer, age 61, is the inventor of the MR3 technology as well as author of 26 U.S. and International patents. Dr. DeVoe joined the Company in October 1997 upon the acquisition of MR3, Inc. by Bioponic International. From 1978 to 1984 Dr. DeVoe was a Professor and
Chairman of the Department of Microbiology and Immunology, Faculty of Medicine, McGill University, Montreal, Canada, and was attached to the Montreal General Hospital and a member of the Research Institute of the Royal Victoria Hospital in Montreal. He has extensive experience in planning, budgetary management, and direct
supervision of R&D operations. From 1984 to 1987 Dr. DeVoe was Chairman of the Board and Senior Scientist of DeVoe-Holbein International, Den Haag, The Netherlands; from 1987 to 1991 he was Chairman and CEO of Metanetix, Inc. in Camarillo, California; from 1991 to 1993 he was President of DeVoe Environmental Laboratory in Palm Springs, California; and from 1993 to 1995 he was the President and Chief Scientist of Metanetix Technical Services in Butte, Montana. Since its founding in 1996 Dr. DeVoe was the Chairman of MR3, Inc. until its acquisition by the Company. Formerly a Research Associate at Argonne National Laboratory, U.S. Energy Commission, Dr. DeVoe has acted as a consultant to government and industry, has
made numerous contributions to scientific journals, and has been an invited speaker at scientific symposia throughout the world.
Felecia Vernon-Chancey, C.P.A., Chief Financial Officer, age 48, is a Certified Public Accountant and graduate of San Francisco State University (B.S., 1989). Ms. Vernon-Chancey has extensive experience in senior financial positions with over fifteen years accounting and audit experience specializing in the development of internal control systems for dynamic, entrepreneurial businesses. She maintains an
active license as a California Certified Public Accountant, and is a member of the American Institute of CPAs and California Society of CPAs. Previously Ms. Vernon-Chancey was the Chief Financial and Accounting Officer for Pacific Gateway Properties, Inc., a public real estate investment company; the Assistant Vice President/Controller for Taremco, a real estate management subsidiary of Transamerica; and Coopers and Lybrand, LLP.
David B. Blythe, Vice President, Engineering and Manufacturing, age 42, has extensive education and experience in electronics engineering, personnel management, human resources development, occupational safety and quality control gained through U.S.
Air Force training as well as through off-campus studies from the University of Maryland and the University of California at San Diego. Mr. Blythe has supervised and managed technical occupations for more than twenty years and was the President of MR3, Inc. prior to its acquisition by Bioponic International in October 1997. Mr. Blythe's responsibilities include engineering and supervision at the MR3 Systems facility in Butte, Montana, as well as site surveys, systems plant development and installations, and all programming of the automated MR3 control systems.
GENERAL CORPORATE INFORMATION
State and Date of Incorporation: California; July 3, 1991
Public Trading: OTC BB
CUSIP Number: 090955 10 5
Fiscal Year: June 30
Main Office:
767 Lincoln Ave., #3
San Rafael, CA 94901
Tel: (415) 460-1994
Fax: (415) 460-1996
Email: info@bioponic.com
Internet: www.bioponic.com
AGS Mfg Facility:
767 Lincoln Ave., #7
San Rafael, CA 94901
MR3 Testing Lab:
45 Congress St.
Salem, MA 01970
MR3 Mfg/Demo Facility:
104 N. Parkmont
Butte, MT 59701
AGS Demo Facility:
Mana Road
Kamuela, HI 96743
Legal Counsel:
Baker & McKenzie
Two Embarcadero Center, 24th Fl.
San Francisco, CA 94111-3909
Wallman, Greenberg, Gassman & McKnight, LLP
Frank J. Hariton, Esq., Of Counsel
350 Fifth Avenue, Suite 3000
New York, NY 10118
Patent Counsel:
Bielen, Petersen & Lampe
1990 N. Calif. Blvd., Suite 720
Walnut Creek, CA 94596
Auditors:
Berg & Company
260 California St., 9th Fl.
San Francisco, CA 94111
Transfer Agent and Registrar:
American Securities Transfer & Trust
1825 Lawrence St., Suite #444
Denver, CO 80202
Sponsoring Broker / Market Maker:
EquiTrade Securities Corporation
23736 Birtcher Dr.
Lake Forest, CA 92630
CAPITAL STRUCTURE
Common Stock (no par)
Authorized: 50,000,000
Outstanding: 18,823,365
Preferred Stock(no par)
Authorized: 5,000,000
Outstanding: 403,680
Fully-Diluted........25,679,725
Shareholder Distribution: Management -70%; Others (410 S/Hs) - 30%
Float (approx.): 500,000 (9/1/98) to 1,000,000 (3/1/99)
FINANCIAL DATA AND PROFORMA FORECAST
Balance Sheet As of May 31, 1998
Assets $1,853,601
Liabilities $ 388,298
Shareholders' Equity
Common stock: $ 2,563,560
Preferred stock: 1,501,540
Accumulated deficit during development stage (2,599,797)
Total stockholders' equity (1,465,303)
Total liabilities and stockholders' equity $ 1,853,601
Pro-Forma Earnings Forecast (in thousands)
Gross Revenues
1997-98* $146
1998-99(e) $ 24,400
1999-2000(e) $ 87,800
2000-01(e) $ 308,100
2001-02(e) $ 853,500
2002-03(e) $2,600,000
Costs/Expenses
1997-98* $1005
1998-99(e) $ 13,900
1999-2000(e) $ 46,000
2000-01(e) $ 146,500
2001-02(e) $ 400,500
2002-03(e) $ 912,000
Net Profit (Loss) **
1997-98* $ (859)
1998-99(e) $ 10,500
1999-2000(e) $ 41,800
2000-01(e) $ 161,600
2001-02(e) $ 453,500
2002-03(e) $ 1,688,000
Earnings/Share***
1997-98* $ (0.05)
1998-99(e) $ 0.56
1999-2000(e) $ 2.22
2000-01(e) $ 8.59
2001-02(e) $ 24.10
2002-03(e) $ 89.68
* = YTD of 5/31/98
** = Pre-tax and capital carry costs.
*** = Based on 18,823,365 shares (e) = estimated.
Assumptions:
Over 90% of projected revenue is from MR3 Division operations. Other than revenue from the Butte, Montana, MR3 facility (beginning 4Q1998), all projected MR3 results are derived from a financial model based on the capacity of the Company to finance, build, equip and operate fifteen MR3 plants (totaling 1,145,000 square feet and 6,600
Tonnes per day throughput) completed over the five-year period ending June 30, 2003. No provisions have been made for the amortization of capital costs, including joint partner shares, which will vary by transaction and adjustments will depend on the ownership percentage retained by the Company (if less than 100%). Expansion forecast is not based on any contracted business in place as of the date hereof.
Additional assumptions in the financial model include: number of metals processed, tonnage yields, metals prices, commissions, source availability , payment terms and manufacturing and plant scale-up scheduling.
"Safe Harbor" Disclaimer
All projections, estimates, compilations of future earnings and/or market share represent the best estimate by management of the expected future growth of the Company. While management believes all facts and figures presented to be accurate, no assurances can be given that any of the projected figures will be attained. Statements
contained herein, looking forward in time, involve certain risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the industries, market acceptance risks, and other risk factors. Information provided by the Company in this document contains, and from time to time may contain,
"forward-looking" information, as that term is defined by the Private Securities Litigation Reform Act of 1995 (the "Act"). The Company cautions that any forward-looking statements made by the Company are not guarantees of future performance, and that actual results may differ materially from those in the forward-looking statements as a
result of various factors, including, but not limited to, the Company's ability to establish and sustain its substantial projected growth, or be able to fully implement its business strategies, or that management will be able to successfully integrate its diversified operations. The aforementioned forward-looking statements, as well as other forward-looking statements made in this document, are qualified in their entirety by these cautionary
statements, which are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the "safe harbor" provisions of the Act. |
