N-VIRO INTERNATIONAL CORP
10-Q, 1997-05-15
PATENT OWNERS & LESSORS
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<PAGE>   1

================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER: 0-21802

                                  -----------

                        N-VIRO INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                             34-1741211
   (STATE OR OTHER JURISDICTION OF         (IRS EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

    3450 W. CENTRAL AVENUE, SUITE 328
              TOLEDO, OHIO                              43606
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (419) 535-6374

                                  -----------

                  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 the filing requirements for at least the past 90 days. Yes X  No    .
                                                             ---    ---

                  As of March 31, 1997, 2,094,250 shares of N-Viro International
Corporation $ .01 par value common stock were outstanding.

================================================================================

                                      -1-
<PAGE>   2


                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        N-VIRO INTERNATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31
                                                 --------------------------------
                                                      1997               1996
                                                 ------------         -----------

<S>                                               <C>                 <C>        
Revenues                                          $ 1,068,866         $   953,572

Cost of revenues                                      480,931             410,613
                                                  -----------         -----------

Gross profit                                          587,935             542,959

Selling, general & administrative expenses            430,228             498,917
                                                  -----------         -----------

Operating income                                      157,707              44,042

Other income (expense):
    Interest income (expense), net                     (9,650)              2,314
    Equity in gains of joint ventures                  18,893              22,660
    Other income (loss)                                (3,050)             35,498
                                                  -----------         -----------

Income before income taxes                            163,900             104,514

Income taxes                                                -                   -
                                                  -----------         -----------

Net income                                        $   163,900         $   104,514
                                                  ===========         ===========



Net income per share                              $      0.08         $      0.05

                                                  ===========         ===========

Weighted average common shares outstanding          2,037,000           2,037,000
                                                  ===========         ===========
</TABLE>




                 See Notes to Consolidated Financial Statements




                                      -2-
<PAGE>   3


                        N-VIRO INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         March 31,          December 31,
                                                                           1997                 1996
ASSETS                                                                  (Unaudited)           (Audited)
                                                                      ---------------      --------------
<S>                                                                    <C>                  <C>         
Current assets
       Cash and cash equivalents                                             35,970              282,115
       Securities available-for-sale                                          1,401                1,401
       Trade receivables                                                  1,200,284              788,628
       Other receivables                                                     93,083              113,544
       Assets held for sale                                                 786,153              780,108
       Prepaid expenses and other assets                                    284,786              225,597
                                                                       ------------         ------------

                                           Total Current Assets           2,401,677            2,191,393

Property and equipment                                                      595,978              621,558

Investment in Joint Ventures                                                924,281              919,352

Intangibles and Other assets                                                441,083              434,634
                                                                       ------------         ------------

TOTAL ASSETS                                                           $  4,363,019         $  4,166,937
                                                                       ============         ============


LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
       Current maturities of long-term debt                                 729,733              911,706
       Accounts payable                                                   1,506,009            1,306,862
       Accrued expenses                                                     387,082              258,779
                                                                       ------------         ------------

                                      Total Current liabilities           2,622,824            2,477,347
                                                                       ------------         ------------

Long-Term Debt, less current maturities                                     162,736              276,031
                                                                       ------------         ------------

Stockholders' Equity
       Common stock, $.01 par value; authorized
               45,000,000 shares; issued 1997
                          and 1996 2,094,250 shares                          20,943               20,943

       Additional paid-in capital                                        12,048,456           12,048,455
       Retained earnings (deficit)                                       (9,873,963)         (10,037,862)
                                                                       ------------         ------------
                                                                          2,195,436            2,031,536
       Less treasury stock, at cost, 57,250 shares                          617,977              617,977
                                                                       ------------         ------------
                                                                          1,577,459            1,413,559
                                                                       ------------         ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                               $  4,363,019         $  4,166,937
                                                                       ============         ============
</TABLE>



                 See Notes to Consolidated Financial Statements



                                      -3-
<PAGE>   4



                        N-VIRO INTERNATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Quarter Ended
                                                                  March 31,
                                                       -------------------------------
                                                            1997               1996
                                                       -------------     -------------

<S>                                                      <C>               <C>      
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES         $  75,547         $ (58,762)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from joint venture                                ---           250,000
    Proceeds from sale of property and equipment               ---            67,500
    Expenditures for property and equipment                 (3,018)              ---
    Expenditures for intangibles and other assets          (14,520)           (9,683)
                                                         ---------         ---------

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES           (17,538)          307,817

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayments of long-term debt                          (359,154)         (279,010)
    Net borrowings on revolving credit agreement            55,000               ---
                                                         ---------         ---------

NET CASH USED BY FINANCING ACTIVITIES                     (304,154)         (279,010)
                                                         ---------         ---------

NET DECREASE IN CASH                                      (246,145)          (29,955)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           282,115           223,942
                                                         ---------         ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  35,970         $ 193,987
                                                         =========         =========
</TABLE>




                 See Notes to Consolidated Financial Statements



                                      -4-
<PAGE>   5


                N-VIRO INTERNATIONAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION

         The accompanying consolidated financial statements of N-Viro
International Corporation (the Company) are unaudited but, in management's
opinion, reflect all adjustments (including only normal recurring accruals)
necessary to present fairly such information for the period and at the dates
indicated. The results of operations for the three months ended March 31, 1997
may not be indicative of the results of operations for the year ended December
31, 1997. Since the accompanying consolidated financial statements have been
prepared in accordance with Article 10 of Regulation S-X, they do not contain
all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
consolidated and combined financial statements and notes thereto appearing in
the Company's Form 10-K for the period ending December 31, 1996.

         N-Viro International Corporation was incorporated in April 1993 and is
the successor to N-Viro Energy Systems, Ltd. (the Partnership) and five Company
Agents. The Company Agents together with the Partnership are the Company
Entities.

         On October 19, 1993, the Partnership contributed to the Company all of
its assets (except certain marketable securities and accounts receivable from
certain related parties), subject to all liabilities (except certain retained
liabilities), and the shareholders of the Company Agents contributed to the
Company all of the outstanding capital stock of such entities in exchange for a
total of six million shares of common stock of the Company and organization
notes totaling $5,221,709 (such transactions are collectively referred to as the
Organization). The Organization notes were repaid out of the proceeds from an
initial public offering of two million shares of N-Viro International
Corporation common stock. A total of 2,112,000 new shares were issued in the
IPO, including shares issued in the partial exercise by the Underwriters of an
over-allotment option.

         The financial statements are consolidated as of March 31, 1997 and
December 31, 1996 for the Company. Adjustments have been made to eliminate all
intercompany transactions.

        NVIC's consolidated financial statements have been presented on the
basis that it is a going concern. Such basis assumes the realization of assets
and the satisfaction of liabilities, each in the normal course of business. NVIC
has generated positive cash flows from operating activities in 1997. However,
the amount of cash and investments available at March 31, 1997 are not
sufficient to finance the current level of operations and satisfy other cash
requirements through 1997 and into 1998. Consequently, NVIC's ability to meet
its current and future obligations is primarily dependent upon realizing the
costs incurred on the Hawaii processing facility and its ability to achieve
profitable operations and obtain additional debt financing. Although there are
no assurances that payment of the Hawaii obligation will be made, the Company is
attempting to realize its costs on the Hawaii processing facility and has
restructured operations which management believes will return the Company to
profitability. The Company is negotiating to satisfy certain liabilities through
the issuance of stock and obtain short-term debt financing which, in
management's opinion, would provide adequate cash flow to finance the Company's
cash requirements. The satisfactory completion of those plans are the Company's
principal means of providing sufficient cash flows to meet 1997 obligations.



                                      -5-
<PAGE>   6



2.      RELATED PARTY TRANSACTIONS

        The Company recognized an expense to Mr. Bobby B. Carroll, a Director of
the Company and a former shareholder of Tennessee-Carolina N-Viro, Inc., of
$30,000 for the three months ended March 31, 1997, and $15,000 for the three
months ended March 31, 1996 under a contract arrangement signed in 1993 for
consulting services. The Company granted Mr. Carroll a security interest in all
present and future receivables and contract rights from licenses in the states
of Tennessee, North Carolina and South Carolina pursuant to the contract
agreement.

3.      CONTINGENCIES

        The Company leases office space under an agreement which requires
monthly payments of $4,664. The lease expires in December 1997. The total
minimum rental commitment at March 31, 1997 is $42,000. The total rental expense
included in the statements of operations for each of the periods ended March 31,
1997 and 1996 is approximately $14,000.

        During 1994, the Company reacquired territory rights to several states
from a former agent. In consideration for the rights, the Company paid $200,000
in cash and issued 66,250 shares of unregistered common stock with a designated
value of $324,625. In the event the former agent elects to sell all these shares
at the earliest date possible, the Company has guaranteed the former agent $6
per share. If the former agent receives in excess of $10 per share, the Company
will receive 50% of the excess amount.

        The Company is involved in legal proceedings and subject to claims which
have arisen in the ordinary course of business. These actions, when concluded
and determined, will not, in the opinion of management, have a material adverse
effect upon the financial position of the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

OVERVIEW

        N-Viro International Corporation was incorporated in April, 1993, and
became a public company on October 12, 1993. The Company's business strategy is
to market the N-Viro Process that produces an "exceptional quality" sludge
product, as defined in the Section 503 Sludge Regulations under the Clean Water
Act of 1987, with multiple commercial uses. To date, the Company's revenues
primarily have been derived from the licensing of the N-Viro Process to treat   
and recycle wastewater sludge generated by municipal wastewater treatment
plants and from the sale to licensees of the alkaline admixture used in the
N-Viro Process. The Company has also operated N-Viro facilities for third
parties on a start-up basis and currently operates one N-Viro facility on a
contract management basis. In the first quarter of 1997, the Company granted    
five new licenses or sub-licenses to use the N-Viro Process. There are
currently 37 N-Viro facilities operating throughout the world using the N-Viro
Process. The Company estimates that these operating N-Viro facilities are
treating and recycling sludge at an annualized rate of approximately 150,000
dry tons per year.

        Total revenues of about $1,068,000 for the quarter ended March 31, 1997
compared to about $954,000 for the same period of 1996. The increase in revenue
is due primarily to an increase in processing revenue and site license fees. The
Company increased its cost of revenues from the same period of 1996 due to the
increase in processing revenue, with the gross profit percentage decreasing only
slightly. Selling, general and administrative costs also decreased from the same
period of 1996. These changes resulted in a net profit of about $164,000 for the
three months ended March 31, 1997 compared to a net profit of about $105,000 for
the three months ended March 31, 1996.



                                      -6-
<PAGE>   7



         The Company anticipates that its development of a network of marketing
representatives and regional partnerships will more than offset the Company's
reduced staffing in generating new sales revenue.

COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 WITH THREE MONTHS ENDED MARCH
31, 1996

        Overall revenue increased about $115,000, or about 12% to approximately
$1,069,000 for the three months ended March 31, 1997 from approximately $954,000
for the three months ended March 31, 1996. The net increase in revenue was due
primarily to the following:

         a) Site licensing of the N-Viro process in the USA earned the Company
$80,000 for the quarter;

         b) The Company's processing revenue, including facility management
revenue, posted a net increase of approximately $70,000 over the same period
ended March 31, 1996;

         c) The elimination in 1997 of about $35,000 revenue from the Company's
wholly owned subsidiary, BioCheck Laboratories, Inc. ("BioCheck"), which was
sold in April, 1996.

        Gross profit increased about $45,000, or 8%, to about $588,000 for the
three months ended March 31, 1997 from about $543,000 for the three months ended
March 31, 1996, primarily from the elimination of revenues and direct costs
associated with BioCheck, and the increase in site license fees. The gross
profit margin decreased to 55% from 57% for the same three month comparison.

        Selling, general and administrative decreased about $69,000, or 14%, to
about $430,000 for the three months ended March 31, 1997 from about $499,000 for
the three months ended March 31, 1996. The decrease was primarily from reduced
personnel and related costs.

        As a result of the foregoing factors, the Company recorded operating
income of about $158,000 for the three months ended March 31, 1997 compared to
operating income of about $44,000 for the three months ended March 31, 1996.

        The Company has not recognized the tax benefit of the losses incurred in
prior periods and accordingly, the effective tax rate for the period was zero.

LIQUIDITY AND CAPITAL RESOURCES

        In its February 26, 1997 Report of Independent Auditors to the Company's
Board of Directors, the Company's auditors raise the issue of the Company's
ability to continue as a "going concern", in light of the Company's current
financial position.

        The Company had a working capital deficit of ($221,000) at March 31,
1997, compared to a deficit of ($286,000) at December 31, 1996. Current assets
at March 31, 1997 included cash and investments of $37,000, which is an decrease
of about $246,000 from December 31, 1996. The decrease in working capital was
principally due to the payments on short-term debt.

        Much of the Company's funds have been used to reduce its litigation
settlement obligation to Frank Manchak, Jr., that originated in 1995. The
Company paid Mr. Manchak $260,000 in the first quarter of 1997.


                                      -7-
<PAGE>   8



        At March 31, 1997, the Company had a balance due Mr. Manchak of
$440,000. In January, 1997, the Company entered into a letter agreement with Mr.
Manchak to satisfy its remaining obligation to him. Under the terms of this
agreement, the Company agreed to satisfy the balance through either the delivery
to Mr. Manchak of shares of the Company's common stock, or cash payment. The
Company has agreed to deliver 250,000 shares of the Company's common stock to
Mr. Manchak on or before May 1, 1997. These shares have not been delivered yet
because the parties are still negotiating the final terms of the agreement. The
Company anticipates delivery of these shares during the second quarter of this
year. After delivery of the shares, Mr. Manchak will attempt, over a period of
approximately four months, to sell a sufficient volume of shares to satisfy the
remaining obligation. The Company has guaranteed that Mr. Manchak will be able
to generate at least $60,000 per month from his sale of not more than 30,000
shares of the Company's common stock and also that Mr. Manchak will generate
sufficient funds from his sales of the Company's common stock to discharge the
Company's remaining debt to him, by approximately September 5, 1997. If Mr.
Manchak either fails to raise a total of $440,000 from his sales of the
Company's common stock on or about September 5, 1997, or fails to realize income
of at least $60,000 per month for sales of the Company's common stock, the
Company will be required to make up any shortfall in cash. The September 5, 1997
date is contingent upon the date of delivery of the shares, however, the later
the shares are delivered, the more likely it is that the September 5, 1997
deadline will be extended. Once the Company has satisfied all of its obligation
to Mr. Manchak, he is required to surrender to the Company, without payment of
any additional consideration, the lesser of 100,000 shares of the Company's
common stock and such number of shares that are in his possession at such time.
The final terms of the amendment to the settlement, as outlined in the letter
agreement, are in the process of being incorporated into an amendment of the
final settlement agreement. This agreement may significantly help reduce the
Company's cash flow concerns in 1997.

        The other debt of the Company includes an interest bearing short-term
note payable to a bank with an outstanding balance of $13,330 that matures in
June, 1997; and, an interest bearing short-term note payable to its former legal
counsel who represented the Company in the alleged patent infringement lawsuit
with an outstanding balance of $37,500 that matures in December, 1997; and,
three interest bearing long-term notes, payable to the Partnership, each bearing
interest at 8.25%, with a total outstanding balance of $195,188 that mature at
various times through January 1, 1999.

        On March 31, 1996, the Company sold its remaining wholly-owned
subsidiary, BioCheck Labs, to its employees for a nominal sum. The sale was
motivated by the fact that BioCheck produced losses, and it was reasonably
anticipated it would continue to do so.

        The Company has agreed to acquire the remaining 50% ownership in
Pan-American N-Viro from Synagro, Inc., a public company headquartered in
Houston, Texas. The Company will transfer to Synagro 75,000 unregistered shares
of the Company's common stock for the interest. The Company anticipates that
these shares will be registered in the future. Pan-American N-Viro has exclusive
licensing rights for all N-Viro technology in Central and South America.

        The Company incurred costs through the first quarter of 1997 for
engineering work for a privately operated facility to be constructed in
Honolulu, Hawaii. In February, 1997, the Company made a formal request with the
City of Honolulu to reimburse all costs incurred to date, plus incidental costs.
The Company anticipates these monies to be recovered in 1997. However, there can
be no assurance that such sums will be recovered.

        The Company is prepared to initiate litigation against Honolulu if
necessary. Moreover, the Company is reviewing its claim to damages caused by
business interference and possible conspiracy by certain companies and
individuals against both its Honolulu project and against the Federal Court
Order that caused the Honolulu Project. The monies directly invested in the
Honolulu project to date are 



                                      -8-
<PAGE>   9



approximately $860,000. Recovery of these funds would provide the Company a
significant capital resource. The Honolulu N-Viro facility was set to begin
construction by the end of 1996 as all permits were nearly in place. On October
30, 1996, the Mayor of Honolulu unilaterally and suddenly rejected the site that
both the City of Honolulu and the Company had supported for over two years. The
monies that the Company is seeking to recover represents its investment in
design, engineering and specification, contracts, and permits for the site.

        In February, 1997, the Company obtained a working capital line of credit
of $100,000. Borrowings against the line bear interest at prime plus 1.75%, and
are collateralized by accounts receivable, inventories and equipment, and
assignment of the wastewater treatment contract with the City of Toledo, Ohio,
and are due on demand. The balance owed on the line of credit is $55,000 at
March 31, 1997.

        The Company believes that its working capital together with the line of
credit and reduction of debt through the delivery of unregistered shares of
stock to creditors, will provide sufficient cash to meet the Company's cash
requirements through 1997. Recovery of the Honolulu investment would help
liquidity and cash flow.

        The Company cautions that words used in this document such as "expects",
"anticipates", "believes" and "may" as well as similar words and expressions
used herein identify and refer to statements describing events to occur in the
future. These forward-looking statements and the matters to which they refer are
subject to considerable uncertainty that may cause actual results to be
materially different from those described herein.

                           PART II - OTHER INFORMATION

Item 5.  Other Information.

        (a)  None. 



Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits:

                      27   Financial Data Schedule
                      99   Press release dated May 6, 1997 

        (b)  Two reports on Form 8-K were filed; one on January 14, 1997 and one
             on April 25, 1997.



                                      -9-
<PAGE>   10


                        N-VIRO INTERNATIONAL CORPORATION

                                   Signatures

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               N-VIRO INTERNATIONAL CORPORATION

Date:    May 14, 1997          /S/J. Patrick Nicholson
      ----------------         -------------------------------------------------
                               J. Patrick Nicholson
                               Chairman , President and Chief Executive Officer
                               (Principal Executive Officer)

Date:    May 14, 1997          /S/James K. McHugh
      ----------------         -------------------------------------------------
                               James K. McHugh
                               Chief Financial Officer
                               (Principal Financial & Accounting Officer)



                                      -10-

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000904896
<NAME> N-Viro International Corporation 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          35,970
<SECURITIES>                                     1,401
<RECEIVABLES>                                1,200,284
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,401,677
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,363,019
<CURRENT-LIABILITIES>                        2,622,824
<BONDS>                                              0
<COMMON>                                        20,943
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 4,363,019
<SALES>                                              0
<TOTAL-REVENUES>                             1,068,866
<CGS>                                                0
<TOTAL-COSTS>                                  480,931
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                163,900
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   163,900
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                        0
        

</TABLE>

<PAGE>   1
                                                                      EXHIBIT 99


NEWS RELEASE                                               FOR IMMEDIATE RELEASE

                                                   For More Information Contact:
                                                            J. Patrick Nicholson
                                                         Chief Executive Officer
                                                                              or
                                                                 James K. McHugh
                                                         Chief Financial Officer
                                                                  (419) 535-6374

                     PROFITS AND REVENUES INCREASE AT N-VIRO
                            DURING FIRST QUARTER 1997

Toledo, Ohio, May 6, 1997 -- N-Viro International Corporation [NASDAQ-NVIC]
announced today that first quarter 1997 profits were $164,000, up 57 percent
from 1996. Revenues were $1.07 million, up 12 percent from 1996. "While we are
far from satisfied with these results, we are comfortable these trends are in
the right direction and will continue," J. Patrick Nicholson, N-Viro's CEO said.

"During the first quarter of 1997, Raleigh, North Carolina, and Urbana, Ohio,
introduced and acquired N-Viro technology, respectively. Our first public
regional plant went on-line in Ellsworth, Wisconsin. Asheville, North Carolina,
substantially increased N-Viro Soil(TM) production. Exclusive Landscaping and
Paving, Inc., acquired N-Viro technology for a major stabilization project in
Fairbanks, Alaska. Finally, the first quarter 1997's level of requests for
N-Viro technology proposals, from both public and private organic waste
managers, exceeded total inquiries in 1995 and 1996. We are optimistic,"
Nicholson said.

N-Viro also reported that agreements have been reached to transfer about 350,000
shares of N-Viro common stock in exchange for retirement of about $700,000 of
short-term debt. The company anticipates the stock to be transferred will be
registered under S-3 and S-8 registration statements during the second quarter
of 1997. The recording of the transactions to the company's balance sheet will
occur after the stock has been transferred. Although the registration and
issuance of new stock may have a dilutive effect on N-Viro's present issued and
outstanding stock, it is anticipated the stock-for-debt agreements will increase
working capital and book value and decrease current liabilities by about
$700,000. These agreements, together with resolution of N-Viro's Honolulu
investment, should enable the company to satisfy its auditors' "going concern


<PAGE>   2


questions," which have existed since 1995. However, there is no guarantee these
stock agreements or the Honolulu issue will be resolved, or that the "going
concern" qualification will be removed.

"Moreover," Nicholson said: "We are encouraged by the dedicated efforts of a few
federal EPA leaders to eliminate roadblocks and open windows to safer and better
management of America's organic residuals. These efforts include:

     -   "Modifications of federal administrative regulations (40CFR501) to
         encourage states to accept delegation of responsibility to enforce
         federal bio-solids regulations (40CFR503).

     -   "Creation of a `storage task force' to develop `best management
         practices' to ensure that bio-solids storage practices are safe,
         socially responsible and environmentally acceptable.

     -   "Providing real leadership to demonstrate to the administration that
         current animal-manure management practices, involving over two billion
         tons of manure, are unsafe and unacceptable.

"We salute these EPA leaders who have had the courage of their convictions."

N-Viro has developed and patented bio-mineral process technology which achieves
USEPA's "Exceptional Quality Sludge (EQS)" standards. The disinfection standards
for EQS processes are 2,000 times more stringent than for traditional Class B
land-applied sludges or bio-solids. "For some reason, manures have been excluded
from Resource Conservation and Recovery Act regulations (40CFR258) even though
they are included in the law (RCRA 76) as passed by Congress. The public has the
right to know there are far safer and better ways to manage sludge or manures
than to dump these marginally treated or untreated materials in our rural
neighbor's backyard or in our national watersheds, or in disposal sites whose
air emissions are destroying the ozone and causing global warming," Nicholson
concluded.

                                      -30-



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