10-K
1
bion_10k-063021.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the Fiscal Year Ended: June 30, 2021
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 Court
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 30,000,000 shares of voting
stock held by non-affiliates of the Registrant as of June 30, 2021 approximated $41.5 million. As of August 1, 2021, the Registrant
had 41,431,986 shares of common stock issued and 40,727,677 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):
· the ability of the Company to implement its business strategy;
· the need to develop and re-develop technology and related applications;
· seasonal and climatic conditions;
· the strength and financial resources of the Company's potential competitors;
· industry risks, including environmental related problems;
· delays in anticipated permit approval and/or start-up dates;
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. ("Bion,"
"Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado.
Our patented and proprietary technology provides economically
sustainable 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 mitigate environmental problems and improve operational/resource
efficiencies by recovering high-value co-products from the CAFOs’ waste stream that have traditionally been wasted or underutilized,
including renewable energy, nutrients (including ammonia nitrogen and phosphorus) and water.
During the 2016 to 2021 fiscal years, the Company
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 co-products from the waste treatment
process, 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. An application for our first solid ammonium bicarbonate product – AD Nitrogen – has been filed and is in the review
process (see discussion at “Organic Fertilizer products” below).
Bion is now focused primarily on: i) development/construction
of its initial commercial-scale 3G Tech installation, ii) developing applications and markets for its organic fertilizer products and
its sustainable (conventional and organic) animal protein products, and iii) initiation and development of joint ventures (“JVs”
as discussed below) (and related projects) and strategic relationships based on the augmented capabilities of our 3G Tech, while (iv)
continuing to pursue business opportunities related to large retrofit projects (such as the Kreider poultry project JV described below)
and (vi) ongoing R&D activities.
The $175 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 limitations
and impacts) which threaten its ‘economic sustainability’. Its failure to adequately respond to consumer concerns ranging
including food safety, environmental impacts, and humane treatment of animals have provided impetus for plant-based alternatives such
as Beyond Meat and Impossible Burger (and many others) being marketed as “sustainable” alternatives for this growing consumer
segment of the market.
The Company believes that its 3G Tech, in addition
to providing superior environmental remediation, creates opportunities for large scale production of: i) verifiably sustainable-branded
livestock products and ii) verifiably sustainable organic-branded livestock products that will command premium pricing (in part due to
ongoing monitoring and third-party verification of environmental performance which will provide meaningful assurances to both consumers
and regulatory agencies). Each of these two distinct market segments (which the Company intends to pursue in parallel) presents a large
production/marketing opportunity for Bion. Our 3G Tech platform will also produce revenues from co-products: i) pipeline quality biogas
(and related environmental credits) and ii) valuable organic fertilizer products, which can be utilized in the production of organic grains
for use as feed for raising organic livestock (some of which may be utilized in the Company’s JV projects) and/or marketed to the
growing organic fertilizer market.
During late September 2021, Bion entered into a lease
for the development site of its initial commercial scale 3G Tech project in September 2021(“Initial Project”), which Initial
Project will be located on approximately four (4) acres of leased land near Fair Oaks, Indiana. Terms for an additional related agreement
regarding disposal of certain manure effluent have been agreed upon with the Curtis Creek Dairy unit of Fair Oaks Farms (“FOF”)
and the Company expects the agreement to be finalized by the end of the first full week of October 2021. Design and pre-development work
commenced during August 2021 and preparation for active surveying, site engineering and other work is now underway. The Initial Project
will be an environmentally sustainable beef cattle feeding facility, equipped with state-of-the-art housing and Bion’s 3G-Tech platform
to provide waste treatment and resource recovery. Bion has designed the project to house and feed approximately 300 head of beef cattle.
The facility will include Bion’s 3G Tech platform including: i) covered barns with solar photovoltaic generation, ii) anaerobic
digestion for renewable energy recovery; iii) livestock waste treatment and resource recovery technology; iv) Bion’s ammonium bicarbonate
recovery and crystallization technology and iv) data collection software to document system efficiencies and environmental benefits (with
the Bion 3G Tech facilities capable of treating the waste from approximately 1,500 head). The facility will be large enough to demonstrate
engineering capabilities of Bion’s 3G Tech at commercial scale, but small enough that it can be constructed and commissioned quickly,
with operations targeted to commence sometime during the Spring of 2022. This project is not being developed at economic commercial scale
or with an expectation of profitability due to its limited scale. However, successful installation, commissioning, and operations will
demonstrate scalability, determine operating parameters at scale, and provide ongoing production and engineering capabilities, all being
critical steps that must be accomplished before developing large projects with JV partners. Specifically, the Initial Project is being
developed to provide and/or accomplish the following:
i.Proof of 3G Tech platform scalability
iii. Produce sufficient ammonium bicarbonate nitrogen fertilizer (“AD Nitrogen”) for commercial testing by potential joint
venture partners and/or purchasers and for university growth trials.
iv. Produce sustainable beef products for initial test marketing efforts.
Upon achieving optimized and steady-state operations
at the Initial Project during 2022, coupled with obtaining an OMRI listing for its AD Nitrogen product, Bion expects to be ready to move
forward with its plans for development of much larger facilities. The Company anticipates that discussions and negotiations regarding
potential JVs with strategic partners in the financial and livestock industries to develop large scale projects will commence during the
construction of the Initial Project. Additionally, the Company believes there will also be opportunities to proceed with selected ‘retrofit
projects’ of existing facilities (see ‘Retrofit 3G Tech Project: Kreider Poultry JV below as an example).
Bion intends to move forward on its one of its primary
commercial goals: establishing JV’s for large scale projects that will produce both sustainable and sustainable-organic corn-fed
beef. The products will be supported by a USDA PVP-certified sustainable brand that will, initially, highlight reductions in carbon and
nutrient footprint, as well as pathogen reductions associated with foodborne illness and antibiotic resistance, along with the organic
designation where appropriate. Bion has successfully navigated the USDA PVP application process previously, having received conditional
approval of its 2G Tech platform, pending resubmission and final site audits, and is confident it will be successful in qualifying its
3G Tech platform.
Bion believes that
substantial unmet demand currently exists– potentially very large – for ‘real’ meat/ dairy/ egg products that
offer the verifiable/believable sustainability consumers seek, but with the taste and texture they have come to expect from American beef
and pork, dairy and poultry. Numerous studies demonstrate the U.S. consumers’ preferences for sustainability. For example, a 2019
NYU Stern’s Center for Sustainable Business study (https://hbr.org/2019/06/research-actually-consumers-do-buy-sustainable-products)
concluded that ‘products marketed as sustainable
grew 5.6 times faster than those that were not...’ and that ‘...in more than 90 percent of consumer-packaged-goods
(CPG) categories, sustainability-marketed products grew faster than their conventional counterparts.’ Sales growth of plant-based
alternatives, including both dairy and more recently ground meat (Beyond Meat, Impossible Foods, et al) have shown that a certain segment
of consumers are choosing seemingly sustainable offering, and are also willing to pay a premium for it. Numerous studies also support
the consumers’ ‘willingness-to-pay’ (WTP) for sustainable choices, including a recent meta-analysis of 80 worldwide
studies with results that calculate the overall WTP premium for sustainability is 29.5 percent on average (https://www.sciencedirect.com/science/article/abs/pii/S019566632100146X
).
As one of the largest contributors to some of the
greatest air and water quality problems in America, it is clear that livestock waste cleanup, at scale, represents one of the greatest
opportunities we have to reduce negative environmental impacts of the food supply chain on air and water quality. Bion’s 3G Tech
platform, along with its business model, enables the cleanup of the ‘dirtiest’ part of the food supply chain: animal protein
production and creates the opportunity to produce and market verifiably sustainable organic and conventional ‘real meat’ products
that can participate in the growth and premium pricing that appears to be readily available for the ‘right’ products.
Bion believes the at least a premium segment of the
US beef industry (and potentially other livestock industry groups) is at the doorstep of a transformative opportunity to address the growing
demand for sustainable food product offerings, while pushing back against today’s anti-meat messaging. At $66 billion/year (2021
retail value), the beef industry is a fragmented, commodity industry whose practices date back decades. In 1935 inflation-adjusted terms,
beef is 63% more expensive today, while pork and chicken, which are now primarily raised in covered barns, at CAFOs with highly integrated
supply chains, are 12% and 62% cheaper, respectively. In recent years, the beef industry has come under increasing fire from advocacy
groups, regulatory agencies, institutional investors, and ultimately, their own consumers, over concerns that include climate change,
water pollution, food safety, and the treatment of animals and workers.
Advocacy groups targeting livestock and the beef industry
have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s environmental
and economic weaknesses. Their global anti-meat messaging has had a substantial chilling effect on the relationships the beef industry
has with its institutional investors; retail distributors, such as fast-food restaurants; and mostly, its consumers. Led by the United
Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide, primarily focused
on the industry’s impacts on climate change. Meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible
Foods, are being heavily promoted by themselves and the media, and have enjoyed steady sales growth. A 2018 NielsenIQ Homescan survey
last year found that 39% of Americans are actively trying to eat more plant-based foods. Some of the recent growth in plant-based proteins
results from increasing lactose intolerance and other health concerns; however, most of that growth is attributed to consumers’
growing concerns for the environmental impacts of real meat and dairy. Several large US companies that have traditionally focused on livestock
production, including Cargill, ADM, Perdue Foods, and Tyson, have recently entered the plant protein space. In terms of changing customer
preferences, ‘saving the planet’ has proven to be a more compelling argument than the traditional animal activism/ welfare
pitch. To date, the only ‘industry response’ to this has been grass-fed beef, which is regarded as a generally more sustainable
offering than grain-fed. However grass-fed beef has had only limited acceptance in U.S. markets, because it is less flavorful and tougher
than the traditional corn-fed beef consumers have grown to enjoy.
It should be noted that these plant-based protein
producers are primarily expected to be able to serve the ground/ processed meat market, which represents only about 10 percent of the
overall animal protein market. Further, there has recently been pushback to these plant-based products, focusing on their highly processed
nature and unproven health benefits, scalability/ pricing, and their uncertain carbon footprint. There have also been several companies
recently enter the cellular and 3D-printed meat arena. While facing myriad challenges and further out on the development timeline, some
people believe cellular agriculture (aka cultured, clean, lab-grown, cultivated) meat may have the potential to service a much larger
percentage of the market than plant-based protein, including cuts like steaks, chops and roasts, but the likely cost remains very uncertain
at this point.
Each of these items supports Bion’s belief that
there is a potentially very large opportunity to supply premium sustainable beef products that satisfy these concerns. We believe that
the real meat/beef products that can be cost-effectively produced today using our 3G Tech platform, both sustainable and/or organic, can
provide an affordable product that satisfies the consumer’s desire for sustainability, but with the superior taste and texture those
consumers have grown to prefer.
Sustainable Beef
Bion’s goal is to be first to market with meaningfully
sustainable, and verified, beef products that can be produced at sufficient scale to service national market demand. The cattle produced
at a Bion facility will enjoy a substantially lower carbon footprint, dramatically reduced nutrient impacts to water, and an almost total
pathogen kill in the waste stream. A Bion sustainable beef facility will be comprised of covered barns with slotted floors, which allow
the waste to pass through and be collected quickly and frequently to reduce ammonia volatilization and loss, as well as odors. Covered
barns will reduce weather impacts on the livestock and have been demonstrated to promote improved general health and weight gain in the
cattle housed in them. The barns represent a very large roof surface area, which will be utilized in appropriate geographical locations
for the installation of solar generation systems to produce electricity for the facility, as well as export to the grid. Waste treatment
and resource recovery will be provided by Bion’s advanced 3G Tech platform, which Bion believes offers the most comprehensive solution
for livestock waste available today. In addition to direct environmental benefits (described in more detail in Part I, Item 1 “Business”)
every pound of nitrogen that is captured, upcycled, and returned to the agricultural nitrogen cycle as high-quality fertilizer (vs lost
to contaminate downstream waters), is also a pound of nitrogen that will not have to be produced as synthetic urea or anhydrous ammonia,
with their tremendous carbon cost. System performance and environmental benefits will be monitored and verified through third parties,
with USDA PVP certification of the sustainable brand that Bion also believes will be the most comprehensive available in the market.
Sustainable Organic Beef
Bion believes it has a unique opportunity to produce,
at scale, affordable corn-fed organic beef that is certified as sustainable. In addition to the sustainable practices described above,
organic-sourced beef cows would be finished on organic corn, which would be produced using the ammonium bicarbonate fertilizer captured
by the 3G Tech platform. Bion believes its meat products will meet consumer demands with respect to sustainability and safety (organic)
and provide the tenderness and taste American consumers have come to expect from premium conventional American beef. Such products are
largely unavailable in the market today. We believe Bion’s unique ability to produce the fertilizer needed to grow 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.
Today, organic beef demand is limited and mostly supplied
with grass-fed cattle. While organic ground/ chopped meat has enjoyed success in U.S. markets, grass-fed steaks have seen limited acceptance,
mostly resulting from consumer issues with taste and texture. In other words, it’s tough. Regardless, such steaks sell for a significant
premium over conventional beef. A corn-finished organic beef product is largely unavailable in the marketplace today due to the higher
costs of producing organic corn. The exception is offerings that are very expensive from small ‘boutique’ beef producers.
Like all plants, corn requires nitrogen to grow. Corn is especially sensitive to a late-season application of readily available nitrogen
– the key to maximizing yields. With non-organic field corn, this nitrogen is supplied by an application of a low-cost synthetic
fertilizer, such as urea or anhydrous ammonia. However, the cost for suitable nitrogen fertilizer that can be applied late-season in organic
corn production is so high that the late-season application becomes uneconomical, resulting in substantially lower yields – a widely
recognized phenomena known as the ‘yield gap’ in organic production. The yield gap results in higher costs for organic corn
that, in turn, make it uneconomical to feed that corn to livestock. As is the case for sustainable but not organic beef, Bion believes
there is a potentially large unmet demand for affordable beef products that are both sustainable AND organic, but with the taste and texture
consumers have come to expect from American beef. Bion’s ability to produce the low-cost nitrogen fertilizer that can close the
organic yield (and affordability) gap puts the company in a unique, if not exclusive at this time, position to participate in JV’s
that will benefit from this opportunity starting next year.
The demonstrated willingness of consumers to purchase
sustainable products (along with numerous research and marketing studies confirming consumers are seeking, and are willing to pay a premium
for, sustainable products)---in combination with the threat to the livestock industry market (primarily beef and pork) posed by plant-based
alternatives (heightened by pandemic conditions)--- has succeeded in focusing the large scale livestock industry on how to meet the plant-based
market challenge by addressing the consumer sustainability issues. The consumer demand for sustainability appears to be a real and lasting
trend, but consumers remain skeptical of generalized claims of ‘sustainability’. To date, a large portion of the industry
responses have been at a superficial level or consist of ‘green washing’, a deceptive marketing practice where companies promote
non-substantive initiatives. Real sustainability for the livestock industry will require implementation of advanced waste treatment technology
at or near the livestock production facilities (“Concentrated Animal Feeding Operations” or “CAFOs”) – where
most of the negative environmental impacts take place.
Technology Deployment: Bion 3G Tech
Widespread deployment of waste treatment technology,
and the sustainability it enables, is largely dependent upon generating sufficient additional revenues to offset the capital and operating
costs associated with technology adoption. Bion’s 3G Tech has been developed to create opportunities for such augmented revenue
streams, while providing third party verification of sustainability claims. 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 (biogas) and commercial
fertilizer products approved for organic production. All processes will be verifiable by third parties (including regulatory authorities
and certifying boards) to comply with environmental regulations and trading programs and meet the requirements for: a) renewable energy
and carbon credits, b) organic certification of the fertilizer coproducts and c) USDA PVP certification of an ‘Environmentally Sustainable’
brand (see discussion below), and d) payment for verified ecosystem services. The Company’s first patent on its 3G Tech was issued
during 2018. 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, and the Company has additional applications pending and/or planned (See “Patents”).
Bion’s business model and technology platform
can create 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 of our 3G Tech business model, which will support the costs of technology
implementation (including related debt). We anticipate this will result in long term value for Bion. In the context of such JVs, we believe
that the verifiable sustainable branding opportunities (conventional and organic) may expand to represent the single largest enhanced
revenue contributor provided by Bion to the JVs (and Bion licensees). The Company believes that the largest portion of its business with
be conducted through such JVs, but a material portion may involve licensing and or other approaches.
In parallel with technology development, Bion has
worked (which work continues) to implement market-driven strategies designed to stimulate private-sector participation in the overall
U.S. nutrient and carbon reduction strategy. These market-driven strategies can generate “payment for ecosystem services”,
in which farmers or landowners are rewarded for managing their land and operations to provide environmental benefits, that will generate
additional revenues. Existing renewable energy credits for the production and use of biogas are an example of payment for ecosystem services.
Another such strategy is nutrient trading (or water quality trading), which will potentially create markets (in Pennsylvania and other
states) that will utilize taxpayer funding for the purchase of verified pollution reductions from agriculture (“nutrient credits”)
by the state (or others) through 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. Market-driven
strategies, including competitive procurement of verified credits, is supported by US EPA, the Chesapeake Bay Commission, national livestock
interests, and other key stakeholders. Legislation in PA 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 slowed progress for this and other policy initiatives and, as a result, it is not currently possible to project the timeline for
completion (or meaningful progress) of this and other similar initiatives (see discussion below).
The livestock industry and its markets are already
changing; with a commercial-ready technology and business model, Bion believes it has a ‘first-mover advantage’ over others
that will seek to exploit the opportunities that will arise from the industry’s inevitable transformation. Bion anticipates moving
forward with the development process of its initial commercial installations utilizing its 3G Tech, during the current 2022 fiscal year.
We believe that Bion’s 3G Tech platform and business model can 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, an opportunity
which the Company intends to pursue.
The Livestock Problem
The livestock industry is under tremendous pressure
from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers all of whom
a pushing the industry to adopt sustainable practices. Environmental cleanup is inevitable and has already begun - and policies have already
begun to change. Bion’s 3G Tech was developed for implementation on large scale livestock production facilities, where scale can
drive both lower treatment costs and efficient co-products production, while producing dramatic environmental improvements. 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 livestock production—the primary source of the industry’s environmental
impacts. Bion intends to assist the forward-looking segment of the livestock industry to bring animal protein production in line with
21st Century consumer demands for meaningful, verifiable and believable sustainability.
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, as well as the size of the opportunity that can be addressed by Bion’s technology. Environmental impacts
from livestock production include surface- and groundwater pollution, greenhouse gas emissions, ammonia, and other air pollution, excess
water use, and pathogens related to foodborne illnesses and antibiotic resistance. While the most visible and immediate problems are related
to nutrient runoff and its effects on water quality, the industry has recently been targeted by various stakeholder groups for its impacts
on climate change.
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. Large portions of U.S. feed crop production (and most organic crop
production) is fertilized, in part, in this manner. Under current manure management practices, 80% or more of total nitrogen is lost from
manure during storage, transportation, and after soil application. 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 and fuel
dead zones in the Great Lakes, Chesapeake Bay, and Gulf of Mexico. Nitrate-contaminated drinking water is a problem in a growing number
of states including Pennsylvania, California, Wisconsin, Washington and others. 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 impacts from livestock
waste come from airborne ammonia emissions, which are extremely volatile, reactive and mobile. Airborne ammonia nitrogen eventually settles
back to the ground through atmospheric deposition - it ‘rains’ everywhere. While some of this nitrogen is captured and used
by plants, most of it runs off and enters surface waters or percolates down to groundwater. It is now well-established that most of the
voluntary conservation practices, such as vegetated buffers that ‘filter’ runoff (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 was previously believed to be the case. This is especially true with regard to addressing the volatile and mobile
nitrogen from ammonia emissions, because BMPs are primarily focused on surface water runoff, directly from farm fields in current production,
versus the re-deposition that takes place everywhere or groundwater flow.
Runoff from livestock waste has been identified in
most of our major watersheds as a primary source of excess nutrients that fuel algae blooms in both fresh- and saltwater. Over the last
decade, algae blooms have become increasingly toxic to both humans and animals, such as the Red Tides on the Florida and California coasts,
and the Lake Erie algae bloom that cut off the water supply to Toledo, Ohio, residents in 2014. When the nutrient runoff subsides, it
leaves the algae blooms with no more ‘food’ and the blooms die. The algae’s decomposition takes oxygen from the water,
leading to ‘dead zones’ in local ponds, lakes, and ultimately, the Great Lakes, as well as the Chesapeake Bay, Gulf of Mexico,
and other estuary waters. Both the toxic algae blooms and the low/no-oxygen dead zones devastate marine life, from shrimp and fish to
higher mammals, including dolphins and manatees. US EPA already considers excess nutrients “one of America’s most widespread,
costly and challenging environmental problems”. Nutrient runoff is expected to worsen dramatically in the coming decades due to
rising temperatures and increasing rainstorm intensity as a result of climate change.
Nitrate-contaminated groundwater is of growing concern
in agricultural regions nationwide, where it has been directly correlated with nutrient runoff from upstream agricultural operations using
raw manure as fertilizer. Pennsylvania, Wisconsin, California and Washington, and others, now have regions where groundwater nitrate levels
exceed EPA standards for safe drinking water. High levels of nitrate can cause blue baby syndrome (methemoglobinemia) in infants and affect
women who are or may become pregnant, and it has been linked to thyroid disease and colon cancer. EPA has set an enforceable standard
called a maximum contaminant level (MCL) in water for nitrates at 10 parts per million (ppm) (10 mg/L) and for nitrites at 1 ppm (1 mg/L).
Federal regulations require expensive pretreatment for community water sources that exceed the MCL; however, private drinking water
wells are not regulated, and it is the owners’ responsibility to test and treat their wells. Additionally, groundwater flows also
transport this volatile nitrogen downstream where, along its way, it intermixes with surface water, further exacerbating the runoff problem.
Like atmospheric deposition, the current conservation practices we rely on to reduce agricultural runoff are largely bypassed by this
subsurface flow.
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’, capture and treat.
High phosphorus concentrations in soils fertilized
with raw manure are another growing problem. The ratio of nitrogen to phosphorus in livestock waste is fixed, and because manure application
rates are calculated based on nitrogen requirements, often phosphorus is over-applied as an unintended consequence. Phosphorus accumulation
in agricultural soils reduces its productivity, increases the risk of phosphorus runoff, and represents a waste of a finite resource.
Decoupling the nitrogen from the phosphorus would allow them to be precision-applied, independently of each other, when and where needed.
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. The livestock industry has recently come under heavy fire for its impacts
on climate change, which has become a rallying cry for the anti-meat campaign discussed above. Estimates of the magnitude of those impacts
vary widely, but the general consensus is that globally, livestock account for 14.5 percent of greenhouse emissions. In the U.S. however,
that number drops to 4.2 percent, due to the increased efficiencies of American beef production. The greatest impacts come from direct
emissions of methane from enteric fermentation (belches), methane and nitrous oxide emissions from the manure, with arguably the largest
being the massive carbon footprint of the synthetic nitrogen fertilizers used to grow the grains to feed the livestock.
For decades the livestock industry has overlooked
and/or socialized its environmental problems and costs. Today, the impacts of livestock production on public health and the environment
can no longer be ignored and are coming under increasing scrutiny from environmental groups and health organizations, regulatory agencies
and the courts, the media, consumers, and activist institutional investors. The result has been a significant and alarming loss of market
share to plant-based protein and other alternative products. Bion’s 3G Tech platform was designed to resolve these environmental
issues and bring the industry in line with twenty-first century consumer expectations.
Technology and Technology Platform
Bion has invested years of work and substantial capital
on the development of our technology and technology platform since 1989. The predecessor to Bion’s 3G Tech platform, our patented
second-generation technology (“2G Tech”), was proven at commercial scale and was reviewed and qualified for federal loan guarantees
under USDA’s Technical Assessment program. Bion’s 2G Tech dairy project (“Kreider 1” or “KF1”), located
at Kreider Farms in Pennsylvania (“PA”) 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 the nutrient reductions to be used as “qualified offsets”
to EPA-mandated requirements. While it was an engineering success, Kreider 1 has failed financially because the 2G Tech platform was almost
wholly dependent for revenue from anticipated demand for nutrient credits, based on PA’s mandated nitrogen reductions under the
Chesapeake Bay Strategy and their proposed nutrient trading program that failed to materialize. Bion began development of its 3G Tech
platform when it became apparent there was significant opposition to the trading program (and private sector participation in clean water
activities, generally) from entrenched clean water interests. The Company is no longer implementing Projects based on its 2G Tech and
the Kreider 1 project has been shut down.
Bion’s 3G Tech was developed to avoid the dependence
of our 2G Tech systems on the sale of water quality trading credits in order to develop profitable projects. The 3G Tech platform has
been designed to maximize revenues from co-products, including biogas and fertilizer products, achieve premium pricing from USDA PVP-certified
‘environmentally sustainable’ retail branding of the animal protein products it supports, as well as generate verified credits
for still-developing water quality trading programs. 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 and additional related applications are pending and/or planned
(See “Patents”.) 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 and other environmental credits,
2) premium organic fertilizer products, 3) nutrient credits, and 4) premium pricing from USDA PVP-certified ‘Environmentally Sustainable’
branding at the retail level. Carbon and nutrient credit revenues will be supported by third-party verification of the waste treatment
processes that simultaneously capture methane and nutrients, while producing renewable energy and fertilizer products from them with relatively
limited incremental cost to Bion. The same verified data will also provide the backbone for the USDA PVP-certified sustainable brand,
again with limited incremental cost.
1) Renewable energy- and carbon-related credits:
Bion’s 3G Tech platform utilizes
customized anaerobic digestion (“AD”) to recover biogas (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 of biogas and its subsequent
use as a renewable transportation fuel. Additional renewable energy-related credit programs are being developed that Bion believes will
impact these revenues, including a Carbon Intensity (CI) score that measures the amount of carbon produced per unit of energy produced.
2) Organic Fertilizer products:
The 3G Tech platform has been designed to
produce multiple fertilizer products, including: i) ammonium bicarbonate liquid, ii) ammonium bicarbonate in solid crystal form –
AD Nitrogen – and iii) 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. The Company has filed an application
the initial version of its crystal product which is in the review process. Additional applications may be filed in subsequent periods.
.
Ammonium bicarbonate, manufactured using
chemical processes, has a long history of use as a fertilizer. Bion’s has developed solid ammonium bicarbonate products containing
18-22 percent nitrogen in a crystalline form that is easily transported, is water soluble and provides a readily available nitrogen source
for crops. 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 AD Nitrogen and other ammonium bicarbonate
products produced by Bion’s 3G Tech platform will enjoy a dramatically lower carbon footprint than synthetic fertilizers. The reactive
nitrogen captured and upcycled into AD Nitrogen was going to be lost through volatilization and runoff, and that loss would generally
need to be offset with a synthetic nitrogen, such as anhydrous ammonia or urea. These synthetic nitrogen products are produced through
the Haber-Bosch (and other) synthetic processes, which converts hydrogen and atmospheric nitrogen to ammonia, with methane as the energy
source. It is an extremely energy-intensive process with a carbon footprint that , while not yet fully understood, is widely accepted
to by very large. While a complete Life Cycle Analysis (LCA) of carbon impacts from synthetic fertilizer production is not available,
according to the Institute for Industrial Productivity, its production alone is responsible for approximately 1 percent of total global
CO2 emissions. To the extent that Bion can capture and repurpose the nitrogen traditionally lost from livestock waste, that carbon cost
will no longer need to be paid
The Company’s initial low concentration
ammonium bicarbonate liquid product completed its OMRI application and review process with approval during May 2020. Bion’s second
application to OMRI, for its initial solid AD Nitrogen product, was filed during May 2021and is currently being reviewed.
To provide a first level degree of clarity
regarding organic approvals and the processes/procedures involved, Bion believes that the initial OMRI 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 will: a) 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 be sold as organic.
Based on preliminary market surveys to date, 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. We also believe
that livestock products from animals raised with feed grains grown using Bion organic ammonium bicarbonate fertilizer products (and that
otherwise qualify) will receive organic approvals. It is anticipated that the Company will continue to 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 2022 calendar year.
3) Nutrient credits:
Bion believes that nutrient reduction (and
other similar) credits and/or other methods of monetizing environmental benefits from the capture and re-purposing of the nutrients (largely
nitrogen and phosphorus) from the livestock waste stream, will become available in multiple states over the next several years. The passage
in the Pennsylvania (“PA”) Senate of key legislation – SB 575 – in June 2019 that would have established a competitively-bid
market for nutrient credits in PA, is indicative of the trends. Despite the fact that the bill was not considered in the House, due to
the Covid-19 pandemic (a re-introduced bill will have to be considered again in the current and/or future sessions (currently SB 475 and
SB 832 have been introduced and are pending), Bion anticipates that after passage of a similar bill in the future, PA will establish a
competitively-bid market for nutrient credits within twelve months after legislative passage and being signed into law by the Governor.
See “Policy Change is Coming” and “Kreider Poultry Joint Venture and Pennsylvania and Chesapeake Bay Initiatives”
below for discussion of the history and status of matters in PA.
Note, however, that the current Covid-19
pandemic and resultant social and 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.
4) Sustainable Branding:
Consumers have demonstrated a willingness
to pay a premium for their safe and sustainable food choices. Based on Bion’s recognition of the potential opportunities created
by such willingness, 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 PVP-certified
sustainable brand. Bion received conditional approval from the PVP related to its Kreider 1 project (utilizing 2G Tech). It is
our intention to submit an application for the 3G Tech platform when the initial 3G Tech Project is operational later this fiscal year
and seek an approval for certification based on third-party-verified reductions in nutrient impacts, greenhouse gases and pathogens in
the waste stream (and other attributes), 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 believes that such a brand and livestock product line will command a pricing
premium for Bion’s 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.
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.
In past years, the UN FAO has issued
several highly critical reports of the livestock industry, more recently focused on its impacts on climate change. While some of their
early reports were based on incomplete data and faulty methodologies and have since been somewhat quietly ‘retracted’, a wide
array of activist groups, including climate, animal rights, and anti-factory farming advocates, have seized on them to create a global
“anti-meat” messaging campaign. Their messaging is predicated on the (incorrect) notion that agriculture, and the livestock
sector specifically, is the largest contributor to climate change, greater than the energy and transportation sectors. While this fact
has been publicly ‘debunked’, the anti-meat campaign has been joined and amplified by various other stakeholders, governments,
and more recently, competitors in the alternative protein space, such as plant-based and cellular meats.
Over the last few years, most large
meat and dairy product retailers have announced ‘sustainability’ initiatives, although the definition of sustainability is
often unclear. Based on recent statements from the industry regarding sustainability policy, many that identify goals that are 10 to 30
years in the future, Bion believes that sustainability on the production side will look a lot like what the Company’s 3G Tech
platform can provide today. The 3G Tech platform can deliver verifiable metrics that demonstrate meaningful improvements in sustainability
for livestock production that are unmatched in the industry today, including a dramatically reduced carbon and nutrient footprint; lower
negative impacts to water, soil and air; increased pathogen destruction; and other environmental and public health impacts. 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 become transparent and known by consumers, the more consumers are seeking alternatives. Bion’s ‘Sustainable’
branding program is designed to address a wide array of consumer concerns ranging from: a) ‘where does your food come from?’
(animal heritage information); b) environmental impacts; c) antibiotic use/ standards; d) animal welfare/ humane treatment; e) laborer
welfare/ working conditions. These issues can be addressed with the consumer through general advertising and/or at the point of sale with
a QR code on the packaging that links back to product-specific data. The verification processes that will be employed by Bion’s
3G Tech platform support block chain traceability, providing accountability throughout that part of the supply chain addressed by Bion’s
platform and enabling any quality issues to be quickly identified by lot and location, minimizing risk to its consumers. In essence, Bion’s
comprehensive technology platform will enable its livestock JVs and other adopters to be not only the provider of the product the consumer
wants, but also the businesses that shares their consumers’ values.
Technology Applications/Business Opportunities
For the past decade, Bion has been focused on developing
its 3G Tech platform and creating applications for its patented and proprietary waste management technology platform to pursue JVs and
other business opportunities in three broad categories:
a)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 (some of which 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.
The “Sustainable Beef” and
“Sustainable Organic Beef” opportunities (discussed both above and below) would be examples of this category.
b) Installation
of Bion systems to retrofit and environmentally remediate existing large CAFOs (“Retrofits” and “Retrofit Projects”)
in selected markets where:
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.
The Kreider Poultry JV project (“Kreider
2” or Kreider Poultry”) (discussed below) is an example of such a Retrofit Project.
c) Licensing and/or joint venturing of Bion’s technology and applications, primarily targeted outside
North America.
In both categories a) and b) 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 in categories a) and b)
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 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 a)
and b) 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 JVs in various
forms, based upon the revenue generated by our 3G Tech platform from nutrient reductions, fertilizer co-products and renewable natural