SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
December 31, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD FROM
__________ TO __________
Commission file number 0-19333
Bion Environmental Technologies, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-1176672
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 17th Street, Suite 3310, Denver, Colorado 80202
--------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
(303) 294-0750
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
The number of shares outstanding of registrant's classes of common stock, as of
February 11, 2000:
Common Stock, No Par Value, 11,807,660
Transitional Small Business Disclosure Format (Check one): Yes ___ No X
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets:
June 30, 1999 and December 31, 1999
Unaudited Consolidated Statements of Operations:
For Six Months Periods Ended
December 31, 1998 and
December 31, 1999
Unaudited Consolidated Statements of Operations:
For the Three Month Periods Ended
December 31, 1998 and
December 31, 1999
Unaudited Consolidated Statement of Changes in Shareholders
Equity for the Period June 30, 1999 through December 31, 1999
Unaudited Consolidated Statements of Cash Flows:
For the Three Month Periods Ended
December 31, 1998 and
December 31, 1999
Notes to Unaudited Consolidated Financial
Statements
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PART II OTHER INFORMATION
ITEMS 1-6
<PAGE>
PART I Financial Information
ITEM 1. Financial Statements
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
------------ ------------
(Unaudited)
Assets
<S> <C> <C>
Current assets
Cash and cash equivalents .............................. $ 662,177 $ 55,583
Accounts receivable (net of allowance of
$2,000) 28,054 60,452
Contract receivables (net of allowance of
$10,000) 1,310 33,310
Work in Progress ..................................... 6,000 --
Mortgage Receivables held for sale ..................... -- 260,000
Prepaid consulting service, current portion ............ 240,000 240,000
------------ ------------
Total current assets ........................... 937,541 649,345
------------ ------------
Property and equipment
Computers and equipment ................................ 316,967 316,967
Accumulated depreciation ............................... (174,052) (146,207)
------------ ------------
142,915 170,760
------------ ------------
Other assets
Prepaid consulting service, long-term portion .......... 240,000 360,000
Other prepaid assets ................................... 159,476 86,735
Patents, net ........................................... 38,218 39,834
Deposits and other ..................................... 11,222 10,557
------------ ------------
Total other assets ............................. 448,916 497,126
------------ ------------
Total assets .............................................. $ 1,529,372 $ 1,317,231
============ ============
Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable ....................................... $ 49,948 $ 340,202
Accounts payable - related party ....................... -- 17,924
Note payable and accrued interest .................... 200,865 190,065
Related party notes payable and accrued ................ 21,739 20,524
interest
Capital lease obligations .............................. 40,336 55,688
Accrued expenses ....................................... 19,441 31,740
Accrued payroll ........................................ 135,318 319,461
------------ ------------
Total current liabilities ...................... 467,647 975,604
Long-term liabilities
Related party notes payable and accrued
interest .............................................. 4,051,279 2,478,264
Related party note payable and accrued
interest for consulting services ....................... 672,710 634,955
Capital lease obligations .............................. 26,427 37,196
------------ ------------
Total liabilities .............................. 5,218,063 4,126,019
------------ ------------
Commitments and contingencies
Shareholders' deficit
Common stock, no par value, 100,000,000
shares authorized, 11,781,410 and 10,092,795 shares
issued and outstanding at December 31, 1999 and
June 30, 1999, respectively........................... 14,417,935 12,060,705
Common stock subscribed ................................ -- 60,000
Non-recourse promissory note ......................... (500,000) --
Related party note payable discount .................. (461,644) --
Accumulated deficit .................................... (17,144,982) (14,929,493)
------------ ------------
Total Shareholders' deficit .................... (3,688,691) (2,808,788)
------------ ------------
Total liabilities and Shareholders' deficit ............... $ 1,529,372 $ 1,317,231
============ ============
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Unaudited Consolidated Statements of Operations
Six Months Ended
December 31,
------------------------------
1999 1998
------------ ------------
Soil sales ............................. $ 55,262 $ 43,228
System contract revenues ............... 16,000 60,696
------------ ------------
Total revenues ......................... 71,262 103,924
Contract costs ......................... 161,195 210,748
------------ ------------
Gross (loss) ........................... (89,933) (106,824)
General and administrative expenses .... 1,665,072 910,657
Research and development ............... 160,140 122,307
------------ ------------
Loss from operations ................... (1,915,145) (1,139,788)
Other income (expense)
Interest income ..................... 4,471 --
Interest expense .................... (247,380) (34,995)
Other income (expense), net ......... (185) (5,723)
Loss on Sale of Mortgage Receivable (57,250) --
------------ ------------
Net loss and comprehensive loss ........ $ (2,215,489) $ (1,180,506)
============ ============
Basic loss per common share ............ $ (.21) $ (.13)
============ ============
Weighted common shares outstanding ..... 10,533,338 8,892,784
============ ============
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Unaudited Consolidated Statements of Operations
Three Months Ended
December 31,
------------------------------
1999 1998
------------ ------------
Soil sales ........................ $ 11,314 $ 14,856
System contract revenues .......... 16,000 25,196
------------ ------------
Total revenues .................... 27,314 40,052
Contract costs .................... 61,732 87,907
------------ ------------
Gross (loss) ...................... (34,418) (47,855)
General and administrative expenses 785,346 518,183
Research and development .......... 71,324 55,308
------------ ------------
Loss from operations .............. (891,088) (621,346)
Other income (expense)
Interest income ................ 998 --
Interest (expense) ............. (136,291) (19,847)
Other income (expense), net .... (4,943) (13,080)
------------ ------------
Net loss and comprehensive loss ... $ (1,031,324) $ (654,273)
============ ============
Basic loss per common share ....... $ (.09) $ (.07)
============ ============
Weighted common shares outstanding 10,866,299 8,951,608
============ ============
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Unaudited Consolidated Statement of Changes in Shareholders' Equity
<TABLE>
<CAPTION>
Non-Recourse Common Related Party
Common Promissory Stock Note Payable Shareholders' Accumulated
Shares Amount Note Subscribed Discount Deficit Total
----------- --------- ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at June 30, 1999 10,092,795 $12,060,705 $ -- $ 60,000 $ -- $(14,929,493) $(2,808,788)
Conversion of common stock
subscriptions to notes payable -- -- -- (60,000) -- -- (60,000)
Issuance of common stock
for cash 66,667 100,000 -- -- -- -- 100,000
Issuance of common stock
for services 72,169 143,901 -- -- -- -- 143,901
Net (loss) for the three months
ended September 30, 1999 -- -- -- -- -- (1,184,165) (1,184,165)
---------- ----------- --------- ------- --------- ------------ -----------
Balances at
September 30, 1999 10,231,631 12,304,606 -- -- -- (16,113,658) (3,809,052)
Issuance of common
stock for cash 210,500 318,250 -- -- -- -- 318,250
Issuance of common
stock for services 106,853 205,830 -- -- -- -- 205,830
Issuance of warrants
for cash (net of $500,000
non-recourse promissory note) -- 1,000,000 (500,000) -- -- -- 500,000
Issuance of stock in conversion
of a note payable 60,000 127,605 -- -- -- -- 127,605
Issuance of stock and warrants
in related party note payable
and warrant exchange 1,172,426 461,644 -- -- (461,644) -- --
Net (loss) for three months
Ended December 31, 1999 -- -- -- -- -- (1,031,324) (1,031,324)
---------- ----------- --------- ------- --------- ------------ -----------
Balances at 12/31/99 11,781,410 $14,417,935 $(500,000) $ -- $(461,644) $(17,144,982) $(3,688,691)
========== =========== ========= ======= ========= ============ ===========
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Unaudited Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
December 31,
----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss ..................................... $(2,215,489) $(1,180,506)
Adjustments to reconcile net loss to net cash
used in operating activities -
Depreciation and amortization .............. 29,461 28,099
Issuance of stock for services,
compensation and interest ................. 349,731 23,620
Issuance of subscribed stock for services .. (60,000) 23,000
Issuance of note payable for consulting
services .................................. 120,000 --
Loss on sale of mortgage receivables ....... 57,250 --
Changes in assets and liabilities -
Receivables and work-in-progress.......... 58,398 24,666
Prepaid expenses and other ............... (73,406) 349
Accounts payable ......................... (308,178) 93,194
Accrued liabilities ...................... (196,442) 155,587
----------- -----------
Net cash used in operating activities .. (2,238,675) (831,991)
----------- -----------
Cash flows from investing activities
Purchases of equipment ....................... -- (2,969)
----------- -----------
Net cash (used in) provided by
investing activities ................. -- (2,969)
----------- -----------
Cash flows from financing activities
Payments on notes payable .................... -- (3,000)
Proceeds from sale of mortgages .............. 202,750 --
Proceeds from notes payable .................. 1,622,785 235,000
Proceeds from stock and stock subscription
issuances ................................... 545,855 539,424
Proceeds from exercise of options and warrants -- 82,500
Proceeds from sale of warrants ............... 500,000 --
Payments on capital lease obligations ........ (26,121) (34,622)
----------- -----------
Net cash provided by financing
activities ............................ 2,845,269 819,302
----------- -----------
Net increase in cash and cash equivalents ...... 606,594 (15,658)
Cash and cash equivalents at beginning of period 55,583 19,104
----------- -----------
Cash and cash equivalents at end of period ..... $ 662,177 $ 3,446
=========== ===========
</TABLE>
Continued on following page.
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Unaudited Consolidated Statements of Cash Flows
Continued from previous page.
Supplemental disclosure of cash flow information
Cash paid during the six months for interest was $6,668 (1999) and $10,464
(1998).
Supplemental disclosures of non-cash financing activities for the six months
ended December 31, 1999 -
Converted $310,455 of accounts payable to notes payable.
Converted $78,333 in accrued expenses into a note payable.
Converted $224,855 in accrued interest into notes payable
Converted a $60,000 stock subscription into a note payable.
Issued 2,500,000 warrants for $500,000 cash and a note
receivable of $500,000.
Exchanged convertible notes payable with related parties and issued
1,172,426 shares of common stock and additional class z warrants in
exchange for outstanding class x warrants, valued at $461,644.
Supplemental disclosures of non-cash financing activities for the six months
ended December 31, 1998-
Converted $3,000 of common stock subscribed into 800 shares of common
stock.
Converted $77,710 of notes payable and interest into 12,862 shares of
common stock.
See notes to unaudited consolidated financial statements.
<PAGE>
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
Note 1 - Summary of Accounting Policies
The summary of the significant accounting policies of Bion Environmental
Technologies, Inc. ("Company") is incorporated by reference to the our annual
report on Form 10-KSB/A at June 30, 1999.
The accompanying unaudited financial statements and disclosures reflect all
adjustments (all of which are normal recurring adjustments) in the ordinary
course of business which in the opinion of management are necessary for a fair
presentation of the results of operations, financial positions, and cash flow.
The results of operations for the periods indicated are not necessarily
indicative of the results for a full year.
Note 2 - Continued Operations
The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and liquidation of
liabilities in the ordinary course of business. We have not yet begun earning
significant revenue from its planned principal operations. Consequently, as of
December 31, 1999, we have incurred accumulated losses totaling $17,144,982,
resulting in an accumulated Shareholders' deficit of $3,688,691. Cash flows from
current operations are not sufficient to meet obligations. Management plans
include continuing efforts to obtain additional capital to fund operations until
contract sales along with sales of BionSoil(TM) are sufficient to fund
operations. There can be no assurance that we will be able to successfully
attain profitable operations or raise sufficient capital.
Note 3 - Capital Structure
Because we have a relatively complex capital structure the following capital
structure details are set forth:
Common Stock
- ------------
As of February 11, 2000 we had 11,807,660 (1) shares of Common Stock issued and
outstanding.
Options
- -------
Expiration
----------
Directors
$1.55 11,112 Vested 08/19/02
$2.04 11,112 Vested 08/19/02
$2.91 11,112 Vested 11/17/03
$1.61 10,000 Vested 08/04/04
-------
Total Directors 43,336
Employees (Vested) $2.25 474,000 (2) Vested 12/21/01
$2.50 40,000 (3) Vested 12/31/01
$2.50 19,445 Vested 08/01/00
$2.50 40,000 Vested 12/31/02
$2.70 55,556 Vested 12/31/02
$3.04 1,112 Vested 01/28/01
$3.60 87,461 Vested 03/03/00-12/31/02
$3.72 1,112 Vested 08/31/00
$4.05 1,112 Vested 11/30/00
$5.40 33,200 Vested 03/03/00-12/31/01
$5.63 1,112 Vested 05/31/00
$7.20 39,857 Vested 12/31/01
$9.00 11,112 Vested 12/31/01
-------
Total Employees (Vested) 805,079
Total Vested
(Directors and Employees) 848,415
(1) Includes 16,666 shares not vested at February 11, 2000.
(2) Each holder has agreed to exercise these options with outstanding promissory
notes of Bion upon certain conditions.
(3) Holder has agreed to exercise using outstanding long term payable of Bion
upon certain conditions.
Employees Vesting Dates Expiration
(Non-vested)
$2.50 300,000 03/30/00-06/30/02 12/31/01-06/30/03
$3.60 220,707 04/30/00-04/30/02 12/31/02
$5.40 16,134 03/16/00-09/01/00 12/31/02
$7.20 212,161 03/04/00-08/16/02 12/31/01-12/31/02
$13.50 176,988 04/30/00-04/30/02 12/31/02
-------
Total Non-vested 925,990
Total Vested and
Non-Vested 1,774,405
Warrants
- --------
As of February 11, 2000, we have the following warrants outstanding:
Warrant Shares Expiration Date Exercise Price
- ------------- ------------- --------------- --------------
Class AA.01 15,000 (1) 5.40
Class D2P 2,500,000 (2) 1.75
Class D2C 2,500,000 (3) 2.50
Class G-5.1 1,115 (4) 2.70
Class G-5.2 919 (5) 2.70
Class G-6 3,148 (6) 5.40
Class G-8 27,779 (7) 5.40
Class H-1 11,112 (8) 4.50
Class H-2 16,112 (9) 2.70
Class H-9 11,112 (10) 9.00
Class H-9.1 11,112 (11) 11.25
Class H-9.2 11,112 (12) 7.20
Class H-9.3 11,112 (13) 13.50
Class H-9.4 11,112 (14) 5.40
Class H-10 18,519 (15) 3.60
*Class H-16 38,000 (16) 2.25
Class I-1 4,167 (17) 5.40
**Class X 1,116,012 (18) 8.00
***Class Z 6,323,884 (19) 13.50
--------- -----------
12,631,327 $1.75-13.50
---------- -----------
* Holder has agreed to exercise by cancellation of promissory note of Bion on
certain conditions.
** Holders of approximately 415,199 Class X Warrants have agreed to
participate in a future registered exchange offer subject to terms and
conditions.
*** Holders of approximately 5,937,823 Class Z Warrants have agreed to
participate in a future registered exchange offer subject to certain terms
and conditions.
1. Class AA.01 warrants may be exercised to purchase 15,000 shares of common
stock for approximately a 28 month period beginning August 12, 1999 and
ending December 31, 2001.
2. Class D2P warrants may be exercised to purchase 2,500,000 shares of common
stock for a 60 month period beginning December 23, 1999 and ending December
31, 2004.
3. Class D2C warrants may be exercised to purchase 2,500,000 shares of common
stock for a 54 month period beginning January 1, 2000 and ending June 30,
2004.
4. Class G-5.1 warrants may be exercised to purchase 1,115 shares of common
stock for a 60 month period beginning January 22, 1996 and ending January 21,
2001.
5. Class G-5.2 warrants may be exercised to purchase 919 shares of common stock
for a 60 month period beginning September 13, 1996 and ending September 12,
2001.
6. Class G-6 warrants may be exercised to purchase 3,148 shares of common stock
for a 60 month period beginning April 21, 1997 and ending April 20, 2002.
7. Class G-8 warrants may be exercised to purchase 27,779 shares of common stock
for a 37 month period beginning June 5, 1997 and ending June 30, 2000.
8. Class H-1 warrants may be exercised to purchase 11,112 shares of common stock
for a 60 month period beginning August 21, 1996 and ending August 20, 2001.
9. Class H-2 warrants may be exercised to purchase 16,112 shares of common stock
for a 60 month period beginning August 21, 1996 and ending August 20, 2001.
10.Class H-9 Warrants may be exercised to purchase 11,112 shares of common
stock for a 47 month period beginning February 1, 1997 and ending December
31, 2001.
11.Class H-9.1 Warrants may be exercised to purchase 11,112 shares of common
stock for a 47 month period beginning February 1, 1997 and ending December
31, 2001.
12.Class H-9.2 Warrants may be exercised to purchase 11,112 shares of common
stock for a 47 month period beginning February 1, 1997 and ending December
31, 2001.
13.Class H-9.3 Warrants may be exercised to purchase 11,112 shares of common
stock for a 47 month period beginning February 1, 1997 and ending December
31, 2001.
14.Class H-9.4 Warrants may be exercised to purchase 11,112 shares of common
stock for a 47 month period beginning February 1, 1997 and ending December
31, 2001.
15.Class H-10 may be exercised to purchase 18,519 shares of common stock for a
50 month period beginning November 2, 1998 and ending December 31, 2002.
16.Class H16 may be exercised to purchase 38,000 shares of common stock for a
24 month period beginning January 1, 2000 and ending December 31, 2002.
17.Class I-1 warrants may be exercised to purchase 4,167 shares of common stock
for approximately a 42 month period beginning June 9, 1998 and ending
December 31, 2001.
18.Class X may be exercised to purchase 1,116,012 shares of common stock for a
24 month period beginning January 1, 2000 and ending December 31, 2001.
19.Class Z warrants may be exercised to purchase 6,323,884 shares of common
stock for a 24 month period beginning January 1, 2000 and ending December 31,
2001.
At February 11, 1999, there were warrants exercisable to purchase 12,631,327
shares of common stock.
Convertible Notes
- -----------------
The following notes can be converted, in whole or in part, at the holders'
option into shares of common stock at a price of $1.80 per share.
Note Amount Underlying Shares of Stock
-------------- --------------------------
(at 12/31/99)
LTLK $1,151,754.14 639,864
LTLK $ 279,102.99 155,058
Defined Benefit
Plan
Dublin Holding, Ltd. $1,655,854.84 919,920
H. Northrop $ 330,079.78 183,378
------------- ----------
TOTAL $3,416,791.75 1,898,220
Holders of the above convertible notes have agreed to convert under certain
conditions. See our Forms 8-K and 8-K/A-1 dated December 11, 1999.
We have $1,543,095 in long term notes due on December 31, 2001 (including the H.
Northrop note above). Holders of $1,213,015 of the long term notes have agreed
to exercise outstanding options/warrants under certain conditions. See Forms 8-K
and 8-K/A-1 dated December 11, 1999. A total of $3,086,712 in long-term
convertible notes are due on December 31, 2002. (See above.)
Note 4 - Accounting on Material Agreements
In connection with our agreements between D2 Co. LLC ("D2"), as reported on
Forms 8-K and 8-K/A-1 dated December 11 ,1999, we issued 2,500,000 warrants for
$1,000,000 receiving $500,000 cash and a $500,000 non-recourse promissory note.
The promissory note has been recorded as a reduction to equity until payment is
received on the related warrants.
We have also issued 2,500,000 warrants as part of the payment for services to be
rendered by D2 under the related agreements. We will record the value of the
warrants issued and recognize the expense over the three-year life of the
agreement.
In connection with the exchange of related party convertible notes payable and
warrants for new convertible notes payable, common stock and warrants, we have
recorded $461,644 as a discount on the new related party notes payable. Due to
the involvement of related parties, we have presented the discount as a contra
to Shareholders' deficit. The amounts recorded reflect the difference in fair
values of the equity instruments exchanged. The discount is being amortized over
the life of the debt as additional interest expense. See our Forms 8-K and
8-K/A-1 dated December 11, 1999.
Note 5 - Subsequent Events
During the month of January 2000 we issued 21,950 shares of registered stock
under our Fiscal Year 1994 Incentive Plan as bonuses to 18 employees.
During the period of January 1, 2000 through February 11, 2000 we issued 2,300
shares of registered stock under our Fiscal Year 1994 Incentive Plan to two
consultants for compensation.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The discussion below contains forward-looking statements (denoted with asterisk
(*) at the end of each such statement and printed in italics) made in reliance
upon the provisions of Rule 175 promulgated under the Securities Act of 1933 and
should be read in conjunction with our consolidated financial statements and the
Notes thereto. This discussion is qualified in its entirety by the risk factors
discussed herein.
Management's Discussion of Financial Condition and Results of Operations
Financial Condition and Results of Operations
- ---------------------------------------------
The financial statements contained in this 10-QSB show more than $13,400,000
being invested in Bion as of December 31, 1999. We have a negative net worth of
$3,688,691, cumulative deficit of $17,144,982, limited current revenues, and
substantial current operating losses. (Note that the negative net worth is less
than the outstanding long-term debt is to management and major shareholders, the
largest part of which is convertible into Bion's common stock. Bion may convert
notes held by LoTayLingKyur, Inc., LTLK Defined Benefit Plan, and Dublin Holding
Ltd. under specific conditions. In addition, management note holders (and family
entities) have agreed to use long-term notes owed by Bion to exercise
outstanding options and warrants of Bion under specific conditions. See our
Forms 8-K and 8-K/A-1 dated December 11, 1999. See also Footnote 3 to the
Financial Statements above.)
Our operations are not currently profitable; therefore, readers are further
cautioned that our continued existence is uncertain if we are not successful in
obtaining outside funding in an amount sufficient for us to meet our operating
expenses at our current level. Management plans to continue raising additional
capital to fund operations until sales of Bion systems and BionSoil are
sufficient to fund operations.
Bion NMS system and BionSoil sales require additional expenditures. Our system
sales require additional personnel and significant capital expenditures, which
will generally increase our overhead. BionSoil product sales and marketing
requires wholesaler and retailer distribution networks (which may require
permitting in some locations) and additional expenditures for personnel and
equipment to harvest, process, package, sell, and deliver our products. We are
continually negotiating with independent third parties and related parties to
obtain the necessary additional funding for us. Although management believes
that there is a reasonable basis to remain optimistic, no assumption can be made
that we will be able to successfully attain profitable operations and/or raise
sufficient capital to sustain operations.
Liquidity and Capital Resources
- -------------------------------
Our Consolidated Balance Sheet shows Current assets of $937,541 and Total assets
of $1,529,372. Our Current and total liabilities as of December 31, 1999 are
$467,647 and $5,218,063, respectively. Total assets increased by $212,141 from
June 30, 1999. The change is primarily attributable to the increase cash from
the sale of warrants partially offset by the loss on the sale of the mortgage
receivable (see our 10-KSB/A dated June 30, 1999) and prepaid consulting. Cash
and cash equivalents increased by $606,594 from June 30, 1999. Our current ratio
(current assets / current liabilities) is 2.00 as of December 31, 1999 as
compared to 0.67 as of June 30, 1999.
Total liabilities increased $1,092,044 in the six month period ended December
31, 1999. Notes payable increased by $1,622,785 partially offset by a decrease
in accrued salaries and accounts payable of $184,143 and $308,178, respectively.
The notes payable increases were to related parties or employees and will
convert into stock if certain conditions are met.
Our common stock reflects a total of 1,688,615 shares of common stock issued in
the six month period ended December 31, 1999. We issued 277,167 shares of
common stock for cash ($418,250) and 179,022 shares of common stock for services
($349,731). We also issued 1,172,426 shares of common stock in an exchange of
Class X Warrants for common shares and Class Z Warrants (see our Forms 8-K and
8-K/A-1 dated on December 11, 1999) and 60,000 shares to two employees as loans
and received short term notes for the value of the stock sales. Of these shares,
we issued a total of 1,466,401 shares of legended and restricted common stock
and 222,214 shares of unrestricted stock. We issued a note to an employee and
as part of the note reclassified $60,000 of subscribed stock into the note
payable. We also received $500,000 cash and a $500,000 non-recourse promissory
note for the issuance of 2,500,000 warrants to purchase common stock at $1.75
per share (See Forms 8-K and 8-K/A-1 dated December 11, 1999.)
Results of Operations
- ---------------------
Comparison of the Six Months Ended December 31, 1999 with the Six Months Ended
December 31, 1998
Revenue in the six months ended December 31, 1999 was $71,262 compared to
$103,924 for the corresponding six month period in 1998, a decrease of $32,622.
Contract costs were lower in the 1999 six month period by $49,553 due to
decreased expenses associated with system design and New York BionSoil
processing. The above resulted in a gross loss for the period ended December 31,
1999 of $89,933 as compared to a gross loss of $106,824 for the same six month
period in 1998. System sales were lower in the six months ended December 31,
1999, due to hog industry and regulatory changes (see explanation below).
General and administrative expenses were higher by $754,415 due to an
increase in employee compensation ($213,000), professional expenses ($272,000),
and investor relation expenses ($231,000).
We recorded $247,380 in interest expense on its notes payable and $160,140
in research and development costs. We also recorded a loss of $57,250 on the
sale of the mortgage receivables in the quarter. As a result of the above, we
recorded a net loss of $2,215,489 in the six month period ended December 31,
1999, compared to a net loss of $1,180,506 for the six month period ended
December 31, 1998.
Comparison of the Three Months Ended December 31, 1999 with the Three Months
Ended December 31, 1998
Revenue in the three months ended December 31, 1999 was $27,314 compared to
$40,052 for the corresponding three month period in 1998, a decrease of $12,738.
Contract costs were lower in the 1999 three month period by $26,175 due to
decreased expenses associated with system design and New York BionSoil
processing. The above resulted in a gross loss for the quarter ended December
31, 1999 of $34,418 as compared to a gross loss of $47,855 for the same three
month period in 1998.
General and administrative expenses were higher by $267,163 due to an increase
in employee compensation ($123,000), professional expenses ($113,000), and
investor relation expenses ($38,000).
We recorded $136,291 in interest expense on its notes payable and $71,324 in
research and development costs. As a result of the above, we recorded a net loss
of $1,031,324 in the three month period ended December 31, 1999, compared to a
net loss of $654,273 for the three month period ended December 31, 1998.
We will need to increase sales significantly to obtain profitability.
Trends, Events and Uncertainties
- --------------------------------
Liquidity
The management agreement, reported in our Forms 8-K and 8-K/A-1 dated December
11, 1999, has significantly increased our liquidity and funding for operations.
Our current assets to current liabilities ratio is 2.00 as of December 31, 1999.
See our Forms 8-K/A-1 dated December 11, 1999 for detailed information on this
Management Agreement and recent financing.
The Hog Market Impact
Our system sales growth was negatively impacted as a result of the recent
extended deep depression in hog prices, which started in 1998. Prices reached a
low of $9.00 per hundred weight in December 1998, down from $43.00 per hundred
weight in December 1997. These depressed prices were below the break-even point
for many hog growers. The price drop and resulting hog industry losses have
caused hog producers to reduce general and capital expenditures and curtail
their expansion plans. This industry change has had a significant negative
impact on our plans to sign additional contracts within the hog industry and has
caused some growers to put systems covered by existing contracts on temporary
hold.
Management believes that over the next several quarters, if the strengthening in
hog prices continues, it will result in more contracts being signed and work
resuming (or commencing) on some existing contracts that have been slowed or put
on hold.*
As a result of the problems facing the hog industry, we have increased our focus
on expanding Bion's presence in the dairy farm system markets to offset the
reduction in hog system sales. To support this shift, as well as to gain access
to the large western United States market, we have recently added sales
personnel in California and the Pacific Northwest. Management believes that this
recent expansion in conjunction with increasing hog prices may assist us in
accelerating our system sales pace.*
Regulatory Environment
We have experienced an adverse impact in selected regions due to changes and
uncertainties in regulatory positions. For example, Colorado voters passed an
amendment in November 1998 (Amendment 14) that places significant constraints on
large hog farms in the state. The extended election campaign and subsequent rule
making process completely stopped our progress on system contracts for 350,000
hogs on farms in Eastern Colorado. It is not likely that work will resume on
this contract, or that we will acquire significant additional contracts in
Colorado, until this situation is completely resolved and a consistent
regulatory practice is established.* We face a similar slow down of new contract
activity in North Carolina as the result of a state wide moratorium on
construction of new or expanded hog farms (retrofits of waste handling systems
on existing farms are proceeding) which may be extended. Numerous other states,
including without limitation, Georgia, Minnesota, Florida, California, and New
York, have adopted or are considering new regulations on large animal raising
facilities. Additionally, litigation is in process in a number of states. The
short term impact on our business has been negative but management believes the
trend to stricter regulations will help our business in the long run.*
There is growing activity at the state and federal levels to protect the
environment from pollution caused by animal raising facilities. Although future
regulations may benefit us in obtaining system contracts, the current ambiguity
in the regulatory environment is causing farmers to delay implementation of
waste treatment technologies.* For example, on March 9, 1999, Vice President
Gore announced a federal strategy to decrease non-point source pollution of
lakes, rivers, and streams caused by large livestock facilities. A joint effort
by the Environmental Protection Agency and the Department of Agriculture
developed the UNSAFO (Unified National Strategy for Animal Feeding Operations).
UNSAFO will require large animal facilities to obtain Clean Water Act discharge
permits and to develop nutrient management plans for animal feeding operations.
UNSAFO will also require integrators, large livestock companies that contract
with smaller operators to raise their animals, to share responsibility for
meeting regulatory requirements. This strategy is not a new regulation nor is it
a substitute for existing Federal regulations; however, it does give an
indication of the potential regulatory environment. In addition, President
Clinton and the EPA have indicated that they are planning on enforcing a
provision of the Clean Water Act that requires states to assess the health of
every body of water within their borders, determine the maximum allowable levels
of pollutants for each one and then parcel out the responsibility for meeting
these goals to individual polluters. This includes point and non-point source
polluters.
This increasing federal environmental activity along with similar changes at the
state and local levels create an unpredictable regulatory environment. How these
changes affect our business can not be identified with any precision at this
time; however, we believe that more stringent requirements on the animal raising
industry will improve our sales outlook.*
Seasonality
Our system sales and installation business is not seasonal in nature, except to
the extent that weather conditions at certain times of the year in certain
geographic areas may temporarily affect construction and installation of our
systems. However, our projects and markets are geographically spread so that
when weather conditions limit construction activity in southern market areas,
projects in northern markets can proceed, and when northern area weather is
inappropriate, southern projects can proceed. BionSoil and BionSoil product
sales are expected to exhibit a somewhat seasonal sales pattern with emphasis on
spring, summer, and fall sales.
PART II Other Information
ITEM 1. Legal Proceedings
We know of no material pending legal proceedings to which Bion (or the
Subsidiary) is a party or to which any of its systems is the subject and no such
proceedings are known to us except as follows:
The Office of the Attorney General of the State of Illinois has filed a formal
complaint before the Illinois Pollution Control Board against an Illinois hog
producer, who installed a Bion NMS, Murphy Farms, Inc., and Bion Technologies,
Inc. alleging violations of the Illinois Environmental Protection Act. We have
stated our position to the Illinois Pollution Control Board that the Bion NMS
was not properly maintained and operated by the hog producer involved in this
suit. The parties involved in the complaint are currently in discussions to
solve the problems. Consequently, management reasonably believes that the
outcome of this complaint will have no material effect on our business and that
it has no liability for any Illinois violations.
ITEM 2. Changes in Securities and Use of Proceeds
The following securities were sold in the three month period ended December 31,
1999 without registration under the Securities Act of 1933, as amended:
Warrants
We issued a Class D2P Warrant to purchase 2,500,000 shares of restricted and
legended common stock at $1.75 per share. The warrant is exercisable from
December 23, 1999 to December 31, 2004. Bion received $500,000 in cash for use
in operations and a $500,000 secured, non-recourse promissory note in
consideration for this warrant. See Exhibit 10.2 to our Forms 8-K and 8-K/A-1
dated December 11, 1999.
We issued a Class D2C Warrant to purchase 2,500,000 shares of restricted and
legended common stock at $2.50 per share. The warrant is exercisable from
January 1, 2000 to June 30, 2004. Bion received consulting and management
services as consideration for this warrant as reported in our Forms 8-K and
8-K/A-1 dated December 11, 1999.
We issued 2,735,660 Class Z Warrants to parties as partial consideration in
exchange for outstanding Class X Warrants. See our Forms 8-K and 8-K/A-1 dated
December 11, 1999. See below and Footnote 3 to Financial Statements above.
Common Stock
We issued 1,172,426 shares of restricted and legended common stock as partial
consideration to parties in exchange for outstanding Class X Warrants. See
Exhibit 10.4 to our Forms 8-K and 8-K/A-1 dated December 11, 1999 and Footnote 3
to Financial Statements above.
We issued 210,500 shares of restricted and legended common stock to five private
investors in privately negotiated transactions for an aggregate amount of
$318,250.
We issued 16,808 shares of restricted and legended common stock to one company
in lieu of cash for services rendered valued at, in aggregate, $16,500.
Convertible Notes
We added $1,202,060 of principal and interest to the convertible notes listed in
Note 4 of Notes to Consolidated Financial Statements in our 10-KSB/A dated June
30, 1999.
Common Stock issued pursuant to the transactions set forth above were issued in
reliance upon the exemptions from registration afforded by Sections 3(b), 4(2),
and/or other provisions of the Securities Act of 1933, as amended. Each of the
persons to whom such securities were issued made an informed investment decision
based upon negotiation with us and was provided with appropriate offering
documents and access to material information regarding Bion. We believe that
such persons had knowledge and experience in financial and business matters such
that they were capable of evaluating the merits and risks of the acquisition of
our Common Stock in connection with these transactions. All certificates
representing such common shares bear an appropriate legend restricting the
transfer of such securities, except in accordance with the Securities Act of
1933, as amended, and stop transfer instructions have been provided to our
transfer agent in accordance therewith.
ITEM 3. Defaults Upon Senior Securities. None
ITEM 4. Submission of Matters to a Vote of Security Holders. None
ITEM 5. Other Information. None
ITEM 6. Exhibits and Reports on Form 8-K.
Index to Exhibits
(2) Plan of acquisition, reorganization, arrangement, liquidation, or
succession. None.
(4) Instruments defining the rights of holders, incl. Indentures. None.
(10) Material contracts. Management and Consulting Agreement with D2 Co. LLC
incorporated herein by reference to our Forms 8-K and 8-K/A-1 dated
December 11, 1999.
(11) Statement re: computation of per share earnings. None.
(15) Letter on unaudited interim financial information. None.
(18) Letter on change in accounting principles. None.
(19) Reports furnished to security holders. None.
(22) Published report regarding matters submitted to vote. None.
(20) Other documents or statements to security holders. None.
(23) Consents of experts and counsel. None.
(24) Power of attorney. None.
(27) Financial Data Schedule.
(99) Additional exhibits. None.
Reports on Form 8-K
The following current reports on Form 8-K were filed during the six months
following our 10-KSB/A dated June 30, 1999.
Form 8-K dated May 22, 1999: Items 5 and 7
Form 8-K dated July 23, 1999: Items 5 and 7
Form 8-K dated August 1, 1999: Item 5
Form 8-K dated December 11, 1999: Items 5 and 7
Form 8-K/A-1 dated December 11, 1999: Items 5 and 7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, we have
duly caused this report to be signed on its behalf by the undersigned thereunder
duly authorized.
Bion Environmental Technologies, Inc.
/s/Jon Northrop
Jon Northrop, Chief Financial Officer
Dated: February 14, 2000
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