10-K
1
bion_10k-063020.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the Fiscal Year Ended: June 30, 2020
OR
For the transition period from: __________ to __________
Commission File No. 000-19333
BION ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its
Charter)
9 East Park Couret
Old Bethpage, New York 11804
(Address of Principal Executive Offices, Including
Zip Code)
Registrant’s Telephone Number, including
area code: (516) 586-5643
Securities Registered Pursuant to Section 12(b)
of the Act:
Title of Each Class Name of Exchange on Which Registered
None N/A
Securities Registered Pursuant to Section 12(g)
of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [_] YES [X] NO
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [_] YES [X] NO
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. [X] YES [_] NO
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit). [X] YES [_] NO
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [_]
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act)
[_] Yes [X] No
The aggregate market value of the approximately 18,500,000 shares
of voting stock held by non-affiliates of the Registrant as of December 31, 2019 approximated $9.4 million. As of August 31,
2020, the Registrant had 31,525,656 shares of common stock issued and 30,821,347 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
FORWARD-LOOKING STATEMENTS
THE RISK FACTORS BELOW ARE FURTHER HEIGHTENED
BY THE COVID-19 PANDEMIC AND RESULTING ECONOMIC DOWNTURN AND OTHER RELATED CRISES AS DISCUSSED BELOW.
This Annual Report on
Form 10-K (and the documents incorporated herein by reference) contain forward-looking statements, within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
involve substantial risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"project," "predict," "plan," "believe," or "continue," or the negative thereof
or variations thereon or similar terminology. The expectations reflected in forward-looking statements may prove to be incorrect.
Important factors that
could cause actual results to differ materially from our expectations include, but are not limited to, the following (not set forth
in any order that ranks priority or magnitude):
· further delays in the Kreider 2 Project and other potential Projects;
· industry risks, including environmental related problems;
· the ability of the Company to implement its business strategy;
dependence upon key personnel and the
ability of the Company to keep its existing personnel and their accumulated expertise including the risk of illness or death of
one or more key personnel (many of whom are over 70 years of age and/or have existing health vulnerabilities that are exacerbated
by the COVID-19 pandemic);
· operating variances from expectations;
· the need to develop and re-develop technology and related applications;
the limited liquidity
of the Company's equity securities;
· seasonal and climatic conditions;
· availability and cost of material and equipment;
· delays in anticipated permit approval and/or start-up dates;
· the strength and financial resources of the Company's competitors; and
· general economic, Covid-19 pandemic and capital market conditions.
We do not undertake and
specifically disclaim any obligation to publicly release the results of any revisions that may be made to any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
PART I
ITEM 1. BUSINESS.
GENERAL
Bion Environmental Technologies, Inc.'s ("Bion,"
"Company," "We," "Us," or "Our") patented and proprietary technology provides comprehensive
environmental solutions to one of the greatest water air and water quality problems in the U.S. today: pollution from large-scale
livestock production facilities (also known as “Concentrated Animal Feeding Operations” or ”CAFOs").
Application of our technology and technology platform can simultaneously remediate environmental problems and improve operational/resource
efficiencies by recovering value high-value co-products from the CAFOs’ waste stream that has traditionally been wasted or
underutilized, including renewable energy, nutrients (including ammonia nitrogen and phosphorus) and water. From 2016 to present,
the Company has focused a large portion of its activities on developing, testing and demonstrating the 3rd generation of its technology
and technology platform (“3G Tech”) with emphasis on increasing the efficiency of production of valuable by-products
of its waste treatment including ammonia nitrogen in the form of organic ammonium bicarbonate products. The Company’s initial
ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review
process with approval during May 2020. (See discussion at “Organic Fertilizer products” below.)
The Company believes that, in addition to providing
superior environmental remediation, its 3G Tech will create the opportunity for large scale production of sustainable and/or organic
branded livestock products that will command premium pricing (in part due to ongoing monitoring and third party verification of
environmental performance to provide meaningful assurances to both consumers and regulators). As co-products, our 3G Tech will
produce valuable organic fertilizer products which can be: a) utilized in the production of organic grains for use as feed in support
of joint venture Projects (“JVs”) raising organic livestock, and/or b) marketed to the growing organic fertilizer market.
Our 3G Tech patented technology was developed to be part of a comprehensive technology platform that could generate multiple present
and projected future revenue streams to offset the costs of technology adoption. Bion’s technology platform includes onsite
monitoring and data collection as well as independent 3rd party verified lab data confirming the environmental reduction
impacts. The third party verified data regarding the environmental impact reductions will also be used to qualify the final consumer
products (livestock protein—including meat, eggs and dairy products) for a US Department of Agriculture (“USDA”)
“Environmentally Sustainable” brand.
The $200 billion U.S. livestock industry is
under intense scrutiny for its environmental and public health impacts – its ‘environmental sustainability’--
at the same time it is struggling with declining revenues and margins (derived in part from clinging to its historic practices
and resulting impacts). Its failure to respond to consumer concerns ranging from food safety to its ‘socialized’ environmental
impacts have provided impetus for plant-based alternatives such as Beyond Meat and Impossible Burger providing “sustainable”
alternatives to this growing consumer segment of the market. The plant-based threat to the livestock industry market (primarily
beef and pork) has succeeded in focusing the large scale livestock production facilities (also known as “Concentrated Animal
Feeding Operations” or “CAFOs") on how to meet the plant-based market challenge by addressing the consumer sustainability
issues. The adoption of livestock waste treatment technology by industry segments is largely dependent upon adoption generating
sufficient revenues to offset the capital and operating costs associated with technology adoption.
We believe that Bion’s 3G Tech platform,
coupled with common-sense policy changes to U.S. clean water strategy that are already underway, will combine to provide a pathway
to true economic and environmental sustainability with ‘win-win’ benefits for at least a premium sector of the livestock
industry, the environment, and the consumer.
Bion’s business model and technology
can open up the opportunity for JVs (in various contractual forms) between the Company and large livestock/food/fertilizer industry
participants, based upon the supplemental cash flow generated by implementation our 3G Tech business model (described and discussed
below) which will support the costs of technology implementation (including related debt). We anticipate this will result in long
term value for Bion. Long term, Bion anticipates that the sustainable branding opportunity may expand to represent the single largest
contributor to the economic opportunity provided by Bion.
During 2018, the Company had its first patent
issued on its 3G Tech and has continued its work to expand its patent coverage for our 3G Tech. In August 2020, the Company received
a Notice of Allowance on its third patent which significantly expands the breadth and depth of the Company’s 3G Tech coverage.
(See “Patents” below). The 3G Tech platform has been designed to maximize the value of co-products produced during
the waste treatment/recovery processes, including pipeline-quality renewable natural gas and organic commercial fertilizer products.
All processes will be verifiable by third-parties (including regulatory authorities, certifying boards and consumers) to comply
with environmental regulations and trading programs and meet the requirements for: a) renewable energy credits, b) organic certification
of the fertilizer coproducts and c) the USDA PVP ‘Environmentally Sustainable’ branding program (See discussion below.)
Bion anticipates moving forward with the development process of its initial commercial installations of its 3G technology during
the 2021 (current) and 2022 fiscal years.
In parallel, Bion has worked (which work continues)
to advance public policy initiatives that will potentially create markets (in Pennsylvania and other states) that will utilize
taxpayer funding for the purchase of verified pollution reductions from agriculture (“credits”) by the state (or others)
through a competitively-bid procurement programs. Such credits can then be used as a ‘qualified offset’ by an individual
state (or municipality) to meet its federal clean water mandates at significantly lower cost to the taxpayer. Competitive procurement
of verified credits is now supported by US EPA, the Chesapeake Bay Commission, national livestock interests, and other key stakeholders.
Legislation in Pennsylvania to establish the first such state competitive procurement program passed the Pennsylvania Senate by
a bi-partisan majority during March 2019. However, the Covid-19 pandemic and related financial/budgetary crises have subsequently
slowed progress for this and other policy initiatives and, as a result, it is not currently possible to project the timeline for
this and other similar initiatives (see discussion below).
The livestock industry is under tremendous
pressure (from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers)
to adopt sustainable practices. Environmental cleanup is inevitable - policies are already changing. Bion’s 3G technology
was developed for implementation on large scale livestock production facilities, where scale drives lower treatment costs and efficient
production of co-products. We believe that scale, coupled with Bion’s verifiable treatment technology platform, will create
a transformational opportunity to integrate clean production practices at (or close to) the point of production—the source
from which most of the industry’s environmental impacts are initiated. Bion intends to assist the forward-looking segment
of the livestock industry in actually bringing animal protein production in line with Twenty-first Century consumer demands for
sustainability.
The Problem/Opportunity
In the U.S. (according to the USDA’s
2017 agricultural census) there are over 9M dairy cows, 90M beef cattle, 60M swine and more than 2 billion poultry which provides
an indication of both the scope of the problem addressed by Bion’s technology, as well as the size of the opportunity. Environmental
impacts from livestock production include surface and groundwater pollution, greenhouse gas emissions and other air pollution,
excess water use and pathogens related to foodborne illnesses and antibiotic resistance. The greatest impacts come from the manure
waste. Estimates of total annual U.S. livestock manure waste vary widely, but start around a billion tons, between 100 and 130
times greater than human waste. However, while human waste is generally treated by septic or municipal wastewater plants, livestock
waste – raw manure – is spread on our nation’s croplands for its fertilizer value. More than half of U.S. crop
production is fertilized in this manner. Runoff from livestock waste has been identified as one of the largest sources of excess
nutrients in most major watersheds. Excess nutrients fuel algae blooms nationwide that are increasingly toxic; dead zones in the
Great Lakes, Chesapeake Bay, and Gulf of Mexico; and nitrate-contaminated drinking water in a growing number of states including
Pennsylvania, California, Wisconsin, Washington and other states. US EPA considers excess nutrients “one of America’s
most widespread, costly and challenging environmental problems”. Nutrient runoff is expected to worsen with rising temperatures
and increasing rainstorm intensity resulting from climate change.
More than half of the nitrogen nutrient impacts
from livestock come from ammonia emissions from the waste. Nitrogen in the form of ammonia is extremely volatile, reactive and
mobile. When airborne ammonia/ nitrogen eventually settles back to the ground through atmospheric deposition - it ‘rains’
everywhere. Most of this nitrogen enters surface and groundwater. In the context of groundwater aquifers, it can contaminate drinking
water sources. It is now well-established that most of the voluntary conservation practices (often referred to as “BMPs”
or “Best Management Practices”) that have traditionally been implemented to attempt to mitigate nutrient runoff are
considerably less effective than previously was believed to be the case. This is especially the case with regard to addressing
mobile ammonia emissions because such BMPs are primarily focused on surface water runoff, directly from farm fields in current
production, versus the re-deposition that takes place everywhere.
Further, groundwater (vs surface water) transports
this volatile nitrogen downstream, creating an additional problem, since most of the current conservation practices relied on to
reduce agricultural runoff to our lakes and estuaries are bypassed by this subsurface flow. Nitrate-contaminated groundwater is
of growing concern in agricultural regions nationwide. Pennsylvania, Wisconsin, California and Washington, (and other states) all
now have regions where groundwater nitrate levels exceed EPA standards for safe drinking water. Additionally, in arid climates,
such as California, airborne ammonia emissions from livestock manure contribute to air pollution as a precursor to PM2.5 formation,
small inhalable particulate matter that is a regulated air pollutant with significant public health risks. Whether airborne or
dissolved in water, ammonia can only be cost-effectively controlled and treated at the source-- before it has a chance to escape
into the environment where it becomes extremely expensive to ‘chase’ and treat.
Nutrients from livestock waste runoff fuel
downstream toxic algae blooms and dead zones in the Chesapeake Bay,Gulf of Mexico, Florida Bay, and many other estuaries, as well
as the Great Lakes,. Excess nutrient runoff also impacts local- and fresh-water resources, producing algae blooms in lakes and
rivers and contaminating underground aquifers that supply drinking water. The impacts of livestock production on public health
and the environment are coming under increasing scrutiny from environmental groups and health organizations, regulatory agencies
and the courts, the media, consumers and activist institutional investors.
Bion's 3G Tech prevents the uncontrolled release
to the environment of most of the nutrients from the CAFO waste stream, while recovering a substantial portion of those nutrients
for value-added commercial utilization. Our technology platform largely eliminates ammonia emissions, other substantial greenhouse
gas emissions, odors and other harmful air pollutants. Additionally, the platform destroys virtually all pathogens in the waste
stream that have been linked to foodborne illnesses and growing antibiotic resistance. Similar to point-source treatment, such
as provided by an industrial or municipal wastewater treatment plants, the performance of Bion’s technology platform can
be precisely monitored, measured and quantified (in contrast to the modeled, in-exact - and so far, disappointing - results from
BMPs). Third-party data from our facilities can provide the basis for verified environmental credits, and related revenues, as
well as sustainable branding claims.
Bion’s proven second generation technology
(“2G Tech”) platform (now discontinued as our 3G Tech nears commercial implementation) was developed to provide comprehensive
onsite livestock waste treatment for wet (beef/dairy/swine) waste streams and has been proven at commercial scale at Kreider
Dairy Farm (“Kreider 1”) in Pennsylvania (“PA”). In 2012, the Pennsylvania Department of Environmental
Protection (“PADEP”) issued the Kreider 1 system a full water quality management permit and verified the nitrogen and
phosphorus reductions achieved by our 2G Tech. These ‘verified nutrient credits’ were qualified to be used as qualified
offsets to PA’s federally-mandated Chesapeake Bay nutrient reduction requirements. In 2014 the 2G Tech was reviewed and qualified
for federal loan guarantees under USDA’s Technical Assessment program. The Company anticipates that our 3G Tech will be similarly
qualified and will produce results that exceed the results provided by our 2G Tech.
Bion is working with several stakeholders, including national representatives
of the livestock industry, and members of the PA Legislature, and various other stakeholders, to establish a competitive bidding
program in PA and other states that will, if implemented allow the Commonwealth of Pennsylvania to purchase low-cost nutrient reduction
credits from private-sector providers such as Bion. Bion believes that many states, which face similar livestock waste-related
nutrient pollution issues, will adopt a similar strategy in the future. When competitively-bid markets for nutrient reductions
become fully-established, Bion anticipates a robust opportunity to use its 3G Tech-based platforms to retrofit both existing CAFOs
and equip new large-scale livestock facilities (“Projects”) to generate revenue from sales of verified nutrient reduction
credits. Once Bion has been successful in certifying its fertilizer co-products for organic use (with resulting higher-value markets),
we believe that revenue from organic co-products alone, together with renewable energy credit revenues and the potential value
of environmental sustainable branding, will combine to create numerous profitable economically and environmentally sustainable
opportunities for our Projects and related JVs, even without the nutrient credits upon which Bion’s 2G Tech business model
relied.
Policy Change is Coming
The current clean water strategy being
utilized in the U.S. is clearly failing, because it doesn’t adequately address waste from agriculture. About half of U.S.
crops are now fertilized with raw, untreated manure. However, approximately 75 percent of the nitrogen in that manure is not utilized
by the plants being fertilized but rather ‘escapes’ to contaminate the environment through various pathways and. Because
livestock waste is one of the largest contributors to nutrient problems in our watersheds, livestock waste treatment can be the
source of the low-cost solution for such problems – if the waste is treated at (or close to) the source of production. Manure
control technologies, applied to large scale facilities where concentration and scale enable cost-effective cleanup, can potentially
offer the lowest cost nutrient solutions available in most watersheds today. More than 80 percent of U.S. livestock production
takes place on large-scale facilities, where cost-effective treatment can be implemented. There is no longer any real question
regarding whether such facilities need to be cleaned up. The actual question for public policy concerns developing sources of new
revenues which will enable the livestock industry to offset the implementation costs for the cleanup.
Despite trends toward concentration over
the last several decades, the U.S. animal-protein industry remains (in key parts) a fragmented, low-margin commodity business.
Cleaning it up will have to be orderly and contain a path to sustainability that does not cause U.S. food costs to spike or bankrupt
the industry. This will require treatment sufficient to remove the volume of nutrients in excess of crop requirements. The global
export market represents a significant part of the U.S. livestock production industry. An abrupt increase in federal regulation
without offsetting revenues would likely create costs that could not be absorbed by the industry in a manner that would allow it
to remain competitive in international markets. Selective state regulation would have a similar chilling effect within the U.S.,
since regulated producers in one state would be unable to compete with unregulated producers in adjoining states. Subsidies and/or
new revenue sources are required.
Bion believes that reallocating some part of
the approximately $110 billion in existing U.S. taxpayer-funded clean water spending to lower-cost alternative solutions in
agriculture (including competitively-bid nutrient reduction procurement) is inevitable. It will provide the taxpayer with accelerated
and substantially lower-cost verifiedair and water quality solutions compared to current strategy.
If Bion’s technology is implemented in appropriate situations, it will provide the livestock industry with the recurring
revenues that are needed to offset the costs of technology adoption without major disruption to the industry. To date, a wide range
of entrenched interests have opposed and fought policy change that might reallocate clean water spending to more cost-effective
alternatives; but this common-sense approach is being accepted by a widening group of stakeholders.
NOTE, HOWEVER, THAT THE CURRENT COVID-19
PANDEMIC AND RESULTANT ECONOMIC CRISES AND BUDGETARY CONSTRAINTS APPEAR TO HAVE DELAYED POLICY INITIATIVES RELATED TO THESE MATTERS
AT BOTH THE STATE AND FEDERAL LEVELS. AS A RESULT, IT IS NOT CURRENTLY POSSIBLE TO REASONABLY PROJECT A TIMETABLE FOR ADOPTION
OF THE POLICY CHANGES DISCUSSED HEREIN.
A bipartisan 2013 Pennsylvania legislative study projected
that creating a competitive bidding program to procure nitrogen reductions to meet federal Chesapeake Bay mandates, regardless
of source, could reduce the state’s tax- and ratepayer-funded compliance costs by up to 80 percent (approximately
$1.5B annually). The legislative study was updated in 2018 to reflect new policies. The updated report projects savings of up to
90 percent. As discussed in the original study, much of the savings were due to low-cost high-impact manure control projects (Bion’s
technology figured prominently in the report). Senate Bill 575, which is supported by legislative leadership, national livestock
interests and other key stakeholders (and is consistent with US EPA policies), will establish a competitive procurement program
that will unlock some of these opportunities in PA. In June 2019, the Pennsylvania Senate voted 33 to 17 in favor of Senate Bill
575. The bill is now pending in the House. Bion was optimistic that the bill would be adopted by the House and signed by the Governor
in the current session as the bill was scheduled to be taken up in the House during March 2020 but one effect of the Covid-19 pandemic
crisis has been that PA funding for new initiatives is largely ‘on hold’ at the present time.
In a 2017 Letter of Expectation to
PA’s Department of Environmental Protection, US EPA demonstrated its support of a procurement strategy to engage the private
sector - as long as the Credits are verified. It is noteworthy that US EPA and national livestock industry representatives agree
on this strategy. Such a procurement strategy is also consistent with USDA and EPA support of ‘Private Partnerships’
and OMB’s guidance that supports acquiring verified results vs. financing projects with uncertain outcomes and taxpayer risks.
We believe that strategies being developed in Pennsylvania and the Chesapeake Bay are likely to serve as a model for the 40 other
states now seeking solutions to similar water quality problems. Today, most states face a similar issue---unfunded federal clean
water mandates. Pennsylvania’s proposed competitive bidding program provides an opportunity to significantly reduce the cost
to PA (and a model for other states to utilize in the future) in meeting such mandates.
Technology and Technology Platform
We have invested years of work and substantial
capital on the development of our technology and technology platform since 1989.
Bion’s patented second generation
technology (“2G Tech”) was proven at commercial scale and it was reviewed and qualified for federal loan guarantees
under USDA’s Technical Assessment program. Bion’s 2G Tech Kreider dairy project (“Kreider 1” or “KF1”)
received the first verified /measurable nutrient reduction credits from a non-point source livestock facility in the U.S. and its
nutrient reductions were verified by the Pennsylvania Department of Environmental Protection (“DEP”) during 2012. A
key attribute of Bion’s 2G Tech (now supplanted by our 3G Tech) was that nutrient and other pollution reductions could be
measured, providing a level of verification on par with a municipal wastewater treatment plant -- which created the opportunity
for their nutrient reductions to be used as “qualified offsets” to EPA-mandated requirements. While it was an engineering
success, Kreider 1 has failed financially to date because the 2G Tech platform was almost wholly dependent for revenue from anticipated
demand for Credits based on nitrogen reductions in Pennsylvania’s trading program that failed to materialize. The Company
is no longer implementing Projects based on its 2G Tech and the Kreider 1 project has been shut down.
Our 3G Tech was developed by Bion to avoid
the dependence of our 2G Tech systems on the sale of Credits. The 3G Tech platform has been designed to capture revenues from environmental
reductions, co-products and premium pricing from USDA ‘environmentally sustainable’ retail branding. The first patent
on the 3G Tech was filed in 2015 for an ammonia recovery process that produces ammonium bicarbonate (a commercial fertilizer) without
external chemical additives, thereby providing the basis for organic certification. A Notice of Allowance from the US Patent and
Trademark Office (“USPTO”) was received during August 2018 related to this patent application and the patent was subsequently
issued. Since July 2017 Bion has filed for extensions of this patent application to provide broadened protections and to cover
improvements to the process developed in the interim. During August 2020 the Company received a Notice of Allowance’ for
our third patent related to our 3G Tech. (See “Patents” below.) The 3G Tech platform incorporates Bion’s patented
and proprietary technology while utilizing existing commercial evaporation and distillation process equipment (with decades of
reliability and service history) that is customized for Bion’s specific applications.
The 3G Tech platform is the basis for a
JV business model with four distinct revenue streams: 1) pipeline quality renewable natural gas and related carbon credits,
2) premium organic fertilizer products, 3) nutrient credits, and 4) premium pricing from USDA-certified ‘Environmentally
Sustainable’ branding at the retail level. Carbon and nutrient credit revenues will be generated by third-party verification
of the waste treatment processes that produce renewable energy and fertilizer products - with relatively limited incremental cost
to Bion. The same verified data will provide the backbone for the USDA-certified sustainable brand, again with limited incremental
cost.
1) Renewable energy and related carbon credits:
Bion’s 3G Tech platform
utilizes customized anaerobic digestion (“AD”) to recover methane from the waste stream. At sufficient scale, methane
produced from AD can be cost-effectively conditioned, compressed and injected into a pipeline. The US Renewable Fuel Standard (“RFS”)
program and state programs in California and elsewhere provide ongoing renewable energy credits for the production and use of renewable
transportation fuels.
2) Organic Fertilizer products:
The 3G Tech platform has been designed
to produce multiple fertilizer products including: i) ammonia bicarbonate liquid, ii) ammonium bicarbonate in solid crystal form
and iii) a soil amendment products that will contain the remaining nitrogen, phosphorus and other micronutrients captured from
the livestock waste stream. Bion believes each product will qualify for organic certification and intends to file multiple applications
for varying concentrations of crystal product going forward.
.
Ammonium bicarbonate manufactured
using chemical processes has a long history of use as a fertilizer. Bion’s intends to develop ammonium bicarbonate crystal
products which will contain 14-16 percent nitrogen in a crystalline form that will be easily transported, water soluble and provide
readily-available nitrogen. The products will contain virtually none of the other salt, iron and mineral constituents of the livestock
waste stream that often accompany other organic fertilizers. This product is being developed to fertilizer industry standards so
that it that can be precision-applied to crops using existing equipment. Bion believes that this product will potentially have
broad applications in the production of organic grains for livestock feed, row crops, horticulture, greenhouse and hydroponic production,
and potentially retail lawn and garden products.
The Company’s initial low concentration
ammonium bicarbonate liquid product completed its OMRI application and review process with approval during May 2020.
To provide a first level degree of clarity regarding
organic approvals and the processes/procedures involved, Bion believes that this initial approval is of importance because subsequent
organic products that are produced by using the very same technology platform (our 3G Tech) can now piggyback on the initial approval
to a significant degree. Note that there are different layers to the U.S. organic program and that fertilizers do not get ‘certified’
as organic, per se. Rather, they are evaluated to determine if they are acceptable for ‘use in organic production’.
The National Organic Program (“NOP”)
was established by Congress in 2001 under the USDA’s Agricultural Marketing Service. The NOP develops and enforces uniform
national standards for organically- produced agricultural end products – meat/dairy/milk, fruits, vegetables –
sold in the United States. Operating as a public-private partnership, NOP accredits private companies and helps train their inspectors
(USDA-accredited Certifiers) to certify that farms and businesses meet the national organic standards. For example, in a potential
Midwest organic beef project (discussed below), each element in the supply chain must provide their certifying agent’s certification
that the specific product, such as organic corn, has been produced in accordance with their organic plan. The end product - the
beef - would be USDA-certified as organic by an accredited Certifier after a review of ALL the farming practices and inputs (which
would include Bion’s ammonium bicarbonate fertilizer).
OMRI is a nonprofit organization that provides
an independent review of products, such as fertilizers, pest controls, livestock health care products, and numerous other inputs
that are intended for use in certified organic production and processing. OMRI reviews these products against the organic standards
established by the NOP to determine if they are suitable for use in organic production. Acceptable products are then OMRI Listed®.
OMRI enables a national listing thru one application
versus the alternative of using certifiers to secure listings in individual states. To those who wish to sell organic fertilizers
into national distribution channels, an OMRI listing provides nearly uniform acceptance in the U.S. The OMRI listing Bion received
in May was for our initial commercial product, a low-concentration liquid ammonia. It is valid ONLY for that particular product.
For future Bion product offerings using the same technology platform, Bion will either need to file for specific state approval,
or file with OMRI for a national listing, or a combination of the two. Bion may elect to use an individual state listing initially
to be followed by an OMRI application if and when the need for a regional or national listing arises.
The overarching standard of organic production,
per NOP guidelines, is that a “product shall have been produced and handled without the use of synthetic chemicals...”
That is rule Number One. At NOP, the term "synthetic" means “a substance that is formulated or manufactured by
a chemical process or by a process that chemically changes a substance extracted from naturally occurring plant, animal, or mineral
sources, except that such term shall not apply to substances created by naturally occurring biological processes.” In evaluating
and approving Bion’s liquid ammonia for OMRI listing, Bion’s patented ammonia recovery system was not deemed synthetic.
That is an important distinction for future Bion product filings based upon the same patented process.
The Company believes that
organic approvals for its products: a) will provide access to substantially higher value markets compared to synthetic nitrogen
products, and/or b) allow its products to be utilized in growing of organic feed grains to be consumed by livestock raised in
JVs which will thereafter receive organic approvals. Based on preliminary market surveys to date: a) we believe that existing
competing organic fertilizer products in both liquid and granular form are being sold presently at price points significantly
greater than Bion’s projected cost and projected pricing, and b) that livestock products (beef and pork) raised with feed
grains grown using Bion organic ammonium carbonate fertilizer products (during the ‘finishing’ stage) will qualify
for organic approvals. It is anticipated that the Company will seek approvals for such products during the balance of the current
fiscal year and will commence JVs that undertake initial production and marketing of such products during the 2021 calendar year.
3) Nutrient credits:
Bion believed that passage in Pennsylvania
of legislation earlier this year that would establish a competitively-bid market for nutrient reduction Credits in Pennsylvania.
The bill will most likely need to be re-introduced in the Senate 2021—2022 session commencing in January 2021. Bion anticipates
that passage of SB575 (or re-introduced bill) in Pennsylvania will establish a competitively-bid market for nutrient reduction
Credits in Pennsylvania within twelve months after passage and being signed into law by the Governor.
Note, however, that the current
Covid-19 pandemic and resultant economic crises and budgetary constraints have delayed policy initiatives related to these matters
at both the state and federal levels. As a result, it is not currently possible to reasonably project a timetable for adoption
of the policy changes discussed herein.
Bion’s Kreider Farms poultry
project (“Kreider 2”) is projected to generate between 1.5-3M lbs of Chesapeake Bay (“CB” or “Bay”)
verified nitrogen reduction Credits (the range depends on the specific calculation methodology agreed to between the EPA and the
Pennsylvania DEP). Bion anticipates the market value for these verified credits will be in the range of $8 to $12 per pound annually.
The focus of the latest PA regulatory watershed improvement plan (“WIP”) has shifted the reduction mandates to individual
counties. Lancaster County, PA is being asked to reduce 21% of the mandate (approximately 11M lbs of nitrogen) to the Bay. As a
result, the Kreider 2 project in Lancaster County may expand to include a regional processing opportunity in addition to the Kreider
2 base project. Bion believes that initial funding of such competitive bidding program will allow Bion and others to demonstrate
the technological effectiveness and cost savings of manure control technologies, which should result in the re-allocation of a
portion of the existing approximately $110B in taxpayer clean water funding to be re-directed to nutrient procurement programs
nationwide.
4) Sustainable Branding:
Consumers have demonstrated a willingness
to pay a premium for their safe and sustainable food choices. Beginning
in 2015, Bion has worked with the USDA’s Process Verified Program (“PVP”) – the gold standard in food verification
and branding – to establish a USDA-certified sustainable brand. Bion received conditional approval from the PVP”)
related to its Kreider 1 project (utilizing 2G Tech). It is our intention to amend and resubmit its application for the 3G Tech
platform when the initial 3G Tech Project is operational and seek an approval for certification based on third-party-verified reductions
in nutrient impacts, greenhouse gases and pathogens in the waste stream based on our 3G Tech. PVP certification incorporated as
part of a recognizable brand will provide consumers with products and brands that can be trusted. Bion projects that such a brand
and livestock product line will command a pricing premium for Bion livestock JVs and their customers.
Food safety and sustainability
are issues of growing importance in the U.S. and worldwide. Bion’s branding initiative reflects trends already underway in
the livestock industry. Driven by growing consumer demand, large food retailers (such as Walmart and Costco) and restaurant chains
(including Chipotle and McDonalds) are increasingly demanding greater responsibility and improved sustainability in food production
practices from their suppliers. The Global Roundtable for Sustainable Beef (“Roundtable”) was created to advance a
sustainable global beef value chain that is “environmentally sound, socially responsible and economically viable”.
The Roundtable represents members from across the supply chain, including U.S., Canadian and Australian cattlemen’s associations,
Cargill, JBS, Elanco, McDonalds and A&W.
More recently, large institutional
investors have begun to pressure the livestock industry. Ceres and several other large activist institutional investors have already
expressed concerns about carbon footprint, water quality, antibiotic usage and animal welfare in letters to management of their
investment holdings in the food production industry. The Collier Farm Animal Investment Risk & Return (“FAIRR”)
Initiative was recently launched to highlight the environmental, social, and governance (“ESG”) risks associated with
large-scale livestock production.
Over the last few years, most
large meat and dairy product retailers have announced ‘sustainability’ initiatives, although the definition of sustainability
is unclear. Bion believes that as these initiatives move forward, true sustainability on the production side will look a lot
like what Bion can provide today with its 3G Tech. We believe our 3G Tech platform can deliver verifiable metrics that demonstrate
meaningful improvements in sustainability for livestock production including: a) reduced carbon and nutrient footprint; b) lower
negative impacts to water, soil and air; c) increased pathogen destruction and other environmental and public health impacts that
are unmatched in the industry today.
The Covid-19 pandemic has further heightened consumer awareness
and concerns related to: a) environmental sustainability, b) food safety, c) sourcing and traceability and d) humane treatment
of both animals and workers. The more the livestock industry’s supply chain practices are transparent and known by consumers,
the more consumers are seeking alternatives.
Bion’s ‘Environmental/Sustainable’ branding
program is designed to address a wide array of consumer concerns ranging from: a) ‘where does your food come from?’,
b) animal heritage information; c) anti-biotic use standards; d) humane animal treatment; d) its labor/human conditions (including
hours, wages and working condition standards). It will include block chain traceability thereby enabling any quality issues to
be quickly identified by lot and location thereby minimizing risk to its consumers.
In essence, Bion’s comprehensive technology platform
will enable its livestock producer adopters to not only be the provider of the ‘product the consumer wants’ but also
the company that ‘shares the consumer’s values’.
For the past decade, Bion has been directed
toward creating applications of our patented and proprietary waste management technologies and technology platform to pursue JVs
in three main business opportunities:
a) government policy supports such
efforts (such as the Chesapeake Bay watershed, Great Lakes Basin states, and/or other states and watersheds facing EPA ‘total
maximum daily load’ (“TMDL”) issues), and/or
b) where CAFO’s need our technology
to obtain permits to expand or develop without negative environmental consequences.
2) Development of new state-of-the-art
large scale waste treatment facilities (now utilizing our 3G Tech) as JVs which may be developed in conjunction with new CAFOs
in strategic locations that were previously impracticable due to environmental impacts and/or to treat the waste streams from one
or more existing large livestock facilities (“Projects”). Some of these Projects may be either a) Integrated Projects
as described below, b) ‘central processing facilities’ which receive the waste from multiple livestock facilities,
c) Retrofit Projects or d) hybrids with elements of each of these types. Each version will be able to realize revenue from multiple
revenue streams potentially generated by our 3G Tech.
3) Licensing and/or joint venturing
of Bion’s technology and applications (primarily) outside North America.
In both categories 1) and 2) above, the
Company intends to directly participate (whether by joint venture agreement or other contractual arrangements) in the revenues
of the Retrofits and Projects.
The opportunities described at categories
1) and 2) above each require substantial political and regulatory (federal, state and local) efforts on the part of the Company
and a substantial part of Bion’s efforts are focused on such political and regulatory matters. Bion is currently intends
to pursue the international opportunities primarily through the use of consultants with existing relationships in target countries.
At this time, our primary focus is on categories
1) and 2) above using our 3G Tech to develop new (or expanded) large-scale Projects with strategic partners (including the Kreider
2 Project) on a joint venture (or other participating contractual form) basis. Bion’s business model opens up the opportunity
for JV’s in various forms based upon the revenue generated by our 3G Tech platform from nutrient reductions, fertilizer co-products
and renewable natural gas (which revenue streams will be secured through long term take-off agreements for each of these co-products)
providing initial support for financing of required capital expenditures (whether equity or debt). We anticipate that these revenue
streams will be supplemented by revenue realized from long-term premium pricing resulting from the sustainable branding opportunity.
We believe that the branding opportunity may provide the single largest contribution to the economic opportunity over time.
Kreider Poultry Farms – 3G Tech Project
Bion is completing an envelope of policy change
and technology pilots that will allow it to move forward with a commercial scale 3G Tech project at Kreider Farms. Having recently
received a Notice of Allowance of its third 3G Tech patent, Bion is focused on multiple key tasks (including the following items)
that will allow Bion to finance and develop the Kreider 2 poultry project:
3. Completion of organic filings for all of Bion’s fertilizer products.
The 3G Tech Kreider 2 project is
planned for two (or more) locations. It is intended to treat the waste from Kreider Farms’ 1,600 dairy cows and approximately
six million egg layer chickens (with capacity for an additional three million layers). The Project will be designed for an initial
capacity of 450 tons per day of waste and will remove nitrogen and phosphorus from the waste stream that will be converted into
high-value coproducts instead of polluting local and downstream waters. The Project is planned to be built in three phases and
may be expanded to include a ‘central processing facility’ with modules that will accept transported waste from the
region on a fee basis.
Bion has a long-standing relationship with
Kreider Farms including a 2016 joint venture agreement related to these facilities. Kreider has already made a significant investment
in upgrading its poultry facilities to maximize the treatment and recovery efficiencies that can be achieved with Bion’s
technology. The Kreider 2 project is dependent, in part, on development of a substantial competitively-bid market for long-term
commercial sale of the nutrient reduction credits produced at Kreider 2. If the competitive procurement is implemented, we intend
to arrange project financing for the initial portions of the Kreider 2 Project during 2021.
Integrated Projects:
While Bion’s 3G livestock waste treatment
technology reduces the environmental impacts from livestock waste, Bion’s comprehensive technology platform provides the
broader integrated response to consumer environmental sustainability concerns. The adoption of Bion’s platform integrates
to varying degrees of the overall livestock production cycle from crop production to processing. Projects utilizing the Bion 3G
Tech platform will be able to create cost-effective, verified data-based responses to consumer sustainability and food safety concerns.
Without such integration, adoption of livestock waste treatment technology in a vacuum will not address the various growing consumer
concerns (such as animal health and worker safety issues) related to livestock agriculture.
We believe that Bion’s technology also
creates the opportunity to enter joint ventures with livestock and other agriculture industry entities (“JVs”) to develop
Integrated Projects that profitably integrate large-scale CAFO's production with their feed producers (some of whom may utilize
Bion’s organic fertilizers), downstream food processing facilities, and in certain applications, biofuel/ethanol production.
The Bion 3G technology platform will provide treatment of, as well as renewable energy and co-product recovery/production from,
the CAFO and/or food processing waste streams, on-site utilization of some or all of the renewable energy generated (and potentially,
biofuel/ethanol production), in an environmentally and economically sustainable manner that reduces the aggregate capital expense
and operating costs for the entire integrated complex while increasing production efficiencies and generating supplemental revenue
streams.
Sustainable/ Organic Grain-Finished Beef
Opportunity:
Bion believes there is a potentially large opportunity
for JVs to produce sustainable/organic grain-finished beef.
Beef production is the most challenged sector of the
livestock industry, due to its size and inability, as currently structured, to respond to growing consumer concerns related to
sustainability and food safety. The industry is structured to produce multiple levels of a commodity products (without any significant
pricing premiums) graded based upon taste and tenderness. Today, however, consumer demand is shifting to products that are more
sustainable, regarding carbon footprint, impacts to air and water and other metrics. The result has been an opening for disruptive
startups, including Beyond Meat and Impossible Foods, that are backed by large institutional investors and offer plant-based (in
part) meat substitutes. The CEO of Impossible Foods has made bold claims that the $100B-plus (U.S. alone) meat industry will be
obsolete in 15 years. The Company disagrees --- but such competition provides opportunities for Bion.
The Company doesn’t think the consumer wants to
‘blow up’ the beef industry which is responsible for the best and safest beef available in the world today (as well
as the livelihoods of almost 800,000 farming, ranching and other families supported by the beef industry in the U.S). Rather, consumers
want it to be more sustainable---and still taste good. Bion believes that strong demand exists for a verified sustainable
beef product, with the taste and texture of traditional corn-fed beef which addresses the consumers’ concerns . Bion’s
technology platform is designed to enable livestock producers to produce an environmentally sustainable beef product. Bion has
worked with the USDA’s Process Verified Program (“PVP”) to establish a USDA-certified sustainable brand. Bion
previously achieved conditional approval (for its 2G Tech pending resubmission and final inspections) for USDA brand certification
that would initially include verified reductions in carbon, nutrients, and pathogens. The Company is confident that its 3G Tech
will support a PVP brand for products of both sustainable and/or organic beef JVs.
We are moving forward with preliminary pre-development
work on a JV to build a state of the art beef cattle operation in the Midwest U.S. The project would produce corn-fed USDA-certified
organic- and/or sustainable-branded beef. Organic beef would be finished on organic corn (vs grass fed), produced using the ammonium
bicarbonate fertilizer captured from the cattle’s waste. We believe Bion’s unique ability to produce fertilizer for
growing of a supply of low-cost organic corn, and the resulting opportunity to produce organic beef, will dramatically differentiate
us from potential competitors. This organic opportunity is dependent on successfully establishing Bion’s fertilizer products
as acceptable for use in organic grain production.
In addition, as described above, we intend to develop
JVs which use Bion’s organic ammonium bicarbonate fertilizers to support organic grain production. This grain can be fed
(in the finishing stage) to livestock and raise organic beef (and beef products) that will meet consumer demand with respect to
sustainability and safety and provide the tenderness and taste American consumers have come to expect from premium American beef.
Such a product is largely unavailable in the market today.
Bion views such Integrated Projects as likely
comprising parties including: a) Bion, b)capital market financing providers, c) participating organic grain producers, d) cow calf
operators, e) cattle feedlot operators and f) slaughter/processing plants. Bion’s model will enable each market segment to
generate greater profitability for essentially performing the same basic services as part of an integrated program rather than
the present fragmented industry model. Providing an organic corn producer with sufficient ammonium bicarbonate to support a higher
yield per acre in return for a share of the excess yield value is one example of integration.
Bion’s current long-term goal is to enter
in to JVs to commence development of a number of integrated beef projects in the Midwest over the next 24 to 48 months. We anticipate
that different projects will be integrated to different degrees and in different manners. Bion, as developer of, technology provider
to, a participant in its Integrated Projects, anticipates that it will share in the cost savings and revenue generated from the
benefits of integrated activities, including the potential for premium pricing due to sustainable branding.
Note that, in addition to the organic beef opportunity,
Bion’s 3G Tech can also support sustainable beef, with a dramatically reduced nutrient (water), carbon (air), and pathogen
footprint with USDA PVP certified branding. The Company also intends to pursue this opportunity.
A material portion of the Company’s current activity
is focused on activities needed to be completed to support these opportunities
We anticipate that most JV Projects (including
Integrated Projects) undertaken by the Company in which we retain ownership interests will be pursued through and owned by
single project subsidiaries. Bion PA 1 LLC (“PA1”), through which the Kreider 1 System was developed at the Kreider
dairy, and Bion PA 2 LLC (“PA2”), through which we are pursuing development of the Kreider JV and the Kreider 2 poultry
waste Project, are the first two of what are likely to be many such entities.
Going Concern:
The Company's consolidated financial statements
for the years ended June 30, 2020 and 2019 included herein have been prepared assuming the Company will continue as a going concern.
The Company has not recorded significant revenue from operations for either of the years ended June 30, 2020 or June 30, 2019.
The Company has incurred net losses of approximately of $4,553,000 and $2,659,000 during the years ended June 30, 2020 and 2019,
respectively. The Company had a working capital deficit and stockholders' deficit, respectively, of approximately $10,474,000 and
$15,130,000 as of June 30, 2020.The report of the independent registered public accounting firm on the Company's consolidated financial
statements as of and for the years ended June 30, 2020 and June 30, 2019 includes a "going concern" explanatory paragraph,
which means that there are factors that raise substantial doubt about the Company's ability to continue as a going concern.
PRINCIPAL PRODUCTS AND SERVICES
The Company’s primary focus is
on implementing its 3G Tech in JVs (as described above). Therefore, the category ‘PRINCIPAL PRODUCTS AND SERVICES’
is not fully appropriate. While the Company may implement some 3G Tech systems on a contractual basis, our business is not primarily
involved in sale or long term direct operations/management of our systems. The discussion below should be read in the context this
business focus (described in detail above and below).
Bion has invested over $100 million in
its business since 1989, much of which has been expended development of its technologies and technology platform, policy change
initiatives and other activities. Our 2G Tech (now supplanted by our 3G Tech) was proven at commercial scale and was been reviewed
and qualified for federal loan guarantees under USDA’s Technical Assessment program. The 2G Tech platform (as will our 3G
Tech going forward) provided verified nutrient credits from wet livestock waste (dairy, beef, and swine) that can be used to offset
US EPA-mandated TMDL requirements. The Company intends to implement its first 3G Tech systems during the 2021 (current) and 2022
fiscal years. Our 3G Tech and 3G Tech platform provide the basis for our planned JVs and Projects and therefore constitute our
‘principal products’.
Each Bion system (whether prior 2G Tech
or current 3G Tech) is comprised of several process units combined in a ‘process train’, much like a municipal wastewater